15 THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1997 Commission File No. 0-14995 YORK FINANCIAL CORP. (Exact name of Registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 23-2427539 (I.R.S. employer identification number) 101 South George Street York, Pa. 17401 (Address of principal executive offices) (Zip code) (717) 846-8777 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, 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. Common stock, par value $1.00 per share 6,971,191 shares outstanding as of March 31, 1997. YORK FINANCIAL CORP. INDEX Part I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements Consolidated balance sheets March 31, 1997 and June 30, 1996 (unaudited) 3 Consolidated statements of income, three months and nine months ended March 31, 1997 and 1996 (unaudited) 4 Consolidated statements of cash flows, nine months ended March 31, 1997 and 1996 (unaudited) 5 Notes to consolidated financial statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Defaults upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 YORK FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31 June 30 (In thousands, unaudited) 1997 1996 ASSETS Cash and due from banks: Noninterest-earning $ 21,135 $ 21,864 Interest-earning 943 2,207 22,078 24,071 Loans held for sale, net 3,998 5,686 Securities held for trading 11,540 21,736 Securities available for sale 56,280 53,115 Securities held to maturity (fair value at March 31, 1997 - $8,852 and June 30, 1996 - $8,948) 9,025 9,275 Loans receivable, net 992,718 938,570 Real estate, net 15,267 13,361 Premises and equipment 16,910 16,398 Federal Home Loan Bank stock, at 7,907 6,733 cost Accrued interest receivable 7,851 7,370 Other assets 8,987 8,142 Investments in joint ventures 4,795 5,347 Total Assets $ 1,157,356 $ 1,109,804 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 977,715 $ 908,123 Federal Home Loan Bank advances and other borrowings 63,239 74,380 Advances from borrowers for taxes and insurance 3,388 4,237 Other liabilities 15,456 29,524 Total Liabilities 1,059,798 1,016,264 Stockholders' Equity: Preferred Stock: 10,000,000 shares authorized and unissued --- --- Common Stock, $1.00 par value: Authorized 10,000,000 shares; issued March 31, 1997 - 6,971,191; June 30, 1996 - 6,087,722 6,971 6,088 Additional capital 80,076 67,809 Retained earnings 11,577 21,154 Unrealized gains (losses) (138) (451) Unearned ESOP shares (928) (1,060) Total Stockholders' Equity 97,558 93,540 Total Liabilities and Stockholders' $ 1,157,356 $ 1,109,804 Equity See notes to consolidated financial statements YORK FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Nine Months Months Ended Ended March 31 March 31 1997 1996 1997 1996 (In thousands except per share data, unaudited) Interest income: Interest and fees on loans $20,349 $18,989 $ 60,552 $ 56,210 Interest on securities held for trading 360 61 984 226 Interest on securities available for sale 951 849 2,710 2,196 Interest and dividends on securities held to maturity 231 199 700 1,134 Other interest income 218 196 621 726 Total interest income 22,109 20,294 65,567 60,492 Interest expense: Interest on deposits 11,530 10,689 34,251 31,523 Interest on borrowings 1,396 604 4,526 2,932 Total interest expense 12,926 11,293 38,777 34,455 Net interest income 9,183 9,001 26,790 26,037 Provision for loan losses 370 500 2,176 1,800 Net interest income after provision for loan losses 8,813 8,501 24,614 24,237 Other income: Mortgage banking 794 313 2,820 1,765 Gain on sales of securities available for sale --- 290 --- 358 Gain on sales of real estate 78 133 38 1,071 Gain on sale of joint venture 1,223 --- 1,223 --- Fees and service charges 657 585 2,110 1,821 Income (loss) from joint ventures (198) 445 (619) 1,138 Other operating income 301 139 785 473 Total other income 2,855 1,905 6,357 6,626 Other expenses: Salaries and employee benefits 3,082 3,235 8,523 8,775 Occupancy 891 687 2,576 1,989 Federal deposit insurance 150 497 1,096 1,448 SAIF assessment --- --- 5,310 --- Real estate 616 344 800 710 Data processing 269 248 796 753 Other 1,642 1,859 4,688 4,382 Total other expenses 6,650 6,870 23,789 18,057 Income before income taxes 5,018 3,536 7,182 12,806 Provision for income taxes 1,968 1,198 2,855 4,910 Net income $3,050 $2,338 $ 4,327 $ 7,896 Per share data: Net income $0.42 $ 0.34 $ 0.61 $ 1.14 Cash dividends paid $0.150 $0.127 $ 0.423 $ 0.375 Weighted average shares 7,220,821 6,952,887 7,134,840 6,908,570 See notes to consolidated financial statements YORK FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31 1997 1996 (In thousands, unaudited) OPERATING ACTIVITIES Net income $4,327 $7,896 Adjustments to reconcile net income to net cash provided by operating activities: Amortization and accretion on securities, net (498) (1,581) Provision for loan losses 2,176 1,800 Provision for real estate losses 533 401 Depreciation and amortization 1,266 1,115 Loans originated for sale (92,588)(117,096) Proceeds from sales of trading securities 95,221 71,954 Realized (gains) on trading securities (465) (125) Realized (gains) on sales of securities --- (358) available for sale Realized (gain) on sale of joint venture (1,223) --- Decrease (increase) in other assets 44 (372) Decrease in other liabilities (14,180) (1,535) Other (1,061) (2,882) Net cash used in operating activities (6,448)(40,783) INVESTING ACTIVITIES Proceeds from sales of securities available for sale --- 25,268 Purchases of securities held to maturity (1,231) (1,556) Proceeds from maturities of securities held to maturity 57 4,170 Principal repayments on securities 5,933 4,685 Loans originated or acquired, net of change in deferred loan fees (194,076)(179,273) Principal collected on loans 129,251 132,584 Proceeds from sales of loans 1,643 1,637 Purchases of real estate (278) (137) Proceeds from sales of real estate 4,634 9,141 Proceeds from sale of joint venture 1,344 --- Purchases of premises and equipment, net (1,666) (3,847) Other 1,056 (1,122) Net cash used in investing activities (53,333) (8,450) FINANCING ACTIVITIES Net increase (decrease) in demand deposits, NOW accounts, savings accounts, and 31-day certificates of deposits (3,646) 56,194 Net increase in certificates of deposit 73,237 26,458 Net decrease in short-term borrowings (36,000)(46,735) Increase in Federal Home Loan Bank advances and other borrowings 25,000 --- Repayments of Federal Home Loan Bank advances and other borrowings (9) (141) Issuance of common stock : Dividend reinvestment plan 1,583 1,234 Stock option plans 518 48 Cash dividends paid (2,874) (2,473) Cash in lieu of fractional shares (21) (20) Net cash provided by financing activities 57,788 34,565 Decrease in cash and cash equivalents (1,993)(14,668) Cash and cash equivalents at beginning of year 24,071 39,329 Cash and cash equivalents at end of year $22,078 $24,661 YORK FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1997 Note A -- Basis Of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ended June 30, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 1996. Cash Flow Information: For purposes of the statements of cash flows, cash equivalents include cash and amounts due from banks. During the nine months ended March 31, 1997 and 1996, the Association exchanged loans for mortgage-backed securities in the amounts of $92.6 million and $99.2 million, respectively. During the nine months ended March 31, 1997 and 1996, the Association transferred unpaid loan balances from loans to real estate acquired due to foreclosures of $8.6 million and $4.9 million, respectively. Reclassifications: Certain reclassifications have been made to the fiscal 1996 consolidated financial statements to conform with the fiscal 1997 presentation. Note B -- Per Share Data On October 18, 1996, the Corporation declared a 10% stock dividend to shareholders of record on November 4, 1996, paid November 15, 1996. Net income per share is computed based on the weighted average number of common shares outstanding and dilutive common stock equivalents, adjusted for stock dividends. Cash dividends paid per share are based on the number of common shares outstanding at each declaration date, adjusted for stock dividends. Note C -- Recently Issued Accounting Guidance In February 1997, the FASB issued Statement No. 128, "Earnings per Share", which establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. The Statement simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, "Earnings per Share", and makes them comparable to international EPS standards. The Corporation will adopt Statement No. 128 on January 1, 1998 and all prior-period EPS data presented will be restated. The Corporation has not completed its assessment of the impact of adopting Statement No. 128. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF YORK FINANCIAL CORP. Financial Review The purpose of this discussion is to provide additional information about York Financial Corp. ("York Financial" or "Corporation"), its financial condition and results of operations. Readers of this report should refer to the consolidated financial statements and other financial data presented throughout this report to fully understand the following discussion and analysis. York Financial is a unitary savings and loan holding company incorporated in Pennsylvania in September 1985 and in August 1986 became the sole stockholder of York Federal Savings and Loan Association ("York Federal" or "Association"), a federally chartered stock savings and loan association. Presently, the primary business of York Financial is the business of York Federal. At March 31, 1997, the Corporation had consolidated assets of $1.2 billion, total deposits of $977.7 million and stockholders' equity of $97.6 million. The Association is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh and is subject to supervision, examination and regulation by the Office of Thrift Supervision ("OTS") and the Federal Deposit Insurance Corporation ("FDIC"). The Association is primarily engaged in the business of attracting deposits and investing these deposits into loans secured by residential and commercial real property, consumer loans and securities. York Federal conducts its business through twenty-two offices located in south central Pennsylvania and Maryland. In addition, York Federal maintains a commissioned mortgage origination staff as well as mortgage broker relationships which originate residential mortgage loans for the Association primarily in Pennsylvania, Maryland, Virginia and Delaware. The Association's deposits are insured up to applicable limits by the Savings Association Insurance Fund ("SAIF") of the FDIC. The Corporation's net income is highly dependent on the interest rate spread between the average rate earned on loans and securities and the average rate paid on deposits and borrowings as well as the amount of the respective assets and liabilities outstanding. Other operating income is a strong supplement to York Federal's interest income and is primarily the result of mortgage banking activities including gains on sales of mortgage- backed securities created from loan originations and the related value of servicing rights. Other operating income also includes gains and losses on sales of real estate and fees and service charges assessed on loan and deposit transactions, as well as income/loss from equity investments. Interest Rate Sensitivity Management In an effort to maintain control over net interest income, management of York Federal focuses its attention on managing the interest rate sensitivity of assets and liabilities and controlling the volume of lending, investment and borrowing activity. By managing the ratio of interest sensitive assets to interest sensitive liabilities repricing in the same periods, the Corporation seeks to minimize the negative effect of interest rate fluctuations. Management reviews the Association's interest sensitivity position on an ongoing basis and prepares strategies to adjust that sensitivity to maximize the yield on the asset portfolio while maintaining the interest rate sensitivity on earning assets at acceptable levels to insulate it from the effects of interest rate fluctuations. The Corporation originates for portfolio principally short and intermediate term and adjustable rate loans and sells most fixed rate loan originations. The funding sources for these portfolio loans are deposits with various maturities and short term borrowings. The result of this origination and funding activity was a $63.6 million liability sensitive gap at the one year time period at March 31, 1997. Interest Sensitivity Gap Analysis Subject to Repricing March 31 June 30 1997 1996 (Dollars in thousands) Earning assets maturing or repricing within one year $605,738 $645,432 Interest bearing liabilities maturing or repricing within one year 669,317 641,677 Interest sensitivity gap within one year $(63,579) $3,755 Cumulative interest sensitivity gap within one year as a percent of total (5.49)% 0.34% assets The Corporation also monitors its interest rate risk in accordance with regulatory guidance. Fluctuations in net interest income and the market value of portfolio equity are determined in various interest rate scenarios and monitored against limitations established by management and approved by the Board of Directors. Interest rate risk as indicated through balance sheet simulations at March 31, 1997 is considered to be within acceptable limits. The management of York Federal is committed to managing the asset portfolio in order to maximize the yield and maintain an interest rate sensitivity of York Federal's earning assets that insulates it from the potential negative effect of interest rate fluctuations. Asset Quality Management is aware of the risks inherent in lending and continually monitors risk characteristics of the loan portfolio. The Association's policy is to maintain the allowance for loan losses at a level believed adequate by management to absorb potential loan losses within the portfolio. Management's determination of the adequacy of the allowance is performed by an internal loan review committee and is based on risk characteristics of loans including loans deemed impaired in accordance with FASB Statement No. 114, past loss experience, economic conditions and such other factors that deserve recognition. Additions to the allowance are charged to operations. An analysis of the allowance for loan losses, for the periods indicated is as follows: Nine Fiscal Months Year Ended Ended March 31 June 30 1997 1996 (Dollars in thousands) Total allowance for loan losses at beginning of period $ 6,609 $5,840 Loans charged-off: Real estate - mortgage: Residential 1,113 1,151 Commercial 1,354 620 Consumer 186 100 Total charged-offs 2,653 1,871 Recoveries: Real estate - mortgage: Residential 176 156 Commercial 234 184 Consumer 3 --- Total recoveries 413 340 Net loans charged-off 2,240 1,531 Provision for loan losses 2,176 2,300 Total allowance for loan losses at end of period $ 6,545 $ 6,609 Percentage of net charge-offs to average loans outstanding during the period 0.23% 0.17% Percentage of allowance for loan losses to adjusted total loans 0.65% 0.70% The allowance for loan losses totaled $6.5 million or .65% of adjusted total loans of $999.3 million at March 31, 1997. Such amount is considered adequate relative to management's assessment of risk characteristics inherent in the loan portfolio. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on specific circumstances related to problem loans as well as changes in economic conditions. An analysis of nonperforming assets is summarized as follows: March 31 June 30 1997 1996 (Dollars in thousands) Loans accounted for on a nonaccrual basis: Real estate-mortgage: Commercial $1,035 $1,481 Land 200 200 Total nonaccrual loans $1,235 $1,681 Accruing loans which are contractually past due 90 days or more: Real estate-mortgage: Residential 11,571 10,029 Consumer 646 383 Total of 90 days past due 12,217 10,412 loans Total of nonaccrual and 90 days past due loans $13,452 $12,093 As a percent of total loans 1.35% 1.28% Real estate owned: Real estate acquired through foreclosure or repossession by loan type: Real estate: Residential $5,985 $4,913 Commercial 3,866 2,370 Land 3,014 3,349 Allowance for real estate losses (1,049) (955) Total real estate owned $11,816 $9,677 As a percent of total assets 1.02% 0.87% Total nonperforming assets $25,268 $21,770 As a percent of total assets 2.18% 1.96% Management recognizes the risk of potential reduction in value of real estate owned during the holding period and provides for such risk by maintaining a general allowance for real estate losses (such reserve is separate from and in addition to the allowance for loan losses). For the first nine months of fiscal 1997, additions to the allowance in the amount of $533,000 which was offset by charge offs net of recoveries of $439,000 resulted in an increase in the allowance for Real Estate Owned losses to $1.0 million at March 31, 1997. Management continually monitors the risk profile of real estate owned and maintains an allowance for real estate losses at a level believed adequate to absorb potential losses within the real estate portfolio. Liquidity The primary purpose of asset/liability management is to maintain adequate liquidity and a desired balance between interest sensitive assets and liabilities. Liquidity management focuses on the ability to meet the cash flow requirements of customers wanting to withdraw or borrow funds for their personal or business needs. Interest rate sensitivity management focuses on consistent growth of net interest income in times of fluctuating interest rates. The management of liquidity and interest rate sensitivity must be coordinated since decisions involving one may influence the other. Liquidity needs can be met by either reducing assets or increasing liabilities. Sources of asset liquidity include short term investments, securities available for sale, maturing and repaying loans and monthly cash flows from mortgage-backed securities. The loan portfolio provides an additional source of liquidity due to York Federal's participation in the secondary mortgage market. Liquidity needs can be met by attracting deposits and utilizing borrowing arrangements with the FHLB of Pittsburgh and the Federal Reserve Bank of Philadelphia for short and long term advances as well as other short term borrowings. Deposits represent the Association's primary source of funds. The Association does not rely on brokered deposits as a source of funds. During the first nine months of fiscal 1997, the Association's deposits increased $71.1 million. In addition, York Federal has supplemented its deposit gathering efforts through borrowings from the FHLB of Pittsburgh. At March 31, 1997, York Federal had $62.3 million in FHLB advances outstanding at a weighted average interest rate of 6.21%. Under current regulations, York Federal is required to maintain liquid assets at 5.0% or more of its net withdrawable deposits plus short term borrowings. Throughout the nine months ended March 31, 1997, York Federal maintained an average liquidity level which was in compliance with the regulatory requirements. At March 31, 1997, the Association's liquidity level was 5.07 %. Amortization and prepayments of loans and proceeds from loan and securities sales within the Association's mortgage banking activity represent a substantial source of funds to York Federal. These sources amounted to $231.6 million for the first nine months of fiscal 1997. The principal use of York Federal funds is the origination of mortgage and other loans. Loan demand resulted in total originations of $297.5 million for the period ended March 31, 1997. Loan originations were obtained through various channels including the retail branch system, commissioned mortgage origination staff, tele-mortgage activity and expanded mortgage broker relationships. The volume of originations was favorably impacted by a relatively stable interest rate environment and included traditional long term fixed rate loans primarily originated for sale as well as adjustable rate and residential construction loan products. In addition, in response to changing customer preferences intermediate term mortgage products, i.e. seven year balloon loans and 5/1 CMT adjustable rate loans (fixed rate for the first five years with annual adjustments thereafter), became a more significant component of origination volume. Capital The management of capital provides the foundation for future asset and profitability growth and is a major strategy in the management of York Financial Corp. Stockholders' equity at March 31, 1997 totaled $97.6 million compared to $92.1 million at March 31, 1996, an increase of $5.5 million or 6.0%. This growth was a result of a combination of factors including earnings growth, cash dividends paid, issuance of shares in connection with various benefit and dividend reinvestment plans, the impact of unrealized losses on "available for sale" securities and the payment of ESOP indebtedness. OTS regulated thrifts must comply with various capital standards: Tangible Capital. Generally, common stock plus retained earnings must equal at least 1.5% of adjusted total assets. Core Capital to total assets. Tangible capital plus qualifying supervisory goodwill (arising from the purchase of a troubled savings association) and other qualifying intangible assets must equal at least 3.0% of adjusted total assets. Risk-Based Capital. Risk-based capital must equal at least 8.0% of risk-weighted assets, as defined in the regulations. Core capital component of risk-based capital, as defined above, must equal at least 4.0% of risk weighted assets. At March 31, 1997, York Federal's tangible and core capital both equaled 7.3% ($84.3 million), substantially in excess of the minimum regulatory requirements of 1.5% and 3.0%, respectively, as indicated above. York Federal's total assets do not include any goodwill. York Federal's core capital to risk weighted assets equaled 11.0% ($84.3 million) at March 31, 1997, which exceeds its required level of 4.0%. Finally, York Federal's risk-based capital ratio equaled 11.8 % ($90.7 million) at March 31, 1997, which exceeds its required level of 8.0 % by $29.4 million. Results of Operations Nine months ended March 31, 1997 compared to March 31, 1996 Net Interest Income York Financial's earnings are affected by the level of York Federal's net interest income, the difference between the income it receives on its loan portfolio and other investments and its cost of money, consisting primarily of interest paid on deposits and borrowings. Net interest income is affected by the average yield on interest-earning assets, the average rate on interest- bearing liabilities, and the ratio of interest-earning assets to interest-bearing liabilities. Net interest income for the nine months ended March 31, 1997 was $26.8 million compared to $26.0 million for the same period last year. The increase in net interest income was attributable to an increase in average earning assets primarily due to the retention of intermediate term assets. The margin on interest-earning assets decreased to 3.26% from 3.55% for the nine months ended March 31, 1997 and 1996, respectively. The impact of a lower interest rate environment, a decrease in deferred fee income recognition and a higher level of non-accrual loans resulted in a 25 basis point decrease to the average yield on interest earning assets to 7.98% for the nine months ended March 31, 1997 as compared to 8.23% in the same period in the prior year. The higher level of interest-bearing liabilities during the first nine months of fiscal 1997 resulted from increases in higher cost guaranteed money fund and certificate accounts and short-term borrowings which were offset by decreases in savings and regular money market accounts. This resulting composition shift partially offset the generally lower levels of interest rates resulting in an increase to the average rate on interest bearing liabilities to 4.98% as compared to 4.97% in the same period last year. The net effect caused the interest rate spread for the current period to decrease to 3.00% from 3.26% in the same period last year. Provision for Loan Losses Management is aware of the risks inherent in lending and continually monitors risk characteristics of the loan portfolio. See "Asset Quality". Other Income Other income was $6.4 million for the nine months ended March 31, 1997, a decrease of 4.1% from the nine months ended March 31, 1996. Mortgage banking income for the nine months ended March 31, 1997 increased $1.1 million to $2.8 million or 59.8% as compared to the same period in 1996 and includes net gains on sales of loans, trading securities and servicing rights and income from loan servicing fees. The portfolio of loans serviced for others totaled $534.3 million at March 31, 1997 as compared to $611.2 million at March 31, 1996. Included in the change in the balance serviced for others was the sale of servicing rights on approximately $96.7 million of loans serviced for others consummated in December 1996 at a net gain of $510,000. The net servicing rate earned on the portfolio of loans serviced for others for the nine months ended March 31, 1997 decreased to .220% from .246% in the same period in 1996. Gain on sales of real estate was $38,000 for the nine months ended March 31, 1997 as compared to a gain of $1.1 million for the nine months ended March 31, 1996. This gain in the prior period is primarily attributed to the sale of real estate held for investment which resulted in a $1.3 million gain partially offset by losses on sale of other real estate sold during the period. A $1.2 million gain was realized during the third quarter on the disposition of an interest in a joint venture. Fees and service charges for the nine months ended March 31, 1997 increased by 15.9% to $2.1 million compared to 1.8 million in the same period in 1996. The Corporation is a partner in various joint ventures; these joint ventures during the first nine months of fiscal 1997 had net losses of $619,000. These losses were primarily related to the Corporation's share in the net losses of a venture capital partnership resulting from the decreased market value of underlying portfolio investments. Other operating income was $785,000 in the first nine months of fiscal 1997 as compared to $473,000 in the first nine months of fiscal 1996. Other operating income includes income from operations of subsidiaries, including commissions earned from discount brokerage activities and appraisal and construction inspection services provided to independent third parties. Other Expenses Other expenses of $23.8 million increased $5.7 million or 31.7% for the nine months ended March 31, 1997 as compared to the same period in 1996. The Deposit Insurance Funds Act of 1996 was enacted September 30, 1996 and included provisions for a one-time special assessment to recapitalize the SAIF (Savings Association Insurance fund) of the FDIC. This Act required SAIF institutions to pay a one-time special assessment of 65.7 basis points on the deposit premium assessment base as of March 31, 1995 resulting in a $5.3 million pre-tax charge recognized in the nine months ended March 31, 1997. Current SAIF insurance premiums are being paid at a substantially lower rate which is more consistent with the deposit insurance premiums paid by BIF (Bank Insurance Fund) insured institutions. Salaries and employee benefits decreased $252,000 or 2.9% over the same period in 1996 and is primarily attributable to increases in salaries due to the implementation of revisions to the salary administration program offset by substantially reduced profit sharing expense due to reduced profitability of the Corporation caused by recognition of the one-time SAIF assessment. Occupancy expense increased $587,000 or 29.5% over the same period in 1996 and is primarily attributed to operating cost related to a new office facility occupied in June 1996. Real estate expenses increased $90,000 when compared to March 31, 1996 and is primarily attributable to an increase in the provision for possible real estate losses (see asset quality) and settlement and legal fees related to disposition of properties. Other expenses includes a loss accrual of $100,000 related to the expected settlement of litigation initiated in 1991 and increased advertising expenses of $184,000 related to the promotion of various loan and deposit product offerings over the same period in 1996. Provision for Income Taxes The provision for income taxes of $2.9 million for the nine months ended March 31, 1997 represents an effective tax rate of 39.8% as compared to 38.3% for the same period last year. Regulatory Matters Transactions with affiliates are limited to 10% of capital and surplus per affiliate with an aggregate limit on all such transactions with affiliates to 20% of capital and surplus. At March 31, 1997 such transactions are within these regulatory limits. Effects of Inflation and Changing Prices The consolidated financial statements and related financial data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than does the effect of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services since such prices are affected by inflation. In the current interest rate environment, the liquidity and maturity structures of York Federal's assets and liabilities are critical to the maintenance of acceptable performance levels. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. OTHER INFORMATION None ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K The following exhibit is included herein: (11) Statement re: computation of earnings per share The company did not file any reports on Form 8-K during the nine months ended March 31, 1997. 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. York Financial Corp. (Registrant) Date May 9, 1997 /s/ Robert W. Pullo Robert W. Pullo, President - Chief Executive Officer Date May 9, 1997 /s/ James H. Moss James H. Moss, Senior Vice President - Chief Financial Officer/Treasurer (11) -- Statement re: Computation of Earnings Per Share Nine Months Ended March 31 1997 1996 (Dollars in thousands, except per share data) Primary: Average shares outstanding 6,728,933 6,521,853 Net effect of dilutive stock options -- based on the treasury stock method using average market price 405,907 386,717 Totals 7,134,840 6,908,570 Net income $ 4,327 $ 7,896 Per share amount $ 0.61 $ 1.14 Fully diluted: Average shares outstanding 6,728,933 6,521,853 Net effect of dilutive stock options -- based on the treasury stock method using quarter end market price or average market price whichever is greater 464,589 412,564 Totals 7,193,522 6,934,417 Net income $ 4,327 $ 7,896 Per share amount $ 0.60 $ 1.14