-----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, WqMe9Fsesk3rocrWhOEXWTjDRJhqK5rUEWys6xJnAGPLQllUA8QHBhtNJJZHSeEw GoYytPZ2Ayan/kFUulmLdQ== 0000916480-97-000026.txt : 19971117 0000916480-97-000026.hdr.sgml : 19971117 ACCESSION NUMBER: 0000916480-97-000026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSB HOLDINGS INC /WI/ CENTRAL INDEX KEY: 0000948368 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 391804877 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26480 FILM NUMBER: 97718289 BUSINESS ADDRESS: STREET 1: 1905 WEST STEWART AVE CITY: WAUSAU STATE: WI ZIP: 54401 BUSINESS PHONE: 7158422191 MAIL ADDRESS: STREET 1: 1905 WEST STEWART AVE CITY: WAUSAU STATE: WI ZIP: 54401 FORMER COMPANY: FORMER CONFORMED NAME: PSB HOLDINGS INC /WI/ DATE OF NAME CHANGE: 19950721 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES STATE BANK /WI/ DATE OF NAME CHANGE: 19950721 10-Q 1 10Q FOR 9/30/97 FOR PSB HOLDINGS, INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 0-26480 PSB HOLDINGS, INC. (Exact name of registrant as specified in charter) WISCONSIN 39-1804877 (State of incorporation) (I.R.S Employer Identification Number) 1905 WEST STEWART AVENUE WAUSAU, WISCONSIN 54401 (Address of principal executive office) Registrant's telephone number, including area code: 715-842-2191 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of common shares outstanding at September 30, 1997 was 883,235. PSB HOLDINGS, INC. FORM 10-Q QUARTER ENDED SEPTEMBER 30, 1997 PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income, Nine Months and Three Months Ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited) 2 Condensed Consolidated Balance Sheets September 30, 1997 (unaudited) and December 31, 1996 (derived from audited financial statements) 3 Condensed Consolidated Statements of Cash Flows Nine Months and Three Months Ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited) 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to Vote of Securities Holders 11 Item 5. Other Information Item 6. Exhibits and Reports on form 8-K 12 -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PSB HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME
($ thousands except share data -unaudited) Nine Months Ended Three Months Ended September 30, September 30, 1997 1996 1997 1996 Interest income: Interest and fees on loans $ 9,340 $ 8,687 $ 3,225 $ 2,953 Interest on investment securities Taxable 1,793 1,730 570 595 Tax-exempt 433 415 146 139 Other interest income 66 158 36 35 Total interest income 11,632 10,990 3,977 3,722 Interest expense: Deposits 5,832 5,271 2,007 1,792 Short-term borrowings 275 520 81 168 Total interest expense 6,107 5,791 2,088 1,960 Net interest income 5,525 5,199 1,889 1,762 Provision for losses on loans 155 135 65 45 Net interest income after provision for losses on loans 5,370 5,064 1,824 1,717 Other income: Service fees 364 378 132 137 Insurance commissions 42 43 7 -0- Net gains on other real estate -0- 203 -0- 15 Net gains on securities sales 3 -0- 3 -0- Other operating income 145 121 53 69 Total other income 554 745 195 221 Other expense: Salaries and related benefits 1,903 1,696 625 550 Net occupancy expense 530 520 175 174 Computer operations 52 184 26 15 Other operating expense 822 801 260 315 Total other expenses 3,307 3,201 1,086 1,054 Income before income taxes 2,617 2,608 933 884 Provision for income taxes 849 840 307 267 Net income $ 1,768 $ 1,768 $ 626 $ 617 Income per share Basis: Weighted average of 889,549 shares in 1997 Weighted average of 902,246 shares in 1996 Net income per share $ 1.99 $ 1.96 $ .70 $ .68
-2- PSB HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS
($ thousands) September 30, December 31, ASSETS 1997* 1996* Cash and cash equivalents $ 10,207 $ 10,152 Federal funds sold -0- -0- Investment securities - Held to maturity (Market value $12,716 & $11,763 at 1997 & 1996 respectively) 12,615 11,714 Available for sale (at fair market value, cost $35,520 & $39,881 at 1997 & 1996 respectively) 35,640 39,871 Total loans 145,323 138,011 Allowance for loan losses (1,861) (1,925) Net loans 143,462 136,086 Bank premises and equipment 3,576 3,701 Other assets 3,022 2,634 TOTAL ASSETS $208,522 $ 204,158 LIABILITIES Noninterest-bearing deposits $ 24,208 $ 28,486 Interest-bearing deposits 156,735 149,643 Total deposits 180,943 178,129 Federal funds purchased 2,494 2,197 Short-term borrowings 4,295 3,569 Notes payable 125 -0- Other liabilities 1,321 1,974 Total liabilities 189,178 185,869 STOCKHOLDERS' EQUITY Common stock - no par value with a stated value of $2 per share - 1,000,000 shares authorized - 902,425 shares issued 1,805 1,805 Additional paid in capital 7,159 7,159 Retained earnings 11,107 9,649 Net unrealized gain (loss) on securities available for sale, net of deferred income taxes 76 (9) Treasury stock, at cost - 19,190 shares in 1997, 7,000 shares in 1996 (803) (315) Total stockholders' equity 19,344 18,289 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $208,522 $204,158 *The consolidated balance sheet at September 30, 1997 is unaudited. The December 31, 1996 consolidated balance sheet is derived from audited financial statements.
-3- PSB HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOW
Nine Months Ended Three Months Ended September 30, September 30, ($ thousands - unaudited) 1997 1996 1997 1996 Cash flows from operating activities: Net income $ 1,768 $1,768 $626 $617 Provision for depreciation, and net amortization 338 268 111 86 Provisions for loan losses 155 135 65 45 Gain on sale of other real estate -0- (203) -0- (203) Changes in operating assets and liabilities: Other assets (52) (575) (58) (27) Other liabilities (653) (307) (168) 71 Net cash provided by operating activities 1,556 1,086 576 777 Cash flows from investing activities: Proceeds from sale and maturities of: Held to maturity securities 1,130 1,146 150 175 Available for sale securities 7,381 11,738 3,424 1,661 Payment for purchase of: Held to maturity securities (2,041) (2,609) (624) (818) Available for sale securities (3,074) (15,495) (601) (3,462) Net change in loans (7,867) (9,334) (4,015) (5,071) Net (increase) decrease in federal funds sold -0- 5,683 -0- 2,506 Proceeds from sale of other real estate -0- 230 -0- 15 Capital expenditures (194) (656) (82) (16) Net cash used in investing activities (4,665) (9,297) (1,748) (5,010) Cash flows from financing activities: Net increase in deposits 2,814 9,468 1,341 5,805 Net increase (decrease) in short-term borrowings 726 (3,521) 21 (4,686) Net increase (decrease) in federal funds purchased 297 3,745 (1,801) 3,745 Dividends paid (310) (328) -0- -0- Purchase of stock (488) (315) (119) (315) Note payable 125 -0- 125 -0- Net cash provided (used) by financing activities 3,164 9,049 (433) 4,549 Net increase (decrease) in cash and cash equivalents 55 838 (1,605) 316 Cash and cash equivalents at beginning of period 10,152 10,868 11,812 11,390 Cash and cash equivalents at end of period $10,207 $11,706 $10,207 $11,706 Supplemental cash flow information: Cash paid during the period for: Interest 6,103 5,791 2,084 1,960 Income taxes 800 825 308 320
-4- PSB HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying financial statements in the opinion of management reflect all adjustments which are normal and recurring in nature and which are necessary for a fair statement of the results for the periods presented. In all material respects, the financial statements have been presented in accordance with generally accepted accounting principles. 2. Earnings per share of common stock is based on the weighted average number of common shares outstanding. 3. Refer to notes to the financial statements which appear in the 1996 annual report for the company's accounting policies which are pertinent to these statements. -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (All $ amounts are in thousands, except per share amounts) RESULTS OF OPERATIONS TOTAL ASSETS Total assets have increased by $4,364 from December 31, 1996 to September 30, 1997. This is an increase of 2.14% due to increases in deposits of $2,814 and increases in borrowings of $1,023. Average total assets for the month of September, 1997 were $207,506. Total assets increased by $120 in the third quarter of 1997, an increase of .06%. In 1996, third quarter assets increased by $5,296 or 2.71%. LOANS Net loans have increased by $7,376 from December 31, 1996 to September 30, 1997. This is an increase of 5.42%. Net loans have increased by $3,614 in the third quarter of 1997, an increase of 2.58%. In 1996, third quarter loans increased by $5,027 or 3.94%. CASH AND INVESTMENTS Cash increased by approximately $55 as of September 30, 1997 compared to December 31, 1996. Investments, on the other hand decreased by $3,330 or 6.45%. Two securities totalling $2,300 were sold without replacement during the second quarter of 1997. Cash decreased by $1,605 in the third quarter of 1997. Cash increased by $316 during the third quarter of 1996. DEPOSITS Deposits increased by $2,814 from December 31, 1996 to September 30, 1997. This is an increase of 1.58% Average deposits for September were $181,961. Deposits increased by $1,341 in the third quarter of 1997. This is an increase of .75%. In 1996, third quarter deposits increased $5,805 or 3.54%. SHORT TERM BORROWINGS Fed funds purchased increased by $297 from December 31, 1996 to September 30, 1997. Repurchase agreements increased $726. Fed funds purchased decreased $1,801 in the third quarter of 1997. Repurchase agreements increased only $21. In the third quarter of 1996 fed funds purchased increased by $3,745 and repurchase agreements decreased $4,686. EQUITY Equity grew by $1,055 or 5.77% due to the following: Net income for the first nine months of $1,768, an increase in the "Net unrealized gain on securities available for sale" of $85, dividends paid of $310 and treasury stock acquired of $488. The increase in the unrealized gain is a result of the market prices of the investment portfolio increasing as of September 30, 1997. Equity grew by $602 or 3.21% in the third quarter of 1997. In the third quarter of 1996 equity grew by $390 or 2.20%. -6- OPERATING DATA SUMMARY GENERAL Net interest income for the first nine months of 1997 is $326 or 6.27% greater than it was for the same period in 1996. Net interest income for the third quarter of 1997 is $127 or 7.21% greater than it was for the same period in 1996. NON-INTEREST INCOME Non-interest income decreased by $191 in the period ending September 30, 1997 compared to the period ending September 30, 1996. This decrease is attributable to the sale of Other Real Estate in January of 1996. Total proceeds from the sale were $215 with a net gain of $188. Non-interest income decreased $26 in the third quarter of 1997 compared to the same period in 1996. NON-INTEREST EXPENSE Non-interest expenses increased by 3.31% or $106 for the period ending September 30, 1997 when compared to the period ending September 30, 1996. Non-interest expense increased by $32 or 3.04% in the third quarter of 1997 compared to the same period in 1996. NET INCOME Net income for the first nine months of 1997 is equal to the same period in 1996 but earnings per share increased due to the reduced weighted average number of shares outstanding in the first nine months of 1997. Net income for the third quarter of 1997 is only $9 more than the third quarter of 1996. Earnings per share increased due to the reduced weighted average number of shares. -7- KEY OPERATING RATIOS (unaudited) Ended September 30, 1997
NINE MONTH PERIOD THREE MONTH PERIOD 1997 1996 1997 1996 Return on assets (net income divided by average assets) (1) 1.16% 1.21% 1.22% 1.24% Return on Average Equity (net income divided by average equity) (1) 12.53% 13.18% 13.15% 13.72% Average Equity to Average Assets 9.22% 9.18% 9.25% 9.05% Interest Rate Spread (difference between average yield on interest earning assets and average cost of interest bearing liabilities) (1) 3.00% 2.95% 2.97% 2.98% Net Interest Margin (net interest income as a percentage of average interest earning assets) (1) 3.77% 3.73% 3.81% 3.75% Non-interest Expense to average assets (1) 2.16% 2.19% 2.11% 2.12% Allowance for loan losses to total loans at end of period 1.28% 1.41% 1.28% 1.41% (1) Annualized
-8- SUMMARY OF LOAN LOSSES EXPERIENCE The following table summarizes loan balances at the end of each period, changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off, by loan category and additions to the allowance which have been charged to expense.
Nine Months Ended Three Months Ended Year Ended SEPTEMBER 30, 1997 SEPTEMBER 30, 1997 DECEMBER 31, 1996 Allowance for loan losses at beginning of period $1,924,686 $1,797,743 $1,780,893 Loans charged off Commercial & Industrial 136,672 -0- 47,809 Agricultural -0- -0- -0- Real Estate - Mortgage 71,011 -0- -0- Installment & Other Consumer Loans 49,690 18,812 25,133 Total Charge Offs (257,373) (18,812) (72,942) Recoveries on loans previously charged off Commercial & Industrial 16,968 15,421 33,236 Agricultural -0- -0- -0- Real Estate - Mortgage 18,582 -0- -0- Installment & Other Consumer Loans 2,762 1,273 3,499 Total Recoveries 38,312 16,694 36,735 Net loans charged off (219,061) (2,118) (36,207) Additions charged to operations 155,000 65,000 180,000 Allowance for loan losses at end of period $1,860,625 $1,860,625 $1,924,686
-9-
AGGREGATE AMOUNT OF NON-PERFORMING LOANS September 30, December 31, 1997 1996 Loans on a non-accrual basis Real estate - mortgage $ 521,107 $ 187,568 Installment loans 81,197 -0- Credit cards & related plans -0- -0- Commercial & all other loans 495,077 59,087 Total non-accrual $1,097,381 $ 246,655 Loans contractually past due thirty through eighty-nine days and still accruing Real estate - mortgage $ 947,787 $ 974,474 Installment loans 429,771 255,458 Credit cards & related plans -0- -0- Commercial & all other loans 575,755 99,069 Total 30 - 89 days $1,953,313 $1,329,001 Loans contractually past due ninety days or more as to interest or principal payments Real estate - mortgage $ -0- $ -0- Installment loans -0- -0- Credit cards & related plans -0- -0- Commercial & all other loans -0- -0- Total over 90 days $ -0- $ -0-
-10- PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable -11- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: (a) Exhibits required by Item 601 of Regulation S-K. EXHIBIT (3) - ARTICLES OF INCORPORATION AND BYLAWS PAGE OR INCORPORATED EXHIBIT (i) Restated Articles of Incorporation, as amended .. 4(a)(1) (ii) Bylaws ......................................... 4(b)(1) EXHIBIT (4) - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS (a) Articles of Incorporation and Bylaws (see Exhibits 3(a) and (b)) EXHIBIT (10) - MATERIAL CONTRACTS (a) Bonus Plan of Directors of the Bank* ............ 10(a)(2) (b) Bonus Plan of Officers and Employees of the Bank* .......................................... 10(b)(2) (c) Non-Qualified Retirement Plan for Directors of the Bank* .................................... 10(c)(2) EXHIBIT (21) - SUBSIDIARIES OF THE REGISTRANT ........ 22(2) EXHIBIT (27) - FINANCIAL DATA SCHEDULE * Denotes Executive Compensation Plans and Arrangements. Where exhibit has been previously filed and is incorporated herein by reference, exhibit numbers set forth herein correspond to the exhibit number where such exhibit can be found in the following reports of the registrant (Commission File No. 0-26480) filed with the Securities and Exchange Commission: (1) Registrant's current report on Form 8-K dated May 30, 1995 (2) Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995 -12- (b) Reports on Form 8-K: None. -13- 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. PSB HOLDINGS, INC. November 12, 1997 TODD R. TOPPEN Todd R. Toppen Secretary and Controller (On behalf of the Registrant and as Principal Financial Officer) -14- EXHIBIT INDEX TO FORM 10-Q OF PSB HOLDINGS, INC. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 Pursuant to Section 102(d) of Regulation S-T (17 C.F.R.
232.102(d)) EXHIBIT 27 - FINANCIAL DATA SCHEDULE Exhibits required by Item 601 of Regulation S-K which have been previously filed and are incorporated by reference are set forth in Part IV, Item 14(c) of the Form 10-Q to which this Exhibit Index relates. -15- EX-27 2 ART. 9 FDS FOR 9-MONTHS 10-Q ENDED SEPTEMBER 30, 1997
9 1,000 9-MOS DEC-31-1997 SEP-30-1997 10,123 84 0 0 35,640 12,615 12,716 145,323 1,861 208,522 180,943 5,766 1,321 125 0 0 1,805 17,539 208,522 9,340 2,226 66 11,632 5,832 6,107 5,525 155 3 3,307 2,617 2,617 0 0 1,768 1.99 1.99 3.77 1,097 0 0 1,953 1,925 257 38 1,861 1,861 0 0
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