-----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, WzkGdwaFSnClVf2z0MbXxNi1XsD5HlBbDJJKZk4+iXHCXtRf+dsdqr9c2eQhR/Tw AoaXVVvmO7QQbBUvINrzRw== 0000908834-96-000250.txt : 19961115 0000908834-96-000250.hdr.sgml : 19961115 ACCESSION NUMBER: 0000908834-96-000250 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 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: 96660578 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 SEPTEMBER 30, 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 November 5, 1996 was 1,310,000. 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 September 30, 1996 (Unaudited) and December 31, 1995 Consolidated Condensed Statement of Income for the three and nine months ended September 30, 1996 and 1995 (Unaudited) Consolidated Condensed Statement of Changes in Shareholders' Equity for the nine months ended September 30, 1996 and 1995 (Unaudited) Consolidated Condensed Statement of Cash Flows for the nine months ended September 30, 1996 and 1995 (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 14 Item 5. Other information 14 Item 6. Exhibits and Reports of Form 8-K 14 SIGNATURES 2
LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Financial Condition (Unaudited) September 30, December 31, 1996 1995 ------------- ----------- Assets Cash $ 1,203,287 $ 1,267,791 Short-term interest bearing deposits 3,653,258 1,974,788 ------------- ----------- Total cash and cash equivalents 4,856,545 3,242,579 Interest bearing deposits 100,000 100,000 Securities available for sale 16,460,700 18,753,096 Loans 55,859,412 49,930,050 Allowance for loan losses (232,970) (222,700) ------------ ----------- Net loans 55,626,442 49,707,350 Premises and equipment 477,372 432,176 Federal Home Loan Bank stock, at cost 386,500 348,200 Cash value of life insurance 1,032,686 1,005,686 Other assets 785,937 1,058,221 ----------- ----------- Total assets $ 79,726,182 $ 74,647,308 =========== =========== Liabilities Deposits $ 55,933,367 $ 52,460,980 Federal Home Loan Bank advances 3,000,000 1,000,000 Dividends payable 4,099,750 132,250 Other liabilities 766,572 599,808 ----------- ----------- Total liabilities 63,799,689 54,193,038 ----------- ----------- Shareholders' Equity Common stock 8,411,556 12,670,006 Retained earnings-substantially restricted 8,306,318 7,774,213 Unearned compensation (553,111) Net unrealized gain (loss) on securities available for sale, net of tax (238,270) 10,051 ----------- ------------ Total shareholders' equity 15,926,493 20,454,270 ----------- ----------- Total liabilities and shareholders' equity $ 79,726,182 $ 74,647,308 =========== ===========
3
LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Income (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ------------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- Interest Income Loan $1,142,036 $958,884 $3,250,330 $2,708,227 Investment Securities Taxable 243,004 232,478 731,503 520,292 Tax-exempt 31,573 29,821 94,107 85,903 Other interest and dividend income 36,511 43,616 119,198 133,621 ----------- ---------- ------------ ------------ Total interest income 1,453,124 1,264,799 4,195,138 3,448,043 ---------- --------- ---------- ---------- Interest Expense Deposits 656,729 613,433 1,922,390 1,802,906 Federal Home Loan Bank advances 27,303 56,102 31,728 ----------- ----------- ----------- ----------- Total interest expense 684,032 613,433 1,978,492 1,834,634 ----------- ---------- ---------- ---------- Net Interest Income 769,092 651,366 2,216,646 1,613,409 Provision for losses on loans 3,000 3,000 9,000 9,000 ------------ ------------ ----------- ------------ Net Interest Income After Provision for Losses on Loans 766,092 648,366 2,207,646 1,604,409 ----------- ---------- ---------- ------------- Other Income Service charges on deposit accounts 19,553 12,562 48,639 31,559 Net realized gains (losses) on security sales (34,392) 1,354 (26,516) 3,095 Recoveries on previously written-off securities 17,291 23,779 Other income 13,007 15,343 35,717 32,993 ------------ ------------ ---------- ------------ Total other income (1,832) 29,259 75,131 91,426 ------------- ----------- ---------- ------------ Other Expenses Salaries and employee benefits 172,932 129,233 478,489 361,452 Net occupancy expenses 9,435 8,643 29,505 25,157 Equipment expenses 8,722 10,624 29,107 33,388 Deposit insurance expense 368,955 29,289 428,553 87,240 Computer processing fees 24,512 22,329 68,526 63,333 Other expenses 72,924 62,264 255,264 175,188 ---------- ----------- ---------- ----------- Total other expense 657,480 262,382 1,289,444 745,758 ----------- ----------- ------------ ----------- Income Before Income Tax 106,780 415,243 993,333 950,077 Income tax expense 25,457 153,683 355,428 345,284 ---------- ----------- ----------- ------------ Net Income $81,323 $261,560 $637,905 $604,793 ========== =========== =========== =========== Net Income per share $.06 $.48 ========== =========== Weighted average shares outstanding 1,322,500 1,322,500
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LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Shareholders' Equity (Unaudited) Nine Months Ended September 30, ----------------------------- 1996 1995 ---- ---- Beginning balance $ 20,454,270 $ 6,833,494 Net proceeds in conversion and sale of stock 12,673,850 Contribution for unearned compensation (614,567) Amortization of unearned compensation expense 61,456 Dividends (4,364,250) (132,250) Net change in unrealized gain (loss) on securities available for sale (248,321) 88,439 Net income 637,905 604,793 ----------- ----------- Ending balance $ 15,926,493 $ 20,068,326 =========== ===========
5
LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited) Nine Months Ended September 30, ----------------------------- 1996 1995 ---------- ---------- Operating Activities Net income $ 637,905 $ 604,793 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 9,000 9,000 Investment securities losses(gains) 26,516 (3,095) Premium and discount amortization, net 31,697 379 Amortization of unearned compensation 61,457 Depreciation 28,082 33,006 Gain on real estate owned (869) (5,252) Change in Other assets 408,159 (49,802) Other liabilities 166,764 204,260 ---------- ---------- Net cash provided by operating activities 1,368,711 793,289 ---------- ---------- Investing Activities Purchase of securities available for sale (7,913,134) (11,772,462) Proceeds from available for sale maturities 1,490,000 3,061,428 Proceeds from available for sale sales 5,750,174 349,566 Proceeds from held to maturity maturities 350,000 Payments on mortgage and asset-backed securities 2,495,946 844,851 Purchase of Federal Home Loan Bank Stock (38,300) (40,900) Net changes in loans (5,926,981) (4,631,427) Proceeds from real estate owned 2,500 Investment in real estate owned (242) (9,264) Purchase of premises and equipment (73,278) (11,641) ---------- ---------- Net cash used by investing activities (4,215,815) (11,857,349) ---------- ----------
6 LOGANSPORT FINANCIAL CORP. Consolidated Condensed Statement of Cash Flows (Unaudited)
Nine Months Ended September 30, ----------------------------- 1996 1995 ---------- ----------- Financing Activities Sale of common stock, net of costs 12,673,850 Net change in Noninterest-bearing deposits, NOW, passbook, and money market savings 1,085,549 1,338,290 Certificates of deposit 2,386,838 (343,894) Payment of Federal Home Loan Bank Advances (1,000,000) Proceeds from Federal Home Loan Bank Advances 2,000,000 Contribution for unearned compensation (614,567) Payment of dividends (396,750) ---------- ----------- Net cash provided by financing activities 4,461,070 12,668,246 ---------- ----------- Net Change in Cash and Cash Equivalents 1,613,966 1,604,186 Cash and Cash Equivalents, Beginning of Period 3,242,579 1,644,880 ----------- ----------- Cash and Cash Equivalents, End of Period $ 4,856,545 $ 3,249,066 ========== ========== Additional Cash Flow and Supplementary Information Interest paid $1,967,831 $1,787,822 Income tax paid 552,329 250,500 Dividends payable 4,099,750 132,250 Transfer to real estate owned 17,889 71,046 New loan on real estate owned 19,000 40,500
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 September 30, 1996, results of operations for the three and nine month periods ended September 30, 1996 and 1995 and cash flows for the nine month periods ended September 30, 1996 and 1995. NOTE B: Plan of Conversion and Other Matters 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 have an exercise price per share equal to $12.50, the fair market value of the shares on the date of grant. Statement of Financial Accounting Standards No. 123, Stock-Based Compensation, is effective for the Company for 1996. This statement establishes a fair value based method of accounting for stock-based compensation plans. As provided by the statement, the Company will account 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. 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 8 market. Shares awarded under the RRP 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 during the quarter ended June 30, 1996, for an average price per share of $13.17. NOTE C: Cash Dividends and Earnings Per Share A cash dividend of $.10 per common share was declared on September 10, 1996, payable on October 10, 1996, to shareholders of record as of September 23, 1996. 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. Net income per share for the three and nine months ended September 30, 1995 is not meaningful. On September 10, 1996 the Board of Directors also declared a one-time special cash distribution of $3.00 per share to the holders of the Company's common stock. The special one-time cash distribution will be payable on December 10, 1996 to shareholders of record on November 25, 1996. The Company has received a Private Letter Ruling from the Internal Revenue Service which qualifies most of the 1996 cash distributions to shareholders, including regular quarterly dividends and the one-time special cash distribution totaling $4,364,250, or $3.30 per share, as a nontaxable return of capital. Accordingly, as of September 30, 1996, $3.22 per share or $4,258,450 has been charged to common stock and $.08 or $105,800 has been charged to retained earnings. NOTE D: Repurchase Program On October 22, 1996 the Company announced its intent to repurchase, from time to time, on the open market up to 5% of the Company's common stock, without par value, or 66,125 such shares. Such purchases will be made subject to market conditions in open market or block transactions and may begin as early as October 28, 1996, since the required regulatory clearance has been received. As of November 5, 1996, 12,500 shares had been purchased pursuant to this program at an average price per share of $14.35. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. Financial Condition Total assets were $79.7 million at September 30, 1996 compared to $74.6 million at December 31, 1995, an increase of $5.1 million or 6.8%. This increase resulted primarily from a growth in deposits of $3.4 million and an increase in Federal Home Loan Bank advances of $2.0 million, both of which were reinvested in loans. Securities decreased from $18.8 million at December 31, 1995 to $16.5 million at September 30, 1996. This decrease was due to investment maturities, security sales and calls, and mortgage-backed securities pay-downs. In addition to other securities sales, $2.7 million of structured notes were sold and generally reinvested in mortgage-backed securities. Loans increased $6.0 million, or 11.9%, from $49.9 million at December 31, 1995 to $55.9 million at September 30, 1996. Loan demand continues to be excellent. No commercial paper was owned by the Company at September 30, 1996. Commercial paper owned at December 31, 1995 and included in loan totals was $0.9 million. Deposits were $55.9 million at September 30, 1996 compared to $52.5 million at December 31, 1995, or an increase of $3.4 million in the first three quarters of 1996. During the nine months ended September 30, 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. An additional advance of $1.0 million with a fixed rate and a three month maturity was obtained during both the second and the third quarter resulting in total outstanding advances of $3.0 million at September 30, 1996. Shareholders' equity was $15.9 million at September 30, 1996 and $20.5 million at December 31, 1995. Dividends, 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 $238,270 at September 30, 1996, and the contribution to the RRP for the purchase of Company stock in the open market combined to result in a decrease in shareholders' equity for the nine months ended September 30, 1996. On October 22, 1996 the Company announced its intent to repurchase, from time to time, on the open market up to 5% of the Company's common stock, without par value, or 66,125 such shares. Such purchases will be made subject to market conditions in open market or block transactions and may begin as early as October 28, 1996, since the required regulatory clearance has been received. As of November 5, 1996, 12,500 shares had been purchased pursuant to this program at an average price per share of $14.35. 10 Results of Operations Comparison of the Three Months Ended September 30, 1996 and September 30, 1995 Net income for the Company for the three months ended September 30, 1996 was $ 81,323 compared with $261,560 for the three months ended September 30, 1995, or a decrease of $180,237. This decrease is the result of the one-time assessment to recapitalize the Savings Association Insurance Fund. The SAIF special assessment was part of the omnibus appropriations bill to fund the Federal Government which passed Congress on September 30, 1996. The pretax charge was approximately $338,000 and the after tax effect was $204,000. The assessment is payable on November 27, 1996. Without the assessment, net income would have been $285,323 or an increase of 9.1% over net income at September 30, 1995. Interest income increased $188,325 for the three months ended September 30, 1996 compared to September 30, 1995. The major contributor to the increase in interest income was the growth in the loan portfolio. In addition, increasing interest rates have resulted in ARM loans repricing at higher rates and thus increasing mortgage loan income. Interest expense increased $70,599 or 11.5% for the three months ended September 30, 1996 compared to the three months ended September 30, 1995. Net interest income for the three months ended September 30, 1996 was $769,092 compared to $651,366 at September 30, 1995, an increase of $117,726 or 18.1%. The provision for loan losses was $3,000 for each of the three-month periods ended September 30, 1996 and 1995. One property was taken into real estate owned for the quarter ended September 30, 1996. It was sold during the quarter for a gain of $869. Two properties were taken into real estate owned during the quarter ended September 30, 1995. One was sold at a gain before the quarter ended and the other was sold during the fourth quarter of 1995, also at a gain. Non-performing loans decreased to $286,000, or 0.51% of loans, at September 30, 1996 from $311,000, or 0.63% of loans, at December 31, 1995. Loan loss reserves amounted to $232,970, or 0.42% of total loans, at September 30, 1996 compared to $222,700, or 0.45% at December 31, 1995. Total other income decreased by $31,091, primarily because of $34,392 of nonrecurring losses on the sale of securities in the quarter ending September 30, 1996. Service charges on deposit accounts increased by $6,991, or 55.7%, from September 30, 1996 over September 30, 1995. Total other expenses increased $395,098 of which $338,000 was related to the SAIF assessment. Without considering the assessment the total increase was $57,098 or 21.8% for the three months ending September 30, 1996 compared to September 30, 1995. Salaries and employee benefits increase $43,699, or 33.8%. This increase is a result of general and merit pay increases, the inclusion of additional employees in various benefit plans due to length of service, and amortization of the expense associated with the RRP. Other operating expenses experienced an increase of $10,660 or 17.1%. Other expenses were $72,924 for the three months ended September 30, 1996 compared to $62,264 for the three months ended September 30, 1995. Approximately $5,000 of the increase was related to an increase in legal expenses, accounting fees, exam fees, stock market listing fees, transfer agent fees, and printing expenses. All of these additional expenses are associated with doing business as a public company. The rest of the increase is related to advertising increases, costs associated with increased account volume and charges associated with offering an ATM card. The Company's effective tax rate for the three months ended September 30, 1996 was 23.8% compared to 37.0% for the three months ended September 30, 1995. 11 Comparison of the Nine Months Ended September 30,1996 and September 30, 1995 Net income for the Company for the nine months ended September 30, 1996 was $637,905 compared with $604,793 for the nine months ended September 30, 1995. This is an increase of $33,112 or 5.5%. Without the SAIF assessment, net income would have increased $237,112 or 39.2%. Interest income increased $747,095 for the nine months ended September 30, 1996 compared to September 30, 1995. Interest expense increased $143,858 resulting in an improvement in net interest income of $603,237 or 37.4%, when comparing the nine months ended September 30, 1996 to the nine months ended September 30, 1995. The provision for loan losses was $9,000 for each of the nine month periods ended September 30, 1996 and 1995. The growth in loans outstanding has not resulted in a need for an additional loan loss provision or resulted in an increase in nonperforming loans as discussed in the previous section. Total other income decreased by $16,295 or 17.8% mainly because of the losses on the sale of securities in the quarter ending September 30, 1996. Service charges on deposit accounts increased $17,080, or 54.1%. This increase is a result of an increase in the volume of transaction accounts and new service charges imposed. There was a nonrecurring recovery on securities previously written off of $17,291 in the nine months ended September 30, 1996 and $23,779 in the period ending September 30, 1995. Total other expenses increased $205,686, or 27.6%, for the nine months ending September 30, 1996 compared to the nine months ended September 30, 1995 after reducing other expenses for 1996 for the $338,000 charge related to the SAIF assessment. The increases were concentrated in two areas, salaries and employee benefits and other expenses. Salary and employee benefits increased $117,037, or 32.4%. This is a result of general and merit pay increases, the inclusion of additional employees in various benefit plans due to length of service, and amortization of the expense associated with the RRP which was approved April 9, 1996 at the shareholder's meeting. The plan was effective for six months of the nine-month period ending September 30, 1996 and resulted in amortization expense of $61,456 for the nine months ended September 30, 1996. Other expenses increased $80,076 for the nine months ended September 30, 1996 compared to the nine months ended September 30, 1995. Approximately $8,000 of the increase is costs associated with an increase in the volume of checking accounts and the additional services connected with these accounts such as issuing ATM cards. Advertising expense also increased by $6,000 as new and additional means were used to promote the Company's products. The remaining increases in other expenses of $66,000 were related to increases in legal expenses, accounting fees, exam fees, stock market listing fees, transfer agent fees, and printing expenses. All of these are associated with the additional costs of doing business as a public company. The Company's effective tax rate for the nine months ended September 30,1996 was 35.8% compared to 36.3% for the nine months ended September 30, 1995. 12 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 September 30, 1996, the Bank's tangible capital ratio was 21.9%, its leverage ratio was 21.9%, and its risk-based capital to risk-weighted assets ratio was 41.6%. 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 as of September 30, 1996. Capital Standard Required Bank's Excess - ---------------- -------- ------ ------ Tangible (1.5%) $1,148,000 $16,705,000 $15,557,000 Core (3.0%) 2,296,000 16,705,000 14,409,000 Risk-based (8.0%) 3,254,000 16,938,000 13,684,000 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 September 30, 1996 the Company's ratio was 17.7%, of which 8.4% was comprised of short-term investments. 13 Part II. OTHER INFORMATION Item 1. Legal Proceedings Neither the Bank nor the Company were during the three-month period ended September 30, 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. 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 September 30, 1996. 14 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: November 13, 1996 By:/s/ Thomas G. Williams ----------------------- Thomas G. Williams, President and Chief Executive Officer Date: November 13, 1996 By:/s/ Dottye Robeson ----------------------- Dottye Robeson, Secretary and Treasurer 15 EX-27 2 FDS
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 JUL-1-1996 SEP-30-1996 1.000 4,857 100 0 0 16,461 16,461 16,461 55,859 (233) 79,726 55,933 3,000 4,866 0 8,412 0 0 7,515 79,726 1,142 275 36 1,453 657 27 769 (3) (34) 657 107 0 0 0 81 .06 .06 3.00 286 286 0 0 230 0 0 233 0 0 233
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