FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1997
[ ] Transition Report Pursuant to Section 13 or
15 (d) of the Securities Exchange Act of 1934
For the Transition Period From ______ to _______
Commission file number 0-20886
OHSL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1362390
(State of Incorporation) (I.R.S. Employer Identification No.)
5889 Bridgetown Road, Cincinnati, Ohio
(Address of principal executive office)
45248
(Zip Code)
(513) 574-3322
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS SHARES OUTSTANDING AT SEPTEMBER 30, 1997
common stock, $.01 par value 1,196,017
FORM 10-QSB
INDEX
Part I. Financial Information: Page
Item 1. Financial Statements
Consolidated Statements of Financial Condition 3-4
Consolidated Statements of Income 5-6
Consolidated Statements of Changes in
Stockholders' Equity 7
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-14
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 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
September 30, December 31,
1997 1996
ASSETS
Cash and due from banks $ 2,192 $ 4,680
Short-term investments 8,397 3,693
--------- ---------
Cash and cash equivalents 10,589 8,373
Interest-bearing balances with
financial institutions 100 100
Held-to-maturity securities (market
value of $35,633 and $28,953) 35,592 29,162
Available-for-sale securities 11,101 13,969
Loans held for sale 2,009 436
Loans receivable-net 169,080 158,021
Office properties and equipment-net 2,239 2,398
Federal Home Loan Bank stock, at cost 1,601 1,518
Accrued interest receivable 1,522 1,371
Other assets 767 320
--------- ---------
Total Assets $ 234,600 $ 215,668
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 181,319 $ 169,486
Advances from Federal Home Loan Bank 25,749 19,116
Accrued interest payable 309 215
Advances from borrowers for taxes
and insurance 476 690
Other liabilities 1,128 965
--------- ---------
Total Liabilities $ 208,981 $ 190,472
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
(Dollars in thousands except per share data)
September 30, December 31,
1997 1996
STOCKHOLDERS' EQUITY
Common stock, $ .01 par value, 3,500,000
shares authorized, 1,414,541 shares
issued at September 30, 1997 and 1,401,611
shares issued at December 31, 1996 $ 14 $ 14
Additional paid-in capital 13,913 13,652
Retained earnings 15,588 14,839
Unamortized cost of bank incentive plan (4) (15)
Unearned shares held by employee
stock ownership plan (400) (475)
Treasury stock (178,970 and 147,351
shares at cost) (3,473) (2,751)
Net unrealized gain/(loss) on
available-for-sale securities (19) (68)
--------- -----------
Total Stockholders' Equity 25,619 25,196
--------- -----------
Total Liabilities and
Stockholders' Equity $ 234,600 $ 215,668
========= ===========
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
Three months ended Sept. 30, Nine months ended Sept 30,
1997 1996 1997 1996
INTEREST INCOME
Loans, including related fees $ 3,554 $ 3,263 $ 10,389 $ 9,450
Short-term money market investments 112 46 200 228
Interest-bearing balances with
financial institutions 1 1 4 15
Mortgage-backed investments 457 352 1,327 1,125
Other investments 382 447 1,245 1,206
-------- ------- ------- -------
Total Interest Income 4,506 4,109 13,165 12,024
INTEREST EXPENSE
Deposits 2,306 2,097 6,615 6,112
Federal Home Loan Bank advances 413 310 1,126 764
-------- ------- ------- -------
Total Interest Expense 2,719 2,407 7,741 6,876
-------- ------- ------- -------
NET INTEREST INCOME 1,787 1,702 5,424 5,148
Less provision for loan losses 10 (2) 32 2
-------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,777 1,704 5,392 5,146
NONINTEREST INCOME
Service charges and fees 62 59 168 170
Net gain on loans
originated for sale 16 25 47 13
Commission income 3 2 27 9
Other income 14 11 38 59
-------- ------ ------- ------
95 97 280 251
NONINTEREST EXPENSE
Salaries and employee benefits 579 579 1,724 1,668
Occupancy and equipment expense-net 165 154 504 396
Computer service expense 36 117 107 280
Deposit insurance assessment 27 1,020 82 1,199
Franchise taxes 84 82 251 249
Other operating expenses 226 153 663 477
------- ------ ------ -----
1,117 2,105 3,331 4,269
------- ------ ------ -----
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(Dollars in thousands except per share data)
Three months
ended Sept. 30, Nine months
ended Sept. 30,
1997 1996 1997 1996
INCOME BEFORE TAXES $ 755 $ (304) $ 2,341 $ 1,128
Income tax provision 254 (102) 799 397
-------- --------- -------- --------
NET INCOME(LOSS) $ 501 $ (202) $ 1,542 $ 731
======== ========= ======== ========
EARNINGS/LOSS PER SHARE (Note 3) $ 0.41 $ (0.16) $ 1.24 $ 0.58
-------- --------- -------- --------
DIVIDENDS PER SHARE $ 0.22 $ 0.19 $ 0.66 $ 0.57
======== ========= ======== ========
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
Nine months ended Sept. 30,
1997 1996
Balance at January 1 $ 25,196 $ 25,454
Net income 1,542 731
Amortization of cost of bank incentive plan 11 23
Purchase of treasury stock (722) (431)
Stock options exercised 130 100
Dividends on common stock (793) (694)
ESOP shares earned during the period 206 183
Change in net unrealized gain/(loss) on
available-for-sale securities 49 (199)
-------- --------
Balance at September 30 $ 25,619 $ 25,167
======== ========
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Nine months ended September 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,542 $ 731
Adjustments to reconcile net income to net
cash from operating activities (532) 302
-------- --------
Net cash from operating activities 1,010 1033
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing balances
with financial institutions 0 500
Purchase of held-to-maturity securities (16,984) (12,699)
Purchase of available-for-sale securities 0 (3,770)
Principal payments on held-to-maturity securities 1,553 620
Principal payments on available-for-sale securities 1,120 1,002
Proceeds from maturity of held-to-maturity securities 9,000 7,070
Proceeds from sales of available-for-sale securities 1,814 1,994
Loans made to customers net of payments received (12,068) (11,984)
Purchase of property and equipment (96) (1,045)
--------- --------
Net cash from investing activities (15,661) (18,312)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 11,833 9,907
Payments on advances from Federal Home Loan Bank (11,867) (18,596)
Proceeds from Federal Home Loan Bank advances 18,500 21,500
Net change in advances from borrowers
for taxes and insurance (214) (130)
Cash dividends (793) (694)
Purchase of treasury stock (722) (431)
Stock options exercised 130 100
-------- ---------
Net cash from financing activities 16,867 11,656
Net change in cash and cash equivalents 2,216 (5,623)
Cash and cash equivalents at beginning of period 8,373 14,318
-------- -------
Cash and cash equivalents at end of period $ 10,589 $8,695
======== =======
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements were prepared
in accordance with Instructions for Form 10-QSB and, therefore,
do not include information or footnotes necessary for a complete
presentation of financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles. These interim financial statements were prepared
in a manner consistent with the annual financial statements
and include all adjustments (consisting of only normal recurring
accruals) which, in the opinion of management, are necessary
for a fair presentation of the financial statements.
2. Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of OHSL Financial Corp. ("OHSL" or "the Corporation"), Oak
Hills Savings and Loan Company, F.A. ("Oak Hills" or "the Company"),
and its subsidiary, CFSC, Inc.
3. Earnings Per Share
Primary and fully diluted earnings per share are based on the
weighted average number of shares of common stock outstanding
during the period, adjusted for the effect of common stock
equivalents. The stock options outstanding are considered common
stock equivalents. Weighted average shares outstanding are
increased by the number of shares issuable under the options,
assuming full exercise, and reduced by the number of shares that
could, hypothetically, be reacquired using the proceeds from the
exercise of those options. The weighted average number of shares
outstanding for the three month periods ended September 30, 1997
and 1996 were 1,194,990 and 1,218,979, respectively. The weighted
average number of shares outstanding for the nine month periods
ended September 30, 1997 and 1996 were 1,199,131 and 1,221,376,
respectively. The following table presents the number of shares
used to compute earnings per share for the periods indicated:
Fully
Primary Diluted
Three months ended September 30, 1997 1,234,385 1,235,439
Three months ended September 30, 1996 1,259,265 1,259,265
Nine months ended September 30, 1997 1,239,482 1,241,753
Nine months ended September 30, 1996 1,263,748 1,263,748
The Corporation's earnings(loss) per share are presented below:
Fully
Primary Diluted
Three months ended September 30, 1997 $ 0.41 $ 0.41
Three months ended September 30, 1996 $ (0.16) $ (0.16)
Nine months ended September 30, 1997 $ 1.24 $ 1.24
Nine months ended September 30, 1996 $ 0.58 $ 0.58
4. Accounting Changes
Effective January 1, 1996, OHSL adopted Financial Accounting
Standard No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." Management
does not believe OHSL has any material assets subject to this new
Standard.
Effective January 1, 1996, OHSL adopted Financial Accounting
Standard No. 122, "Accounting for Mortgage Servicing Rights."
This Standard requires the basis of mortgage loans originated and
sold, with servicing retained, to be allocated between the mortgage
loan and the mortgage servicing right, based upon the relative
fair value of such assets. The effect of this Standard will be to
increase the gain, or reduce the loss, recognized upon the sale of
a mortgage loan and will reduce future servicing fee income. The
effect of adopting this new Standard was not significant.
In 1996, the Financial Accounting Standards Board (FASB) issued FAS
125-"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." This Standard revises the
accounting for transfers of financial assets, such as loans and
securities, and provides guidance on distinguishing between sales
and secured borrowings. It affects certain transactions beginning
in 1997 and others in 1998. Management does not expect this
standard to have a significant effect on OHSL's financial
condition or results of operations.
PART I: FINANCIAL INFORMATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OHSL FINANCIAL CORP.
SEPTEMBER 30, 1997
FINANCIAL CONDITION:
Total assets increased from $215.7 million at December 31, 1996 to
$234.6 million at September 30, 1997, an increase of $18.9 million
or 8.8%. During the first nine months of 1997, cash and cash
equivalents increased by $2.2 million, loans receivable (including
loans held for sale) increased by $12.6 million and
held-to-maturity securities increased by $6.4 million. These
changes were funded primarily by an $11.8 million increase in
deposit accounts, a $6.6 million increase in advances from the
Federal Home Loan Bank, and a reduction in available-for-sale
securities of $2.9 million.
The above changes are largely the result of growth initiatives
adopted by the Company, wherein the Company seeks to increase
its deposit base through a combination of new products and rate
incentives to customers, as well as somewhat more aggressive lending
and investment strategy.
Loans receivable, as noted above, increased $12.6 million in the
first nine months of 1997. Due to the relatively low interest
rate environment which existed throughout this period in 1997,
strong mortgage loan originations have been experienced by the
Company. The training of branch personnel in the loan origination
process has also contributed to higher loan origination volumes in
1997.
Held-to-maturity securities increased by $6.4 million during the
first nine months of 1997. During this time period, OHSL
purchased $17.0 million of held-to-maturity securities. These
investments, which consist of $6.8 million of U.S. Agency
obligations, a $5.0 million U.S. Agency mortgage-backed
security and a $5.2 million U.S. Agency collateralized
mortgage obligation, were generally acquired to take advantage of
a positive interest rate spread over the related borrowing cost or
to meet liquidity requirements. The increases noted above in both
deposit accounts and Federal Home Loan Bank borrowings were a
direct result of these investment activities.
The stockholders' equity of OHSL increased by $423,000 during the
first nine months of 1997. The major components of this increase
are the Corporation's net income of $1,542,000 and the exercise
of stock options during the period by the Corporation's
directors, officers and employees of $130,000. These increases
were somewhat offset by the purchase of treasury shares under a
stock repurchase program of $722,000 and by dividends declared on
the Corporation's common stock of $793,000. Stockholders'
equity therefore increased to $25.6 million at September 30,
1997.
RESULTS OF OPERATIONS:
Net income for the nine months ended September 30, 1997 was
$1,542,000, an increase of $811,000 or 110.9% over the net income
for the nine months ended September 30, 1996. This represents
earnings per share (fully diluted) of $1.24 versus $0.58 for the
same period in 1996. This increase is largely due to the absence
of the special assessment to recapitalize the Savings Association
Insurance Fund ("SAIF") which was recorded during the quarter ended
Spetember 30, 1996.
Total interest income for the nine months ended September 30, 1997
was $13,165,000, compared to $12,024,000 for the same period in
1996. This increase ($1,141,000 or 9.5%) is generally the result
of larger loan and investment balances carried during the first
nine months of 1997.
Total interest expense for the nine months ended September 30, 1997
was $7,741,000, compared to $6,876,000 for the same period in
1996. This increase ($865,000 or 12.6%) is generally
attributable to the higher levels of deposits and borrowings
carried during the first nine months of 1997, as OHSL strives to
increase its market share of lending and deposit products and to
take advantage of spread opportunities as described above.
While both interest income and interest expense increased during the
first nine months of 1997, net interest income for the nine months
ended September 30, 1997 totaled $5,424,000, an increase of $276,000
or 5.4% over the same period in 1996.
The Corporation's provision for loan losses totaled $32,000 for the
nine months ended September 30, 1997, compared to $2,000 for the
same period in 1996. While the credit quality of the Company's
loan portfolio continues to be considered excellent by management,
the present growth of the loan portfolio and the desire of the
Company to modestly increase its originations of multi-family,
non-residential and consumer loans necessitates an increase in the
provision for loan losses.
Noninterest income for the nine months ended September 30, 1997
was $280,000, compared to $251,000 for the same period in 1996.
This increase ($29,000 or 11.6%) is largely attributable to a net
gain of $47,000 realized during the first nine months of 1997 on
loans originated for sale, compared to a net gain of $13,000
on such loans during the same period in 1996. Additionally,
the Company generated higher levels of commission income from
its subsidiary, CFSC, Inc., during the nine months ended September
30, 1997 when compared to the same period in 1996. CFSC markets
mutual fund and annuity products to the customers of the Company
and to other area residents. Presently, the Company has
terminated its relationship with its mutual fund / annuity
provider. Management believes that a new provider will be selected
during the fourth quarter of 1997 and that the revenue stream
from this activity will again be realized shortly thereafter.
Noninterest expense for the nine months ended September 30, 1997
was $3,331,000, compared to $4,269,000 for the same period in
1996. This decrease ($938,000 or 22.0%) is largely
attributable to a decrease in the Company's deposit insurance
assessment which is assessed by the Federal Deposit Insurance
Corporation ("FDIC"). This decrease totaled $1,117.000 for the
nine months ended September 30, 1997. A decrease in computer
service expense of $173,000 was also realized during this time
period when compared to 1996. These cost reductions were
somewhat offset by increases in salaries and benefits expense
of $56,000, occupancy and
equipment expense of $108,000, and other operating expenses of
$186,000.
The increase in salaries and employee benefits expense is primarily
the result of the hiring of personnel in 1997 to fill positions
which were vacant in the same period of 1996, as well as staffing
needs for the data processing area, as discussed more fully below.
Merit increases to the Company's staff also contributed to the
increase in this area. Occupancy and equipment expense
increased primarily as the result of the Company's decision to
handle its data processing operations internally. During 1996,
the Company utilized the services of an outside data processing
vendor. This change involves additional expenses in the areas of
salaries and benefits expense, maintenance contracts and
depreciation expense on equipment purchased as a result of this
change. The Company does, however, realize a substantial cost
savings in the area of computer expense, as fees to outside vendors
have been significantly reduced.
The Company's deposits are insured by the SAIF, which is
administered by the FDIC . As the result of legislation passed
in 1996, the Company paid a one-time charge of approximately
$900,000. The assessment rate paid by the Company in 1997 was
reduced to approximately $0.065 per $100 of deposits, compared
to $0.23 per $100 of deposits in 1996. Accordingly, the
Company's expense in this area has declined substantially throughout
1997 when compared to 1996.
Other operating expenses increased over 1996 amounts largely due to
additional costs incurred as part of the Company's data processing
conversion and to increases in consulting fees, telephone expense,
loan expenses and other miscellaneous expenses.
The income tax provision for the nine months ended September 30,
1997 was $799,000, compared to $397,000 for the same period in
1996. This increase ($402,000 or 101.3%) is attributable to the
substantially higher level of pre-tax earnings generated in the
first nine months of 1997 when compared to the same period in 1996.
Liquidity:
In general terms, liquidity is a measurement of the cash, cash
equivalents and other items which are convertible into cash in the
event that funds are needed in order to provide for future
operations. The primary sources of liquidity are cash, short-term
investments (such as Federal Funds and funds in eligible
"Overnight" type accounts), and qualifying securities which mature
within defined periods, such as one-year maturity and five-year
maturity obligations. Federal regulations require the
Corporation's subsidiary, Oak Hills Savings and Loan Company, F.A.,
to maintain certain minimum levels of liquid assets. Generally,
current federal regulations require the liquid assets (as defined)
of the Company to be 5.0% of the Company's total assets (also as
defined). At September 30, 1997, the Company's liquid assets
totaled $9.4 million or 7.7%.
The factors which are expected to have a continuing impact on the
level of Oak Hills' liquidity are as follows: (1) loan demand; (2)
net deposit flows in subsequent periods; (3) corporate needs for
cash in order to fund ongoing operations; (4) other cash needs as
they may arise.
Based upon its projections, management anticipates that
liquidity will remain at or near current levels for the near
future. Oak Hills does have the ability to raise cash through
borrowing arrangements with the Federal Home Loan Bank of
Cincinnati, through the purchase of Federal funds and through
other borrowing sources. In addition, the parent company (OHSL
Financial Corp.) could also be a source of liquidity by lending
funds to Oak Hills, by guaranteeing the credit of Oak Hills
or through other arrangements. Management is of the opinion
that current liquidity levels are adequate.
Capital Resources:
OHSL's equity capital totaled $25.6 million at September 30, 1997,
an increase of $423,000 from December 31, 1996. As discussed
more fully in the Financial Condition section, the major
components of this increase include the net income for the first
nine months of 1997 and the exercise of stock options, which were
partially offset by the purchase of treasury stock and by dividends
declared on the common stock.
Federal regulations require savings associations to maintain
certain minimum levels of regulatory capital. Regulations
currently require tangible capital, as defined by regulation,
divided by total assets (also as defined) to be at least 1.5%.
The regulations also require core capital, as defined by
regulation, divided by total assets (also as defined) to be at least
4.0%. Finally, the regulations require risk-based capital (as
defined) divided by total assets (as defined) to be at least 8.0%.
Oak Hills' compliance with these requirements at September 30,
1997 is summarized below:
Amount Percent (%) of
(000) Applicable Assets
Tangible capital $21,129 9.17 %
Requirement 3,456 1.50 %
------ ------
Excess $17,673 7.67 %
====== =====
Core capital $21,129 9.17 %
Requirement 9,216 4.00 %
------- ------
Excess $11,913 5.17 %
======= ======
Risk-based capital $21,647 17.42 %
Requirement 9,940 8.00 %
------- ------
Excess $11,707 9.42 %
======= ======
At September 30, 1997, the book value per share of OHSL common
stock was $21.42 based upon 1,196,017 outstanding shares.
PART II: OTHER INFORMATION
OHSL FINANCIAL CORP.
SEPTEMBER 30, 1997
Item 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
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
On August 13, 1997, the Registrant filed a Form 8-K to report the
issuance of a press release announcing earnings for the six months
ended June 30, 1997.
On September 8, 1997,the Registrant filed a Form 8-K to report the
issuance of a press release announcing the payment of a cash
dividend.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
OHSL Financial Corp.
Date: October 31, 1997 By: /s/ Kenneth L. Hanauer
Kenneth L. Hanauer
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 31, 1997 By: /s/ Patrick J. Condren
Patrick J. Condren
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)