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 June 30, 1997 [ ] 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 JUNE 30, 1997 - -------------------------------------------------------------------------------- Common Stock, par value $.01 per share 1,762,727 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 June 30, 1997 and December 31, 1996 Consolidated Condensed Statements of Income for the three and six months ended June 30, 1997 and 1996 Consolidated Statement of Change in Shareholders' Equity for the six months ended June 30, 1997 Consolidated Statements of Cash Flows for the three and six months ended June 30, 1997 and 1996 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 JUNE 30, 1997 AND DECEMBER 31, 1996 June 30 December 31 1997 1996 ------------- ------------- (Unaudited) ASSETS Cash and due from financial institutions .................. $ 3,402,093 $ 6,672,374 Interest earning deposits in financial institutions ....... 100,000 100,000 Securities available for sale ............................. 12,693,396 11,496,031 Securities held to maturity, estimated market value of $789,000 and $891,236 at June 30, 1997 and December 31, 1996, respectively 789,334 892,036 Loans receivable, net of allowance for loan losses June 30, 1997 - $1,112,000 and December 31, 1996 - $1,027,300 ..... 155,727,447 146,854,690 Other Real Estate Owned ................................... 44,910 0 Accrued interest receivable ............................... 143,224 363,563 Premises and equipment .................................... 1,996,108 2,009,026 Other assets .............................................. 1,412,533 1,156,400 ------------- ------------- TOTAL ASSETS .............................................. $ 176,309,045 $ 169,544,120 ============= ============= LIABILTIES AND SHAREHOLDERS' EQUITY Liabilities Total deposits .......................................... 87,723,488 85,346,240 Borrowed Funds .......................................... 61,000,000 56,000,000 Accrued expenses and other liabilities .................. 811,998 1,668,764 ------------- ------------- Total liabilities ..................................... 149,535,486 143,015,004 Shareholders' equity Preferred stock, $.01 par value, authorized & unissued 500,000 shares ....................................... 0 0 Common stock, $.01 par value: 4,000,000 shares authorized; 2,182,125 shares issued ............. 21,821 21,821 Additional paid-in capital .............................. 21,289,828 21,253,458 Retained earnings - substantially restricted ............ 13,069,663 12,338,919 Unearned ESOP compensation .............................. (1,382,013) (1,454,750) Unearned RRP compensation ............................... (717,595) (820,109) Net Unrealized appreciation (loss) on securities ........ 713 15,799 Treasury Stock shares at cost: 419,398 at June 30, 1997 and 371,539 at December 31, 1996 ...................... (5,508,858) (4,826,022) ------------- ------------- Total shareholders' equity ........................... 26,773,559 26,529,116 ------------- ------------- Total Liabilities and Shareholder's Equity ....... $ 176,309,045 $ 169,544,120 ============= ============= See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME Three and Six Months ended June 30, 1997 Three Months Ended Six Months Ended June 30 June 30 ------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- (Unaudited) Interest income Loans, including fees .................... $3,148,561 $2,641,844 $6,189,788 $5,163,166 Taxable Securities ....................... 219,854 171,201 439,724 269,399 Non-taxable securities ................... 7,693 8,409 17,687 17,046 Deposits with banks ...................... 48,226 25,318 91,719 63,754 ---------- ---------- ---------- ---------- Total interest income ................. 3,424,334 2,846,772 6,738,918 5,513,365 Interest expense Deposits ................................. 1,076,385 866,835 2,117,658 1,688,799 Borrowed funds ........................... 806,346 596,210 1,577,361 1,122,874 ---------- ---------- ---------- ---------- Total interest expense ................ 1,882,731 1,463,045 3,695,019 2,811,673 ---------- ---------- ---------- ---------- Net interest income ........................ 1,541,603 1,383,727 3,043,899 2,701,692 Provision for loan losses .................. 58,500 51,000 117,000 133,200 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses ..................................... 1,483,103 1,332,727 2,926,899 2,568,492 Noninterest income Service charges on deposit accounts ...... 59,378 38,761 110,065 74,120 Loans servicing fees ..................... 61,221 37,413 93,285 63,960 Net realized gain on sale of securities .. 0 0 0 0 Other .................................... 32,899 26,547 64,461 55,717 ---------- ---------- ---------- ---------- Total noninterest income .............. 153,498 102,721 267,811 193,797 See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME Three and Six Months ended June 30, 1997 (continued) Three Months Ended Six Months Ended June 30 June 30 ------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- (Unaudited) Noninterest expense Salaries and employee benefits ........... 356,163 318,759 739,165 651,487 Occupancy ................................ 85,569 66,037 155,636 131,986 Data processing .......................... 78,924 66,915 151,824 141,456 Insurance expense ........................ 13,900 38,981 26,585 77,279 Professional fees ........................ 54,074 38,021 90,137 80,354 Correspondent bank charges ............... 36,293 37,192 73,217 71,800 Other expense ............................ 141,995 111,191 280,093 213,626 ---------- ---------- ---------- ---------- Total noninterest expense ............. 766,918 677,096 1,516,657 1,367,988 ---------- ---------- ---------- ---------- Income before income taxes ................. 869,683 758,352 1,678,053 1,394,301 Income tax expense ......................... 348,054 295,336 662,684 534,038 ---------- ---------- ---------- ---------- Net income ................................. $ 521,629 $ 463,016 $1,015,369 $ 860,263 ========== ========== ========== ========== Earnings per share subsequent to conversion ............................. $ .32 $ .24 $ .62 $ .44 See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY Six months ended June 30, 1997 (Unaudited) Net Unearned Unearned Unrealized Employee Recognition Appreciation Additional Stock and on Securities Common Paid-in Retained Ownership Retention Available- Stock Capital Earnings Plan Shares Plan Shares For-Sale ------ ---------- ---------- ---------- --------- ------- Balance, January 1, 1997 ... 21,821 21,253,458 12,338,919 (1,454,750) (820,109) 15,799 Dividends Paid $0.08 per share year to date ....... -- -- (284,625) -- -- -- Shares committed to be released under ESOP ....... -- 36,370 -- 72,737 -- Purchase of 47,859 shares of Treasury Stock ... -- -- -- -- -- Purchase of RRP Stock ...... -- -- -- -- -- -- Amortization of RRP Contributions ............ -- -- -- -- 102,514 -- Change in net unrealized appreciation on securities available-for-sale ....... -- -- -- -- -- (15,086) Net Income June 30, 1997 ... -- -- 1,015,369 -- -- -- ------ ---------- ---------- ---------- --------- ------- Balances, June 30, 1997 .... 21,821 21,289,828 13,069,663 (1,382,013) (717,595) 713 ====== ========== ========== ========== ========= ======= See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY Six months ended June 30, 1997 (continued) (Unaudited) Total Treasury Shareholders' Stock Equity Balance, January 1, 1997 (4,826,022) 26,529,116 Dividends Paid $0.08 per share year to date - (284,625) Shares committed to be released under ESOP - 109,107 Purchase of 47,859 shares of Treasury Stock (682,836) (682,836) Purchase of RRP Stock - - Amortization of RRP Contributions - 102,514 Change in net unrealized appreciation on securities available-for-sale - (15,086) Net Income June 30, 1997 - 1,015,369 ---------- ---------- Balances, June 30, 1997 (5,508,858) 26,773,559 ========== ========== See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30, 1997 and 1996 Six Months Ended June 30, 1997 1996 ------------ ------------ (Unaudited) Cash flows from operating activities Net income .............................................................. $ 1,015,369 $ 860,263 Adjustments to reconcile net income to net cash from operating activities Net (gain) loss on sale of premises and equipment .................... 0 0 Gain on sale of securities ........................................... 0 0 Gain on sale of foreclosed real estate ............................... 0 0 Provision for loan losses ............................................ 117,000 97,295 Depreciation and amortization, net of accretion ...................... 69,075 108,147 Amortization of ESOP - SOP 93-6 ...................................... 109,107 129,186 Amortization of RRP Contributions .................................... 102,514 102,514 Net change in other assets ........................................... (256,133) (17,565) Net change in accrued interest receivable ............................ 220,339 (84,381) Net change in accrued payable and other liabilities .................. (851,917) (37,027) ------------ ------------ Total adjustments ................................................ (490,015) 268,331 ------------ ------------ Net cash from operating activities ........................... 525,354 1,128,594 Cash flows from investing activities Proceeds from maturities and principal repayments of securities held to maturity ...................................................... 102,702 61,948 Proceeds from maturities and principal repayments of securities available for sale .................................................... 0 600,000 Proceeds from sale of securities available for sale ..................... 0 600,000 Purchases of securities available for sale .............................. (1,018,753) (7,423,133) Purchases of securities held to maturity ................................ 0 0 Purchase of FHLB Stock .................................................. (200,000) (425,000) Net change interest-earning deposits in financial institutions .......... 0 0 Proceeds from sale of participation loans ............................... 0 0 Purchase of participation loans ......................................... 0 0 Net change in loans ..................................................... (9,034,667) (11,413,789) Expenditures on premises and equipment .................................. 0 0 Purchase of sale of premises, furniture and equipment ................... (59,746) (8,242) Proceeds from sales of foreclosed real estate .......................... 0 0 ------------ ------------ Net cash from investing activities ...................................... (10,210,464) (18,008,216) See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30, 1997 and 1996 (continued) Six Months Ended June 30, 1997 1996 ------------ ------------ (Unaudited) Cash flows from financing activities Advances from FHLB ...................................................... 28,000,000 31,495,044 Repayment of FHLB advances .............................................. (23,000,000) (19,000,000) Cash dividends paid ..................................................... (284,625) (318,284) Proceeds from issuance of stock, net of conversion costs and stock acquired by ESOP ...................................................... 0 0 Increase (decrease) in advances from borrowers for taxes and insurance .. 5,042 (7,305) Repurchase stock ........................................................ (682,836) (2,622,556) Net increase (decrease) in deposits ..................................... 2,377,248 6,036,827 ------------ ------------ Net cash from financing activities ................................. 6,414,829 15,583,726 ------------ ------------ Net increase in cash and cash equivalents ................................. (3,270,281) (1,295,896) Cash and cash equivalents at beginning of period .......................... 6,672,374 4,672,341 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 3,402,093 $ 3,376,445 ============ ============ Cash paid during the period for: Interest ............................................................. $ 3,700,717 $ 2,792,488 Income taxes ......................................................... 670,308 598,446 See accompanying notes to financial statements NORTHEAST INDIANA BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three and Six months ended June 30, 1997 and 1996 NOTE 1 - BASIS OF PRESENTATION The unaudited information for the three months and six ended June 30, 1997 and 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"). 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 six 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, 1997, 29,095 shares have been distributed to the plan participants. NOTE 4 - EARNINGS PER SHARE Earnings per common share have been computed by dividing net income by the weighted average number of shares of common stock outstanding for the periods presented. Earnings per share for the three and six months ended June 30, 1996 was $0.24 and $0.44 per common share. Earnings per common share for the three and six months ended June 30, 1997 was $0.32 and $0.62. NOTE 5 - COMMON STOCK CASH DIVIDENDS On July 25, 1997 the Board of Directors of Northeast Indiana Bancorp, Inc. announced a quarterly cash dividend of $.08 per share. The dividend will be paid on August 18, 1997 to shareholders of record on August 4, 1997. The payment of the cash dividend will reduce shareholders' equity (third quarter) by $141,018. NOTE 6 - STOCK REPURCHASE PLAN On July 18, 1997 Northeast Indiana Bancorp, Inc. (the "Company") announced its intention to repurchase 10% of the outstanding shares in the open market as Treasury Shares over the next twelve months. This program will total up to 176,273 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 June 30, 1997, the capital requirements for the Bank under FIRREA and the Bank's actual capital ratios. As of June 30, 1997, 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 ......... $ 8,663 8.0% $23,271 21.49% Core capital ............... 5,293 3.0% 22,368 12.68% Tangible capital ........... 2,646 1.5% 22,368 12.68% NOTE 8 - RECLASSIFICATIONS Certain amounts in the 1996 consolidated financial statements have been reclassified to conform to the 1997 presentation. NORTHEAST INDIANA BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 June 30, 1997, 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 $6.8 million or 4.0% from $169.5 million at December 31, 1996 to $176.3 million at June 30, 1997. This increase was due primarily to funds generated from increased deposits growth of $2.4 million and increased borrowings of $5.0 so that new loans could be funded. In addition to asset growth through the first six months of 1997 we purchased 2% of the outstanding shares to fund Treasury Stock which reduced our capital. The Bank's cash and cash equivalents decreased $3.3 million from $6.7 million at December 31, 1996 to $3.4 million at June 30, 1997. This decrease was due primarily from the funds being used to fund the net increase in loans. FINANCIAL CONDITION (Continued) Net loans receivable increased $8.8 million or 6.0% from $146.9 million at December 31, 1996 to $155.7 million at June 30, 1997. The increase in loans during the first six months of 1997 was predominantly in net mortgage loans which accounted for $4.9 million of the increase, and also consumer and commercial products increasing because of the generally favorable market conditions. Allowances for loan losses increased $58,500 through the three months ended June 30, 1997. 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 $1,112,000 include specific reserves for loans or partial loans classified as doubtful in the amount of $209,000. INVESTMENTS Securities available-for-sale increased $1.2 million from $11.5 million at December 31, 1996 to $12.7 million at June 30, 1997. This increase was due to the purchase of investments used to maintain our liquidity requirements. RESULTS OF OPERATIONS The Company had net income of $521,000 or $0.32 per share and $1.0 million or $0.62 per share for the three and six months ended June 30, 1997 compared to $463,000 or $0.24 per share and $860,000 or $0.44 per share for the three and six months ended June 30, 1996. Net interest income increased to $1.5 million for the second quarter and $3.7 million for the six months ended June 30, 1997 compared to $1.4 million and $2.7 million for the three and six months ended June 30, 1996. Interest income increased $577,000 to $3.4 million from $2.8 million for the second quarter June 30, 1997 and June 30, 1996, respectively. For the second quarter interest expense increased $419,000 to $1.9 million from $1.5 million for the quarter ended June 30, 1997 and 1996, respectively. The increased expense for the period was due to a combination of higher average balances in deposits and advances. Provisions for loan losses increased by $7,500 and decreased by $16,000 for the three and six months ended June 30, 1997 compared to the same period ended June 30, 1996. Non-interest expense increased to $767,000 and $1.5 million for the three and six months ended June 30, 1997 compared to $677,000 and $1.4 million for the corresponding period in 1996. This represents an increase of $90,000 and $148,000 for the three and six months ended June 30, 1997. The majority of the increase was reflected in compensation and benefits which showed an increase of $37,000 to $356,000 and an increase of $87,000 to $739,000 for the three and six months ended, respectively. The increased expense is due to providing for growth in employment needed to sustain growth in the institution. Income tax expense is up for the three and six months ended June 30, 1997 due to higher taxable income compared to 1996. 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 $58,000 and $117,000 for the three and six months ended June 30, 1997 compared to $51,000 and $133,000 for the same periods ended June 30, 1996. 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. 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: June 30 December 31 1997 1996 ---- ---- Non-accruing loans .................................... $652 $705 Accruing loans delinquent 90 days and more ............ -- -- Troubled debt restructuring ........................... -- -- Foreclosed assets ..................................... 48 8 ---- ---- Total non-performing assets $700 $713 ==== ==== Total non-performing assets as a percentage 0.40% 0.42% ==== ==== Total non-performing assets decreased from $713,000 to $700,000 or 0.40% of total assets at June 30, 1997 from 0.42% of total assets at December 31, 1996. 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 June 30, 1997, the Bank exceeded all regulatory capital standards. NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES (Continued) At June 30, 1997, the Bank's risk based capital was $23.3 million or 21.49% of risk adjusted assets which exceeds the $8.7 million and the 8.0% OTS requirement by $14.6 million and 13.49%. The Bank's core capital at June 30, 1997 is $22.4 million or 12.68% which exceeds the OTS requirement of $5.3 million and 3.00% by $17.1 million and 9.68%. The tangible capital requirement is $2.6 million and 1.50% which the Bank exceeded by $19.8 million and 11.18% which is reflected by June 30, 1997 tangible capital balance of $22.4 million and a 12.68% 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. 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 June 30, 1997, First Federal's liquidity ratio was 5.42%, 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 June 30, 1997, First Federal had commitments to originate loans and to fund open lines of credit totaling $17.5 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 As a result of the SAIF recapitalization in September 1997 the FDIC has amended its regulation concerning the insurance premiums payable by SAIF-insured institutions. The FDIC has reduced the SAIF insurance premium to a range of 0 to 27 basis points per $100 of domestic deposits, effective January 1, 1997. The Bank qualifies for the minimum SAIF assessment. Additionally, the FDIC has imposed a FICO assessment on SAIF-assessable deposits for the first semi-annual period of 1997 equal to 6.48 basis points per $100 of domestic deposits, as compared to a FICO assessment on BIF-assessable deposits for that same period equal to 1.30 basis points per $100 of domestic deposits. PART II ITEM 1 - LEGAL PROCEEDING The Company and First Federal are involved from time to time, as plaintiff or defendant in various legal actions arising from the normal course of their businesses. While the ultimate outcome of these proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these proceedings should not have a material effect on the Company's results of operations on a consolidated basis. ITEM 2 - CHANGES IN SECURITIES None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER (a) The Annual Meeting of Shareholders ("the meeting") of Northeast Indiana Bancorp, Inc. was held on April 23, 1997. The matters approved by shareholders at the meeting and the number of votes cast for, against or withheld (as well as the number of abstentions) as to each matter are set forth below: (1) The Election of the following directors for a three year term: Samuel Preston, Jr. VOTES: FOR WITHHELD ------ --- -------- 1,373,061 16,800 Randall C. Rider VOTES: FOR WITHHELD ------ --- -------- 1,373,386 16,975 (2) Ratification of Crowe, Chizek and Company, LLP as auditors for the year ending December 31, 1997 VOTES: FOR AGAINST ABSTAIN ------ --- ------- ------- 1,385,666 1,525 3,170 ITEM 5 - OTHER INFORMATION None PART II CONTINUED ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K (1) April 17, 1997, Press Release announcing First Quarter Earnings (2) April 24, 1997, Press Release announcing Cash Dividend and Second Annual Shareholder's Meeting (3) July 16, 1997, Press Release announcing Second Quarter Earnings (4) July 18, 1997, Press Release announcing Stock Repurchase Program (5) July 25, 1997 Press Release announcing 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: August 13, 1997 By: /S/ STEPHEN E. ZAHN ------------------- Stephen E. Zahn President and Chief Executive Officer (Duly Authorized Officer) Date: August 13, 1997 By: /S/ DARRELL E. BLOCKER ---------------------- Darrell E. Blocker Senior Vice President and Chief Financial Officer (Principal Financial Officer)