Exhibit 99.5
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
FORM F-4
QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED MARCH 31, 1996
22054-0
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(FDIC Certificate No.)
04-1437380
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(I.R.S. Employer Identification Number)
THE HIBERNIA SAVINGS BANK
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(Exact name of Bank as specified in its Charter)
MASSACHUSETTS
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(State of Incorporation)
731 HANCOCK STREET, QUINCY, MA
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(Address of Principal Office)
02170
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(Zip Code)
(617) 479-2265
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(Bank's Telephone Number, including area code)
Indicate by check mark whether the bank (1) has filed all reports required to be
filed by section 13 of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period the bank was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
(1) YES X NO
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(2) YES X NO
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At March 31, 1996 there were 1,555,868 shares of common stock outstanding, $1.00
par value.
THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements of The Hibernia Savings
Bank and Subsidiaries (Kildare Corporation/The Limerick Securities
Corporation/Meath Corporation) presented herein should be read in
conjunction with the consolidated financial statements of The Hibernia
Savings Bank for the year ended December 31, 1995.
Consolidated financial information as of March 31, 1996 and the
results of operations and the changes in stockholders' equity and cash
flows for the three months ended March 31, 1996 and 1995 are
unaudited, and in the opinion of management reflect all adjustments
(consisting solely of normal recurring accruals) necessary for a fair
presentation of such information. Interim results are not necessarily
indicative of results to be expected for the entire year.
2) COMMITMENTS
At March 31, 1996 the Bank had outstanding commitments to originate
loans amounting to approximately $16,498,676 which are not reflected
in the consolidated balance sheet.
3) EARNINGS PER SHARE
The earnings per share computations for the quarter ended March 31,
1996 are based on 1,555,868 shares outstanding, and for the quarter
ended March 31, 1995 are based on 1,523,524 shares outstanding.
Material Changes in Financial Conditions
Management's discussion and analysis of the financial conditions and
results of operations for the three month period ended March 31, 1996
with the appropriate comparisons to the same period in 1995 are as
follows:
The Bank's total assets increased to $355,071,229 at March 31, 1996 or
9.5% on an annualized basis from total assets of $346,865,213 at
December 31, 1995 and increased 17.7% from total assets of
$301,654,660 at March 31, 1995. Short term investments, investment
securities and securities held for sale totaled $128,525,591 or 36.2%
of total assets at March 31, 1996 an increase of $3,225,321 from
$125,300,270 or 36.1% of total assets at December 31, 1995 and an
increase of $11,929,853 from $116,595,738 or 38.7% of total assets at
March 31, 1995. Loans, net increased $4,450,174 or 8.5% on an
annualized basis to $212,776,897 or 59.9% of total assets at March 31,
1996 from $208,326,723 or 60.1% of total assets at December 31, 1995
and increased $38,297,359 from $174,479,538 or 57.8% of total assets
at March 31, 1995. The Bank's nonperforming loans totaled $951,660 or
.3% of total assets at March 31, 1996 as compared to $930,766 or .3%
of total assets at December 31, 1995 and $1,709,620 or .57% of total
assets at March 31, 1995. The Bank's loan loss provision for the
first quarter ended March 31, 1996 was $1,020,000 as compared to
$151,666 for the first quarter of 1995. The Bank's charge-offs net of
recoveries for the quarter ended March 31, 1996 were $1,348,707
compared to $157,246 during the first quarter of 1995. The Bank became
aware of an SEC lawsuit against one of its borrowers , Bennett
Funding Group Inc., of which the Bank had three pools of commercial
equipment leasing loans totaling $1,409,950 at March 30, 1996. The
lawsuit charged Bennett Funding had sold investors tens of millions
of dollars of assignments on office equipment that did not exist, or
had already been sold. The Bank took the most conservative position
and charged off these loans against the allowance for loan losses and
booked an extraordinary loan loss provision of $1,000,000. The
allowance for loan losses totaled $2,213,289 at March 31, 1996 as
compared to $2,541,997 at December 31, 1995 and $2,235,706
at March 31, 1995. The allowance for loan losses represented 232.6%,
366.2% and 223.7% of nonperforming loans at March 31, 1996, December 31,
1995 and March 31, 1995 respectively.
Deposits at March 31, 1996 totaled $289,682,551 as compared to
$282,787,249 at December 31, 1995 an increase of $6,895,302, or 9.8%
on an annualized basis, and increased $24,303,036 or 9.2% from
deposits of $265,379,515 at March 31, 1995. Federal Home Loan Bank
advances increased $1,700,000 to $40,668,000 at March 31, 1996 from
$38,968,000 at December 31, 1995, and increased $26,668,000 from
$14,000,000 at March 31, 1995.
Stockholders Equity increased to $23,108,392 at March 31, 1996 from
$22,824,616 at December 31, 1995 and $20,821,899 at March 31, 1995.
The increase in the first quarter reflects earnings of $121,474 for
the first quarter and the issuance of 23,437 additional shares of
stock through exercising of options, and through the purchase of stock
in the Bank's "Stock Purchase Plan", "Dividend Reinvestment Plan", and
"Optional Cash Payment Plan" for total additional paid-in capital of
$323,480 , and was decreased by the payment of a $.07 dividend on
shares outstanding of $108,371.
Material Changes in Results of Operations
Net Income for the first quarter ended March 31, 1996 was $121,474 or
$.08 per share as compared to net income in the first quarter ended
March 31, 1995 of $637,722 or $.42 per share.
Interest and dividend income increased 25.6% in the first quarter of
1996 to $6,794,137 from $5,411,401 for the first quarter of 1995. The
increase reflects our growth in earning assets which increased
$50,252,452 or 17.2% at March 31, 1996 from March 31, 1995, and a
slight increase in the yield on average earning assets to 8.0% at
March 31, 1996 from 7.8% at March 31, 1995.
Interest expense increased $1,060,524 or 36.7% to $3,949,872 from
$2,889,348 for the first quarter ended March 31, 1996. This increase
reflects the increased overall cost of funds to 4.87% at March 31,
1996 from 4.46% at March 31, 1995, in conjunction with an increase in
average total deposits by $26,710,000 at an increased cost of 37
basis points, an increase in average borrowings by $30,000,000 at a
decreased cost of 92 basis points.
Other income for the quarter ended March 31, 1996 totaled $228,098
compared to $280,959 for the same quarter in 1995. Security gains for
the first quarter ended March 31, 1996 were $54,201, net losses on the
sale of real estate owned $12,948, gain on the sale of loans of
$10,042, REO income of $11,163 and service charges of $165,640, as
compared to security gains of $133,012, net losses on the sale of real
estate of $10,105, REO income of $35,307 and service charges of
$118,268 for the same period in 1995.
Operating expenses totaled $1,853,226 for the first quarter ended
March 31, 1996 as compared to $1,671,810 for the same period in 1995,
an increase of $181,416 or 10.8%. This increase reflects the increased
personnel costs of $183,795 required by the opening of two new branch
locations, one in the second quarter and one in the fourth quarter of
1995, as well as a new department for in-house processing of our
checking accounts. Occupancy costs also increased $83,503 reflecting
the two new branches opened in the later half of 1995. These increases
were partially offset by the reduction of the FDIC deposit assessment
to $500 a quarter in 1996 compared to $159,000 for the first quarter
of 1995.
Income Tax
Provision for income taxes for the quarter ended March 31, 1996 was
$77,663 as compared to $341,814 for the same period in 1995.
THE HIBERNIA SAVINGS BANK
CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
MARCH 31, 1996 DECEMBER 31, 1995
(UNAUDITED) (AUDITED)
ASSETS:
Total cash and due from banks $3,626,401 $3,213,259
Short term investments 3,275,000 4,860,000
Investment securities 96,632,897 77,565,687
Securities held for sale 28,617,694 42,874,583
Loans, net 212,703,786 208,326,723
Banking premises & equipment, net 6,061,604 5,574,956
Accrued interest receivable 2,344,617 2,128,536
Other real estate owned 0 430,000
Other assets 1,736,119 1,891,469
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Total assets $355,071,229 $346,865,213
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LIABILITIES & STOCKHOLDERS' EQUITY
Deposits:
Now & demand deposits $22,263,547 $22,011,361
Money market accounts 35,356,781 33,819,928
Other deposits 44,860,367 46,038,261
Term certificates accounts 187,201,856 180,917,699
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Total deposits 289,682,551 282,787,249
Federal Home Loan Bank advances 40,668,000 38,968,000
Other borrowings 0 0
Mortgagors' escrow payments 1,266,126 1,094,397
Income taxes payable (342,222) 364,444
Other liabilities 688,382 826,507
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Total liabilities 331,962,837 324,040,597
Commitments and contingencies
STOCKHOLDERS' EQUITY
Serial preferred stock, $1.00 par value 1,000,000
shares authorized: none issued 0 0
Common stock, $1.00 par value, 5,000,000 shares
authorized 1,662,090 and 1,532,431 shares
issued and outstanding 1,555,868 1,532,431
Additional paid-in-capital 9,148,450 8,824,970
Undivided profits 12,419,463 12,406,361
Net unrealized loss on marketable equity
securities (15,389) 60,854
Other Reserve 0 0
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Total stockholders' equity 23,108,392 22,824,616
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Total Liabilities & Stockholders'
Equity $355,071,229 $346,865,213
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The Hibernia Savings Bank and Subsidiaries
Consolidated Statement of Income
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Three months ended
March 31, March 31,
1996 1995
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INTEREST & DIVIDEND INCOME
Interest on loans $4,845,051 $3,828,298
Income & dividends on investment securities 1,913,255 1,514,655
Interest on short-term investments 35,831 68,448
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Total interest & dividend income 6,794,137 5,411,401
INTEREST EXPENSE
Interest on deposits 3,379,976 2,721,124
Interest on borrowed funds 569,896 168,224
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Total interest & dividend expense 3,949,872 2,889,348
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Net interest income 2,844,265 2,522,053
Provision for possible loan losses 1,020,000 151,666
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Net interest income
after loan loss provision 1,824,265 2,370,387
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OTHER INCOME
Gains (losses) securities sales 54,201 133,012
Gains (losses) real estate sale (12,948) (10,105)
Gains (losses) on loan sales net 10,042 0
Gains (losses) on sale of fixed assets 0 4,748
Miscellaneous 176,803 153,304
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Total other income 228,098 280,959
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OPERATING EXPENSES
Salaries & employee benefits 989,681 805,886
Net occupancy & Equipment 318,967 235,463
OREO Expenses 26,711 80,184
Other operating expenses 517,867 550,277
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Total operating expenses 1,853,226 1,671,810
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Income (loss) before income taxes 199,137 979,536
Provision (benefit) for income tax 77,663 341,814
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Net income (loss) $121,474 $637,722
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Earnings per common share
Primary $0.08 $0.42
Fully diluted $0.08 $0.42
Average number of common shares
Primary 1,571,812 1,522,131
Fully diluted 1,571,812 1,522,131
THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Three months ended March 31, 1996
(Unaudited in thousands)
NET UNREALIZED
ADDITIONAL LOSS ON
COMMON PAID-IN UNDIVIDED MARKETABLE
STOCK CAPITAL PROFITS EQUITY SECURITIES TOTAL
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Balance at December 31, 1995 $1,532,431 $8,824,970 $12,406,361 $60,854 $22,824,616
Net income 121,474 121,474
Issuance of additonal stock 23,437 323,480 346,917
Increase in net unrealized loss
on securities held for sale (76,244) (76,244)
Cash dividend paid (108,371) ($108,371)
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Balance at March 31, 1996 $1,555,868 $9,148,450 $12,419,464 ($15,390) $23,108,392
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THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Three months ended March 31, 1995
(Unaudited in thousands)
NET UNREALIZED
ADDITIONAL LOSS ON
COMMON PAID-IN UNDIVIDED MARKETABLE
STOCK CAPITAL PROFITS EQUITY SECURITIES TOTAL
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Balance at December 31, 1994 $964,491 $8,804,519 $10,022,386 ($5,299) $19,786,097
Net income 637,722 637,722
3 for 2 stock split 499,147 (499,147)
Issuance of additonal stock 59,886 408,270 468,156
Increase in net unrealized
loss on securities
held for sale 5,299 5,299
Cash dividend paid (75,375) ($75,375)
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Balance at March 31, 1995 $1,523,524 $8,713,642 $10,584,733 $0 $20,821,899
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The Hibernia Savings Bank and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended March 31,
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1996 1995
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Cash flows from operating activities
Net Income $121,474 $637,722
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation 156,324 132,778
Amortization of bond premium 90,041 136,638
Loan loss provision 1,020,000 151,666
(Gain) on sale of loans, real estate owned,
securities,fixed assets (net) (51,295) (127,655)
Deferred loan fees 27,123 (118,657)
Loans sold 2,590,680 62,125
Loans originated for sale (2,580,638) (965,450)
Increase (decrease) in accrued expenses,
income taxes, and other liabilities (921,033) (314,984)
(Increase) decrease in accrued
interest receivable (216,081) 46,045
(Increase) decrease in other assets 266,648 86,432
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Total adjustments 381,769 (911,062)
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Net cash provided by operating activities 503,243 (273,340)
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Cash flows from investing activities
Loans purchased (3,012,891) (7,994,319)
Loans paid(net) (2,561,517) (3,116,771)
Proceeds of Oreo Sales 494,163 285,000
Short-term investments ( net) 1,585,000 (13,620,000)
Purchases of investment securities (21,961,856)
Proceeds from sales and maturities of
investment securities 2,798,275 2,837,112
Purchase of Securities held for sale (22,750)
Proceeds of Securities Securities held for
sale 14,228,870 5,776,043
Purchases of premises and equipment (642,972) (121,294)
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Net cash used by investing activities (9,095,678) (15,954,229)
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Cash flows from financing activities
Deposits, net 7,067,031 9,228,036
FHL Bank Advances (net) 1,700,000 5,000,000
Proceeds from sale of Common Stock 346,917 468,156
Dividends Paid (108,371) (75,375)
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Net cash provided by financing activities 9,005,577 14,620,817
Net increase (decrease) in cash 413,143 (1,606,752)
Cash and cash equivalents--beginning of year 3,213,259 3,780,957
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Cash and cash equivalents--end of year 3,626,402 2,174,205
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Supplemental disclosures of
cash flow information:
Interest paid $3,754 $2,879
Federal income taxes paid $300 $200
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Bank has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
THE HIBERNIA SAVINGS BANK
Date May 14, 1996 /s/ [illegible]
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Chairman of the Board,
and Chief Executive Officer
Date May 14, 1996 /s/ [illegible]
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Senior Vice President and
Chief Financial Officer