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 March 31, 1998
--------------
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)347-7255
-------------
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 April 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
March 31 June 30
1998 1997
------------ -----------
Unaudited Audited
------------ -----------
(1,000's)
---------------------------
ASSETS
Cash and Cash Equivalents:
Cash $ 2,287 $ 1,708
Interest bearing deposits 3,982 767
--------- ---------
Total Cash and Cash Equivalents 6,269 2,475
Securities available for sale, amortized cost
of $6,986 and $7,497 at March 31, 1998
and June 30, 1997, respectively 7,027 7,925
Securities held to maturity, estimated market
value of $675 and $633 at March 31, 1998
and June 30, 1997, respectively 675 633
Loans receivable, net 48,329 45,219
Accrued interest receivable 457 453
Premises and equipment, net 2,650 2,742
Real estate held for sale 29 45
Prepaid income taxes 111 121
Deferred Income Taxes 51 0
Organization expense 59 71
Other assets 120 115
--------- ---------
Total Assets $ 65,777 $ 59,799
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 48,532 $ 43,662
Advances from Federal Home Loan Bank 9,208 7,958
Other borrowings 279 316
Advances from borrowers for taxes and insurance 48 79
Accrued interest payable 196 154
Accrued income taxes 0 0
Deferred income taxes 0 97
Accrued dividends 0 75
Other liabilities 550 366
--------- ---------
Total Liabilities 58,813 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 2,641 2,432
Unrealized gain on securities held
available for sale 26 278
Unearned employee stock ownership plan (279) (316)
Stock held for benefit plan (122) 0
--------- ---------
Total Stockholders' Equity 6,964 7,092
--------- ---------
Total Liabilities and Stockholders' Equity $ 65,777 $ 59,799
========= =========
1
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
--------------------- --------------------
1998 1997 1998 1997
---------- --------- -------- --------
(1000's)
---------------------------------------------
Interest income:
Interest on loans $1,019 $ 835 $2,925 $2,437
Interest and dividends on securities 149 126 432 369
------ ------ ------ ------
Total interest income 1,168 961 3,357 2,806
------ ------ ------ ------
Interest expense:
Interest on deposits 543 467 1,597 1,380
Interest on Federal Home Loan Bank
advances 122 92 368 218
Interest on other borrowings 6 6 19 21
------ ------ ------ ------
Total interest expense 671 565 1,984 1,619
------ ------ ------ ------
Net interest income 497 396 1,373 1,187
Provisions for loan losses 15 22 46 119
------ ------ ------ ------
Net interest income after
provision for loan losses 482 374 1,327 1,068
------ ------ ------ ------
Non-interest income:
Other fees 30 27 113 76
Gain on sale of securities 1 0 424 0
Other 47 13 118 34
------ ------ ------ ------
Total other income 78 40 655 110
------ ------ ------ ------
Non-interest expense:
Compensation and employee benefits 292 252 812 624
Occupancy and equipment 86 69 265 152
Data processing 37 28 102 75
Audit, legal and other professional 34 51 92 125
SAIF deposit insurance 7 5 21 50
SAIF assessment 0 0 0 211
Advertising 14 11 31 29
Other 115 80 249 169
------ ------ ------ ------
585 496 1,572 1,435
------ ------ ------ ------
Income (loss) before income taxes (25) (82) 410 (257)
Provision for (benefit from) income
taxes (27) (29) 126 (86)
------ ------ ------ ------
Net Income (Loss) $ 2 $ (53) $ 284 $ (171)
====== ====== ====== ======
Basic Earnings (Loss) Per Share: 0.00 (0.11) 0.60 (0.37)
Diluted Earnings (Loss) Per Share: $ 0.00 $(0.11) $ 0.59 $(0.37)
====== ====== ====== ======
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 0 284 0 0 0 284
Dividends Paid 0 0 (75) 0 0 0 (75)
Change in unrealized
gain on securities
available for sale 0 0 0 0 (252) 0 (252)
Shares purchased 0 0 0 0 0 (122) (122)
Shares released for
allocation 0 0 0 37 0 0 37
------- ------- -------- -------- -------- ------- -------
Balance at March
31, 1998 $ 5 $ 4,693 $ 2,641 $ (279) $ 26 $ (122) $ 6,964
======= ======= ======== ======== ======== ======= =======
3
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
--------------------- --------------------
1998 1997 1998 1997
---------- --------- -------- --------
(1000's)
---------------------------------------------
Operating activities:
Net income (loss) $ 2 $ (53) $ 284 $ (171)
Adjustments to reconcile net income
to net cash provided by operating
activities
Provision for depreciation and
amortization 46 36 150 69
Provision for loan losses 15 22 46 119
Net amortization and accretion
of securities 20 14 (9) 17
Amortization of organization cost 4 0 12 0
Decrease (increase) in accrued
interest receivable (67) (65) (4) (104)
Decrease (increase) in other assets (6) (4) (5) (39)
Increase (decrease) in accrued
interest payable 12 0 42 38
Increase (decrease) in accrued
income taxes (67) (29) 10 (100)
Increase in deferred income taxes (13) 0 (13) 6
Increase (decrease) in other
liabilities (208) 52 109 (97)
Gain on sale of securities (1) (38) (424) (111)
ESOP benefit expense 10 10 30 30
------- ------- ------- -------
Net cash provided by operating
activities (253) (55) 228 (343)
------- ------- ------- -------
Investing activities:
Proceeds from matured securities
available for sale 700 0 2,618 0
Proceeds from sale of securities
available for sale 251 650 1,692 2,087
Purchase of securities held to
maturity and certificates of
deposit (30) (130) (967) (229)
Purchase of securities available
for sale (570) (926) (2,903) (2,192)
Proceeds from sale of loans 837 489 4,154 1,079
Increase in loans receivable (3,759) (1,882) (7,311) (7,868)
Repayment of mortgage-backed
securities 71 117 463 265
Decrease in other repossessed property 13 4 16 4
Purchase of premises and equipment (13) (483) (58) (1,359)
------- ------- ------- -------
Net cash used in investing
activities (2,500) (2,161) (2,296) (8,213)
------- ------- ------- -------
4
ILLINOIS COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
--------------------- --------------------
1998 1997 1998 1997
---------- --------- -------- --------
(1000's)
---------------------------------------------
Financing activities:
Net (decrease) increase in deposits $ 4,147 $ 2,319 $ 4,870 $ 5,930
Advances from Federal Home Loan Bank 0 250 1,250 4,400
Decrease in advances from borrowers
for taxes and insurance 17 21 (31) (32)
Repayment Employee Stock Ownership
Plan loan (10) (20) (30) (40)
Dividends paid 0 (75) (75) (75)
MRP Plan stock 47 0 (122) 0
------- ------- ------- -------
Net cash provided by (used in)
financing activities 4,201 2,495 5,862 10,183
------- ------- ------- -------
Increase (decrease) in cash and
cash equivalents 1,448 279 3,794 1,627
Cash and cash equivalents at beginning
of period 4,821 1,755 2,475 407
------- ------- ------- -------
Cash and cash equivalents at end of
period $ 6,269 $ 2,034 $ 6,269 $ 2,034
======= ======= ======= =======
Supplemental Disclosures:
Additional Cash Flows Information:
Cash paid for:
Interest on deposits, advances and
other borrowings $ 660 $ 592 $ 1,943 $ 1,608
Income Taxes:
Federal $ (117) $ 0 $ (45) $ 0
State $ 0 $ 0 $ 5 $ 0
Unrealized gain on securities available
for sale $ 1 $ (7) $ 387 $ 89
Deferred taxes on unrealized gain on
securities available for sale $ 0 $ (2) $ 135 $ 32
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 Community
Bancorp, Inc., 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 March 31, 1998, and the results of its operations and
cash flows for the three and nine months ended March 31, 1998
and 1997. Operating results for the three and nine months ended
March 31, 1998 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 March 31, 1998, 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.
(5) Earnings Per Share
------------------
Only ESOP shares that are allocated or committed to be released
are considered outstanding for earnings per share calculations.
Basic earnings per share have been calculated based on 473,689,
and 472,271, 469,069, and 467,951 shares for the three and nine
months ended March 31, 1998 and 1997, respectively. Diluted
earnings per share, assuming the exercise of stock options, have
been calculated based on 483,248, 478,455, 469,069, and 467,951
shares for the three and nine months ended March 31, 1998 and
1997. During the periods ended in 1997, the grant price
exceeded or was equal to fair market value of the stock.
6
ILLINOIS COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 10,000, 30,000, 10,000, and 30,000 for
the three and nine months ended March 31, 1998 and 1997,
respectively.
The ESOP shares at March 31, 1998 were as follows:
Allocated shares 8,643
Shares released for allocation 3,642
Unallocated shares 27,919
--------
Total ESOP shares 40,204
========
Fair value of unallocated shares $432,745
========
(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 and 100 shares
on February 24, 1998, for $2,000. These shares will be used to
fund the MRP. Compensation expense related to the MRP was
$12,000, $36,000, $12,000 and $24,000 for the three and nine
months ended March 31, 1998 and 1997, respectively.
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
$5.3 million or 59.8% from $8.8 million at March 31, 1997, to
$14.1 million at March 31, 1998. 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
YEAR 2000 CONSIDERATIONS
Illinois Community Bank has actively addressed the Y2000 issue
since July 1997. With an active steering committee supervised
by senior management, the Board of directors has received
monthly executive progress reports and an opportunity to review
many of the circulars issued by different regulatory agencies.
Illinois Community Bank's Y2000 plan was developed utilizing
guidelines outlined in the Federal Financial Institutions
Examination Council's "The Effect of Year 2000 on Computer
Systems". Final testing is scheduled for completion by December
31, 1998. Y2000 issue contingency plans have been approved by
the Board of Directors.
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 scheduled
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 March 31, 1998, purchases of
investment securities totaled $600,000 while loan originations
totaled $6.1 million. These investments were funded primarily
from loan and mortgage-backed security repayments, sales of
loans without recourse to FHLMC of $837,000, and investment
security maturities and sales of $951,000.
At March 31, 1998, the Bank had $2.2 million in outstanding
commitments to originate loans and $3.4 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 $18.5 million at March 31,
1998. 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 March 31, 1998, the Bank had
$18.2 million, or 37.6% of total loans, of adjustable or fixed
rate loans either repricing or maturing in one year or less. In
addition, the Bank had $256,000 in adjustable rate mortgage-
backed securities at March 31, 1998.
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 March 31, 1998, the Bank had $4.1 million of investment
securities including mortgage-backed securities and interest-
bearing deposits maturing within one year and $4.4 million
maturing within one to five years. At March 31, 1998, the Bank
also had $3.2 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 March 31, 1998, the Bank was in compliance with all of
the aforementioned capital requirements as summarized below:
March 31,
1998
------------
(1,000's)
------------
Tier I Capital:
Common stockholders' equity $ 6,349
Unrealized holding loss (gain) on
securities available for sale (26)
Total Tier I capital $ 6,323
Tier II Capital:
Total Tier I capital $ 6,323
Qualifying allowance for loan losses 346
Total capital $ 6,669
Risk-weighted assets $45,254
Quarter average assets $62,841
Requirements to
For Capital be classified as
Actual Adequacy Purposes "Well Capitalized"
--------------- ----------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------- ----- ------- -----
As of March 31, 1998:
Total Risk-Based Capital
(to Risk-Weighted Assets) $6,669 14.74% $3,620 8.00% $4,525 10.00%
Tier I Capital
(to Risk-Weighted Assets) 6,323 13.97% 1,810 4.00% 2,715 6.00%
Tier I Capital
(to Average Assets) 6,323 10.06% 2,514 4.00% 3,142 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 $6.0 million or 10.0%, from
$59.8 million at June 30, 1997, to $65.8 million at March 31,
1998. The Bank continues to experience loan growth. Loan
receivables increased by $3.1 million or 6.9%, from $45.2
million at June 30, 1997, to 48.3 million at March 31, 1998.
Deposits increased $4.8 million, or 11.2%, from $43.7 million at
June 30, 1997, to $48.5 million at March 31, 1998. 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 nine 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 March 31,
1998.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1998
Net income for the three months ended March 31, 1998 was $2,000
compared to ($53,000) for the three months ended March 31, 1997.
The increase in net income was primarily from an increase in net
interest income of $101,000 and non-interest income of $38,000,
which was partially offset by increase in non-interest expense
of $89,000.
Net interest income increased by $101,000 or 25.5%, to $497,000
for the three months ended March 31, 1998 from $396,000 for the
same period in 1997. 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
resulting in an increase in the interest rate spread of .13% or
from 2.61% to 2.74% and interest earning assets increasing by
more than $2.4 million compared to interest bearing liabilities.
Interest income increased by $207,000 from $1.0 million to $1.2
million or by 21.5%, during the 1998 period compared to the 1997
period. This increase is attributed to growth in interest
earning assets from $51.1 million at March 31, 1997 to $59.7
million at March 31, 1998, 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 7.67% for the three months ended March 31,
1997, to 7.79% for the three months ended March 31, 1998.
Interest expense increased $106,000 or 18.8% to $671,000 for the
three months ended March 31, 1998 from $565,000 for the same
period in 1997. This increase was primarily from growth in
interest bearing liabilities from $46.6 million at March 31,
1997 to $55.9 million at March 31, 1998. Rates paid on interest
bearing liabilities was 5.05% for the three months ended March
31, 1998 compared to 5.06% for the same period in 1997.
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 March 31, 1998 and 1997, the Bank's provision for
loan losses was $15,000 and $22,000, respectively.
The allowance for loan losses was $351,000 or .73% of loans
receivable at March 31, 1998, 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 .50% as of March 31, 1998. 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 $78,000 for the three months ended March
31, 1998 compared to $40,000 for the three months ended March
31, 1997. This increase was primarily from the trust department
activity which began operations in April of 1997 and contributed
income of $30,000 during this period.
12
ILLINOIS COMMUNITY BANCORP, INC
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Noninterest expense increased from $496,000 for the three months
ended March 31, 1997 to $585,000 for the three months ended
March 31, 1998. This increase of $89,000, or 17.9%, resulted
from the staffing and occupancy of our new facility, positive
changes to corporate structure, addition of expertise at the
management level and increase in overall assets of the Company.
The Bank's effective tax rate for the three months ended March
31, 1998 and 1997 was approximately (108%) and (35.4%)
respectively. The effective tax benefit for three months ended
March 31, 1998 was $27,000, and includes federal housing tax
credits generated from a limited partnership investment. These
tax credits reduce federal income tax and can be carried back to
prior years.
NONPERFORMING ASSETS
At March 31, 1998, the Bank had $270,000 in nonperforming assets
which consisted of 11 borrowers, of which the highest amount
outstanding was for $98,000 consisting of four loans, and real
estate acquired through foreclosure in the amount of $29,000.
On March 31, 1997, the Bank had $120,000 in nonperforming assets
which included real estate acquired through foreclosure of
$45,000.
RESULTS OF OPERATIONS -NINE MONTHS ENDED MARCH 31, 1998 AND 1997
Net income for the nine months ended March 31, 1998 was $284,000
compared to ($171,000) for the nine months ended March 31, 1997.
This increase included gain on sale of securities of $424,000,
increase in other noninterest income of $121,000, and an
increase in net interest income after provisions for loan losses
of $259,000, offset by an increase in non-interest expense of
$137,000 and provision for income taxes of $212,000.
Net interest income increased $186,000 or 15.7% to $1.4 million
for the nine months ended March 31, 1998 from $1.2 million for
the same period in 1997. The increase was due to a more
significant increase in the amount of interest-earning assets as
compared to the increase in the amount of interest-bearing
liabilities of 3.6 million, and partially offset by decrease in
the interest rate spread of .29% from 3.07% for the March 31,
1997 three month period to 2.78% for the 1998 three month
period.
Interest income increased by $551,000 from $2.8 million to $3.4
million or by 19.6%, during the 1998 period compared to the 1997
period. This increase is attributed to growth in interest
earning assets from $51.1 million at March 31, 1997 to $59.7
million at March 31, 1998, 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 7.81% for the nine months ended March 31,
1997 to 7.97% for the nine months ended March 31, 1998.
Interest expense increased $365,000 or 22.5%, to $2.0 million
for the nine months ended March 31, 1998 from $1.6 million for
the same period in 1997. This increase was primarily from
growth in interest bearing liabilities from $46.6 million at
March 31, 1997 to $55.9 million at March 31, 1998. Rates paid
on interest bearing liabilities was 5.19% for the nine months
ended March 31, 1998 compared to 4.74% for the same period in
1997.
Noninterest income increased $545,000 from $110,000 for the nine
months ended March 31, 1997 to $655,000 for the nine months
ended March 31, 1998. This increase was the result of increased
fees of $70,000, from the trust department, which stated
operations in April of 1997, other fees and charges of $51,000,
and gain on sales of FHLMC stock of $424,000 in 1998.
13
ILLINOIS COMMUNITY BANCORP, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Noninterest expense increased $137,000, or 9.5%, from $1.4
million for the nine months ended March 31, 1997 to $1.6 million
for the nine months ended March 31, 1998. This increase
resulted from an increase of $188,000 in compensation and
employee benefits, $113,000 in occupancy and equipment, and
$80,000 in other expense which was primarily the result of the
new facility and expanded management team. This increase was
partially offset by a $240,000 decrease in SAIF insurance
premiums including the one time assessment of $211,000 in prior
period.
The Bank's effective tax rate for the nine months ended March
31, 1998 and 1997 was approximately 30.7% and 33.5%
respectively. The effective tax rate decreased from the federal
tax credits generated in the current period from the investment
in a limited partnership. Income tax increased by $212,000
primarily from an increase in income before income taxes of
$667,000.
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 27.1 - Financial Data Schedule
Exhibit 27.2 - Restated 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: May 1, 1998 /s/ Douglas A. Pike
----------------------------
Douglas A. Pike
President and Chief Executive
Officer
Date: May 1, 1998 /s/ Ronald R. Schettler
----------------------------
Ronald R. Schettler
Senior Vice President and Chief
Financial Officer