-----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, M5SJkrnXGzw42p4fLgxn4q3kYyZTkjs2WlYLCCgK/ltw9LbxGKG6shqCUSoFlALm 9obSd8SPAI0x8xEYyTtxrQ== 0000702700-98-000009.txt : 19980512 0000702700-98-000009.hdr.sgml : 19980512 ACCESSION NUMBER: 0000702700-98-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980511 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SARATOGA BANCORP CENTRAL INDEX KEY: 0000702700 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942817587 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 002-77519-LA FILM NUMBER: 98614970 BUSINESS ADDRESS: STREET 1: 12000 SARATOGA SUNNYVALE RD CITY: SARATOGA STATE: CA ZIP: 95070 BUSINESS PHONE: 4089731111 10-Q 1 10-Q FOR PERIOD ENDED 03/31/98 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1998 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 2-77519-LA SARATOGA BANCORP (Exact name of registrant as specified in its charter) California 94-2817587 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12000 Saratoga-Sunnyvale Road Saratoga, California 95070 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (408) 973-1111 NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. CLASS SHARES OUTSTANDING AT APRIL 16, 1998 Common Stock 1,644,567 The Index to Exhibits appears on Page 18 Page 1 of 19 pages 2 PART I - FINANCIAL INFORMATION Item 1. Consolidated Condensed Financial Statements SARATOGA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1998 1997* (Unaudited) ASSETS Cash and due from banks $ 5,884,000 $ 4,760,000 Federal funds sold 14,800,000 10,500,000 Total cash and equivalents 20,684,000 15,260,000 Interest bearing deposits in other banks 1,589,000 1,489,000 Securities available for sale 14,341,000 16,184,000 Securities held to maturity 30,910,000 31,152,000 Loans, net 60,801,000 63,187,000 Premises and equipment 1,946,000 1,992,000 Other assets 1,729,000 1,780,000 TOTAL ASSETS $132,000,000 $131,044,000 =========== =========== LIABILITIES Deposits: Non interest-bearing $ 26,097,000 $ 25,456,000 Interest-bearing 67,828,000 65,590,000 Total deposits 93,925,000 91,046,000 Federal funds purchased - 2,000,000 Other borrowings 22,939,000 22,984,000 Accrued expenses and other liabilities 1,187,000 1,409,000 TOTAL LIABILITIES 118,051,000 117,439,000 SHAREHOLDERS' EQUITY Common stock, no par value; Authorized: 20,000,000 shares; Issued and outstanding: 1,637,950 and 1,644,567 shares 4,718,000 4,705,000 Net retained earnings 9,406,000 9,099,000 Unrealized loss on securities available for sale (175,000) (199,000) TOTAL SHAREHOLDERS' EQUITY 13,949,000 13,605,000 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $132,000,000 $131,044,000 =========== =========== *Derived from the December 31, 1997 audited balance sheet included in the Company's 1997 Annual Report on Form 10-K. See notes to consolidated condensed financial statements. 3 SARATOGA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED INCOME STATEMENTS (Unaudited) Three Months Ended March 31, 1998 1997 ------------ ------------ INTEREST INCOME: Loans $ 1,558,000 $ 1,303,000 Investment securities 748,000 592,000 Federal funds sold 104,000 224,000 ----------- ----------- Total interest income 2,410,000 2,119,000 ----------- ----------- INTEREST EXPENSE: Deposits 717,000 731,000 Other 352,000 280,000 ----------- ----------- Total interest expense 1,069,000 1,011,000 ----------- ----------- NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES 1,341,000 1,108,000 Provision for credit losses 51,000 - ----------- ----------- Net interest income after provision for credit losses 1,290,000 1,108,000 Other income 159,000 122,000 Other expenses 776,000 780,000 ----------- ----------- INCOME BEFORE INCOME TAXES 673,000 450,000 Provision for income taxes 256,000 171,000 ----------- ----------- NET INCOME $ 417,000 $ 279,000 =========== =========== EARNINGS PER SHARE: Basic $ 0.25 $ 0.18 =========== =========== Diluted $ 0.23 $ 0.16 =========== =========== See notes to consolidated condensed financial statements. 4 SARATOGA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1998 1997 OPERATIONS: Net income $ 417,000 $ 279,000 Adjustments to reconcile net income to net cash provided by operating activities: Credit for credit losses 51,000 - Depreciation and amortization 46,000 46,000 Other, net (304,000) 187,000 Net cash provided by operating activities 210,000 512,000 INVESTING ACTIVITIES: Proceeds from maturities or sale of securities available for sale 10,077,000 690,000 Proceeds from maturities of securities held to maturity 2,199,000 647,000 Purchase of securities available for sale (7,057,000) - Purchase of securities held to maturity (3,085,000) (150,000) Net (increase) decrease in loans 2,343,000 (236,000) Purchases of premises and equipment - (17,000) Net cash provided by investing activities 4,477,000 934,000 FINANCING ACTIVITIES: Net increase in deposits 2,879,000 2,159,000 Payment of cash dividends (110,000) - Issuance of common stock 13,000 - Net decrease in other borrowings (45,000) (36,000) Decrease in federal funds purchased (2,000,000) (1,500,000) Net cash provided by financing activities 737,000 623,000 NET INCREASE IN CASH AND EQUIVALENTS 5,424,000 2,069,000 Cash and equivalents, Beginning of period 15,260,000 22,843,000 Cash and equivalents,end of period $20,684,000 $24,912,000 =========== =========== See notes to consolidated condensed financial statements. 5 SARATOGA BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS QUARTERS ENDED MARCH 31, 1998 AND 1997 1. The unaudited consolidated condensed financial statements reflect all adjustments (which include only normal recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for the periods are not necessarily indicative of the results to be expected for the full fiscal year. 2. On March 27, 1998 the Board of Directors declared a 3- for-2 stock split, which was distributed on May 1, 1998, to shareholders of record as of April 15, 1998. All share and per share data have been retroactively adjusted to reflect the stock split. 3. The Company adopted SFAS No. 128 "Earnings per Share" during the fourth quarter of 1997. SFAS 128 requires presentation of basic and diluted earnings per share (EPS) and restatement of all prior period EPS presented. Basic EPS is computed by dividing net income by the weighted average common shares outstanding during the period. Diluted EPS reflects the potential dilution if securities or other contracts to issue common stock are exercised or converted into common stock. The weighted average shares used in computing earnings per share are as follows:
Basic earnings per share 1,638,668 1,553,933 Diluted potential common shares from exercise of stock options, using the treasury stock method 179,881 209.431 Diluted earnings per share 1,818,549 1,763,364
4. Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This Statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement that is displayed with the same prominence as other annual financial statements, This Statement also requires that an entity classify items of other 6 comprehensive earnings by thier nature in an annual financial statement. For example, other comprehensive earnings may include foreign currency translation adjustments, minimum pension liability adjustments, and unrealized gains and losses on marketable securities classified as available-for-sale. Annual financial statements for prior periods will be reclassified, as required. The Company's total comprehensive earnings are as follows:
Quarters ended March 31, 1998 1997 Net income $427,000 $279,000 Other comprehensive earnings(losses)- Net unrealized gains(losses) on securities available for sale 24,000 (24,000) Total comprehensive earnings $441,000 $255,000
5. For the three months ended March 31, 1998, cash paid for income taxes was $566,000. There was no cash paid for income taxes during the three months ended March 31, 1997. During the three months ended March 31, 1998 and 1997, cash paid for interest was $1,050,000 and $959,000, respectively. 7 SARATOGA BANCORP AND SUBSIDIARY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Summary of financial results At March 31, 1998, total assets were $132,000,000, an increase of $956,000 (1.0%) from $131,044,000 at December 31, 1997. Net loans decreased $2,386,000 from $63,187,000 at December 31, 1997 to $60,801,000 at March 31, 1998. Total deposits increased $2,879,000 (3.2%) from $91,046,000 at year-end 1997 to $93,925,000 at March 31, 1998. Net income for the first quarter of 1998 was $417,000 ($0.25 basic earnings per share, $0.23 diluted earnings per share) compared to $279,000 ($0.18 basic earnings per share, $0.16 diluted earnings per share) for the comparable period in 1997. The increase in income resulted primarily from an increase in the volume and yield of earning assets, offset in part by an increase in interest expense due to the increased volume of interest-bearing liabilities and other borrowings. RESULTS OF OPERATIONS Certain matters discussed or incorporated by reference in this Quarterly Report on Form 10-Q are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, matters described in Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations." Therefore, the information set forth therein should be carefully considered when evaluating the business prospects of the Company and the Bank. FIRST QUARTER OF 1998 AND 1997 An analysis of the results of operations of the Company for the first quarter of 1998 compared to the first quarter of 1997 is presented below: 8 Net interest income Net interest income, the difference between interest earned on loans and investments and interest paid on deposits and other borrowings, is the principal component of the Bank's earnings. The components of net interest income are as follows:
Three months ended March 31, 1998 1997 Average Average Average Average Balance Interest Yield(1) Balance Interest Yield(1) (In thousands, except percentages) Assets: Earning assets: Loans (2) $ 63,520 $1,558 9.8% $53,050 $1,303 9.8% Securities 48,065 748 6.2 41,558 592 5.7 Federal funds sold 7,651 104 5.4 17,777 224 5.0 Total interest earning assets 119,236 2,410 8.1 112,385 2,119 7.5 Cash and due from banks 4,862 4,446 Other assets (3) 2,804 3,992 $126,902 $120,823 ======== ======= Liabilities and Shareholders' Equity: Interest-bearing liabilities: Demand deposits $ 33,911 282 3.3 $37,006 311 3.4 Time deposits 32,831 435 5.3 31,715 420 5.3 Other borrowings 22,986 352 6.1 18,183 280 6.2 Total interest- bearing liabilities 89,728 1,069 4.8 86,904 1,011 4.7 Demand deposits 21,878 21,033 Other liabilities 1,508 774 Total liabilities 113,114 108,711 Shareholders' equity 13,788 12,112 $126,902 $120,823 ======== ======= Net interest income and margin(4)$1,341 4.5% $1,108 3.9% ====== ======
(1) Annualized. (2) Loan interest income includes loan fee income of $82,000 and $83,000 for the quarters ended March 31, 1998 and 1997, respectively. (3) Other assets include the average allowance for credit losses of $606,000 and $623,000 and average deferred loan fees of $319,000 and $325,000 for the quarters ended March 31, 1998 and 1997, respectively. (4) Net interest margin is computed by dividing net interest income by total average earnings assets. 9 Provision for credit losses The Bank maintains an allowance for possible credit losses which is based, in part, on the Bank's historical loss experience, the impact of forecasted economic conditions within the Bank's market area, and, as applicable, the State of California, the value of the underlying collateral, loan performance and inherent risks in the loan portfolio. The allowance is reduced by charge-offs and increased by provisions for credit losses charged to operating expense and recoveries of previously charged-off loans. During the first quarter of 1998, the Bank provided $51,000 for the allowance for credit losses. During the first quarter of 1997, the Bank did not record a provision for credit losses. There were no loans charged-off and $12,000 in recoveries in the first quarter of 1998, compared to $18,000 in loans charged-off and $10,000 in recoveries in the first quarter of 1997. At March 31, 1998, the allowance for credit losses was $641,000 or 1.1% of total loans, compared to $578,000 or 0.9% at December 31, 1997. There were no nonaccrual loans at March 31, 1998 ($360,000 at December 31, 1997). At March 31, 1998 and December 31, 1997, there were no loans past due 90 days or more as to principal or interest and still accruing interest. There were no loans at March 31, 1998 which were troubled debt restructurings as defined in Statement of Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring." At March 31, 1998, there were two potential problem loans having a combined principal balance of $259,000 ($305,000 at December 31, 1997). Potential problem loans are loans which are generally current as to principal and interest but have been identified by the Company as potential problem loans due either to a decrease in the underlying value of the property securing the credit or some other deterioration in the creditworthiness of the borrower. The two loans identified as potential problem loans are secured by real estate and personal property. There was no Other Real Estate Owned ("OREO") at March 31, 1998 or December 31, 1997. 10 Nonperforming loans and OREO are summarized below: March 31, 1998 December 31, 1997 Nonperforming loans: Past due 90 days or more $ - $ - Nonaccrual - 360,000 Total - 360,000 Other real estate owned - - Total nonperforming loans and other real estate owned $ - $ 360,000 ========== ==========
Management is of the opinion that the allowance for credit losses is maintained at an adequate level for known and currently anticipated future risks inherent in the loan portfolio. However, the Bank's loan portfolio, which includes approximately $35,000,000 in real estate loans representing approximately 58% of the portfolio, could be adversely affected if California economic conditions and the real estate market in the Bank's market area were to weaken. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and OREO and the level of the allowance for loan losses which could adversely affect the Company's and the Bank's future growth and profitability. NONINTEREST INCOME Other income consists of service charges on deposit accounts, income from assets acquired for lease and fees for other miscellaneous services. Total other income increased from $122,000 in the first quarter of 1997 to $159,000 in the first quarter of 1998. This increase is primarily attributable to a gain on sale of securities of $51,000. NONINTEREST EXPENSE Other expenses decreased slightly from $780,000 in the first quarter of 1997 to $776,000 in the first quarter of 1998. As a percentage of average earning assets, other expenses for the first quarter, on an annualized basis, were 2.8% and 2.6% in 1997 and 1998, respectively. 11 LIQUIDITY AND CAPITAL RESOURCES The Bank manages its liquidity to provide adequate funds at an acceptable cost to support borrowing requirements and deposit flows of its customers. Liquid assets as a percentage of deposits were 39% and 36% at March 31, 1998 and December 31, 1997, respectively. In addition to cash and due from banks, liquid assets include Federal funds sold and securities available for sale. The Bank has $10.0 million in Federal funds lines of credit available with correspondent banks to meet liquidity needs. Management regularly reviews general economic and financial conditions, both external and internal, and determines whether the positions taken with respect to liquidity and interest rate sensitivity continue to be appropriate. The Bank also utilizes a monthly "Gap" report which identifies rate sensitivity over the short- and long-terms. The following table sets forth the distribution of repricing opportunities, based on contractual terms, of the Company's earning assets and interest-bearing liabilities at March 31, 1998, the interest rate sensitivity gap (i.e. interest rate sensitive assets less interest rate sensitive liabilities), the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio (i.e. interest rate sensitive assets divided by interest rate sensitive liabilities) and the cumulative interest rate sensitivity gap ratio. Based on the contractual terms of its assets and liabilities, the Bank is currently liability sensitive in terms of its exposure to interest rates through the next five years. In other words, the Bank's liabilities reprice faster than its assets during the next five years. 12
DISTRIBUTION OF REPRICING OPPORTUNITIES At March 31, 1998 (Dollars in thousands) After Three After Six After One Within Months But Months But Year But After Three Within Six Within One Within Five Months Months Year Five Years Years Total Federal funds sold $14,800 $ - $ - $ - $ - $14,800 Interest bearing deposits in other banks - - 1,589 - - 1,589 Municipal securities 200 661 - 1,982 5,277 8,120 U.S. Treasury and Agency securities 3,007 518 625 4,799 26,021 34,970 FRB/FHLB stock - - - - 2,162 2,162 Loans 32,113 1,231 3,141 12,686 12,576 61,747 Total earning assets $50,120 $ 2,410 $ 5,355 $19,467 $46,036 $123,388 Interest-bearing demand deposits $34,294 $ - $ - $ - $ - $ 34,294 Savings deposits 3,755 - - - - 3,755 Time certificates of deposit of $100,000 or more 5,852 $ 1,753 $ 3,921 $ 2,543 - 14,069 Other time deposits 4,154 3,274 5,397 2,885 - 15,710 Other borrowings 5,000 - - 7,016 $10,923 22,939 Total interest- bearing liabilities $53,055 $5,027 $ 9,318 $12,444 $10,923 $90,767 Interest rate sensitivity gap $(2,935) $(2,617) $(3,963) $ 7,023 $35,113 $32,621 ======= ======= ======= ======= ======= ======= Cumulative interest rate sensitivity gap $(2,935) $(5,552) $(9,515) $(2,492) $32,621 ======= ======= ======= ======= ======= Interest rate sensitivity gap ratio 0.94% 0.48% 0.57% 1.56% 4.21% Cumulative interest rate sensitivity gap ratio 0.94% 0.90% 0.86% 0.97% 1.36%
13 The Company and the Bank are subject to capital adequacy guidelines issued by the Board of Governors of the Federal Reserve System (the "Board of Governors") and the Office of the Comptroller of the Currency ("OCC"). The Company and the Bank are required to maintain total capital equal to at least 8% of assets and commitments to extend credit, weighted by risk, of which at least 4% must consist primarily of common equity including retained earnings (Tier 1 capital) and the remainder may consist of subordinated debt, cumulative preferred stock or a limited amount of loan loss reserves. Certain assets and commitments to extend credit present less risk than others and will be assigned to lower risk-weighted categories requiring less capital allocation than the 8% total ratio. For example, cash and government securities are assigned to a 0% risk-weighted category, most home mortgage loans are assigned to a 50% risk-weighted category requiring a 4% capital allocation and commercial loans are assigned to a 100% risk-weighted category requiring an 8% capital allocation. As of March 31, 1998, the Company's total risk- based capital ratio was approximately 18.7% (approximately 17.8% for the Bank) compared to approximately 18.1% (approximately 17.4% for the Bank) at December 31, 1997. The Board of Governors and the OCC adopted a 3% minimum leverage ratio for banking organizations as a supplement to the risk-weighted capital guidelines. The minimum leverage ratio is intended to limit the ability of banking organizations to leverage their equity capital base by increasing assets and liabilities without increasing capital proportionately. The 3% minimum leverage ratio constitutes a minimum ratio for well-run banking organizations. Organizations experiencing or anticipating significant growth or failing to meet certain BGFRS standards will be required to maintain a minimum leverage ratio ranging from 100 to 200 basis points in excess of the 3% ratio. The following table reflects the Company's leverage, Tier 1 and total risk-based capital ratios as of March 31, 1998 and December 31, 1997. March 31, 1998 December 31, 1997 Leverage ratio 10.8% 10.9% Tier 1 capital ratio 17.9% 17.4% Total risk-based capital ratio 18.7% 18.1%
On December 19, 1991, the President signed the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"). The FDICIA, among other matters, substantially revised banking regulations and established a framework for determination of capital adequacy of financial institutions. Under the FDICIA, financial institutions are placed into one of five capital adequacy catagories as follows: (1) "Well capitalized" - 14 consisting of institutions with a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 6% or greater and a leverage ratio of 5% or greater, and the institution is not subject to an order, written agreement, capital directive or prompt corrective action directive; (2) "Adequately capitalized" - consisting of institutions with a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or greater and a leverage ratio of 4% or greater, and the institution does not meet the definition of a "well capitalized" institution; (3) "Undercapitalized" - consisting of institutions with a total risk-based capital ratio less than 8%, a Tier 1 risk-based capital ratio of less than 4%, or a leverage ratio of less than 4%; (4) "Significantly undercapitalized" - consisting of institutions with a total risk-based capital ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 3%, or a leverage ratio of less than 3%; (5) "Critically undercapitalized" - consisting of an institution with a ratio of tangible equity to total assets that is equal to or less than 2%. Financial institutions classified as undercapitalized or below are subject to various limitations including, among other matters, certain supervisory actions by bank regulatory authorities and restrictions related to (i) growth of assets, (ii) payment of interest on subordinated indebtedness, (iii) payment of dividends or other capital distributions, and (iv) payment of management fees to a parent holding company. FDICIA requires bank regulatory authorities to initiate corrective action regarding financial institutions which fail to meet minimum capital requirements. Such action may result in orders to, among other matters, augment capital and reduce total assets. Critically undercapitalized financial institutions may also be subject to appointment of a receiver or implementation of a capitalization plan. OTHER MATTERS From time to time, the Company's Board of Directors reviews and consults with advisors, including investment banking and legal advisors, regarding banking industry trends and developments, as well as internal and external opportunities to maximize shareholder value. Such reviews and consultations include evaluating and comparing internal results of operations projections and external opportunities for mergers, acquisitions, reorganizations, or other transactions with third parties which may be in the interests of the Company's shareholders. The Company's Board of Directors considers such periodic review and consultation to be important as part of their analysis of the Company's value and prospects in the changing banking environment and in view of the current consolidation activity within the banking industry. 15 Year 2000 As the year 2000 approaches, a critical issue has emerged regarding how existing application software programs and operating systems can accommodate this date value. In brief, many existing application software products were designed to only accommodate a two digit date position which represents the year (e.g. "97" is stored on the system and represents the year 1997). As a result, the year 1999 (i.e. "99", could be the maximum date value these systems will be able to accurately process. This is not just a banking problem, as corporations around the world and in all industries are similarly impacted. Management is in the process of working with its software vendors to assure that the Company is prepared for the year 2000. The Company has put procedures in place to inquire whether the systems of key borrowers are year 2000 compliant. At present the Company has not identified any special problems and does not have an estimate of the total cost of evaluating and fixing any potential year 2000 problems. Quantitative and Qualitative Disclosures about Market Risk Disclosures under this item are not required for the current fiscal year as the Company qualifies as a "Small Business" filer. 16 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 a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) (3) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K On March 2, 1998, Registrant filed a Current Report on Form 8-K, dated February 20, 1998, reporting under Item 5 (Other Events) a ten cent ($0.10) cash dividend on the outstanding shares of Common Stock of Saratoga Bancorp, to be payable on April 14, 1998 to shareholders of record at the close of business on March 31, 1998. On April 10, 1998, Registrant filed a Current Report on Form 8-K, dated March 27, 1998, reporting under Item 5 (Other Events) a three-for-two stock split of the outstanding shares of Common Stock of Saratoga Bancorp, to be payable on May 1, 1998 to shareholders of record at the close of business on April 15, 1998. On April 10, 1998, Registrant filed a Current Report on Form 8-K, dated April 10, 1998, reporting under Item 5 (Other Events) the amendments of the financial data schedules for the preceding two year period. 17 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. SARATOGA BANCORP Richard L. Mount Date: May 11, 1998 ------------------------- Richard L. Mount, President (Principal Executive Officer) 18 INDEX TO EXHIBITS Sequentially Numbered Number Exhibits Page 27.1 Financial Data Schedule 19 EX-27 2
9 3-MOS DEC-31-1998 MAR-31-1998 5884000 1589000 14800000 0 14341000 30910000 31116000 60801000 641000 132000000 93925000 5000000 1187000 17939000 0 0 4718000 9231000 132000000 1558000 748000 104000 2410000 717000 1069000 1341000 51000 51000 776000 673000 417000 0 0 417000 0.25 0.23 8.1 0 0 0 259000 578000 0 12000 641000 225000 0 416000
-----END PRIVACY-ENHANCED MESSAGE-----