-----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, Q8GVNmPB9mgKGW4aqw4QtdDqPD/vjSL6l9hbwXV2l6H15Utw1aOvLwxBfZXywMPy ZtG02VQB85YurMHZ6Viz9g== 0000908834-97-000104.txt : 19970513 0000908834-97-000104.hdr.sgml : 19970513 ACCESSION NUMBER: 0000908834-97-000104 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGANSPORT FINANCIAL CORP CENTRAL INDEX KEY: 0000939928 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [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: 97600985 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 LOGONSPORT FINANCIAL CORP'S FORM 10-Q 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, 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: 0-25910 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, 1997 was 1,258,328. -1- 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, 1997(Unaudited) and December 31, 1996 Consolidated Condensed Statement of Income for the three months ended March 31, 1997 and 1996 (Unaudited) Consolidated Condensed Statement of Changes in Shareholders' Equity for the three months ended March 31, 1997 and 1996 (Unaudited) Consolidated Condensed Statement of Cash Flows for the three months ended March 31, 1997 and 1996 (Unaudited) Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 6. Exhibits and Reports of Form 8-K 13 SIGNATURES -2- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Financial Condition (Unaudited)
March 31, December 31, 1997 1996 ----------- ---------- Assets Cash $ 1,359,472 $ 997,552 Short-term interest bearing deposits 3,695,056 2,761,126 ----------- ---------- Total cash and cash equivalents 5,054,528 3,758,678 Interest bearing deposits 100,000 100,000 Securities available for sale 14,604,198 14,303,105 Loans 57,132,454 57,038,066 Allowance for loan losses (238,970) (235,970) ----------- ----------- Net loans 56,893,484 56,802,096 Premises and equipment 469,494 476,325 Federal Home Loan Bank stock, at cost 386,500 386,500 Cash value of life insurance 1,049,242 1,040,242 Other assets 741,030 801,547 ----------- -------- Total assets $ 79,298,476 $ 77,668,493 =========== =========== Liabilities Deposits $ 59,388,836 $ 57,396,200 Borrowings 3,500,000 3,400,000 Dividends payable 125,638 125,638 Other liabilities 698,605 1,319,767 ----------- ------------- Total liabilities 63,713,079 62,241,605 ----------- ----------- Shareholders' Equity Common stock 7,518,062 7,518,062 Retained earnings-substantially restricted 8,734,313 8,587,979 Unearned compensation (491,654) (522,382) Net unrealized gain (loss) on securities available for sale, net of tax (175,324) (156,771) ----------- --------------- Total shareholders' equity 15,585,397 15,426,888 ----------- ----------- Total liabilities and shareholders' equity $ 79,298,476 $ 77,668,493 =========== ===========
-3- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Income (Unaudited)
Three Months Ended March 31, --------------------------------- 1997 1996 ----------- ----------- Interest Income Loans $1,197,418 $ 1,031,545 Investment securities Taxable 193,407 235,747 Tax-exempt 30,706 30,854 Other interest and dividend income 53,316 40,557 ----------- ----------- Total interest income 1,474,847 1,338,703 ----------- ----------- Interest Expense Deposits 684,347 626,932 Borrowings 44,194 13,814 ----------- ----------- Total interest expense 728,541 640,746 ----------- ----------- Net Interest Income 746,306 697,957 Provision for losses on loans 3,000 3,000 ----------- ----------- Net Interest Income After Provision for Losses on Loans 743,306 694,957 ----------- ----------- Other Income Service charges on deposit accounts 18,481 13,338 Net realized gains(losses) on sales of securities (31,527) 11,240 Recoveries on previously written- off securities 3,374 Other income 12,916 11,247 ----------- ----------- Total other income 3,244 35,825 ----------- ----------- Other Expenses Salaries and employee benefits 171,692 140,744 Net occupancy expenses 11,330 11,348 Equipment expenses 10,332 11,074 Deposit insurance expense 8,965 29,721 Computer processing fees 22,885 23,575 Other expenses 90,910 80,774 ----------- ----------- Total other expenses 316,114 297,236 ----------- ----------- Income Before Income Tax 430,436 433,546 Income tax expense 158,464 159,657 ----------- ----------- Net Income $ 271,972 $ 273,889 ========= =========== Earnings per share $ 0.22 $ 0.21 ========= =========== Weighted average shares outstanding 1,256,375 1,322,500
-4- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Shareholders' Equity (Unaudited) Three Months Ended March 31, 1997 1996 ----------- ----------- Beginning balance $ 15,426,888 $ 20,454,270 Amortization of unearned compensation 30,728 Dividends (125,638) (132,250) Net change in unrealized gain (loss) on securities available for sale (18,553) (123,156) Net income 271,972 273,889 ----------- ----------- Ending balance $ 15,585,397 $ 20,472,753 =========== =========== -5- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited)
Three Months Ended March 31, 1997 1996 ----------- ----------- Operating Activities Net income $ 271,972 $ 273,889 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 3,000 3,000 Security (gains) losses 31,527 (11,240) Gain on sale of foreclosed real estate (1,136) Securities (accretion) amortization, net 15,119 (1,926) Depreciation 10,530 9,060 Amortization of unearned compensation 30,728 Change in Other assets 63,686 436,089 Other liabilities 81,135 15,733 ----------- ----------- Net cash provided by operating activities 506,561 724,605 ----------- ----------- Investing Activities Purchase of securities available for sale (2,536,498) (4,001,005) Proceeds from available for sale maturities 150,000 650,000 Proceeds from sales of securities 1,067,562 2,091,259 Payments on mortgage and asset-backed securities 238,178 1,387,017 Net change in loans (93,086) (1,494,358) Investment in real estate owned (166) Purchase of premises and equipment (3,699) (42,678) ----------- ----------- Net cash used by investing activities (1,177,709) (1,409,765) ----------- -----------
-6- LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited)
Three Months Ended March 31, ----------------------------- 1997 1996 ----------- ---------- Financing Activities Net change in Noninterest-bearing, interest-bearing demand and savings deposits 561,381 969,013 Certificates of deposit 1,431,255 842,357 Short-term borrowings (1,400,000) Proceeds from Federal Home Loan Bank advances 3,500,000 Payment of Federal Home Loan Bank advances (2,000,000) Dividends (125,638) (132,250) ----------- ---------- Net cash provided by financing activities 1,966,998 1,679,120 ----------- ---------- Net Change in Cash and Cash Equivalents 1,295,850 993,960 Cash and Cash Equivalents, Beginning of Period 3,758,678 3,242,579 ----------- ---------- Cash and Cash Equivalents, End of Period $ 5,054,528 $ 4,236,539 ========== =========== Additional Cash Flow and Supplementary Information Interest paid $712,371 $630,508 Income tax paid 31,000 90,800 Dividends payable 125,638 132,250
-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, 1997, results of operations for the three month periods ending March 31, 1997 and 1996 and cash flows for the three month periods ending March 31, 1997 and 1996. 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 had an exercise price per share equal to $12.50, the fair market value of the shares on the date of grant. Pursuant to the terms of the Option Plan and in order to ensure equivalent economic consequence to the option holders following the special cash distribution paid by the Company on December 10, 1996, the number of options granted was adjusted to 129,340 at a per share option price of $10.53. The Company accounts for stock-based compensation as prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, with appropriate proforma disclosures made in the notes to its annual audited financial statements. -8- 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 contributed 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. All of these shares were acquired in the open market for an average price per share of $13.17 NOTE C: Cash Dividends A cash dividend of $.10 per common share was declared on March 11, 1997, payable on April 10, 1997, to stockholders of record as of March 20, 1997. Earnings per share was computed based upon the weighted average common shares outstanding during the period subsequent to the Bank's conversion to a stock savings bank on June 13, 1995. NOTE D: Repurchase Program In October, 1996, the Company announced its intention to repurchase, from time to time, on the open market up to 5% of the Company's common stock, or 66,125 shares. During the remainder of 1996, the Company purchased the 66,125 shares pursuant to this program for $798,744 or an average price per share of $12.08. -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. Financial Condition Total assets were $79.3 million at March 31, 1997 compared to $77.7 million at December 31, 1996, an increase of $1.6 million or 2.1%. This increase was funded primarily from a growth in deposits. Cash and cash equivalents increased approximately $1.3 million, or 34.5%, from $3.8 million at December 31, 1996 to $5.1 million at March 31, 1997. 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 increased slightly from $14.3 million at December 31, 1996 to $14.6 million at March 31, 1997. During the quarter $1.2 million of structured notes were sold and reinvested in higher yielding mortgage-backed securities. Loans increased $.1 million, or .17%, from $57.0 million at December 31, 1996 to $57.1 million at March 31, 1997. Mortgage loan origination exceeded $2.3 million for the quarter; however, a large number of payoffs and a weak demand for consumer loans combined to result in very minimal growth to the total loan portfolio. Deposits were $59.4 million at March 31, 1997 compared to $57.4 million at December 31, 1996, or an increase of $2.0 million in the first quarter of 1997. During the three months ended March 31, 1997, the Company's note to another bank was repaid with the proceeds of a Bank dividend to the Company. During the quarter the Bank obtained a $1.5 million putable advance due in two years from the Federal Home Loan Bank. The rate is guaranteed for one year at which time the Federal Home Loan Bank may convert the advance to a periodic adjustable advance. If this is done the Bank has the option to prepay the advance without a fee. The Bank also has $2.0 million in short-term adjustable rate advances. Shareholders' equity was $15.6 million at March 31, 1997 and $15.4 million at December 31, 1996. The payment of dividends, an increase in the unrealized (loss) on securities available for sale, the amortization of unearned compensation and quarterly net income combined to result in an increase of $158,509 for the quarter. -10- Results of Operations Comparison of the Three Months Ended March 31, 1997 and March 31, 1996 - ----------------------------------------------------------------------- Net income for the Company for the three months ended March 31, 1997 was $271,972 compared with $273,889 for three months ended March 31, 1996. This was a decrease of $1,917 or .70%. Net interest income increased $48,349 while other expenses increased $18,878 and taxes decreased $1,193. The major contributor to the increase in interest income was the growth in the loan portfolio the past calendar year. Loans were $51.4 million at March 31, 1996 compared to $57.1 million at March 31, 1997. The provision for loan losses was $3,000 for the three months ended March 31, 1997 and 1996. One property was taken into real estate owned in the period ended March 31, 1997 and was sold at a gain before quarter-end. Non-performing loans decreased to $356,000, or 0.62% of loans at March 31, 1997 from $406,000, or 0.71% of loans at December 31, 1996. Loan loss reserves amounted to $238,970, or .42% of total loans at March 31, 1997 compared to $235,970, or 0.41% at December 31, 1996. Other income decreased by $32,581, primarily because of $31,527 of losses on the sale of securities available for sale. During the quarter, $1.2 million of various structured notes were sold at a loss in order to reinvest the proceeds in higher yielding mortgage-backed securities. The increase in the yield of the new investments will off set the loss over the next year but resulted in a decline of first quarter net income. Service charges on deposit accounts increased by $5,143 or 38.6% from March 31, 1997 over March 31, 1996. Total other expenses increased $18,878 or 6.4% in the period ending March 31, 1997 compared to March 31, 1996. Salaries and employee benefits increased $30,948 or 22.0%. This increase was a result of the amortization of unearned compensation related to the Bank's RRP Plan adopted April 9, 1996. There was no expense related to this plan during the quarter ended March 31, 1996. Expense related to this plan was $30,728 per quarter. Deposit insurance expense decreased $20,756 or 69.8% from $29,721 for the quarter ending March 31, 1996 to $8,965 for the quarter ending March 31, 1997. This was due to the recapitalization of the Savings Association Insurance Fund and the resulting decline in the assessment. The increase in other expenses of $10,136 relates to increases in legal expense, accounting fees, and printing expenses. The Company's effective tax rate for the three months ended March 31, 1997 and March 31, 1996 was 36.8%. -11- 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, 1997, the Bank's tangible capital ratio was 19.4%, its leverage ratio was 19.4%, and its risk-based capital to risk-weighted assets ratio was 37.1%. 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, 1997. Capital Standard Required Bank's Excess - ---------------- -------- ----------- ----------- Tangible (1.5%) $1,184,000 $15,337,000 $14,153,000 Core (3.0%) 2,368,000 15,337,000 12,969,000 Risk-based (8.0%) 3,359,000 15,576,000 12,217,000 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, 1997 the Company's ratio was 11.4%, of which 8.0% was comprised of short-term investments. -12- Part II. OTHER INFORMATION Item 1. Legal Proceedings Neither the Bank nor the Company were during the three-month period ended March 31, 1997 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. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibits are attached to this report on Form 10-Q: 3(1) The Articles of Incorporation of the Registrant are incorporated by reference to Exhibit 3(1) to the Registration Statement on Form S-1 (Registration No. 33-89788). 3(2) The Code of By-Laws of the Registrant are incorporated by reference to Exhibit 3(2) to the Registration Statement on Form S-1 (Registration No. 33-89788). (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, 1997. -13- 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 12, 1997 By: /s/ Thomas G. Williams --------------------------- ---------------------- Thomas G. Williams, President and Chief Executive Officer Date: May 12, 1997 By: /s/ Dottye Robeson --------------------------- ------------------ Dottye Robeson, Secretary and Treasurer -14- EX-27 2 FDS FOR LOGANSPORT FINANCIAL CORPORATION
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000939928 Logansport Financial Corporation 1,000 U.S. Dollars 3-MOS DEC-31-1997 JAN-1-1997 MAR-31-1997 1.000 5,055 100 0 0 14,604 14,604 14,604 57,132 (239) 79,298 59,389 3,500 824 0 7,515 0 0 8,067 79,298 1,197 193 84 1,474 684 44 746 (3) (32) 316 430 0 0 0 272 .22 .22 4.01 356 356 0 0 236 0 0 239 0 0 239
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