-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0W88mj6tttPFbTUHFHpu/YY2gn5ve1cNoO0ugrmJ32CHgy7Q2WL4SwNzXgKkYyb izT85A2k+VStzmgX9jEXmw== 0001047469-97-002343.txt : 19971104 0001047469-97-002343.hdr.sgml : 19971104 ACCESSION NUMBER: 0001047469-97-002343 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971103 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BSM BANCORP CENTRAL INDEX KEY: 0001027324 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16951 FILM NUMBER: 97706326 BUSINESS ADDRESS: STREET 1: P O BOX 6090 CITY: SANTA MARIA STATE: CA ZIP: 93456-6090 MAIL ADDRESS: STREET 1: P O BOX 6090 CITY: SANTA MARIA STATE: CA ZIP: 93456-6090 10-Q 1 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from.......................... Commission file number 333-16951 BSM BANCORP (Exact name of registrant as specified in its charter) CALIFORNIA NO. 77-0442667 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 2739 Santa Maria Way, Santa Maria, California 93455 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (805) 937-8551 Not applicable (Former name or former address, 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(c) of the Securities Exchange Act of 1934 during the preceding 12 months (of shorter period that the registrant was required to file such reports) Yes [X], and (2) has been subject to such filing requirements for the past 90 days. Yes[ ] No[X] APPLICABLE ONLY TO CORPORATE ISSUERS On October 27, 1997, there were 2,981,339 shares of BSM Bancorp Common Stock outstanding. 1 BSM BANCORP September 30, 1997 INDEX PART I - FINANCIAL INFORMATION PAGE ---- Item 1 - Financial Statements Consolidated Balance Sheet at September 30, 1997 and December 31, 1996............................................ 3 Consolidated Statement of Income for the nine months ended September 30, 1997 and 1996.................................. 4 Consolidated Statement of Cash Flows for the nine months ended September 30, 1997 and 1996.................................. 5 Consolidated Statement of Changes in Capital from January 1, 1996 through September 30, 1997 .................................. 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 6 - Exhibits and Reports on Form 8-K............................... 11 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS BSM BANCORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) ASSETS
SEPTEMBER 30, 1997 DECEMBER 31, 1996 ------------------ ----------------- Cash and due from banks $ 18,483,726 $ 17,643,554 Federal funds sold 17,074,000 13,920,000 ------------- ------------- Cash and cash equivalents 35,557,726 31,563,554 Investments: Securities available-for-sale 43,887,311 23,865,611 Securities held-to-maturity (market value of $56,728,847 and $68,331,524, respectively) 56,620,480 68,339,127 Loans, net of unearned income 181,757,346 179,391,366 Allowance for loan losses (2,239,520) (2,701,876) ------------- ------------- Net loans 179,517,826 176,689,490 Premises and equipment 12,941,255 12,648,207 Accrued interest receivable and other assets 7,304,788 8,291,296 ------------- ------------- Total Assets $ 335,829,386 $ 321,397,285 ------------- ------------- ------------- ------------- LIABILITIES Deposits: Noninterest-bearing demand $ 68,101,862 $ 67,181,717 Interest-bearing demand 117,750,093 111,528,482 Time deposits under $100,000 78,272,183 70,229,443 Time deposits $100,000 or more 35,144,449 37,338,194 ------------- ------------- Total deposits 299,268,587 286,277,386 Accrued interest payable and other liabilities 1,838,220 2,487,932 ------------- ------------- Total liabilities 301,106,807 288,765,768 ------------- ------------- Shareholders' equity: Common stock, 50,000,000 authorized; Issued and outstanding 2,980,939 as of September 30, 1997 2,973,631 as of December 31, 1996 11,536,339 11,460,488 Undivided profits 23,127,097 21,176,801 Valuation of securities available-for-sale, net of tax 59,143 (5,772) ------------- ------------- Total capital 34,722,579 32,631,517 ------------- ------------- Total Liabilities & Capital $ 335,829,386 $ 321,397,285 ------------- ------------- ------------- -------------
3 BSM BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THREE MONTH PERIOD NINE MONTH PERIOD ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ------------------------- --------------------------- 1997 1996 1997 1996 ----------- ----------- ------------ ------------ INTEREST INCOME: Interest and fees on loans $ 4,744,167 $ 4,594,386 $ 13,901,268 $ 13,149,758 Interest on investment securities-taxable 1,238,066 1,133,991 3,518,716 3,078,012 Interest on investment securities-nontaxable 174,727 87,763 544,985 394,524 Other interest income 187,890 252,361 459,404 581,044 ----------- ----------- ------------ ------------ TOTAL INTEREST INCOME 6,344,850 6,068,501 18,424,373 17,203,338 ----------- ----------- ------------ ------------ INTEREST EXPENSE: Interest on demand and savings deposits 605,261 648,589 1,784,617 1,887,364 Interest on time deposits 1,533,157 1,431,924 4,443,428 4,012,463 ----------- ----------- ------------ ------------ TOTAL INTEREST EXPENSE 2,138,418 2,080,513 6,228,045 5,899,827 NET INTEREST INCOME BEFORE PROVISION 4,206,432 3,987,988 12,196,328 11,303,511 ----------- ----------- ------------ ------------ Less: Provision for loan losses 0 5,000 30,000 20,500 ----------- ----------- ------------ ------------ NET INTEREST INCOME AFTER PROVISION 4,206,432 3,982,988 12,166,328 11,283,011 OTHER OPERATING INCOME: Service charges and fees 507,844 471,592 1,500,643 1,346,194 Other fee income 227,837 157,774 547,271 432,449 Merchant discount fees 147,978 137,658 438,250 374,189 Other income (20,072) 42,401 89,786 168,669 ----------- ----------- ------------ ------------ TOTAL OTHER OPERATING INCOME 863,587 809,425 2,575,950 2,321,501 ----------- ----------- ------------ ------------ OTHER OPERATING EXPENSES: Salaries and employee benefits 1,673,511 1,695,636 5,312,625 4,873,487 Occupancy expenses 238,131 248,654 723,588 711,638 Furniture and equipment 350,332 354,540 1,073,073 1,041,830 Advertising and promotion 181,103 162,584 535,010 423,308 Professional expenses 90,276 139,221 259,225 368,833 Office expenses 220,976 207,466 722,684 586,710 Merchant processing costs 148,328 196,564 404,820 421,868 Other expenses 285,143 286,090 834,168 687,903 ----------- ----------- ------------ ------------ TOTAL OTHER OPERATING EXPENSES 3,187,800 3,290,755 9,865,193 9,115,577 ----------- ----------- ------------ ------------ Income before taxes 1,882,219 1,501,658 4,877,085 4,488,935 Provision for income taxes 740,000 607,000 1,884,800 1,748,000 ----------- ----------- ------------ ------------ NET INCOME $ 1,142,219 $ 894,658 $ 2,992,285 $ 2,740,935 ----------- ----------- ------------ ------------ ----------- ----------- ------------ ------------ EARNING PER SHARE $ 0.38 $ 0.30 $ 0.99 $ 0.91 Number of shares used in computation 3,032,000 3,004,000 3,029,000 2,998,000 ----------- ----------- ------------ ------------ ----------- ----------- ------------ ------------
4 BSM BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTH PERIOD NINE MONTH PERIOD ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ---------------------------- ----------------------------- 1997 1996 1997 1996 ------------- ------------ ------------- ------------- OPERATING ACTIVITIES Net income $ 1,142,219 $ 894,658 $ 2,992,285 $ 2,740,935 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 316,458 285,504 929,261 853,144 Provision for credit losses 0 5,000 30,000 20,500 Net amortization of premium/ discounts-investments 44,282 59,743 255,923 263,548 Loans originated for sale (469,800) (2,221,750) (2,024,941) (4,708,950) Proceeds from loan sales 387,000 1,366,750 2,726,479 5,163,484 Net loss (gain) from sale of fixed assets 31,625 (3,927) (14,312) (52,319) Net loss (gain) from sale of oth. real estate loans (207,747) (13,341) (172,361) (39,095) Net change in accrued interest, other assets and other liabilities 830,518 1,145,592 (178,099) 250,052 ------------- ------------ ------------- ------------- Net cash provided by operating activities 2,074,555 1,518,229 4,544,235 4,491,299 INVESTING ACTIVITIES Proceeds from maturities of securities held to maturity 12,003,700 9,590,000 21,863,777 28,916,923 Proceeds from maturities of securities available for sale 5,000,000 3,000,000 12,173,000 3,000,000 Purchases of held-to-maturity securities (4,802,534) (9,434,859) (12,984,128) (25,720,465) Purchases of available-for-sale securities (20,342,967) (9,010,962) (29,501,553) (21,589,931) Net decrease in loans (5,654,643) 682,308 (3,979,543) 4,436,178 Purchases of premises and equipment (103,889) (1,086,224) (1,263,387) (2,301,018) Proceeds from the sale of other real estate owned 359,171 788,341 1,061,767 1,114,643 Proceeds for the sale of equipment 5,650 3,927 55,390 64,073 Net cash received for purchase of Citizens Bank 0 0 0 8,067,071 ------------- ------------ ------------- ------------- Net cash provided (used) by investing activities (13,535,512) (5,467,469) (12,574,677) (4,012,526) FINANCING ACTIVITIES Net decrease in demand and savings deposits 11,789,554 265,696 7,141,756 (13,482,865) Net increase in time deposits 2,729,627 2,626,823 5,848,995 12,690,490 Payments for dividends/distributions (595,986) (414,339) (1,041,989) (964,191) Proceeds from the exercise of stock options 30,201 19,000 75,851 137,500 ------------- ------------ ------------- ------------- Net cash provided (used) by financing activities 13,953,396 2,497,180 12,024,613 (1,619,066) ------------- ------------ ------------- ------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 2,492,439 (1,452,060) 3,994,171 (1,140,293) ------------- ------------ ------------- ------------- CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 33,065,286 30,436,661 31,563,554 30,124,894 ------------- ------------ ------------- ------------- CASH AND CASH EQUIVALENTS, SEPTEMBER 30, $ 35,557,725 $ 28,984,601 $ 35,557,725 $ 28,984,601 ------------- ------------ ------------- ------------- ------------- ------------ ------------- ------------- Cash paid during the year for interest 2,130,919 1,893,578 6,699,391 5,336,803 Cash paid during the year for income taxes 395,085 569,535 1,511,162 1,759,807
5 BSM BANCORP STATEMENT OF CHANGES IN CAPITAL (Unaudited)
NET COMMON SHARES UNREALIZED ----------------------- ADJUSTMENT IN NUMBER OF UNDIVIDED AVAILABLE FOR SHARES AMOUNT PROFITS SALE SECURITIES TOTAL - ----------------------------------------------------------------------------------------------------------------- BALANCE AT JANUARY 1, 1996 2,950,081 $ 11,250,288 $ 18,673,257 $ 51,221 $ 29,974,766 Proceeds from exercise of stock options 16,000 137,500 137,500 Dividends paid (964,191) (964,191) Net income for the period 2,740,935 2,740,935 Adjustment in available for sale Securities, net of taxes of $ 71,817 (107,726) (107,726) --------- ------------ ------------ --------- ------------ BALANCE AT SEPTEMBER 30, 1996 2,966,081 11,387,788 20,450,001 (56,505) 31,781,284 Issuance of organizational stock 150 1,500 1,500 Proceeds from exercise of stock options 7,400 71,200 71,200 Adjustment in available for sale Securities, net of taxes of $(33,822) 50,733 50,733 Net income for the period 726,800 726,800 --------- ------------ ------------ --------- ------------ BALANCE AT DECEMBER 31, 1996 2,973,631 11,460,488 21,176,801 (5,772) 32,631,517 Retirement of organizational stock (150) (1,500) (1,500) Proceeds from exercise of stock options 7,600 79,550 79,550 Partial distribution-El Camino Merger (142) (2,199) (2,199) Dividends paid (1,041,989) (1,041,989) Net income for the period 2,992,285 2,992,285 Adjustment in available for sale Securities, net of taxes of $(43,277) 64,915 64,915 --------- ------------ ------------ --------- ------------ BALANCE AT SEPTEMBER 30, 1997 2,980,939 $ 11,536,339 $ 23,127,097 $ 59,143 $ 34,722,579 --------- ------------ ------------ --------- ------------ --------- ------------ ------------ --------- ------------
See notes to consolidated financial statements 6 BSM BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION AND MANAGEMENT REPRESENTATION BSM Bancorp (the "Company") was incorporated on November 12, 1996, for the sole purpose of becoming a bank holding company for Bank of Santa Maria (the "Bank"). Following regulatory consent and with the approval of the Bank's shareholders, the Bank merged with BSM Merger Company (a wholly-owned subsidiary of the Company) (the "Merger"), as of the close of business on March 11, 1997 and thereby became a wholly-owned subsidiary of the Company. As of December 31, 1996, the Company had only one shareholder and it had no SEC nor Federal Reserve Bank reporting requirements. Following completion of the Merger, the Company is required to file periodic reports under section 15(d) of the Exchange Act. A quarterly report on Form 10Q was filed on March 31, 1997, for the first time. As the Merger was recorded using the pooling of interest method, restatement of prior balances was necessary to meet accounting standards. Accordingly, the financial statements herein contain balances prior to the actual existence of the Company which reflect what the "consolidated" entity would have reported as restated for all acquisitions, either recorded by pooling or purchase accounting. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and with the instructions to Form 10-Q. On January 10, 1997, the Bank acquired El Camino National Bank through an exchange of Bank stock. This acquisition was accounted for by using the pooling of interest method. The annual report for Bank of Santa Maria, although disclosing the merger, did not restate the 1996 financial numbers as the effect on the reported numbers was not deemed material. Concurrently, the Bank was in the process of obtaining regulatory approval to form the Company. While the management of BSM Bancorp believes that the disclosures presented are sufficient to make the information not misleading, reference should be made to the Bank's Annual Report for the year ended December 31, 1996. Management had elected to include a CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY to assist the reader in the analysis of the Merger and the acquisition, both of which occurred during the first quarter. The accompanying consolidated balance sheets, statements of income, statements of changes in shareholders' equity and statement of cash flows (as restated for the acquisition of El Camino National Bank and the subsequent Merger of the Bank of Santa Maria by the Company), reflect all material adjustments necessary for fair presentation of the Company's financial position as of September 30, 1997 and December 31, 1996 and the results of operations for the nine months ended September 30, 1997 and 1996. All such adjustments were of a normal recurring nature. NOTE 2 - CAPITAL SECTION OF THE CONSOLIDATED BALANCE SHEET. As explained in Note 1, BSM Bancorp acquired Bank of Santa Maria on March 11, 1997. Prior to that date, there were only 150 shares of BSM Bancorp Common Stock outstanding. The Bank, as of December 31, 1996, as restated for the acquisition of El Camino, was authorized to issue 25,000,000 shares of Common Stock and had 2,973,481 outstanding. NOTE 3 - EARNINGS PER SHARE Earnings per common share are based upon weighted average number of shares outstanding during the period plus shares issuable upon the assumed exercise of outstanding common stock options rounded to the nearest 1,000 shares. 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW For the nine months ended September 30, 1997, the Company reported net income of $2,992,000, or $.99 per share compared to a net income of $2,741,000, or $.91 per share for the same nine month period in 1996. Earnings per share for the third quarter of this year was up 22.6% to $.38 compared to $.30 for the same period in 1996. The annualized return on average assets was 1.26% for 1997 compared to 1.24% for 1996, as restated for the El Camino merger. Annualized return on average shareholders' equity for 1997 and 1996 was 11.72% and 11.83% respectively. FINANCIAL CONDITION Total assets as of September 30, 1997, increased 4.5% to $335.8 million in comparison to restated total assets of $321.4 million as of December 31, 1996. Comparable asset totals for the first nine months of 1996, recorded a .4% increase after factoring out the purchase of approximately $29 million in assets in conjunction with the May, 1996 Citizens acquisition. Cash and cash equivalents increased by $4.0 million with funds provided by the operating activities. Loans increased by $2.8 million during the first nine months of 1997, compared to a $6.0 million decline during the same period in 1996, after factoring the purchase of approximately $18 million dollars in loans in conjunction with the May, 1996 Citizens acquisition. The percentage of increase was 1.6% for 1997, versus a decline of 3.7% for 1996. Total investment dollars increased by 9.0% to $100.5 million as of September 30, 1997. The mix between securities held to maturity and available for sale reflects the Company's policy to have a larger percentage of security dollars available to meet liquidity needs. This was accomplished by purchasing "available for sale" securities from the proceeds of maturing "held to maturity" securities as well as investing the funds made available from increasing deposit dollars. The increase in premises and equipment by a net of $293,000 included the purchase of land adjacent to the Bank's main office previously leased for employee parking, cost associated with the purchase and refurbishing of the building used for the newly opened Atascadero Branch, a $300,000 expenditure to upgrade the Bank's mainframe computer offset by the sale of the Templeton Main Street Branch facilities. The Bank's cash flow continued to benefit from several sales of other real estate owned properties during the third quarter. Deposits increased by $13.0 million during the first nine months of 1997, versus virtually no increase during the same period in 1996, after factoring in the purchase of approximately $29 million in deposits in conjunction with the May 1996 Citizens acquisition. The percentage of increase was 4.5% for 1997, occurring primarily during the third quarter. The earlier decline appears to attributable to be the runoff of deposit dollars associated with the acquisition of El Camino National Bank in January of 1997 and the acquisition of Citizens in May of 1996. A certain level of runoff was anticipated by Company management. The Bank, prior to its acquisition by the Company, paid semi-annual dividends, a policy which was first implemented in mid 1996. During the first quarter of 1996, the Directors of the Bank paid a $.20 per share annual cash dividend which was augmented in August of 1996, with the first semi-annual dividend of $.15 per share. In January of 1997, the Bank again paid a $.15 per share cash dividend. The Company was the beneficiary of two organizational dividends from the Bank during the first nine months of 1997. A dividend in the amount of $150,000 payable on March 12, 1997 and a dividend in the amount of $700,000 payable on August 17, 1997. With the Company now fully organized, a $.20 per share cash dividend was declared in July, 1997, payable on August 15, 1997. Both the Bank and the Company maintain strong liquidity positions. 8 RESULTS OF OPERATIONS Interest income on loans was up by $752,000 in the first nine months of 1997, compared with the same period during 1996. The increase in interest income was primarily attributable to the increase in average outstanding loans, which were up by $7.1 million. The effective yield increased only by approximately 18 basis points. Approximately 70% of this positive variance is due to the volume increase, primarily from the purchase of loans in conjunction with the Citizens acquisition. There was also a difference caused by the number of days during the respective first quarters which accounts for approximately $45,000. Interest income on investments, including Federal funds transactions, increased by $470,000 during the first nine months of 1997 over the comparable period in 1996. This increase, as with loans, was primarily attributable to the increase in funds available for investment, which was up by $11.0 million. The effective yield increased 2.5 basis points. Approximately 96% of this positive variance is due to the volume increase (primarily from the investible cash, $8.1 million), made available in conjunction with the Citizens acquisition. There was also a difference caused by the number of days during the respective first quarters which accounts for approximately $14,000. Interest expense on interest-bearing deposits were up by $328,000 in the first nine months of 1997, compared with the first nine months of 1996. The increase in interest expense was attributable to the increase in average interest-bearing deposits which were up by $11.6 million. The effective rate increased less than 2 basis points. The increase in the rate raised the overall interest expense cost by about $22,000. There was also a difference caused by the number of days during the respective first quarters which accounts for approximately $21,000. Net interest margin improved from 5.75% for the first nine months of 1996, to 5.82% for the same period in 1997. The provision for loan losses of $30,000 is sufficient to bring the allowance for loan losses to a balance considered to be adequate to absorb potential losses in the portfolio. Management's determination of the adequacy of the allowance is based upon a detailed evaluation of the portfolio, current economic conditions and trends, historical loan loss experience and other risk factors. Noninterest income increased $254,000 or 10.96% to $2,576,000 as of September 30, 1997. While the effect of the mergers contributed to the increased service fee base, fees from the sale of loans into the secondary market also are reflected in the overall increase in 1997. Non interest expenses increased $750,000 or 8.22% to $9,865,000 as of September 30, 1997. Approximately 55% of this overall increase is related to increased salary expense, due directly to the three additional operating branches reflected in the first nine months of 1997. Two of these branches (Citizens Bank) were acquired in May of 1996 and accounted for using purchase accounting. Salary dollars are, therefore, not included in the 1996 reported numbers for the first four months. The number of full-time equivalents, as restated for the El Camino merger, was reported at 195 as of September 30, 1996, as well as September 30, 1997. Also during the first nine months of 1997, the Bank absorbed certain costs associated with the El Camino merger totaling approximately $56,000, goodwill amortization from the Citizens acquisition totaling $99,000, increased occupancy costs for the three additional locations of approximately $67,000, as well as increased promotional expenses associated with the El Camino merger and the opening of the Atascadero Branch of approximately $33,000. There was also a writedown of $54,000 to one of the Bank's OREO properties which occurred during the first nine months as well as costs associated with the closure of the Main Street Branch in Templeton. While some of these aforementioned expenses will be ongoing, approximately $200,000 appear to be of a non-reoccurring nature. Excluding these dollars would bring the percentage of increase in noninterest expenses for the first nine months of 1997 (when compared to first half 1996), down to 6.0%, which is more in line with the increase in noninterest income. 9 CAPITAL RESOURCES The Company and its bank subsidiary are subject to risk-based capital regulations adopted by the federal banking regulators. These guidelines are used to evaluate capital adequacy and are based upon an institution's assets risk profile and off-balance sheet exposures, such as unused loan commitments and letters of credit. The following table sets forth the Company's and the Bank's leverage and risk-based capital ratios at September 30, 1997: (In thousands) COMPANY BANK - --------------------------------------------------------------------- Amount % Amount % -------------------------------------------- LEVERAGE RATIO $ 32,952 10.18% $ 32,639 10.15% Regulatory minimum $ 12,945 4.00% $ 12,868 4.00% Excess $ 20,007 6.18% $ 19,771 6.15% RISKED-BASED RATIOS Tier 1 capital $ 32,952 15.05% $ 32,639 14.90% Tier 1 minimum $ 8,758 4.00% $ 8,762 4.00% Excess $ 24,194 11.05% $ 23,877 10.90% Total capital $ 35,191 16.07% $ 34,878 15.92% Total capital minimum $ 17,517 8.00% $ 17,523 8.00% Excess $ 17,674 8.07% $ 17,355 7.92% The management of the Company is not aware of any trends, events, uncertainties or recommendations by regulatory authorities that will have or that are reasonably likely to have material effect on the liquidity, capital resources or operations of the Company. 10 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K A) Exhibits Exhibit No. Exhibit --------------------------------------------------------------------------- 2.1 Plan of Reorganization and Merger Agreement - Annex 1 of Written Consent Statement/Prospectus* 3.1 Articles of Incorporation of Registrant* 3.2 Amendment to Articles of Incorporation of Registrant* 3.3 Amendment to Articles of Incorporation of Registrant* 3.4 Bylaws of the Registrant* 10.1 Form of Indemnification Agreement* 10.2 BSM Bancorp 1996 Stock Option agreement as approved by California Department of Corporations** 10.3 Form of Written Consent* 10.4 Nipomo Branch Land Lease* 10.5 Lompoc Branch Lease* 10.6 Form of "Change in Control" Employment Contract** 27 Financial Data Schedule (for SEC use only) *All documents listed are incorporated by reference and can be found in the Registration Statement of the Company filed on Form S-4. **This exhibit is contained in BSM Bancorp's Quarterly Report on Form 10-Q for the period ended March 31, 1997, filed with the Commission on May 15, 1997 (Commission File No. 333-16951), and incorporated by reference. B) Reports on Form 8-K There were no reports on Form 8-K during the nine months ended September 30, 1997. 11 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BSM Bancorp (Registrant) /s/ William A. Hares Date: October 27, 1997 William A. Hares President and Chief Executive Officer /s/ F. Dean Fletcher Date: October 27, 1997 F. Dean Fletcher Executive Vice President and Chief Financial Officer 12 EX-27 2 EXHIBIT 27--FDS
9 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 18,483,726 231,166,725 17,074,000 0 43,887,311 56,620,480 56,728,847 181,757,346 (2,239,520) 335,829,386 299,268,587 0 1,838,220 0 0 0 11,536,339 23,186,240 335,829,386 13,901,268 4,063,701 459,404 18,424,373 6,228,045 6,228,045 12,196,328 30,000 0 9,865,193 4,877,085 4,877,085 0 0 2,992,285 .99 .99 5.45 850,155 0 768,406 0 2,351,221 (569,811) 77,255 2,239,520 2,239,520 0 0
-----END PRIVACY-ENHANCED MESSAGE-----