SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _______
Commission File No. 0-21347
ILLINOIS COMMUNITY BANCORP, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 37-1361560
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 E. Fayette, Effingham, Illinois 62401
- -------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(217)347-7127
-------------
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
------ ------
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Shares outstanding
Class at February 10, 1998
- ----------------------------- --------------------
Common Stock, Par Value $0.01 502,550
ILLINOIS COMMUNITY BANCORP, INC.
Index to Form 10-QSB
PART I FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
- Consolidated Statements of
Financial Condition 1
- Consolidated Statements of Income 2
- Consolidated Statement of
Stockholders' Equity 3
- Consolidated Statement of Cash Flows 4
- Notes to Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
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
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31 June 30
1997 1997
------------ -----------
Unaudited Audited
------------ -----------
(1,000's)
---------------------------
ASSETS
Cash and Cash Equivalents:
Cash $ 1,646 $ 1,708
Interest bearing deposits 3,175 767
--------- ---------
Total Cash and Cash Equivalents 4,821 2,475
Securities available for sale, amortized cost
of $7,437 and $7,497 at December 31, 1997
and June 30, 1997, respectively 7,479 7,925
Securities held to maturity, estimated market
value of $665 and $633 at December 31, 1997
and June 30, 1997, respectively 665 633
Loans receivable, net 45,422 45,219
Accrued interest receivable 390 453
Premises and equipment, net 2,683 2,742
Real estate held for sale 42 45
Prepaid income taxes 44 121
Deferred Income Taxes 38 0
Organization expense 63 71
Other assets 114 115
--------- ---------
Total Assets $ 61,761 $ 59,799
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 44,385 $ 43,662
Advances from Federal Home Loan Bank 9,208 7,958
Other borrowings 295 316
Advances from borrowers for taxes and insurance 31 79
Accrued interest payable 184 154
Accrued income taxes 0 0
Deferred income taxes 0 97
Accrued dividends 75 75
Other liabilities 683 366
--------- ---------
Total Liabilities 54,861 52,707
--------- ---------
Commitments and Contingencies
Stockholders' Equity
Common stock, $0.01 par value; authorized
4,000,000 shares, 502,550 shares issued
and outstanding 5 5
Paid-in capital 4,693 4,693
Retained earnings 2,639 2,432
Unrealized gain on securities held
available for sale 27 278
Unearned employee stock ownership plan (295) (316)
Stock held for benefit plan (169) 0
--------- ---------
Total Stockholders' Equity 6,900 7,092
--------- ---------
Total Liabilities and Stockholders' Equity $ 61,761 $ 59,799
========= =========
1
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
--------------------- --------------------
1997 1996 1997 1996
---------- --------- -------- --------
Interest income:
Interest on loans $ 977 $ 830 $1,906 $1,602
Interest and dividends on securities 144 120 283 243
------ ------ ------ ------
Total interest income 1,121 950 2,189 1,845
------ ------ ------ ------
Interest expense:
Interest on deposits 535 470 1,054 913
Interest on Federal Home Loan Bank
advances 124 81 246 126
Interest on other borrowings 6 9 13 15
------ ------ ------ ------
Total interest expense 665 560 1,313 1,054
------ ------ ------ ------
Net interest income 456 390 876 791
Provisions for loan losses 15 15 31 97
------ ------ ------ ------
Net interest income after
provision for loan losses 441 375 845 694
------ ------ ------ ------
Non-interest income:
Other fees 38 28 83 49
Gain on sale of securities 211 0 423 0
Other 37 10 71 21
------ ------ ------ ------
Total other income 286 38 577 70
------ ------ ------ ------
Non-interest expense:
Compensation and employee benefits 247 173 520 372
Occupancy and equipment 78 32 179 83
Data processing 37 23 65 47
Audit, legal and other professional 34 34 58 74
SAIF deposit insurance 7 25 14 45
SAIF assessment 0 0 0 211
Advertising 9 9 17 18
Other 68 43 134 89
------ ------ ------ ------
480 339 987 939
------ ------ ------ ------
Income (loss) before income taxes 247 74 435 (175)
Provision for (benefit from) income
taxes 86 24 153 (57)
------ ------ ------ ------
Net Income (Loss) $ 161 $ 50 $ 282 $ (118)
====== ====== ====== ======
Earnings (Loss) Per Share: $ 0.35 $ 0.11 $ 0.61 $(0.25)
====== ====== ====== ======
2
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Unearned Unrealized
Employee Gain (Loss)
Stock on Securities Stock
Common Paid-in Retained Ownership Available Held
Stock Capital Earnings Plan For Sale, Net for MRP Total
------- ------- -------- --------- ------------- ------- -------
(1,000's)
----------------------------------------------------------------------------------
Balance at June 30, 1997 $ 5 $ 4,693 $ 2,432 $ (316) $ 278 $ 0 $ 7,092
Net income (loss) 0 0 282 0 0 0 282
Dividends Paid 0 0 (75) 0 0 0 (75)
Change in unrealized
gain on securities
available for sale 0 0 0 0 (251) 0 (251)
Shares purchased 0 0 0 0 0 (169) (169)
Shares released for
allocation 0 0 0 21 0 0 21
------- ------- -------- -------- -------- ------- -------
Balance at December
31, 1997 $ 5 $ 4,693 $ 2,639 $ (295) $ 27 $ (169) $ 6,900
======= ======= ======== ======== ======== ======= =======
3
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
--------------------- --------------------
1997 1996 1997 1996
---------- --------- -------- --------
(1,000's)
---------------------------------------------
Operating activities:
Net income (loss) $ 161 $ 50 $ 282 $ (118)
Adjustments to reconcile net income
to net cash provided by operating
activities
Provision for depreciation and
amortization 37 16 104 33
Provision for loan losses 15 15 31 97
Net amortization and accretion
of securities (30) 2 (29) 3
Amortization of organization cost 4 0 8 0
Decrease (increase) in accrued
interest receivable (2) (16) 63 (39)
Increase in other repossessed
property 0 0 0 0
Decrease (increase) in other assets (19) (30) 1 (35)
Increase (decrease) in accrued
interest payable 24 31 30 38
Increase (decrease) in accrued
income taxes (55) 17 77 (71)
Increase in deferred income taxes 0 (19) 0 6
Increase (decrease) in other
liabilities 163 (239) 317 (149)
Gain on sale of securities (211) (34) (423) (73)
ESOP benefit expense 10 10 20 20
------- ------- ------- -------
Net cash provided by operating
activities 97 (197) 481 (288)
------- ------- ------- -------
Investing activities:
Proceeds from matured securities
available for sale 918 0 1,918 0
Proceeds from sale of securities
available for sale 216 637 1,441 1,437
Purchase of securities held to
maturity and certificates of
deposit (937) 0 (937) (99)
Purchase of securities available
for sale 0 (839) (2,333) (1,266)
Proceeds from sale of loans 2,570 590 3,317 590
Increase in loans receivable (2,591) (2,648) (3,549) (5,986)
Repayment of mortgage-backed
securities 176 66 392 148
Purchase of premises and equipment (19) (516) (45) (876)
------- ------- ------- -------
Net cash used in investing
activities 333 (2,710) 204 (6,052)
------- ------- ------- -------
4
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
--------------------- --------------------
1997 1996 1997 1996
---------- --------- -------- --------
(1,000's)
---------------------------------------------
Financing activities:
Net (decrease) increase in deposits $ 1,284 $ 1,835 $ 723 $ 3,611
Advances from Federal Home Loan Bank 750 2,000 1,250 4,150
Decrease in advances from borrowers
for taxes and insurance (16) 13 (48) (53)
Repayment Employee Stock Ownership
Plan loan (10) (10) (20) (20)
Dividends paid 0 0 (75) 0
Purchase of MRP Plan stock 0 0 (169) 0
------- ------- ------- -------
Net cash provided by (used in)
financing activities 2,008 3,838 1,661 7,688
------- ------- ------- -------
Increase (decrease) in cash and
cash equivalents 2,438 931 2,346 1,348
Cash and cash equivalents at beginning
of period 2,383 824 2,475 407
------- ------- ------- -------
Cash and cash equivalents at end of
period $ 4,821 $ 1,755 $ 4,821 $ 1,755
======= ======= ======= =======
Supplemental Disclosures:
Additional Cash Flows Information:
Cash paid for:
Interest on deposits, advances and
other borrowings $ 641 $ 579 $ 1,283 $ 1,016
Income Taxes:
Federal $ 72 $ 0 $ 72 $ 0
State $ 5 $ 0 $ 5 $ 0
Unrealized gain on securities available
for sale $ (212) $ 45 $ (387) $ 96
Deferred taxes on unrealized gain on
securities available for sale $ 74 $ 15 $ 135 $ 34
5
ILLINOIS COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
---------------------
The consolidated financial statements include the accounts of
Illinois Community Bancorp, Inc. (the Company) and its wholly
owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. The
accompanying consolidated financial statements are unaudited and
should be read in conjunction with the consolidated financial
statements and notes thereto included in the Illinois Guarantee
Bank, FSB (the Bank)'s annual report on Form 10-KSB for the year
ended June 30, 1997. The accompanying unaudited consolidated
financial statements have been prepared in accordance with the
instructions for Form 10-QSB and therefore, do not include
information or footnotes necessary for a complete presentation
of financial condition, results of operations, and cash flows in
conformity with generally accepted accounting principles. In
the opinion of management of the Company the unaudited
consolidated financial statements reflect all adjustments
(consisting only of normal recurring accruals) necessary to
present fairly the financial position of the Company at December
31, 1997, and the results of its operations and cash flows for
the three and six months ended December 31, 1997 and 1996.
Operating results for the three and six months ended December
31, 1997 are not necessarily indicative of the results that may
be expected for the year ending June 30, 1998.
(2) Stock Conversion
----------------
On September 28, 1995, the Bank converted from a federally
chartered mutual savings bank to a federally chartered capital
stock savings bank through the sale and issuance of 502,550
shares of $1 par value common stock at a price of $10 per share,
resulting in gross proceeds of $5,025,500. After reducing gross
proceeds for conversion costs of $462,500, net proceeds totaled
$4,563,000.
In conjunction with the conversion, an employee stock ownership
plan established by the Bank borrowed $402,040 from a third
party to purchase 40,204 shares of common stock issued by the
Bank. As of December 31, 1997, the outstanding loan balance is
recorded as a liability and, a corresponding amount is reflected
as a reduction to stockholders' equity.
(3) Bank Holding Company
--------------------
On July 23, 1996, the shareholders' of Illinois Guarantee
Savings Bank approved the formation of a single bank holding
company, Illinois Community Bancorp, Inc. The reorganization
was consummated on September 27, 1996. also approved on
September 27, 1996 was the Management Recognition Plan of 4%
outstanding stock and Stock Option Plan of up to 10% of
outstanding stock. In the first quarter of the prior year, the
Company formed two subsidiary corporations to conduct business
as a leasing corporation and a financial services corporation.
(4) Bank Charter
------------
On April 21, 1997, Illinois Guarantee Savings Bank changed its
name to Illinois Community Bank and its charter from a federal
savings bank to an Illinois chartered commercial bank. Also on
this date the Company became a bank holding company regulated by
the Board of Governors of the Federal Reserve, upon its
conversion from a Thrift Holding Company.
6
ILLINOIS COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Earnings Per Share
------------------
Only ESOP and MRP shares that are committed to be released are
considered outstanding for earnings per share calculations.
Earnings per share have been calculated based on 458,688, and
458,688, 467,974, and 467,472 shares for the three and six
months ended December 31, 1997 and 1996, respectively.
(6) Employee Stock Ownership Plan
-----------------------------
In connection with the conversion to the stock form of
ownership, the Board of Directors established an employee stock
ownership plan (ESOP) for the exclusive benefit of participating
employees. Employees age 21 or older who have completed one
year of service are eligible to participate. Upon the issuance
of the common stock, the ESOP acquired $40,204 shares of $0.01
par value common stock at the subscription price of $10.00 per
share. The Bank makes contributions to the ESOP equal to the
ESOP's debt service less dividends received by the ESOP. All
dividends received by the ESOP are used to pay debt service.
The ESOP shares initially were pledged as collateral for its
debt. As the debt is repaid, shares are released from
collateral and allocated to active employees, based on the
proportion of debt service paid in the year. The Bank accounts
for its ESOP in accordance with Statement of Position 93-6.
Accordingly, the debt of the ESOP is recorded as debt and the
shares pledged as collateral are reported as unearned ESOP
shares in the consolidated balance sheets. As shares are
released from collateral, the Bank reports compensation expense
equal to the current market price of the shares, and the shares
become outstanding for earnings-per-share calculations.
Dividends on allocated shares are recorded as a reduction of
retained earnings; dividends on unallocated ESOP shares are
recorded as a reduction of debt or accrued interest. ESOP
compensation expense was 16,000, 26,000, 10,000, and 20,000 for
the three and six months ended December 31, 1997 and 1996,
respectively.
The ESOP shares at December 31, 1997 were as follows:
Allocated shares 8,643
Shares released for allocation 2,033
Unallocated shares 29,528
--------
Total ESOP shares 40,204
========
Fair value of unallocated shares $435,538
========
(7) Management Recognition Plan
---------------------------
The Company approved the establishment of the Management
Recognition Plan "MPR" with the objectives to enable the Company
to attract and retain personnel of experience and ability in key
positions of responsibility. The stockholders approved the MRP
at the annual meeting on July 23, 1996. Those eligible to
receive benefits under the MRP will be on a discretionary basis
and MRP is a non-qualified plan that will be managed through a
separate trust. The Company will contribute sufficient funds to
the MRP for the purchase of up to 20,102 shares of common stock.
Automatic grants will be made to the nonemployed directors, with
two years continuous service prior to the effective plan date,
of the lesser of 5% of the plan shares per Director of 30% or
the plan shares in the aggregate. Nonemployed directors who
join the Board within the two year period before the effective
date or after the effective date shall receive up to 2% of the
plan shares. These awards will vest 20% on each anniversary
date except in the case of participant's death or disability
where all shares awarded will vest immediately. The Company
intends to expense the MRP awards over the years during which
the shares are payable, based on the market value of the common
stock at the time of the grant. The Company, on July 8, 1997,
purchased 13,400 shares of its stock for $169,000. These shares
will be used to fund the MRP. Compensation expense related to
the MRP was $12,000 and $24,000 for the three and six months
ended December 31, 1997.
7
ILLINOIS COMMUNITY BANCORP, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
GENERAL
The principal business of the Company is the business of the
Bank. Therefore, substantially all of the discussion in the Form
10-QSB relates to the operations of the Bank. The business of
the Bank consists of attracting deposits from the general public
and using these funds to originate residential mortgage and home
equity loans, business loans, multi-family and commercial real
estate loans, commercial leases, automobile loans, and consumer
loans. To a lesser extent, the Bank invests in interest-bearing
deposits, U.S. Government and federal agency securities,
mortgage-backed securities and local municipal securities. The
Bank's profitability depends primarily on its net interest
income, which is the difference between the interest income it
earns on loans and investment portfolio and its cost of funds,
which consists mainly of interest paid on deposits and Federal
Home Loan Bank short term borrowings. Net interest income is
affected by the relative amounts of interest-earning assets that
approximate or exceed interest-bearing liabilities. A positive
interest rate spread will generate net interest income.
The Bank's profitability is also affected by the level of
noninterest income and expense. Noninterest income consists
primarily of loan fees and late charges, recently supplemented
by fees generated from the sales of qualified mortgage loans to
the secondary mortgage market, and by commission revenues
generated through Trust and Brokerage services. Non-interest
expense consists of salaries and benefits, occupancy related
expenses, deposit insurance premiums, and other operating
expenses.
The operations of the Bank, and financial institutions in
general, are significantly influenced by general economic
conditions and related monetary and fiscal policies of financial
institutions' regulatory agencies. Deposit flows and the cost
of funds are influenced by interest rates on competing
investments and general market rates of interest. Lending
activities are affected by the demand for financing real estate
and other types of loans, which in turn is affected by the
interest rates at which such financing may be offered and other
factors affecting loan demand and the availability of funds.
BUSINESS STRATEGY
New management joined the Bank in 1995 and the managerial
structure has developed in accordance with new business
strategies intended to increase presence, new market segment
penetration, and overall market share in its primary market area
of Effingham County, Illinois ("Primary Market Area"). These
new strategies, under the guidance and implementation of the
newly formed management team, have increased lending activities,
non-traditional banking services activities, and sources of fee
income. Commercial real estate loans outstanding increased by
$5.5 million or 85.7% from $6.4 million at December 31, 1996, to
$11.9 million at December 31, 1997. New business development
strategies included (i) hiring of experienced commercial banking
personnel including a new Chief Credit Officer, Chief
Administrative Officer, Controller, and a Trust and Investment
Management Officer; (ii) instituting a manager call program
encouraging direct contact with local businesses, property
developers, realtors, home builders, auto dealers and others;
(iii) improving customer service, educating staff, and
developing a sales culture bank wide. Illinois Leasing
Corporation, Inc., a subsidiary of the holding company, has
provided enhanced services in its first year of operation in the
form of commercial equipment leasing an alternative to
traditional commercial lending. The Bank's Trust and Investment
Management Center began operations in April, 1997. Full service
brokerage and investment management services, offered at the
bank through our affiliate PRIMEVEST Financial Services, allows
the Bank to better serve our customers' overall long term
investment and financial planning needs.
8
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds consist of deposits,
repayment and prepayment of loans and mortgage-backed
securities, maturities of investments and interest-bearing
deposits, and funds provided from operations. While schedules
repayments of loans and mortgage-backed securities and
maturities of investment securities are predictable sources of
funds, deposit flows and loan prepayments are greatly influenced
by the general level of interest rates, economic conditions and
competition.
The Bank uses its liquidity resources principally to fund
existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity,
and to meet operating expenses. Liquidity management is both a
daily and long-term function of management. If the Bank
requires funds beyond its ability to generate internally, the
Bank believes it could borrow additional funds from the FHLB.
The primary investing activity of the Bank is the origination of
loans. During the quarter ended December 31, 1997, purchases of
investment securities totaled $937,000 while loan originations
totaled $5.8 million. These investments were funded primarily
from loan and mortgage-backed security repayments of $176,000,
sales of loans without recourse to FHLMC of $900,000 and
American Savings Bank, Dyer, IN of $1.7 million, and investment
security maturities and sales of $1.1 million.
At December 31, 1997, the Bank had $2.8 million in outstanding
commitments to originate loans and $4.4 million of unused lines
of credit. The Bank anticipates that it will have sufficient
funds available to meet its current loan origination
commitments. Certificates of deposit which are scheduled to
mature in one year or less totaled $17.8 million at December 31,
1997. Based on historical experience, management believes that
a significant portion of such deposits will remain with the
Bank.
ASSET/LIABILITY MANAGEMENT
The principal operating objective of the Bank is the achievement
of a positive interest rate spread that can be sustained during
fluctuations in prevailing interest rates. Since the Bank's
principal interest-earning assets have substantially longer
terms to maturity than its primary source of funds, i.e.,
deposit liabilities, increase in general interest rates will
generally result in an increase in the Bank's cost of funds
before the yield on its asset portfolio adjusts upwards.
Savings institutions have generally sought to reduce their
exposure to adverse changes in interest rates by attempting to
achieve a closer match between the periods in which their
interest-bearing liabilities and interest-earning assets can be
expected to reprice through the origination of adjustable-rate
mortgages and loans with shorter terms.
The term "interest rate sensitivity" refers to those assets and
liabilities which mature and reprice periodically in response to
fluctuations in market rates and yields. Thrift institutions
have historically operated in a mismatched position with
interest-sensitive liabilities greatly exceeding
interest-sensitive assets in the short-term time periods. As
noted above, one of the principal goals of the Bank's
asset/liability program is to more closely match the interest
rate sensitivity characteristics of the asset and liability
portfolios.
9
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
ASSET/LIABILITY MANAGEMENT (CONT.)
In order to properly manage interest rate risk, the Bank's
management monitors the difference between the Bank's maturing
and repricing assets and liabilities and develops and implements
strategies to decrease the "negative gap" between the two.
Management assesses the Bank's asset/liability mix, recommends
strategies to the Board of Directors that will enhance income
while managing the Bank's vulnerability to changes in interest
rates, and reports to the Board of Directors the results of the
strategies used.
Since the early 1980's, the Bank has stressed the origination of
adjustable rate mortgage loans. At December 31, 1997, the Bank
had $17.9 million, or 39.5% of total loans, of adjustable or
fixed rate loans either repricing or maturing in one year or
less. In addition, the Bank had $289,000 in adjustable rate
mortgage-backed securities at December 31, 1997.
In order in increase the interest rate sensitivity of its
assets, the Bank has also maintained a consistent level of short
and intermediate-term investment securities and other assets.
At December 31, 1997, the Bank had $3.7 million of investment
securities including mortgage-backed securities and
interest-bearing deposits maturing within one year and $4.5
million maturing within one to five years. At December 31,
1997, the Bank also had $3.1 million in investment securities
including mortgage-backed securities maturing after five years,
of which $1.5 million represented the Bank's investment in an
asset management adjustable rate fund, which is an uninsured
mutual fund, which thereby carries greater risk than government
insured investment securities.
In the future, in managing its interest rate sensitivity, the
Bank intends to continue to stress the origination of
adjustable-rate mortgages and loans with shorter maturities, the
purchase of adjustable rate mortgage-backed securities and the
maintenance of a consistent level of short-term securities. In
addition, the Bank has increased its origination of fixed-rate
mortgage loans, and then sell such loans in the secondary
mortgage market to FHLMC.
REGULATORY CAPITAL
The Company is regulated by the Board of Governors of the
Federal Reserve System ("FRB") and is subject to securities
registration and public reporting regulations of the Securities
and Exchange Commission. The Bank is regulated by the Federal
Deposit Insurance Corporation ("FDIC") and the Illinois
Commissioner of Banks and Real Estate (the "Commissioner").
The Bank is subject to the capital requirements of the FDIC and
the Commissioner. The FDIC requires the Bank to maintain
minimum ratios of tier 1 capital to total risk-weighted assets
and total capital to risk-weighted assets of 4% and 8%,
respectively. Tier 1 capital consists of total shareholders
equity calculated in accordance with generally accepted
accounting principles less intangible assets, and total capital
is comprised of Tier 1 capital plus certain adjustments, the
only one of which is applicable to the Bank is the allowance for
possible loan losses. Risk-weighted assets refer to the on-and
off-balance sheet exposures of the Bank adjusted for relative
risk levels using formulas set forth in FDIC regulations. The
Bank is also subject to a FDIC leverage capital requirement,
which calls for a minimum ratio of Tier 1 capital (as defined
above) to quarterly average total assets of 3% to 5%, depending
on the institution's composite ratings as determined by its
regulators.
10
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
REGULATORY CAPITAL
At December 31, 1997, the Bank was in compliance with all
of the aforementioned capital requirements as summarized below:
December 31,
1997
------------
(1,000's)
------------
Tier I Capital:
Common stockholders' equity $ 6,324
Unrealized holding loss (gain) on
securities available for sale (27)
Total Tier I capital $ 6,297
Tier II Capital:
Total Tier I capital $ 6,297
Qualifying allowance for loan losses 345
Total capital $ 6,642
Risk-weighted assets $41,736
Quarter average assets $60,046
To be Well Capitalized
under the Prompt
For Capital Corrective Action
Actual Adequacy Purposes Provisions
--------------- ----------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------- ----- ------- -----
As of December 31, 1997:
Total Risk-Based Capital
(to Risk-Weighted Assets) $6,642 15.91% $3,339 8.00% $4,174 10.00%
Tier I Capital
(to Risk-Weighted Assets) 6,297 15.09% 1,669 4.00% 2,504 6.00%
Tier I Capital
(to Average Assets) 6,297 10.49% 2,402 4.00% 3,002 5.00%
At the time of the conversion of the Bank to a stock
organization, a special liquidation account was established for
the benefit of eligible account holders and the supplemental
eligible account holders in an amount equal to the net worth of
the Bank. The special liquidation account will be maintained
for the benefit of eligible account holders and the supplemental
eligible accounts holders who continue to maintain their
accounts in the Bank after the conversion on September 27, 1995.
In the event of a complete liquidation distribution from the
liquidation account in an amount proportionate to the current
adjusted qualifying balances for accounts then held. With the
reorganization completed on September 27, 1996, this liquidation
account became part of stockholders' equity for the Company
under the same terms and conditions as if the reorganization had
not occurred. The Company may not declare or pay cash dividends
on or repurchase any of its common stock if stockholders' equity
would be reduced below applicable regulatory capital
requirements or below the special liquidation account.
11
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
FINANCIAL CONDITION
The Bank's total assets increased $2.0 million or 3.28%, from
$59.8 million at June 30, 1997, to $61.8 million at December 31,
1997. The Bank continues to experience loan growth. Loan
receivables increased by $203,000 or 0.43%, from $45.2 million
at June 30, 1997, to 45.4 million at December 31, 1997.
Deposits increased $723,000, or 1.7%, from $43.7 million at June
30, 1997, to $44.4 million at December 31, 1997. The deposits
were not sufficient to meet the demands of loan originations.
The Bank had borrowed additional advances from the FHLB in the
amount of $1.3 million during the six months to fund the loan
origination's, of which $750,000 was re-invested short-term with
the FHLB, at a fixed margin over cost. FHLB advances increased
from $8.0 million at June 30, 1997, to $9.2 million at December
31, 1997.
RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 1997
Net income for the three months ended December 31, 1997 was
$161,000 compared to $50,000 for the three months ended December
31, 1996. This increase included gain on sale of securities of
$211,000, and an increase in net interest income of $66,000,
offset by an increase in non-interest expense of $141,000.
Net interest income increased by $66,000 or 16.9%, to $456,000
for the three months ended December 31, 1997 from $390,000 for
the same period in 1996. This increase was due to a more
significant increase in the yield on interest-earning assets as
compared to the increase in cost of interest-bearing liabilities
Interest income increased by $171,000 from $1.0 million to $1.1
million or by 18.0%, during the 1997 period compared to the 1996
period. This increase is attributed to growth in interest
earning assets from $49 million at December 31, 1996 to $56
million at December 31, 1997, and changes to the loan portfolio
mix now comprised of higher yielding concentrations of consumer,
retail, and small business loans. Yield on interest earning
assets increased from 7.78% for the three months ended December
31, 1996, to 8.04% for the three months ended December 31, 1997.
Interest expense increased $105,000 or 18.8% to $665,000 for the
three months ended December 31, 1997 from $560,000 for the same
period in 1996. This increase was primarily from growth in
interest bearing liabilities from $46.3 million at December 31,
1996 to $53.9 million at December 31, 1997. Rates paid on
interest bearing liabilities was 5.28% for the three months
ended December 31, 1997 compared to 5.30% for the same period in
1996.
The allowance for loan losses is established through a provision
for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and the general economy. Such
evaluation considers numerous factors including, general
economic conditions, loan portfolio composition, prior loss
experience, the estimated fair value of the underlying
collateral and other factors that warrant recognition in
providing for an adequate loan loss allowance. During the three
months ended December 30, 1997 and 1996, the Bank's provision
for loan losses was $15,000 and $15,000, respectively.
The allowance for loan losses was $350,000 or .77% of loans
receivable at December 31, 1997, compared to $351,000, or .78%
of loans receivable at June 30, 1997. The Bank's level of non-
performing loans was 0.39% of total loans at June 30, 1997
compared to .57% as of December 30, 1997. Based on current
reserve levels in relation to total loans receivable and
classified assets and the identification and diligent effort put
forth by management to address problem loan situations in recent
years, management believes its reserves are currently adequate.
Noninterest income was $286,000 for the three months ended
December 31, 1997 compared to $38,000 for the three months ended
December 31, 1996. The increase in noninterest income was due
to an increase of $37,000 from operation and $211,000 from sale
of FHLMC stock.
12
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Noninterest expense increased from $339,000 for the three months
ended December 30, 1996 to $480,000 for the three months ended
December 31, 1997. This increase of $141,000 resulted from
the opening, staffing and occupancy of our new facility,
positive changes to corporate structure, and the addition of
expertise at the management level.
The Bank's effective tax rate for the three months ended
December 31, 1997 and 1996 was approximately 34.8% and 32.4%
respectively.
NONPERFORMING ASSETS
At December 31, 1997, the Bank had $303,000 in nonperforming
assets which consisted of 10 borrowers, highest amount was
$98,000 consisting of four loans, and real estate acquired
through foreclosure in the amount of $42,000. On December 31,
1996, the Bank had $148,000 in nonperforming assets.
RESULTS OF OPERATIONS -SIX MONTHS ENDED DECEMBER 31, 1997 AND
1996
Net income for the six months ended December 31, 1997 was
$282,000 compared to ($118,000) for the six months ended
December 31, 1996. This increase included gain on sale of
securities of $423,000, and an increase in net interest income
of $151,000, offset by an increase in non-interest expense of
$48,000.
Net interest income increased $85,000 or 10.7% to $876,000 for
the six months ended December 31, 1997 from $791,000 for the
same period in 1996. The increase was due to a more significant
increase in the yield on interest-earning assets as compared to
the increase in cost of interest-bearing liabilities.
Interest income increased by $344,000 from $1.8 million to $2.2
million or by 18.6%, during the 1997 period compared to the 1996
period. This increase is attributed to growth in interest
earning assets from $49 million at December 31, 1996 to $56
million at December 31, 1997, and changes to the loan portfolio
mix now comprised of higher yielding concentrations of consumer,
retail, and small business loans. Yield on interest earning
assets increased from 7.79% for the six months ended December
31, 1996 to 8.00% for the six months ended December 31, 1997.
Interest expense increased $259,000 or 24.6%, to $1.3 million
for the six months ended December 31, 1997 from $1.1 million for
the same period in 1996. This increase was primarily from
growth in interest bearing liabilities from $46.3 million at
December 31, 1996 to $53.9 million at December 31, 1997. Rates
paid on interest bearing liabilities was 5.26% for the six
months ended December 31, 1997 compared to 5.07% for the same
period in 1996.
Noninterest income increased $507,000 from $70,000 for the six
months ended December 31, 1996 to $577,000 for the six months
ended December 31, 1997. This increase was the result of
increased fees and charges of $84,000 and gain on sales of FHLMC
stock of $423,000 in 1997.
Noninterest expense increased $48,000, or 5.1%, from $939,000
for the six months ended December 31, 1996 to $987,000 for the
six months ended December 31, 1997. This increase resulted from
an increase of $148,000 in compensation and employee benefits,
$96,000 in occupancy and equipment, and $45,000 in other expense
which was primarily the result of the new facility and expanded
management team. This increase was partially offset by a
$242,000 decrease in SAIF insurance premiums including the one
time assessment of $211,000 in 1996.
The Bank's effective tax rate for the six months ended December
31, 1997 and 1996 was approximately 35.2% and 32.6%
respectively.
13
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
IMPACT OF INFLATION AND CHANGING PRICES
The unaudited consolidated financial statements and related data
presented herein have been prepared in accordance with generally
accepted accounting principles, which require the measurement of
financial position and results of operations in terms of
historical dollars without considering changes in the relative
purchasing power of money over time because of inflation.
Unlike most industrial companies, virtually all of the assets
and liabilities of the Bank are monetary in nature. As a
result, interest rates have a more significant impact on the
Bank's performance than the effects of general levels of
inflation. Interest rates do not necessarily move in the same
direction or in the same magnitude as the prices of goods and
services.
14
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
---------------------------------------------------
Not applicable.
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
Exhibits:
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K:
None
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.
Illinois Community Bancorp, Inc.
Date: February 9, 1998 /s/ Douglas A. Pike
----------------------------
Douglas A. Pike
President and Chief Executive
Officer
Date: February 9, 1998 /s/ Ronald R. Schettler
----------------------------
Ronald R. Schettler
Senior Vice President and Chief
Financial Officer