SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 -------------------------------------- For Quarterly Period Ended Commission File Number March 31, 1996 0-17379 INDIANA FEDERAL CORPORATION --------------------------- (Exact name of registrant as specified in its charter) Delaware 35-1735820 ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) 56 Washington Street Valparaiso, Indiana 46383 --------------------- ----------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (219) 462-4131 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----------- ---------- As of May 9, 1996, there were 4,737,330 outstanding shares of the registrant's Common Stock. INDIANA FEDERAL CORPORATION INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Statements of Financial Condition March 31, 1996 and December 31, 1995 2 - 3 Condensed Consolidated Statements of Income, Three Months Ended March 31, 1996 and 1995 4 Consolidated Statements of Cash Flow, Three Months Ended March 31, 1996 and 1995 5 - 6 Notes to Condensed Consolidated Financial Statements 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 14 PART II. OTHER INFORMATION 15 SIGNATURES 16 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES ASSETS ------ MARCH 31, DECEMBER 31, 1996 1995 --------------- -------------- Cash $ 16,012,288 $ 22,894,745 Interest-earning deposits in other institutions 151,444 178,207 Federal funds loaned -- 5,375,000 --------------- -------------- Total Cash and Cash Equivalents 16,163,732 28,447,952 Investment securities: Available-for-sale 69,583,998 72,672,893 Mortgage-backed securities: Available-for-sale 25,441,654 26,737,343 Loans receivable 532,954,625 529,348,028 Allowance for loan losses (6,640,035) (6,655,071) --------------- -------------- Loans Receivable, Net 526,314,590 522,692,957 Loans held for sale 21,684,086 16,044,609 Real estate held for sale, acquired through foreclosure 4,213,576 4,413,617 Office properties and equipment 10,752,329 10,919,615 Federal Home Loan Bank stock 7,739,700 7,739,700 Accrued interest receivable 4,726,847 5,005,115 Goodwill and deposit base intangible 5,012,675 5,160,639 Investment in Section 42 properties 6,579,498 6,679,081 Investment in single premium life insurance policies 12,127,575 10,793,759 Other assets 7,379,667 4,025,810 --------------- -------------- TOTAL ASSETS $ 717,719,927 $ 721,333,090 =============== ============== 2 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ MARCH 31, DECEMBER 31, 1996 1995 --------------- -------------- Deposits $ 546,879,815 $ 532,895,925 Federal Home Loan Bank advances and other borrowings 95,014,028 114,105,475 Advance payments by borrowers for taxes and insurance 2,814,662 1,409,051 Other liabilities 2,506,930 2,192,463 --------------- -------------- TOTAL LIABILITIES 647,215,435 650,602,914 --------------- -------------- Shareholders' Equity Serial Preferred Stock, par value $.01 per share; authorized: 5,000,000 shares; none issued -- -- Common Stock, par value $.01 per share; authorized: 10,000,000 shares; issued 1996--5,840,329 shares, 1995--5,823,946 shares 58,403 58,239 Additional paid-in capital 27,524,590 27,428,077 Unrealized gain on available-for-sale securities, net of deferred income taxes 91,412 779,343 Retained earnings 51,752,486 51,443,400 Treasury Stock, at cost March 1996 and December 1995 - 1,103,000 shares (8,628,949) (8,628,949) Guaranteed ESOP obligation (293,450) (349,934) --------------- -------------- TOTAL SHAREHOLDERS' EQUITY 70,504,492 70,730,176 --------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 717,719,927 $ 721,333,090 =============== ============== 3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 1996 1995 --------------- -------------- Interest income: Interest on loans $ 11,691,030 $ 11,264,810 Interest on mortgage-backed securities 460,958 490,202 Interest and dividends on investment securities 1,205,028 1,963,190 --------------- -------------- Total Interest Income 13,357,016 13,718,202 Interest expense: Interest on deposits 5,850,772 5,328,968 Interest on FHLB advances and other borrowings 1,460,139 2,056,964 --------------- -------------- Total Interest Expense 7,310,911 7,385,932 --------------- -------------- Net Interest Income 6,046,105 6,332,270 Provision for loan losses 50,000 144,151 --------------- -------------- Net Interest Income After Provision for Loan Losses 5,996,105 6,188,119 Other income: Commissions on sales of insurance and securities 363,450 302,155 Loss on sale of real estate owned (2,046) (2,905) Gain (loss) on sale of mortgage loans (17,670) 5,313 Loss on valuation of mortgage loans (195,071) -- Loss on sale of securities (20,313) (384,311) Customer service fees 376,533 338,090 Other 544,651 350,419 --------------- -------------- Total Other Income 1,049,534 608,761 Other expenses: Salaries and employee benefits 2,208,142 2,250,525 Net occupancy expense 381,703 377,280 Furniture and equipment expense 424,974 382,077 Federal insurance premiums 262,500 289,833 Marketing 118,510 144,924 Other general and administrative expenses 1,467,073 1,259,319 --------------- -------------- Total Other Expenses 4,862,902 4,703,958 --------------- -------------- Income Before Income Taxes 2,182,737 2,092,922 Income Tax Expense 546,100 552,070 --------------- -------------- Net Income $ 1,636,637 $ 1,540,852 =============== ============== Amounts per common share: Net Income $0.34 $0.32 ===== ===== Cash Dividend Paid $0.28 $0.365 ===== ====== 4 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 1996 1995 --------------- -------------- OPERATING ACTIVITIES Net income $ 1,636,637 $ 1,540,852 Adjustments to reconcile net income to net cash provided (used) by operating activities: Provision for loan losses 50,000 144,151 Originations of loans held for sale (9,673,832) (2,269,496) Cost of loans sold 4,034,355 2,276,855 Provision for depreciation and amortization 561,741 379,206 Amortization (accretion) of premiums and discounts, net (160,995) 46,615 Proceeds from sales of trading securities 4,076,563 -- Purchases of trading securities (4,096,875) -- Deferred federal income taxes (167,819) (153,196) Decrease in interest receivable 953,897 539,265 Decrease in interest payable 33,245 56,278 Net losses on sale of securities 20,313 384,311 Net losses on sale of real estate owned 2,046 2,905 Net (gains) losses on sale and valuation of mortgage 212,741 (5,313) Net change in other assets and liabilities (2,593,738) (2,209,121) --------------- -------------- Net Cash Provided (Used) by Operating Activities (5,111,721) 733,312 --------------- -------------- INVESTING ACTIVITIES Purchase of Forrest Holdings, Inc. stock (2,500,000) -- Proceeds from maturities and sales of securities available-for-sale 6,585,000 49,581,955 Purchases of securities available-for-sale (3,475,768) (4,070,000) Principal payments on mortgage-backed securities -- 292,220 Principal payments on mortgage-backed securities available-for-sale 1,025,225 778,037 Purchases of loans -- (122,000) Loan originations and principal payments on loans (3,591,250) (5,322,940) Purchases of office properties and equipment (486,067) (366,488) Proceeds from sale of real estate 146,695 -- Payment for purchase of NCB Corp., net -- (6,467,096) --------------- -------------- Net Cash Provided (Used) by Investing Activities (2,296,165) 34,303,688 --------------- -------------- FINANCING ACTIVITIES Net decrease in non-certificate accounts (1,923,053) (18,486,054) Net increase in certificates of deposit 15,906,943 6,538,213 Proceeds from Federal Home Loan Bank advances 10,000,000 15,000,000 Repayments on Federal Home Loan Bank advances (32,626,213) (4,136,900) Net increase (decrease) in other borrowings 3,591,250 (35,635,000) Net increase in advance payments by borrowers for taxes and insurance 1,405,611 1,336,351 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 1996 1995 --------------- ------------- FINANCING ACTIVITIES (Continued) Cash dividends $ (1,327,550) $ (1,716,293) Purchase of treasury stock -- (233,934) Exercise of stock options 96,678 234,716 --------------- -------------- Net Cash Used by Financing Activities (4,876,334) (37,098,901) --------------- -------------- Decrease in Cash and Cash Equivalents (12,284,220) (2,061,901) Cash and Cash Equivalents at Beginning of Year 28,447,952 18,535,270 --------------- -------------- Cash and Cash Equivalents at End of Quarter $ 16,163,732 $ 16,473,369 =============== ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - CASH PAID DURING THE PERIOD: Interest: Deposits $ 5,777,123 $ 5,230,399 Federal Home Loan Bank advances and other borrowings 1,493,384 2,115,446 --------------- -------------- $ 7,270,507 $ 7,345,845 =============== ============== Income Taxes $ 500,000 $ 440,000 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY: Loans transferred to real estate owned $ 0 $ 1,000,310 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) INDIANA FEDERAL CORPORATION AND SUBSIDIARIES March 31, 1996 NOTE 1 - 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 instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, such statements 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 three month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. NOTE 2 - Earnings Per Share Earnings per share of common stock have been determined by dividing net income for the period by the weighted average number of shares of common stock equivalents outstanding. Common stock options in the calculation assumes purchase of treasury stock with the option proceeds at the average market price for the period (when dilutive). NOTE 3 - Reclassification Certain amounts in the 1995 condensed consolidated financial statements have been reclassified to conform with the 1996 presentation. NOTE 4 - Marketable Debt and Mortgage-Backed Securities The following is a summary of available-for-sale securities at March 31, 1996: Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value -------------- ------------- -------------- -------------- Securities available-for-sale: U.S. Government and agency securities $ 21,633,059 $ 205,675 $ (268,148) $ 21,570,586 Collateralized mortgage obligations 34,685,565 108,568 (241,439) 34,552,694 Municipal securities 1,443,955 47,134 -- 1,491,089 Corporate debt securities 12,005,090 5,019 (40,480) 11,969,629 -------------- ------------- ------------- -------------- Total investment securities 69,767,669 366,396 (550,067) 69,583,998 Mortgage-backed securities 25,106,712 457,914 (122,972) 25,441,654 -------------- ------------- ------------- -------------- Total securities available-for-sale $94,874,381 $ 824,310 $ (673,039) $95,025,652 ============== ============= ============= ============== 7 Securities available-for-sale --------------------------------- Estimated Amortized Market Cost Value -------------- ------------- Due in one year or less $ 12,469,476 $ 12,525,606 Due after one year through five years 16,021,125 16,033,678 Due after five years through ten years 11,789,246 11,540,828 Due after ten years 29,487,822 29,483,886 -------------- ------------- Total investment securities 69,767,669 69,583,998 Mortgage-backed securities 25,106,712 25,441,654 -------------- ------------- Total securities $ 94,874,381 $ 95,025,652 ============== ============= NOTE 5 - Accounting by Creditors for Impaired Loans On January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan." Under the new standard, the allowance for credit losses related to loans that are identified for evaluation in accordance with Statement 114 is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. A loan is considered impaired when a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. In accordance with Statement 114, a loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings take place. Loans previously classified as in-substance foreclosure but which the Company had not taken possession of the collateral continue to be classified as loans. At March 31, 1996, the recorded investment in loans that are considered to be impaired under Statement 114 was $5.7 million of which $4.2 million were on a non-accrual basis. The average recorded investment in impaired loans during the three months ended March 31, 1996 was $6.0 million. For the three months ended March 31, 1996, the Bank recognized interest income on those impaired loans of $40,000. NOTE 6 - Accounting for Mortgage Servicing Rights The Bank originates and purchases mortgage loans for sale in the secondary market, and sells the loans with servicing either retained or released. Effective January 1, 1996, the Bank adopted SFAS No. 122 on accounting for mortgage servicing rights. For servicing retained, this Statement requires capitalizing the cost of mortgage servicing rights, regardless of whether those rights were acquired through origination or purchase activities. 8 Beginning in 1996, the total cost of mortgage loans purchased or originated with the intent to sell is allocated between the loan servicing right and the mortgage loan without servicing, based on their relative fair values at the date of origination or purchase. The capitalized cost of loan servicing rights is amortized in proportion to, and over the period of, estimated net future servicing revenue. Estimated servicing costs include direct costs associated with performing the servicing function and appropriate allocations of other costs. Mortgage servicing rights are periodically evaluated for impairment. Impairment represents the excess of cost of an individual mortgage servicing rights stratum over its fair value, and is recognized through a valuation allowance. The amount capitalized approximated the market value of servicing rights at March 31, 1996 and, accordingly, no valuation allowance for servicing rights was established. Quoted market prices were used to estimate the fair value of servicing rights at March 31, 1996. The amount capitalized during the first quarter of 1996 was $214,137. The capitalized amount is being amortized over the estimated lives of the loans and the amortization in the first quarter amounted to $8,220. At March 31, 1996 the fair value of capitalized mortgage servicing rights totaled $205,917. NOTE 7 - Investment in Forrest Holdings, Inc. On February 2, 1996, the Corporation purchased for $2.5 million a one-third interest in Forrest Holdings, Inc. of Oak Brook, Illinois. Forrest Holdings, Inc. owns and operates Forrest Financial Corporation, a leasing company which provides financing solutions for the acquisition of information systems, including equipment, software, training and maintenance. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INDIANA FEDERAL CORPORATION FINANCIAL CONDITION Indiana Federal Corporation (the "Corporation") the parent company of Indiana Federal Bank for Savings (the "Bank"), had total assets of $717.7 million at March 31, 1996, compared to total assets of $721.3 million at December 31, 1995. Total investment securities declined to $69.6 million at March 31, 1995 from $72.7 million at December 31, 1995. This decline was due in part to the sale of $1.4 million of U.S. Government Agency Securities which were called in advance of their maturity, as well as normal maturities and principal repayments. In addition, the investment security balance reflected net unrealized losses of $184,000 at March 31, 1996 compared to net unrealized gains of $691,000 at December 31, 1995. Mortgage-backed securities declined to $25.4 million at March 31, 1996 from $26.7 million at December 31, 1995. The decline in mortgage-backed securities was due to principal repayments. The net loan portfolio balance at March 31, 1996 increased to $526.3 million from $522.7 million at December 31, 1995. One- to four-family mortgage, income producing property, consumer and commercial loans originated and purchased during the three months ended March 31, 1996 were $27.6 million, $3.2 million, $8.7 million and $12.5 million, respectively, totaling $52.0 million or $11.5 million more than the $40.5 million originated and purchased during the same period a year ago. Loan repayments totaled $42.7 million for the three months ended March 31, 1996 compared to $29.8 million for the same period last year. Sales of one- to four-family fixed-rate mortgage loans increased to $4.0 million for the three months ended March 31, 1996 from $2.3 million for the same period a year ago. Of the $27.6 million in one- to four-family mortgage loans originated and purchased, $11.4 million or 41.3 percent consisted of adjustable-rate mortgage loans including $5.7 million in short-term construction loans. The remaining $16.2 million of one- to four-family mortgage loan volume represented long-term, fixed-rate loan origination. Included in fixed-rate loan originations were $4.4 million of 15 year loans which were retained in the loan portfolio, $2.1 million of 30 year FHA and VA loans which were purchased from correspondents and $9.7 million which were originated for sale. Fixed-rate loans held for sale at March 31, 1996 increased to $21.7 million from $16.0 million at December 31, 1995. Loans held for sale are accounted for on a lower of cost or market basis. As of March 31, 1996, the Bank had recorded a net adjustment of $195,000 to reduce the book value of these loans to their fair market value. 10 Deposits increased to $546.9 million at March 31, 1996 from $532.9 million at December 31, 1995. The Bank had a net increase of $15.9 million in certificate of deposit balances which more than offset a $1.9 million decrease in passbook, money market and other transaction account balances for the three months ended March 31, 1996. Shareholders' equity decreased to $70.5 million or $14.88 per share at March 31, 1996 from $70.7 million or $14.98 per share at December 31, 1995. The decline in shareholders' equity was in part the result of a $688,000 decrease in unrealized gains on available-for-sale securities. ASSET/LIABILITY MANAGEMENT Management attempts to control fluctuations in net interest income which result from an imbalance in the volume of assets and liabilities repricing during a period of time. The Bank attempts to mitigate its interest rate risk exposure by managing the maturity, prepayment and repricing characteristics of assets and liabilities. The Bank retains certain fixed- rate and adjustable-rate loans and sells in the secondary market conforming thirty-year fixed-rate mortgage loans. At March 31, 1996, the volume of liabilities repricing in one year or less exceeded the volume of assets repricing in one year or less by $105 million or a negative 14.6 percent of the Bank's total assets. This figure compares to a negative 12.38 percent one year gap at December 31, 1995. NON-PERFORMING ASSETS AND LOAN LOSS RESERVES Indiana Federal's non-performing assets decreased to $10.1 million or 1.41 percent of total assets at March 31, 1996 from $11.0 million or 1.53 percent of total assets at December 31, 1995. The improvement in non-performing assets was in part the result of a decline of $500,000 in delinquent residential loans to $1.0 million at March 31, 1996. In addition, the Bank sold a residential repossessed property with a book value of $149,000 at a small loss during the first quarter of 1996. Management continuously reviews the various loan portfolios to determine appropriate loan loss reserve levels. Factors considered in these reviews include, but are not limited to, general economic conditions, loan mix, historical charge-offs, condition of the underlying collateral and the ability of the borrower to repay the loan. In addition, on January 1, 1995, the Corporation adopted SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which requires that impaired loans be measured based on the present value of expected future cash flows. Management, as a result of this review process, recorded provision for loan losses of $50,000 for the three months ended March 31, 1996 compared to $144,000 for the same period last year. Based on available information, management believes that the allowance for loan losses is adequate to absorb potential losses in the portfolio; however, future additions to the allowance may be necessary, based on changes in economic conditions. In addition, 11 various regulatory agencies periodically review the allowance for loan losses, and may require that additions be made based upon their judgement of information available to them at the time of their examination. At March 31, 1996, the Bank's allowance for loan losses totaled $6.6 million or 1.26 percent of net loans receivable compared to $6.7 million or 1.27 percent of net loans receivable at December 31, 1995. RESULTS OF OPERATIONS The Corporation recorded earnings of $1.6 million or $.34 per share for the three months ended March 31, 1996 compared to $1.5 million or $.32 per share for the same period last year. The return on average shareholders' equity declined to 9.27 percent for the three months ended March 31, 1996 compared to 10.50 percent for the same period in 1995. The return of average assets was .91 percent for the three months ended March 31, 1996 compared to .94 percent for the same period last year. The Corporation's net income is primarily dependent upon the difference between interest earned on its loans and investments and interest paid on deposits and borrowings. Indiana Federal's net interest income after provision for loan losses for the three months ended March 31, 1996 decreased to $6.0 million compared to $6.2 million for the same period in 1995. The Corporation's average interest-earning assets and interest bearing liabilities declined by $33.0 million in the three months ended March 31, 1996 compared to the same period last year due to a $50.0 million leveraging strategy which management chose to unwind in March 1995. The net interest margin increased to 3.68 percent for the three months ended March 31, 1996 compared to 3.63 percent for the same period last year. Other income increased to $1.0 million for the three months ended March 31, 1996 from $600,000 for the same period a year ago. Excluding gains and losses on the sale of assets and a valuation allowance of $195,000 on the $21.7 million loans held for sale portfolio, other income increased to $1.3 million for the three months ended March 31, 1996 compared to $985,000 for the same period last year. Included in other income for the three months ended March 31, 1996 is a $200,000 prepayment penalty which was collected from the borrower on the payoff of an income producing property loan. Other expenses increased by 3.4 percent to $4.9 million for the three months ended March 31, 1996 compared to $4.7 million for the same period a year ago. The increase in expenses was primarily due to higher data processing costs, telephone and personnel expenses, and to the amortization of goodwill related to the January 1995 acquisition of the NCB Corporation. The deposits of savings associations such as the Bank are presently insured by the Savings Association Insurance Fund (the "SAIF"), which, along with the Bank Insurance Fund (the "BIF"), is one of the two insurance funds administered by the FDIC. Financial institutions which are members of the BIF are experiencing substantially lower deposit insurance premiums because the BIF has achieved its required level of reserves while the SAIF has not yet achieved its required reserves. A capitalization plan for the SAIF under 12 consideration by Congress reportedly provides for a special assessment of 0.85% to 0.90% of deposits to be imposed on all SAIF insured institutions to enable the SAIF to achieve its required level of reserves. If the proposed assessment of 0.80% to 0.90% was effected based on deposits as of March 31, 1996 (as proposed), the Bank's special assessment would amount to approximately $4.6 million to $4.9 million, before taxes, respectively. Accordingly, this special assessment would significantly increase non- interest expense and adversely effect the Company's results of operations. Conversely, depending upon the Bank's capital level and supervisory rating, and assuming the insurance premium levels for BIF and SAIF members are again equalized, future deposit insurance premiums are expected to decrease significantly, to as low as .04% of deposits from the .23% of deposits currently paid by the Bank, which would reduce non-interest expense for future periods. Income tax expenses totaled $546,000, an effective tax rate of 25.0 percent for the three month period ended March 31, 1996 compared to $552,000, an effective tax rate of 26.4 percent for the same period last year. Provision for income tax expense for the three month periods ended March 31, 1996 and 1995 included tax credits of $321,000 and $237,000 respectively, which are attributable to the equity investment in low and moderate income housing projects by the Corporation's subsidiary IndFed Mortgage Company. LIQUIDITY AND CAPITAL RESOURCES Indiana Federal maintains certain levels of cash and other liquid assets to fund normal volumes of loan commitments, savings deposit activity and other obligations. The Office of Thrift Supervision requires thrifts to maintain their liquidity ratio (cash and cash equivalent investments to net withdrawable deposits and borrowing due within one year) in excess of five percent. As of March 31, 1996 and 1995, the Bank's liquidity ratio was 6.95 percent and 7.96 percent, respectively, which were both in excess of the minimum regulatory requirement. Indiana Federal's primary sources of funds include loan repayments/advances from the FHLB of Indianapolis, reverse repurchase agreements, deposits and loan sales. At March 31, 1996, the Corporation had commitments to originate $31.9 million of loans (including $6.1 million in unused lines of credit). At the same date, scheduled maturities of certificates of deposit during the succeeding 12 months amounted to $252.7 million (including $77.2 million within three months or less) and schedule maturities of FHLB advances during such 12-month period amounted to $60.2 million. Management considers its current liquidity and additional sources of funds adequate to meet outstanding loan commitments. Current regulatory standards impose the following capital requirements: risk-based capital standard expressed as a percent of risk-adjusted assets, a leverage ratio of core capital to total adjusted assets and a tangible capital ratio expressed as a percent of total adjusted assets. As of March 31, 1996, the Bank substantially exceeded all regulatory capital requirements. 13 At March 31, 1996, the Bank's tangible capital was $48.1 million or 6.85 percent of adjusted total assets, which was in excess of the 1.5 percent requirement by $37.6 million. In addition, at March 31, 1996, the Bank had core capital of $53.1 million or 7.51 percent of adjusted total assets, which exceeded the 3.0 percent requirement by $31.9 million. The Bank also had risk-based capital of $58.5 million at March 31, 1996 or 12.97 percent, which exceeded the 8.0 percent risk based capital requirement by $22.4 million. At March 31, 1996, the Corporation had acquired a total of 1,103,000 shares of its outstanding common shares through its previously announced share repurchase programs. The Corporation did not acquire any shares in the first quarter of 1996. The Board of Directors approved a $.28 per share, or $1,327,550 cash dividend for the first quarter of 1996. The first quarter dividend included a separate dividend of $.10 per share, which when added to the $.66 per share previously paid in 1995 resulted in a total dividend of $.76 per share for the full year. The full year dividend of $.76 per share was 50 percent of 1995 earnings of $1.51 per share. The dividend payout ratio of 50 percent was consistent with the Company's dividend policy, which anticipates paying from 35 percent to 55 percent of calendar year earnings. 14 INDIANA FEDERAL CORPORATION PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K A. Exhibit 27 - Financial Data Schedule B. Two 8-K's filed by the Registrant 1. A press release dated January 25, 1996 was filed by the registrant with the SEC on January 30, 1996 reporting fourth quarter 1995 earnings. 2. A press release dated February 2, 1996 was filed on the same date with the SEC announcing an investment by the Registrant in Forrest Holdings, Inc. of Oak Brook, Illinois. 15 INDIANA FEDERAL CORPORATION SIGNATURES Pursuant to the requirement 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. Indiana Federal Corporation --------------------------- Registrant Date: May 10, 1996 /s/ Peter R. Candela ------------------- ---------------------------------- Peter R. Candela President/Chief Executive Officer Date: May 10, 1996 /s/ George J. Eberhardt ------------------- ---------------------------------- George J. Eberhardt Executive Vice President/ Chief Financial Officer 16