-----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, TFv1lQOUYGUNelrIfUN+f5I/zW7HViVq+kIktvBcTd7iacWGQDZLFPnfR2Tp43Lo gqpaqwxMGsNnCNkatJqV/g== 0000908834-96-000076.txt : 19960702 0000908834-96-000076.hdr.sgml : 19960702 ACCESSION NUMBER: 0000908834-96-000076 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGANSPORT FINANCIAL CORP CENTRAL INDEX KEY: 0000939928 STANDARD INDUSTRIAL CLASSIFICATION: 6035 IRS NUMBER: 351945736 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25910 FILM NUMBER: 96563443 BUSINESS ADDRESS: STREET 1: 723 EAST BROADWAY STREET 2: PO BOX 569 CITY: LOGANSPORT STATE: IN ZIP: 46947 BUSINESS PHONE: 2197223855 MAIL ADDRESS: STREET 1: 723 EAST BROADWAY STREET 2: P O BOX 569 CITY: LOGANSPORT STATE: IN ZIP: 46947 10-Q 1 FORM 10-Q FOR LOGANSPORT FINANCIAL CORP. 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 MARCH 31, 1996 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: 0-25910 LOGANSPORT FINANCIAL CORP. (Exact name of registrant specified in its charter) Indiana 35-1945736 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 723 East Broadway P.O. Box 569 Logansport, Indiana 46947 (Address of principal executive offices including Zip Code) (219) 722-3855 (Registrant's telephone number, including area code) 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 shares of the Registrant's common stock, without par value, as of May 1, 1996 was 1,322,500. Logansport Financial Corp. Form 10-Q Index Page No. PART 1. FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Condensed Statement of Financial Condition as of March 31, 1996 and December 31, 1995 (Unaudited) Consolidated Condensed Statement of Income for the three months ended March 31, 1996 and 1995 (Unaudited ) Consolidated Condensed Statement of Changes in Shareholders' Equity for the three months ended March 31, 1996 and 1995 (Unaudited) Consolidated Condensed Statement of Cash Flows for the three months ended March 31, 1996 and 1995 (Unaudited) Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 5. Other information 12 Item 6. Exhibits and Reports of Form 8-K 13 SIGNATURES -2- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Financial Condition (Unaudited) March 31, March 31, 1996 1995 ------------ ------------ Assets Cash $ 1,007,310 $ 1,267,791 Short-term interest bearing deposits 3,229,229 1,974,788 ------------ ------------ Total cash and cash equivalents 4,236,539 3,242,579 Interest bearing deposits 100,000 100,000 Securities available for sale 18,435,056 18,753,096 Loans 51,424,596 49,930,050 Allowance for loan losses (225,888) (222,700) ------------ ------------ Net loans 51,198,708 49,707,350 Premises and equipment 465,794 432,176 Federal Home Loan Bank stock, at cost 348,200 348,200 Cash value of life insurance 1,014,686 1,005,686 Other assets 693,911 1,058,221 ------------ ------------ Total assets $ 76,492,894 $ 74,647,308 ============ ============ Liabilities Deposits $ 54,272,350 $ 52,460,980 Federal Home Loan Bank advances 1,000,000 1,000,000 Dividends payable 132,250 132,250 Other liabilities 615,541 599,808 ------------ ------------ Total liabilities 56,020,141 54,193,038 ------------ ------------ Shareholders' Equity Common stock 12,670,006 12,670,006 Retained earnings-substantially restricted 7,915,852 7,774,213 Net unrealized gain (loss) on securities available for sale, net of tax (113,105) 10,051 ------------ ------------ Total shareholders' equity 20,472,753 20,454,270 ------------ ------------ Total liabilities and shareholders' equity $ 76,492,894 $ 74,647,308 ============ ============ -3- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Income (Unaudited) Three Months Ended March 31, ------------------------- 1996 1995 ---------- ---------- Interest Income Loans $1,031,545 $ 857,347 Investment Securities Taxable 235,747 144,105 Tax-exempt 30,854 27,593 Other interest and dividend income 40,557 22,278 ---------- ---------- Total interest income 1,338,703 1,051,323 ---------- ---------- Interest Expense Deposits 626,932 570,796 Federal Home Loan Bank advances 13,814 15,656 ---------- ---------- Total interest expense 640,746 586,452 ---------- ---------- Net Interest Income 697,957 464,871 Provision for losses on loans 3,000 3,000 ---------- ---------- Net Interest Income After Provision for Losses on Loans 694,957 461,871 ---------- ---------- Other Income Service charges on deposit accounts 13,338 8,144 Net realized gains on sales of securities 11,240 1,741 Recoveries on previously written- off securities -- 22,482 Other income 11,247 9,796 ---------- ---------- Total other income 35,825 42,163 ---------- ---------- Other Expenses Salaries and employee benefits 140,744 114,546 Net occupancy expenses 11,348 8,140 Equipment expenses 11,074 10,529 Deposit insurance expense 29,721 28,975 Computer processing fees 23,575 21,239 Other expenses 80,774 52,562 ---------- ---------- Total other expense 297,236 235,991 ---------- ---------- Income Before Income Tax 433,546 268,043 Income tax expense 159,657 89,487 ---------- ---------- Net Income $ 273,889 $ 178,556 ========== ========== Net Income per share $ 0.21 ========== -4- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Shareholders' Equity (Unaudited) Three Months Ended March 31, --------------------------------- 1996 1995 ------------ ------------- Beginning balance $ 20,454,270 $ 6,833,494 Dividends (132,250) -- Net change in unrealized gain (loss) on securities available for sale (123,156) 12,703 Net income 273,889 178,556 ------------ ------------ Ending balance $ 20,472,753 $ 7,024,753 ============ ============ -5- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited) Three Months Ended March 31, -------------------------- 1996 1995 ------------ ----------- Operating Activities Net income $ 273,889 $ 178,556 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 3,000 3,000 Investment securities gains (11,240) (1,741) Premium and discount amortization, net (1,926) 1,480 Depreciation 9,060 11,002 Change in Other assets 436,089 (108,567) Other liabilities 15,733 74,348 ----------- ----------- Net cash provided by operating activities 724,605 158,078 ----------- ----------- Investing Activities Purchase of securities available for sale (4,001,005) (297,825) Proceeds from available for sale maturities 650,000 75,000 Proceeds from available for sale sales 2,091,259 99,566 Proceeds from held to maturity maturities 250,000 Payments on mortgage and asset-backed securities 1,387,017 249,773 Other net changes in loans (1,494,358) (420,326) Purchase of premises and equipment (42,678) -- ----------- ----------- Net cash used by investing activities (1,409,765) (43,812) ----------- ----------- -6- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited) Three Months Ended March 31, 1996 1995 Financing Activities Net change in Noninterest-bearing deposits, NOW, passbook, and money market savings 969,013 459,304 Certificates of deposit 842,357 (204,603) Payment of dividends (132,250) -- ----------- ----------- Net cash provided by financing activities 1,679,120 254,701 ----------- ----------- Net Change in Cash and Cash Equivalents 993,960 368,967 Cash and Cash Equivalents, Beginning of Period 3,242,579 1,644,880 ----------- ----------- Cash and Cash Equivalents, End of Period $ 4,236,539 $ 2,013,847 =========== =========== Additional Cash Flow and Supplementary Information Interest paid $ 630,508 $ 563,070 Income tax paid 90,800 16,000 Dividends payable 132,250 -- -7- NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE A: Basis of Presentation The unaudited interim consolidated condensed financial statements include the accounts of Logansport Financial Corp. (the "Company") and its subsidiary, Logansport Savings Bank, FSB, (the "Bank"). The unaudited interim consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary to present fairly the Company's financial position as of March 31, 1996, results of operations for the three month periods ending March 31, 1996 and 1995 and cash flows for the three month periods ending March 31, 1996 and 1995. NOTE B: Plan of Conversion Effective June 13, 1995, the Bank completed its conversion from a federally chartered mutual savings bank to a federally chartered stock savings bank (the "Conversion"), and became a wholly- owned subsidiary of the Company. In the Conversion, the Company sold 1,322,500 shares of Common Stock, with no par value ("Common Stock"), for $10.00 per share and used all proceeds except $3,982,500 to acquire complete ownership of the Bank. Net proceeds of the Company's stock issuance, after costs, were $12,670,006. At a meeting of the Company's shareholders on April 9, 1996, the Board of Directors submitted for shareholder approval a stock option plan (the "Stock Option Plan"), and at that time made certain awards pursuant to the Stock Option Plan. The plan was approved by the Company's shareholders. Common Stock in an aggregate amount of 10.0% of the shares issued in the Conversion (132,250 shares) were reserved for issuance upon the exercise of options granted under the Stock Option Plan. Options were granted under the Stock Option Plan for 108,691 shares of common stock and will have an exercise price per share equal to $12.50, the fair market value of the shares on the date of grant. Additionally, at a meeting of the Company's shareholders held on April 9, 1996, the Board of Directors submitted for shareholder approval a Management Recognition and Retention Plan and Trust (the "RRP"). The RRP was approved by the shareholders. The Bank will contribute funds to the RRP to enable it to acquire an aggregate amount of Common Stock equal to up to 4.0% of the shares issued in the Conversion, (52,900 shares) either directly from the Company or in the open market. Shares awarded under the RRP will vest at a rate of 20% at the end of each full twelve months of service with the Bank after the date of grant. As of April 9, 1996, the number of shares awarded under the RRP was 46,675. -8- NOTE C: Cash Dividends A cash dividend of $.10 per common share was declared on March 13, 1996, payable on April 10, 1996, to stockholders of record as of March 20, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. On June 13, 1995, as part of a completed subscription and community offering, the Company sold 1,322,500 shares of Common Stock in connection with the Conversion. Financial Condition Total assets were $76.5 million at March 31, 1996 compared to $74.6 million at December 31, 1995, an increase of $1.9 million or 2.5%. This increase resulted primarily from a growth in deposits. Cash and cash equivalents increased approximately $1.0 million, or 30.7%, from $3.2 million at December 31, 1995 to $4.2 million at March 31, 1996. Efforts to reinvest the growth of deposits in new loans and investments are on-going; however, the interest rate environment contributed to the time required to obtain quality investments and resulted in the increase in cash equivalents. Securities decreased slightly from $18.8 million at December 31, 1995 to $18.4 million at March 31, 1996. This decrease was due to investment maturities, securities calls, and mortgage-backed securities pay-downs. In addition, $1.0 million of structured notes were sold and generally reinvested in mortgage-backed securities. Loans increased $1.5 million, or 3.0%, from $49.9 million at December 31, 1995 to $51.4 million at March 31, 1996. Loan demand continues to be excellent. Of the $51.4 million in the loan portfolio at March 31, 1996, $0.5 million is commercial paper. Deposits were $54.3 million at March 31, 1996 compared to $52.5 million at December 31, 1995, or an increase of $1.8 million in the first quarter of 1996. During the three months ended March 31, 1996, Federal Home Loan Bank advances in the amount of $1.0 million were converted to a fixed rate with a one year term, from a variable rate with a three month maturity. Shareholders' equity was $20.5 million at March 31, 1996 and at December 31, 1995. The payment of dividends and a change in the unrealized gain (loss) on securities available for sale, from a gain of $10,051 at December 31, 1995 to a loss of $113,105 at March 31, 1996, combined to result in no change in shareholders' equity for the quarter. -9- Results of Operations Comparison of the Three Months Ended March 31, 1996 and March 31, 1995 Net income for the Company for the three months ended March 31, 1996 was $273,889 compared with $178,556 for the Bank for three months ended March 31, 1995. This is an increase of $95,333 or 53.4%. Net interest income increased $233, 086 while other expenses increased $61,245 and taxes increased $70,170. The major contributor to the increase in interest income was the investment of Conversion proceeds. The Conversion was completed on June 13, 1995 and the proceeds were invested in new loans and investment securities resulting in a higher volume of interest-earning assets. In addition, increasing interest rates have resulted in ARM loans repricing at higher rates and thus increasing mortgage loan income. The provision for loan losses was $3,000 for the three months ended March 31, 1996 and 1995. No properties were taken into real estate owned in the period ended March 31, 1996 or March 31, 1995. Non-performing loans decreased to $283,000, or 0.55% of loans at March 31, 1996 from $311,000, or 0.63% of loans at December 31, 1995. Non-performing loans at March 31, 1995 were $307,000. Loan loss reserves amounted to $225,888, or 0.44% of total loans at March 31, 1996 compared to $222,700, or 0.45% at December 31, 1995. Other income decreased by $6,338, primarily because of the $22,482 nonrecurring recovery on securities previously written off recorded in the period ending March 31, 1995. Service charges on deposit accounts increased by $5,194 or 63.8% from March 31, 1996 over March 31, 1995. Other expenses increased $61,245 or 26.0% in the period ending March 31, 1996 compared to March 31, 1995. Salaries and employee benefits increase $26,198 or 22.9%. This increase is a result of general and merit pay increases and the inclusion of additional employees in various benefit plans due to length of service. Other operating expenses experienced an increase of $28,212 or 53.7%. Other expenses were $80,774 for the three months ended March 31, 1996 compared to $52,562 for the three months ended March 31, 1995. Approximately $6,000 of the increase was related to the cost of the additional volume of checking accounts. This was partially offset by the corresponding increase in service charges on deposit accounts discussed above. The additional costs were related to offering an ATM card. This service was started in the first quarter of 1995 and no charges were recorded in the quarter ended March 31, 1995. The Bank had no ATM machines, and customers are allowed six free transactions per month which the Bank is charged for. The Bank provides this service rather than offering banking hours on weekends. The remaining increase in other operating expenses of approximately $22,000 related to increases in advertising, legal expenses, accounting fees, exam fees, stock market listing fees, and printing expenses. -10- The Company's effective tax rate for the three months ended March 31, 1996 was 36.8% compared to 33.4% for the three months ended March 31, 1995. Capital Resources Pursuant to OTS capital regulations, savings associations must currently meet a 1.5% tangible capital requirement, a 3% leverage ratio (or core capital) requirement, and total risk-based capital to risk-weighted assets ratio of 8%. At March 31, 1996, the Bank's tangible capital ratio was 23.3%, its leverage ratio was 23.3%, and its risk-based capital to risk-weighted assets ratio was 44.0%. Therefore, the Bank's capital significantly exceeded all of the capital requirements currently in effect. The following table provides the minimum regulatory capital requirements and the Bank's capital ratios as of March 31, 1996 Capital Standard Required Bank's Excess - - ---------------- -------- ----- ------ ----------- Tangible (1.5%) $1,092,000 $16,922,000 $15,830,000 Core (3.0%) 2,183,000 16,922,000 14,739,000 Risk-based (8.0%) 3,118,000 17,148,000 14,030,000 Liquidity The standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of net withdrawable savings account and borrowings due within one year. The minimum required ratio is currently set by the Office of Thrift Supervision at 5%, of which 1% must be comprised of short-term investments. At March 31, 1996 the Company's ratio was 25.3%, of which 10.7% was comprised of short-term investments. -11- Item 1. Legal Proceedings Neither the Bank nor the Company were during the three-month period ended March 31, 1996 or are as of the date hereof involved in any legal proceeding of a material nature. From time to time, the Bank is a party to legal proceedings wherein it enforces its security interests in connection with its mortgage and other loans. Part II. OTHER INFORMATION Item 5. Other Information On October 11, 1994 the Board of Directors of the Bank adopted a Plan of Conversion (the "Plan"), which was amended on February 14, 1995, providing for the Conversion of the Bank from a federal mutual savings bank to a federal stock savings bank, all the outstanding shares of which would be held by the Company. The Plan was approved by the Office of Thrift Supervision, subject to approval by the Bank's members. A special meeting was held on May 31, 1995, and the members of the Bank approved the Plan by a vote of 364,854 votes for approval of the Plan and 9,947 votes against approval of the Plan. In a subscription offering, the Company sold 1,322,500 shares of Common Stock, without par value, for $10.00 per share. The Company realized net proceeds of approximately $12.7 million in connection with the Bank's Conversion and the sale of 1,322,500 shares of the Common Stock. Of those proceeds, $3,982,500 were retained at the holding company level by the Company. The remaining net proceeds were used to acquire all of the capital stock of the Bank. The Company's shares began trading on the National Association of Securities Dealers Automated Quotation System, Small Cap Market, under the symbol "LOGN" on June 14, 1995. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibits are attached to this report on Form 10-Q (27) Financial Data Schedule (b) Reports on Form 8-K. The Registrant filed no reports on Form 8-K during the fiscal quarter ended March 31, 1996. -12- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf of the undersigned thereto duly authorized. Logansport Financial Corp. Date: May 13, 1996 By: /s/ Thomas G. Williams ---------------------- ---------------------- Thomas G. Williams, President and Chief Executive Officer Date: May 13, 1996 By: /s/ Dottye Robeson ---------------------- ------------------ Dottye Robeson, Secretary and Treasurer -13- EX-27 2 FDS OF LOGANSPORT FINANCIAL CORP.
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000939928 Logansport Financial Corp. 1,000 U.S. Dollars 3-mos Dec-31-1996 Jan-1-1996 Mar-31-1996 1.000 4,237 100 0 0 18,435 18,435 18,435 51,425 (226) 76,493 54,272 1,000 748 0 12,670 0 0 7,803 76,493 1,032 267 41 1,339 627 14 698 3 11 297 434 0 0 0 274 0.21 0.21 2.70 283 283 0 0 223 0 0 226 0 0 226
-----END PRIVACY-ENHANCED MESSAGE-----