SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 1996 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 number: 0-25910
LOGANSPORT FINANCIAL CORP.
(Exact name of registrant specified in its charter)
Indiana 35-1945736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
723 East Broadway
P.O. Box 569
Logansport, Indiana 46947
(Address of principal executive offices
including Zip Code)
(219) 722-3855
(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 (or for such shorter period that the Registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of the Registrant's common stock, without par value, as of
August 1, 1996 was 1,322,500.
Logansport Financial Corp.
Form 10-Q
Index
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Condensed Statement of Financial
Condition as of June
30, 1996 and December 31, 1995 (Unaudited)
Consolidated Condensed Statement of Income
for the three and six
months ended June 30, 1996
and 1995 (Unaudited )
Consolidated Condensed Statement of Changes
in Shareholders' Equity
for the six months ended June 30, 1996
and 1995 (Unaudited)
Consolidated Condensed Statement of Cash
Flows for the six months
ended June 30, 1996 and 1995 (Unaudited)
Notes to Consolidated Financial
Statements 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other information 14
Item 6. Exhibits and Reports of Form 8-K 14
SIGNATURES
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LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Financial Condition
(Unaudited)
June 30, December 31,
1996 1995
------------ ------------
Assets
Cash $ 786,247 $ 1,267,791
Short-term interest bearing deposits 2,460,751 1,974,788
---------- -----------
Total cash and cash equivalents 3,246,998 3,242,579
Interest bearing deposits 100,000 100,000
Securities available for sale 18,383,164 18,753,096
Loans 52,942,408 49,930,050
Allowance for loan losses (229,970) (222,700)
----------- ----------
Net loans 52,712,438 49,707,350
Premises and equipment 477,943 432,176
Federal Home Loan Bank stock, at cost 386,500 348,200
Cash value of life insurance 1,023,686 1,005,686
Other assets 864,667 1,058,221
----------- -----------
Total assets $ 77,195,396 $ 74,647,308
=========== ===========
Liabilities
Deposits $ 54,771,955 $ 52,460,980
Federal Home Loan Bank advances 2,000,000 1,000,000
Dividends payable 132,250 132,250
Other liabilities 470,124 599,808
----------- -----------
Total liabilities 57,374,329 54,193,038
----------- -----------
Shareholders' Equity
Common stock 12,670,006 12,670,006
Retained earnings-substantially restricted 8,066,295 7,774,213
Unearned compensation (583,839)
Net unrealized gain (loss) on securities
available for sale, net of tax (331,395) 10,051
----------- ------------
Total shareholders' equity 19,821,067 20,454,270
----------- -----------
Total liabilities and shareholders' equity $ 77,195,396 $ 74,647,308
============ ============
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LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Income
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- -----------------------------
1996 1995 1996 1995
---- ---- ---- ----
Interest Income
Loan $1,076,749 $891,996 $2,108,294 $1,749,343
Investment Securities
Taxable 252,752 143,709 488,499 287,814
Tax-exempt 31,680 28,489 62,534 56,082
Other interest and
dividend income 42,130 67,727 82,687 90,005
----------- ---------- ----------- -----------
Total interest income 1,403,311 1,131,921 2,742,014 2,183,244
---------- --------- ---------- ----------
Interest Expense
Deposits 638,729 618,678 1,265,661 1,189,474
Federal Home Loan Bank
advances 14,985 16,071 28,799 31,728
----------- ----------- ----------- -----------
Total interest expense 653,714 634,749 1,294,460 1,221,202
----------- ---------- ---------- ----------
Net Interest Income 749,597 497,172 1,447,554 962,042
Provision for losses on loan 3,000 3,000 6,000 6,000
------------ ------------ ----------- ------------
Net Interest Income After Provision
for Losses on Loans 746,597 494,172 1,441,554 956,042
----------- ---------- ---------- -----------
Other Income
Service charges on deposit 15,748 10,853 29,086 18,998
accounts
Net realized gains (loss )on
security sales (3,364) 7,876 1,741
Recoveries on previously
written-off securities 17,291 1,297 17,291 23,779
Other income 11,463 7,854 22,710 17,650
------------ ----------- ---------- ------------
Total other income 41,138 20,004 76,963 62,168
------------ ----------- ---------- ------------
Other Expenses
Salaries and employee benefits 164,813 117,672 305,557 232,219
Net occupancy expenses 8,722 8,374 20,070 16,514
Equipment expenses 9,311 12,235 20,385 22,764
Deposit insurance expense 29,877 28,975 59,598 57,951
Computer processing fees 20,439 19,765 44,014 41,004
Other expenses 101,566 60,362 182,340 112,924
----------- ----------- ---------- -----------
Total other expense 334,728 247,383 631,964 483,376
----------- ----------- ---------- -----------
Income Before Income Tax 453,007 266,793 886,553 534,834
Income tax expense 170,314 102,114 329,971 191,601
----------- ----------- ----------- ------------
Net Income $282,693 $164,679 $556,582 $343,233
=========== =========== =========== ===========
Net Income per share $.21 $.42
=========== ===========
Weighted average shares outstanding 1,322,500 1,322,500
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LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Shareholders' Equity
(Unaudited)
Six Months Ended
June 30,
-------------------------------
1996 1995
------------ ------------
Beginning balance $ 20,454,270 $ 6,833,494
Net proceeds in conversion and sale of stock 12,747,417
Contribution for unearned compensation (614,567)
Amortization of unearned compensation expense 30,728
Dividends (264,500)
Net change in unrealized gain (loss)
on securities available for sale (341,446) 67,373
Net income 556,582 343,233
------------ ------------
Ending balance $ 19,821,067 $ 19,991,517
============ ============
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LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
--------------------------
1996 1995
------------ ----------
Operating Activities
Net income $ 556,582 $ 343,233
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for loan losses 6,000 6,000
Investment securities gains (7,876) (1,741)
Premium and discount amortization, net 14,260 (3,455)
Amortization of unearned compensation 30,728
Depreciation 18,417 22,004
Change in
Other assets 399,510 (2,696)
Other liabilities (129,684) 64,015
----------- -----------
Net cash provided by operating activities 887,937 427,360
----------- -----------
Investing Activities
Purchase of securities available for sale (6,842,172) (4,743,085)
Proceeds from available for sale maturities 750,000 92,020
Proceeds from available for sale sales 3,964,115 99,566
Proceeds from held to maturity maturities 250,000
Payments on mortgage and asset-backed
securities 1,926,203 419,490
Purchase of Federal Home Loan Bank Stock (38,300) (40,900)
Net changes in loans (3,011,088) (4,409,226)
Purchase of premises and equipment (64,184) (3,858)
----------- -----------
Net cash used by investing activities (3,315,426) (8,335,993)
----------- -----------
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LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
-----------------------------
1996 1995
----------- ------------
Financing Activities
Sale of common stock, net of costs 12,747,417
Net change in
Noninterest-bearing deposits, NOW,
passbook, and money market savings 1,309,278 194,646
Certificates of deposit 1,001,697 (471,645)
Payment of Federal Home Loan Bank Advances (1,000,000)
Proceeds from Federal Home Loan Bank
Advances 1,000,000
Contribution for unearned compensation (614,567)
Payment of dividends (264,500)
----------
Net cash provided by financing
activities 2,431,908 11,470,418
---------- -----------
Net Change in Cash and Cash Equivalents 4,419 3,561,785
Cash and Cash Equivalents, Beginning of Period 3,242,579 1,644,880
----------- -----------
Cash and Cash Equivalents, End of Period $ 3,246,998 $ 5,206,665
========== ==========
Additional Cash Flow and Supplementary
Information
Interest paid $1,306,248 $1,197,138
Income tax paid 393,000 153,000
Dividends payable 132,250 ---
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE A: Basis of Presentation
The unaudited interim consolidated condensed financial statements include the
accounts of Logansport Financial Corp. (the "Company") and its subsidiary,
Logansport Savings Bank, FSB, (the "Bank").
The unaudited interim consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the financial statements reflect all adjustments necessary to
present fairly the Company's financial position as of June 30, 1996, results of
operations for the three and six month periods ending June 30, 1996 and 1995 and
cash flows for the six month periods ending June 30, 1996 and 1995.
NOTE B: Plan of Conversion
Effective June 13, 1995, the Bank completed its conversion from a federally
chartered mutual savings bank to a federally chartered stock savings bank (the
"Conversion"), and became a wholly- owned subsidiary of the Company. In the
Conversion, the Company sold 1,322,500 shares of Common Stock, with no par value
("Common Stock"), for $10.00 per share and used all proceeds except $3,982,500
to acquire complete ownership of the Bank. Net proceeds of the Company's stock
issuance, after costs, were $12,670,006.
At a meeting of the Company's shareholders on April 9, 1996, the Board of
Directors submitted for shareholder approval a stock option plan (the "Stock
Option Plan"), and at that time made certain awards pursuant to the Stock Option
Plan. The plan was approved by the Company's shareholders. Common Stock in an
aggregate amount of 10.0% of the shares issued in the Conversion (132,250
shares) were reserved for issuance upon the exercise of options granted under
the Stock Option Plan. Options were granted under the Stock Option Plan for
108,691 shares of common stock and will have an exercise price per share equal
to $12.50, the fair market value of the shares on the date of grant.
Additionally, at a meeting of the Company's shareholders held on April 9, 1996,
the Board of Directors submitted for shareholder approval a Management
Recognition and Retention Plan and Trust (the "RRP"). The RRP was approved by
the shareholders. The Bank will contribute funds to the RRP to enable it to
acquire an aggregate amount of Common Stock equal to up to 4.0% of the shares
issued in the Conversion, (52,900 shares) either directly from the Company or in
the open market. Shares awarded under the RRP will vest at a rate of 20% at the
end of each full twelve months of service with the Bank after the date of grant.
As of April 9, 1996, the number of shares awarded under the RRP was 46,675. All
of these shares were acquired in the open market during the quarter ended June
30, 1996.
-8-
NOTE C: Cash Dividends and Earnings Per Share
A cash dividend of $.10 per common share was declared on June 4, 1996, payable
on July 10, 1996, to stockholders of record as of June 17, 1996. Earnings per
share was computed based upon the weighted average common shares outstanding
during the period subsequent to the Bank's conversion to a stock savings bank on
June 13, 1995. Net income for the three and six months ended June 30, 1995 is
not meaningful.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Financial Condition
Total assets were $77.2 million at June 30, 1996 compared to $74.6 million at
December 31, 1995, an increase of $2.6 million or 3.5%. This increase resulted
primarily from a growth in deposits of $2.3 million and an increase in Federal
Home Loan Bank advances of $1.0 million, both of which were reinvested in loans.
Securities decreased slightly from $18.8 million at December 31, 1995 to $18.4
million at June 30, 1996. This decrease was due to investment maturities,
securities calls, and mortgage-backed securities pay-downs. In addition to other
securities sales, $2.2 million of structured notes were sold and generally
reinvested in mortgage-backed securities.
Loans increased $3.0 million, or 6.0%, from $49.9 million at December 31, 1995
to $52.9 million at June 30, 1996. Loan demand continues to be excellent. No
commercial paper was owned by the Company at June 30, 1996. Commercial paper
owned at December 31, 1995 and included in loan totals was $0.9 million.
Deposits were $54.8 million at June 30, 1996 compared to $52.5 million at
December 31, 1995, or an increase of $2.3 million in the first two quarters of
1996. During the six months ended June 30, 1996, Federal Home Loan Bank advances
in the amount of $1.0 million were converted to a fixed rate with a one year
term from a variable rate with a three month maturity. An additional advance of
$1.0 million with a fixed rate and a three month maturity was obtained during
the second quarter.
Shareholders' equity was $19.8 million at June 30, 1996 and $20.5 million at
December 31, 1995. The payment of dividends, a change in the unrealized gain
(loss) on securities available for sale, from a gain of $10,051 at December 31,
1995 to a loss of $331,395 at June 30, 1996, and the purchase of Company stock
in the open market for the RRP combined to result in a decrease in shareholders'
equity for the six months ended June 30, 1996.
-9-
Results of Operations
Comparison of the Three Months Ended June 30, 1996 and June 30, 1995
Net income for the Company for the three months ended June 30, 1996 was $282,693
compared with $164,679 for the three months ended June 30, 1995. This is an
increase of $118,014 or 71.7%. Interest income increased $271,390 while other
expenses increased $87,345 and taxes increased $68,200. The major contributor to
the increase in interest income was the investment of Conversion proceeds. The
Conversion was completed on June 13, 1995 and the proceeds were invested in new
loans and investment securities resulting in a higher volume of interest-earning
assets. In addition, increasing interest rates have resulted in ARM loans
repricing at higher rates and thus increasing mortgage loan income.
The provision for loan losses was $3,000 for each of the three-month periods
ended June 30, 1996 and 1995. No properties were taken into real estate owned in
either of the quarters ended June 30, 1996 or June 30, 1995. Non-performing
loans decreased to $302,000, or 0.57% of loans, at June 30, 1996 from $311,000,
or 0.63% of loans, at December 31, 1995. Non-performing loans at June 30, 1995
were $423,000. Loan loss reserves amounted to $229,970, or 0.43% of total loans,
at June 30, 1996 compared to $222,700, or 0.45% at December 31, 1995.
Other income increased by $21,134, primarily because of the $17,291 nonrecurring
recovery on securities previously written off that was recorded in the quarter
ending June 30, 1996. Service charges on deposit accounts increased by $4,895,
or 45.1%, from June 30, 1996 over June 30, 1995.
Total other expenses increased $87,345 or 35.3% in the three months ending June
30, 1996 compared to June 30, 1995. Salaries and employee benefits increase
$47,141, or 40.1%. This increase is a result of general and merit pay increases,
the inclusion of additional employees in various benefit plans due to length of
service, and amortization of the expense associated with the RRP. Other
operating expenses experienced an increase of $41,204 or 68.3%. Other expenses
were $101,566 for the three months ended June 30, 1996 compared to $60,362 for
the three months ended June 30, 1995. Approximately $6,000 of the increase was
related to an increase in advertising volume and office supplies. Supplies are
ordered in quantity as needed so timing of the orders can vary from year to
year. The remaining increase in other operating expenses of approximately
$34,000 related to increases in legal expenses, accounting fees, exam fees,
stock market listing fees, transfer agent fees, and printing expenses. All of
these additional expenses are associated with doing business as a public company
which was not the case for the majority of the comparative period ending June
30, 1995.
The Company's effective tax rate for the three months ended June 30, 1996 was
37.6% compared to 38.3% for the three months ended June 30,1995.
-10-
Comparison of the Six Months Ended June 30,1996 and June 30, 1995
Net income for the Company for the six months ended June 30, 1996 was $556,582
compared with $343,233 for the six months ended June 30, 1995. This is an
increase of $213,349 or 62.2%. Interest income increased $558,770 as a result of
the investment of Conversion proceeds and a more favorable interest rate
environment. Interest expense increased only $73,258 resulting in an improvement
in net interest income of $485,512 or 50.5%, when comparing the six months ended
June 30, 1996 to the six months ended June 30, 1995.
The provision for loan losses was $6,000 for each of the six month periods ended
June 30, 1996 and 1995. There were no properties taken into real estate owned in
either period, and no loans were written off. The growth in loans outstanding
has not resulted in a need for an additional loan loss provision or resulted in
an increase in nonperforming loans as discussed in the previous section.
Other income increased by $14,795 or 23.8%. Service charges on deposit accounts
increased $10,088, or 53.1%, and constitute the majority of the difference. This
increase is a result of an increase in the volume of transaction accounts and
new service charges imposed. There was a nonrecurring recovery on securities
previously written off of $17,291 in the six months ended June 30, 1996 and
$23,779 in the period ending June 30, 1995.
Total other expenses increased $148,588, or 30.7%, for the six months ending
June 30, 1996 compared to the six months ended June 30, 1995. The increases were
concentrated in two areas, salaries and employee benefits and other expenses.
Salary and employee benefits increased $73,338, or 31.6%. This is a result of
general and merit pay increases, the inclusion of additional employees in
various benefit plans due to length of service, and amortization of the expense
associated with the RRP which was approved April 9, 1996 at the shareholder's
meeting. The plan was effective for three months of the six-month period ending
June 30, 1996 and resulted in amortization expense of $30,728 for the six months
ended June 30, 1996.
Other expenses increased $69,416 for the six months ended June 30, 1996 compared
to the six months ended June 30, 1995. Approximately $5,000 of the increase is
related to an increase in the volume of checking accounts and the additional
services connected with these accounts such as an ATM card. Advertising expense
also increased by $5,000 as new and additional means were used to promote the
Company. The remaining increases in other expenses of $59,000 were related to
increases in legal expenses, accounting fees, exam fees, stock market listing
fees, transfer agent fees, and printing expenses. All of these are associated
with the addtional costs of doing business as a public company.
The Company's effective tax rate for the six months ended June 30,1996 was 37.2%
compared to 35.8% for the six months ended June 30, 1995.
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Capital Resources
Pursuant to OTS capital regulations, savings associations must currently meet a
1.5% tangible capital requirement, a 3% leverage ratio (or core capital)
requirement, and total risk-based capital to risk-weighted assets ratio of 8%.
At June 30, 1996, the Bank's tangible capital ratio was 22.6%, its leverage
ratio was 22.6%, and its risk-based capital to risk-weighted assets ratio was
43.4%. Therefore, the Bank's capital significantly exceeded all of the capital
requirements currently in effect. The following table provides the minimum
regulatory capital requirements and the Bank's capital ratios as of June 30,
1996
Capital Standard Required Bank's Excess
- ---------------- -------- ------ ------
Tangible (1.5%) $1,108,000 $16,613,000 $15,505,000
Core (3.0%) 2,215,000 16,613,000 14,398,000
Risk-based (8.0%) 3,108,000 16,843,000 13,735,000
Liquidity
The standard measure of liquidity for savings associations is the ratio of cash
and eligible investments to a certain percentage of net withdrawable savings
account and borrowings due within one year. The minimum required ratio is
currently set by the Office of Thrift Supervision at 5%, of which 1% must be
comprised of short-term investments. At June 30, 1996 the Company's ratio was
21.2%, of which 8.1% was comprised of short-term investments.
-12-
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Bank nor the Company were during the three-month period ended June
30, 1996 or are as of the date hereof involved in any legal proceeding of a
material nature. From time to time, the Bank is a party to legal proceedings
wherein it enforces its security interests in connection with its mortgage and
other loans.
Item 4. Submission of Matters to a Vote of Security Holders
On April 9, 1996, the Company held its 1995 annual meeting of shareholders. A
total of 1,102,441 shares or 83.4% of the Company's share outstanding, were
represented at the meeting either in person or by proxy.
Seven directors were nominated by the Company's Board of Directors to serve new
one, two, or three year terms. These nominees, and the voting results for each
are listed below.
For Withheld
--------- --------
Norbert E. Adrian (one year term) 1,089,616 1,525
Charles J. Evans (three year term) 1,101,596 845
Donald G. Pollitt (two year term) 1,100,866 1,575
Susanne S. Ridlen (two year term) 1,094,916 7,525
William Tincher, Jr. (one year term) 1,101,416 1,025
David G. Wihebrink (three year term) 1,101,546 895
Thomas G. Williams (three year term) 1,101,596 845
Also at the meeting, shareholders ratified the appointment of Geo. S. Olive &
Co. LLC as auditors for the Company for the fiscal year ending December 31,
1996. A total of 1,100,761 share voted in favor of this proposal, no shares
voted against and 1,680 shared abstained.
The shareholders approved the Logansport Financial Corp. Stock Option Plan. A
total of 877,603 shares voted in favor of this proposal, 71,665 shares voted
against and 1,680 shares abstained.
The shareholders also approved the Logansport Savings Bank, FSB Recognition and
Retention Plan and Trust. A total of 869,550 shares voted in favor of this
proposal, 79,450 voted against, and 1,980 abstained.
-13-
Item 5. Other Information
On October 11, 1994 the Board of Directors of the Bank adopted a Plan of
Conversion (the "Plan"), which was amended on February 14, 1995, providing for
the Conversion of the Bank from a federal mutual savings bank to a federal stock
savings bank, all the outstanding shares of which would be held by the Company.
The Plan was approved by the Office of Thrift Supervision, subject to approval
by the Bank's members. A special meeting was held on May 31, 1995, and the
members of the Bank approved the Plan by a vote of 364,854 votes for approval of
the Plan and 9,947 votes against approval of the Plan.
In a subscription offering, the Company sold 1,322,500 shares of Common Stock,
without par value, for $10.00 per share. The Company realized net proceeds of
approximately $12.7 million in connection with the Bank's Conversion and the
sale of 1,322,500 shares of the Common Stock. Of those proceeds, $3,982,500 were
retained at the holding company level by the Company. The remaining net proceeds
were used to acquire all of the capital stock of the Bank.
The Company's shares began trading on the National Association of Securities
Dealers Automated Quotation System, Small Cap Market, under the symbol "LOGN" on
June 14, 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibits are attached to this report on Form 10-Q:
(27) Financial Data Schedule
(b) Reports on Form 8-K.
The Registrant filed no reports on Form 8-K during the fiscal quarter
ended June 30, 1996.
-14-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on behalf of the
undersigned thereto duly authorized.
Logansport Financial Corp.
Date: August 12, 1996 By: /s/ Thomas G. Williams
-------------------------------
Thomas G. Williams, President and
Chief Executive Officer
Date: August 12, 1996 By: /s/ Dottye Robeson
-------------------------------
Dottye Robeson, Secretary and
Treasurer
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