SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 0-26012 NORTHEAST INDIANA BANCORP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Delaware 35-1948594 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 648 North Jefferson Street, Huntington, IN 46750 (Address of principal executive offices) (Zip Code) (219) 356-3311 Issuer's telephone number, including area code: Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such requirements for the past 90 days. YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: CLASS OUTSTANDING AT OCTOBER 31, 1996 - -------------------------------------------------------------------------------- Common Stock, par value $.01 per share 1,870,086 Transitional Small Business Disclosure Format: YES [ ] NO [X] NORTHEAST INDIANA BANCORP, INC. INDEX PART 1. FINANCIAL INFORMATION (UNAUDITED) Item 1. Consolidated Condensed Financial Statements Consolidated Condensed Balance Sheets September 30, 1996 and December 31, 1995 Consolidated Condensed Statements of Income for the Three months ended September 30, 1996 and 1995 and the nine months ended September 30, 1996 and 1995 Consolidated Statement of Change in Shareholders' Equity for the nine months ended September 30, 1996 Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Signature page NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 - -------------------------------------------------------------------------------------------------- September 30 December 31 1996 1995 ------------- ------------- (Unaudited) ASSETS Cash and due from financial institutions ....................... $ 3,512,555 $ 2,467,934 Interest earning deposits in financial institutions - short term 312,918 2,204,407 ------------- ------------- Total cash and cash equivalents .............................. 3,825,473 4,672,341 Interest earning deposits in financial institutions ............ 100,000 100,000 Securities available for sale .................................. 10,062,365 3,820,759 Securities held to maturity, estimated market value of $894,000 and $986,000 at September 30, 1996 and December 31, 1995, respectively .............................. 892,342 985,906 Loans receivable, net of allowance for loan losses September 30, 1996 - $1,018,000 and December 31, 1995 - $881,000 ................................. 139,188,298 122,640,770 Accrued interest receivable .................................... 313,122 232,925 Other real estate owned, net ................................... -- -- Federal Home Loan Bank stock, at cost .......................... 2,650,000 2,075,000 Premises and equipment, net .................................... 2,041,468 2,131,617 Other assets ................................................... 959,239 909,263 ------------- ------------- TOTAL ASSETS ................................................... $ 160,032,307 $ 137,568,581 ============= ============= Continued NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 - -------------------------------------------------------------------------------------------------- September 30 December 31 1996 1995 ------------- ------------- (Unaudited) LIABILTIES AND SHAREHOLDERS' EQUITY Liabilities Deposits ..................................................... $ 77,922,142 $ 68,202,930 Short Term Borrowed Funds .................................... 21,000,000 22,500,000 Long Term Debt ............................................... 31,995,389 15,000,000 Advances from borrowers for taxes and insurance .............. 181,143 116,786 Accrued interest payable and other liabilities ............... 1,017,463 715,820 ------------- ------------- Total liabilities .......................................... 132,116,137 106,535,536 Shareholders' equity Preferred Stock, $.01 par value, authorized and unissued 500,000 shares ............................................ -- -- Common stock, $.01 par value, authorized 4,000,000 shares; issued: 2,182,125 shares .................. 21,821 21,821 Additional paid-in capital ................................... 21,245,288 21,215,284 Unearned ESOP compensation ................................... (1,527,550) (1,600,225) Unearned RRP compensation .................................... (871,366) -- Treasury Stock 228,539 shares at cost ........................ (2,934,334) -- Retained earnings - substantially restricted ................. 12,006,140 11,393,893 Net Unrealized appreciation (loss) on securities ............. (23,829) 2,272 ------------- ------------- ------------- Total shareholders' equity ................................ 27,916,170 31,033,045 ------------- ------------- Total Liabilities and Shareholder's Equity ............ $ 160,032,307 $ 137,568,581 ============= ============= See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME Three and Nine months ended September 30, 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 ---------- ---------- ---------- ---------- (Unaudited) Interest income Loans receivable Mortgage loans ........................................ $2,345,788 $1,929,218 $6,678,133 $5,591,096 Consumer and other loans .............................. 453,065 362,212 1,283,076 983,962 Securities Taxable ............................................... 209,799 84,282 479,197 242,760 Tax exempt ............................................ 8,292 8,978 25,338 27,381 Other interest-earning assets ........................... 35,738 116,349 99,493 220,921 ---------- ---------- ---------- ---------- Total interest income ................................. 3,052,682 2,501,039 8,565,237 7,066,120 Interest expense Deposits ................................................. 936,975 791,857 2,625,775 2,371,773 Borrowed funds ........................................... 689,709 494,978 1,812,583 1,640,053 ---------- ---------- ---------- ---------- Total interest expense ................................ 1,626,684 1,286,835 4,438,358 4,011,826 ---------- ---------- ---------- ---------- Net interest income ........................................ 1,425,998 1,214,204 4,126,879 3,054,294 Provision for loan losses .................................. 51,000 71,610 184,200 182,148 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses ..................................................... 1,374,998 1,142,594 3,942,679 2,872,146 Noninterest income Gain on sale of securities ............................... 348 -- 348 -- Other .................................................... 106,265 92,939 304,999 257,882 ---------- ---------- ---------- ---------- Total noninterest income .............................. 106,613 92,939 305,347 257,882 Continued NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME Three and Nine months ended September 30, 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 ---------- ---------- ---------- ---------- (Unaudited) Noninterest expense Compensation and benefits ................................ 382,549 309,264 1,123,049 897,371 Occupancy and equipment .................................. 72,102 53,440 204,088 146,919 SAIF deposit insurance premiums .......................... 494,927 39,640 572,206 118,141 Other .................................................... 172,550 178,191 594,899 507,006 ---------- ---------- ---------- ---------- Total noninterest expense ............................. 1,122,128 580,535 2,494,242 1,669,437 ---------- ---------- ---------- ---------- Income before income taxes ................................. 359,483 654,998 1,753,784 1,460,591 Income tax expense ......................................... 134,589 256,576 668,627 525,081 ---------- ---------- ---------- ---------- Net income ................................................. $ 224,894 $ 398,422 $1,085,157 $ 935,510 ========== ========== ========== ========== Earnings per share subsequent to conversion Net income ............................................... $ .12 .18 $ .56 N/A See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY Nine months ended September 30, 1996 - --------------------------------------------------------------------------------------------------------------------------- (Unaudited) Unrealized Common Common Appreciation Additional Stock Stock on Securities Common Paid-in Retained Treasury Acquired Acquired Available- Stock Capital Earnings Stock by ESOP by RRP for-Sale ---------- ------------ ----------- ------------ ----------- ----------- -------------- Balance, January 1, 1996 21,821 21,215,284 11,393,893 -- (1,600,225) -- 2,272 Dividends Paid $0.225 per share year to date -- -- (472,912) -- -- -- -- Shares committed to be released under ESOP -- 30,005 -- -- 72,675 -- -- Purchase of shares of Treasury Stock -- -- -- (2,934,334) -- -- -- Purchase of RRP Stock -- -- -- -- -- (1,025,136) -- Amortization of RRP Contributions -- -- -- -- -- 153,771 -- Change in net unrealized appreciation on securities available-for-sale -- -- -- -- -- -- (26,101) Net Income September 30, 1996 -- -- 1,085,157 -- -- -- -- ------ ---------- ---------- ---------- ---------- ---------- ------- Balances, September 30, 1996 21,821 21,245,289 12,006,138 (2,934,334) (1,527,550) (871,365) (23,829) ====== ========== ========== ========== ========== ========== ======= Continued NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY Nine months ended September 30, 1996 - --------------------------------------------------------------------------------------------------------------------------- (Unaudited) Total Shareholders' Equity ---------------- Balance, January 1, 1996 31,033,045 Dividends Paid $0.225 per share year to date (472,912) Shares committed to be released under ESOP 102,680 Purchase of shares of Treasury Stock (2,934,334) Purchase of RRP Stock (1,025,136) Amortization of RRP Contributions 153,771 Change in net unrealized appreciation on securities available-for-sale (26,101) Net Income September 30, 1996 1,085,157 ---------- Balances, September 30, 1996 27,916,170 ========== See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 1996 and 1995 - ---------------------------------------------------------------------------------------------------------------- Three Months Ended September 30, 1996 1995 ------------ ------------ (Unaudited) Cash flows from operating activities Net income ................................................................... $ 1,085,157 $ 935,510 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization, net of accretion ........................... 160,207 73,086 Net (gain) loss on sale of real estate owned .............................. (6,879) (2,489) Net (gain) loss on sale of fixed assets ................................... (50) (368) Unrealized (gain) loss on assets available-for-sale ....................... 17,120 -- Provision for loan losses ................................................. 137,542 66,187 Amortization of ESOP Contributions ........................................ 72,676 72,737 Amortization of ESOP-SOP 93-6 ............................................. 30,005 6,140 Amortization of RRP Contributions ......................................... 153,771 -- Increase in accrued interest receivable ................................... (80,198) (35,054) Increase in other assets .................................................. (49,975) 62,307 Increase in accrued interest payable and other liabilities ................ 301,643 (30,806) ------------ ------------ Total adjustments ..................................................... 735,862 211,740 ------------ ------------ Net cash from operating activities ................................ 1,821,019 1,147,250 Cash flows from investing activities Net increase in interest-earning deposits in financial institutions .......... -- (100,000) Purchase of securities available-for-sale .................................... (9,031,933) (113,007) Proceeds from sale of securities available-for-sale .......................... 2,100,000 -- Purchase of securities held-to-maturity ...................................... -- -- Proceeds from maturities and principal repayments of securities available-for-sale ......................................................... 600,000 -- Proceeds from maturities and principal repayments of securities held-to-maturity ........................................................... 93,564 66,875 Net increase in loans ........................................................ (16,705,181) (10,092,339) Purchase of FHLB Stock ....................................................... (575,000) (300,000) Proceeds from sale of premises, furniture and equipment ...................... 50 368 Purchase of premises, furniture and equipment ................................ (22,952) (550,434) Proceeds from sales of other real estate ..................................... 26,990 20,315 ------------ ------------ Net cash from investing activities ........................................... (23,514,462) (11,068,222) Continued NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 1996 and 1995 - ---------------------------------------------------------------------------------------------------------------- Three Months Ended September 30, 1996 1995 ------------ ------------ (Unaudited) Cash flows from financing activities Net increase (decrease) in deposits .......................................... 9,719,212 (1,580,111) Advances from FHLB ........................................................... 49,995,044 20,000,000 Repayment of FHLB advances ................................................... (34,499,655) (24,000,080) Increase in advances from borrowers for taxes and insurance .................. 64,357 79,014 Net proceeds from stock issuance ............................................. -- 19,465,158 Repurchase stock ............................................................. (3,959,471) -- Cash dividends paid .......................................................... (472,912) -- ------------ ------------ Net cash from financing activities ...................................... 20,846,575 13,963,981 ------------ ------------ Net increase in cash and cash equivalents ...................................... (846,868) 4,043,009 Cash and cash equivalents at beginning of period ............................... 4,672,341 2,814,424 ------------ ------------ Cash and cash equivalents at end of period ..................................... $ 3,825,473 $ 6,857,433 ============ ============ Supplemental disclosure of cash flow information Cash paid during the period for: Interest .................................................................. $ 4,422,868 $ 2,910,499 Income taxes .............................................................. 964,946 630,108 See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three and Nine months ended September 30, 1996 and 1995 - -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The unaudited information for the three and nine months ended September 30, 1996 includes the results of operations of Northeast Indiana Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, First Federal Savings Bank ("First Federal" or the "Bank"). The unaudited information for the nine months ended September 30, 1995 reflects the results of operations of First Federal Savings Bank only through June 27, 1995 (conversion date). The three months ended September 30, 1995 and the balance of the nine months ended September 30, 1995 reflect consolidated results of the Company. In the opinion of management, the information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of operations for the three and nine month periods reported but should not be considered as indicative of the results to be expected for the full year. NOTE 2 - CONVERSION First Federal completed a conversion from a mutual to a stock savings bank on June 27, 1995. Simultaneous with the conversion was the formation of the Company, incorporated in the state of Delaware. The initial issuance of shares of common stock in the Company on June 27, 1995 was 2,182,125 shares at $10 per share, resulting in net proceeds of $21,210,857, and was accomplished through an offering to the Bank's eligible account holders of record and the tax qualified employee stock ownership plan. Costs associated with the conversion and stock offering amounted to $610,393, and were accounted for as a reduction of the proceeds from the issuance of common stock of the Company. The Company purchased all common shares issued by the Bank. This transaction was accounted for at historical cost in a manner similar to the pooling of interests method. Federal regulations require that, upon conversion from a mutual to stock form of ownership, a "liquidation account" be established by restricting a portion of net worth for the benefit of eligible savings account holders who maintain their savings accounts with the Bank after conversion. In the event of complete liquidation (and only in such event), each savings account holder who continues to maintain his savings account shall be entitled to receive a distribution from the liquidation account after payment to all creditors, but before liquidation distribution with respect to capital stock. This account will be proportionally reduced for any subsequent reduction in eligible holder's savings accounts. Federal regulations impose limitations on the payment of dividends and other capital distributions, including, among others, that First Federal may not declare or pay cash dividends on any of its stock if the effect thereof would cause the Bank's capital to be reduced below the amount required for the liquidation account or the capital requirements imposed by the Financial Institutions Reform Recover and Enforcement Act (FIRREA) and the Office of Thrift Supervision (the "OTS"). NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN The Company has established an employee stock ownership plan ("ESOP"). At the date of conversion described in Note 2, the ESOP purchased 174,570 shares of common stock of the Company which was financed by the Company and collateralized by the shares purchased. The borrowing is payable in semi-annual principal payments of $72,000 over a 12 year period plus interest. All employees of the Bank are eligible to participate in the ESOP after they attain age 21 and complete one year of service during which they worked at least 1,000 hours. As of January 1, 1996, 14,548 shares were distributed to the plan participants. NOTE 4 - EARNINGS PER SHARE Earnings per common share have been computed by dividing net income subsequent to the conversion by the weighted average number of shares of common stock outstanding subsequent to the conversion. As the conversion was effective on June 27, 1995, no earnings per share for the nine months ended September 30, 1995 were reported. Earnings per share for the three months ended September 30, 1995 was $0.18 per common share. Earnings per common share for the three and nine months ended September 30, 1996 was $0.12 and $0.56 respectively. NOTE 5 - COMMON STOCK CASH DIVIDENDS On July 3, 1996 the Board of Directors of Northeast Indiana Bancorp, Inc. announced a quarterly cash dividend of $.075 per share. The dividend was paid on July 29, 1996 to shareholders of record on July 15, 1996. The payment of the cash dividend reduced shareholders' equity by $154,625. It should also be noted that subsequently to the end of the third quarter, the Board of Directors announced on October 18, 1996 a quarterly cash dividend of $.08 per share. The dividend will be paid on November 15, 1996 to shareholders of record on November 1, 1996. The payment of the cash dividend will reduce shareholders' equity (fourth quarter) by $149,607. NOTE 6 - STOCK REPURCHASE PLAN On February 12, 1996 and February 16, 1996 Northeast Indiana Bancorp, Inc. (the "Company") announced its intention to repurchase 5% of the outstanding shares in the open market along with 4% of the outstanding shares to fund the Company's Recognition and Retention Plan (RRP). These two programs totaling 196,391 shares of common stock were completed on March 25, 1996. These programs reduced capital by approximately $1,597,000 and $1,025,000 respectively. NOTE 6 - STOCK REPURCHASE PLAN (Continued) On July 8, 1996 the Board of Directors announced its intention to repurchase another 5% of its outstanding shares. This repurchase of 103,084 shares was completed on August 16, 1996 and reduced capital by approximately $1,273,000. These shares became Treasury Shares and will be used for general corporate purposes, including the issuance of shares in connection with grants and awards under the Company's stock based benefit plans. On September 16, 1996 the Board of Directors approved another stock repurchase program for the purchase of up to 10% of the outstanding shares in the open market over the next twelve months. Through October 31, 1996 the Company has repurchased 88,500 shares of the approximate 195,859 shares approved for repurchase as Treasury Shares. NOTE 7 - REGULATORY CAPITAL REQUIREMENTS Pursuant to FIRREA, savings institutions must meet three separate minimum capital-to-asset requirements. The following table summarizes, as of September 30, 1996, the capital requirements for the Bank under FIRREA and the Bank's actual capital ratios. As of September 30, 1996, the Bank substantially exceeded all current regulatory capital standards. Regulatory Actual Capital Requirement Capital Requirement Amount Percent Amount Percent ------- ------- ------- ------- (Dollars in thousands) Risk-based capital ........ $ 7,685 8.00% $21,407 22.28% Core capital .............. 4,811 3.00 20,596 12.84 Tangible capital .......... 2,406 1.50 20,596 12.84 NORTHEAST INDIANA BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - -------------------------------------------------------------------------------- GENERAL Northeast Indiana Bancorp, Inc. (the "Company") was formed as a Delaware corporation in March, 1995, for the purpose of issuing common stock and owning all the common stock of First Federal Savings Bank ("First Federal" or the "Bank") as a unitary thrift holding company. Prior to the conversion, the Company did not engage in any material operations and at September 30, 1996, had no significant assets other than the investment in the capital stock of First Federal and cash and cash equivalents. The principal business of savings banks, including First Federal, has historically consisted of attracting deposits from the general public and making loans secured by residential real estate. The Bank's earnings are primarily dependent on net interest income, the difference between interest income and interest expense. Interest income is a function of the balances of loans and investments outstanding during the period and the yield earned on such assets. Interest expense is the function of the balances of deposits and borrowings. The Bank's earnings are also affected by provisions for loan losses, service charge and fee income, and other non-interest income, operating expenses and income taxes. Operating expenses consist primarily of employee compensation and benefits, occupancy and equipment expenses, data processing, federal deposit insurance premiums and other general administrative expenses. The most significant outside factors influencing the operations of First Federal Savings Bank and other savings institutions include general economic conditions, competition in the local market place and related monetary and fiscal policies of agencies that regulate financial institutions. More specifically, the cost of funds is influenced by interest rates on competing investments and general market rates of interest. Lending activities are influenced by the demand for real estate financing and other types of loans, which in turn is affected by the interest rates at which such loans may be offered and other factors affecting loan demand and funds availability. FINANCIAL CONDITION The Company's total assets increased $22.4 million or 16.4% from $137.6 million at December 31, 1995 to $160.0 million at September 30, 1996. This increase was due primarily to funds generated from increased deposits growth of $9.7 million and an additional $15.5 million in FHLB advances. In addition to asset growth through the first nine months of 1996 we purchased 14% of the original outstanding shares to fund the Recognition and Retention Plan (RRP) and Treasury Stock which reduced our capital. The Bank's cash and cash equivalents decreased $0.9 million from $4.7 million at December 31, 1995 to $3.8 million at September 30, 1996. This decrease was due primarily from the funds being used to purchase investment securities and to fund the net increase in loans. FINANCIAL CONDITION (Continued) Net loans receivable increased $16.6 million or 13.5% from $122.6 million at December 31, 1995 to $139.2 million at September 30, 1996. The increase in loans during the first nine months of 1996 was predominantly in net mortgage loans which accounted for $13.4 million of the increase, and also consumer and commercial products increasing because of the generally favorable market conditions. Allowances for loan losses increased $137,000 through the nine months ended September 30, 1996. This increase was to provide a general increase for the higher loan amounts and the additional loans secured by non-residential real estate, commercial and credit cards. These allowances of $1,018,000 include specific reserves for loans or partial loans classified as loss in the amount of $207,300. INVESTMENTS Securities available-for-sale increased $6.2 million from $3.8 million at December 31, 1995 to $10.0 million. This substantial increase includes $3.3 million in callable agencies with various call features and terms to help balance the liquidity portfolios interest rate risk and return. This increase also includes $6.1 million in mortgage backed security products which provide additional investments that allow the bank to broaden the earning asset base as the institution grows. These investments have an aggregate mark to market loss of $39,000 before the effect of deferred taxes of $15,000 or a net mark to market loss of $24,000 at September 30, 1996. RESULTS OF OPERATIONS The Company had net income of $225,000 or $0.12 per share and $1,085,000 or $0.56 per share for the three and nine months ended September 30, 1996 compared to $398,000 or $0.18 per share and $936,000 for the three and nine months ended September 30, 1995. The decrease in net income was due to a one time assessment of approximately $453,000 which was the result of the federal legislation enacted on September 30, 1996 (See Regulatory Developments). The approximate after tax effect was $274,000 less income or $0.14 per share. The costs associated with the new office overhead, employee compensation and RRP expense excluding the SAIF special assessment contributed to the remainder of higher non-interest expense resulting in an increase of $88,000 for the quarter and $372,000 for the nine months ended September 30, 1996 over the comparable periods in 1995. Net interest income increased to $1.4 million for the third quarter and $4.1 million for the nine months ended September 30, 1996 compared to $1.2 million and $3.1 million for the three and nine months ended September 30, 1995. Interest income increased $552,000 to $3.15 million from $2.5 million for the third quarter ended September 30, 1996 and September 30, 1995, respectively. For the third quarter interest expense increased $340,000 to $1.6 million from $1.3 million for the quarter ended September 30, 1996 and 1995, respectively. The increased expense for the period was due to a combination of higher average balances in deposits and advances. RESULTS OF OPERATIONS (Continued) Provisions for loan losses decreased by $20,000 and increased by $2,000 for the three and nine months ended September 30, 1996 compared to the same period ended September 30, 1995. This year to date increase was used to continue our effort to build the provision as loan balances grow. Non-interest expense increased to $1.1 million and $2.5 million for the three and nine months ended September 30, 1996 compared to $581,000 and $1.7 million for the corresponding period in 1995. This represents an increase of $542,000 and $825,000 for the three and nine months ended September 30, 1996. Again the majority of this increase was due to the one time SAIF special assessment of $453,000. Another increased expense was reflected in compensation and benefits. This expense for the three and nine months ended September 30, 1996 reflected an increase of $74,000 to $383,000 and $226,000 to $1.1 million. The increased expense is due to establishing an ESOP with the conversion, providing for RRP costs and growth in employment needed to sustain growth in the institution for the three and nine month periods ended September 30, 1996. Occupancy and equipment expense also increased for the three and nine month period ended September 30, 1996 compared to 1995 by $19,000 to $72,000 and by $57,000 to $204,000. This is due to additional costs associated with the new branch. Other non-interest operating expenses were not significantly different for the three and nine month period ended September 30, 1996 compared to September 30, 1995. Income tax expense is down for the three and up for the nine months ended September 30, 1996 due to changes in taxable income compared to 1995. NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is established through a provision for loan losses based on management's quarterly asset classification review and evaluation of the risk inherent in its loan portfolio and changes in the nature and volume of its loan activity. Such evaluation, which considers among other matters, the estimated value of the underlying collateral, economic conditions, cash flow analysis, historical loan loss experience, discussion held with delinquent borrowers and other factors that warrant recognition in providing for an adequate allowance for loan loss. As a result of this review process, management recorded provisions for loan losses in the amount of $51,000 and $184,000 for the three and nine months ended September 30, 1996 compared to $72,000 and $182,000 for the same periods ended September 30, 1995. While management believes current allowance for loan loss is adequate to absorb possible losses, we anticipate growth in our loan portfolio and will therefore, continue to add through additional provisions for loan losses to our allowance accounts, there is no assurance that subsequent evaluations may require additional provisions for loan losses. NON-PERFORMING ASSETS AND LOSSES PROVISIONS The non-performing assets to total assets ratio is one indicator of the exposure to credit risk. Non-performing assets of the Bank consist of the non-accruing loans, troubled debt restructuring and real estate owned which has been acquired as a result of foreclosure or insubstance foreclosure. The following table summarizes in thousands the various categories of non-performing assets: September 30 December 31 1996 1995 ---- ---- Non-accruing loans ..................................... $318 $284 Accruing loans delinquent 90 days and more ............. -- -- Troubled debt restructuring ............................ -- -- Foreclosed assets ...................................... -- -- ---- ---- Total non-performing assets ......................... $318 $284 ==== ==== Total non-performing assets as a percentage of total assets ................................... .20% .21% ==== ==== Total non-performing assets increased from $284,000 to $318,000 or .20% of total assets at September 30, 1996 from .21% of total assets at December 31, 1995. The Bank is required to maintain specific amounts of regulatory capital pursuant to regulations of the Office of Thrift Supervision (OTS). Those capital requirements follow: a risk-based capital standard expressed as a percent of risk adjusted assets, a leverage ratio of core capital to total assets, and a tangible capital ratio expressed as a percent of total adjusted assets. At September 30, 1996, the Bank exceeded all regulatory capital standards. At September 30, 1996, the Bank's risk based capital was $21.4 million or 22.28% of risk adjusted assets which exceeds the $7.7 million and the 8.0% OTS requirement by $13.7 million and 14.28%. The Bank's core capital at September 30, 1996 is $20.6 million or 12.84% which exceeds the OTS requirement of $4.8 million and 3.00% by $15.8 million and 9.84%. The tangible capital requirement is $2.4 million and 1.50% which the Bank exceeded by $18.2 million and 11.34% which is reflected by September 30, 1996 tangible capital balance of $20.6 million and a 12.84% ratio of tangible capital to assets. LIQUIDITY AND CAPITAL RESOURCES First Federal's primary sources of funds are deposits, FHLB advances, principal and interest payments of loans, operations income and short-term investments. Deposit flows and mortgage payments are greatly influenced by general interest rates, economic conditions and competition. LIQUIDITY AND CAPITAL RESOURCES (Continued) Current OTS regulations require that First Federal maintain cash and eligible investments in an amount equal to at least 5% of customer accounts and short-term borrowings to assure its ability to meet demands for withdrawals and repayment of short-term borrowings. As of September 30, 1996, First Federal's liquidity ratio was 6.21%, which is in excess of the minimum regulatory requirements. First Federal uses its capital resources principally to meet its ongoing commitments to fund maturing certificates of deposit and loan commitments, maintain its liquidity, and meet operating expenses. As of September 30, 1996, First Federal had commitments to originate loans and to fund open lines of credit totaling $13.8 million. First Federal considers its liquidity and capital resources to be adequate to meet its foreseeable short and long term needs. First Federal expects to be able to fund or refinance, on a timely basis, its material commitments and long-term liabilities. REGULATORY DEVELOPMENTS On September 30, 1996, federal legislation was enacted that requires the Savings Association Insurance Fund ("SAIF") to be recapitalized with a one-time assessment on virtually all SAIF-insured institutions, such as the Bank, equal to 65.7 basis points on SAIF-insured deposits maintained by those institutions as of March 31, 1995. This SAIF assessment, which is to be paid to the FDIC by November 27, 1996, is approximately $453,000 and has been accrued by the Company at September 30, 1996. As a result of the SAIF recapitalization, the FDIC has proposed to amend its regulation concerning the insurance premiums payable by SAIF-insured institution. Effective October 1, 1996 through December 31, 1996, the FDIC has proposed that the SAIF insurance premium for all SAIF-insured institution that are required to pay the Financing Corporation (FICO) obligation, such as the Bank, be reduced to a range of 18 to 27 basis points from 23 to 31 basis points per $100 of domestic deposits. The Bank currently qualifies for the minimum SAIF insurance premium of 23 basis points. The FDIC has also proposed to further reduce the SAIF insurance premium to a range of 0 to 27 basis points per $100 of domestic deposits, effective January 1, 1997. Management cannot predict whether or in what form the FDIC's final regulation may be promulgated. PART II ITEM 1 - LEGAL PROCEEDING 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 None ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K (1) August 16, 1996 Press Release, Announcement of Completion of Stock Repurchase Program (2) September 16, 1996 Press Release, Announcement of Stock Repurchase Program (3) October 16, 1996 Press Release, Announcement of Third Quarter Earnings and the Impact of a One Time FDIC Recapitalization Assessment (4) October 18, 1996 Press Release, Announcement of Quarterly 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. NORTHEAST INDIANA BANCORP, INC. Date: 11/7/96 By: /S/ STEPHEN E. ZAHN ------------------------------------- Stephen E. Zahn President and Chief Executive Officer (Duly Authorized Officer) Date: 11/7/96 By: /S/ DARRELL E. BLOCKER ------------------------------------- Darrell E. Blocker Senior Vice President and Chief Financial Officer (Principal Financial Officer)