SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
March 31, 1996
Commission File Number 34-0-18162
PEOPLE'S SAVINGS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Connecticut 06-1259026
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 Broad Street, New Britain, CT 06053
(Address of principal executive offices) (ZIP Code)
(203) 224-7771
(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 reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
2,520,574 shares issued and
outstanding, (including
605,461 shares in treasury)
as of March 31, 1996
Common Stock, par value $1.00 per share
PEOPLE'S SAVINGS FINANCIAL CORP.
Table of Contents
PART I - FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements (Unaudited)
(a) Condensed Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995 3
(b) Condensed Consolidated Statements of Income -
Three months ended March 31, 1996 and 1995; 4
(c) Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 1996 and 1995 5
(d) Notes to the Condensed Consolidated Financial
Statements - March 31, 1996 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security
Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Part I. Financial Information
Item 1. Financial Statements
PEOPLE'S SAVINGS FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
March 31, December 31,
1996 1995
(Unaudited)
Non-interest bearing deposits and cash $6,694 $6,816
Federal funds sold and FHLB overnight deposits 15,153 21,346
Cash and Cash Equivalents 21,847 28,162
Investment securities
Available for sale (at market) 90,584 91,128
Held to maturity (market value: $35,533 at
March 31, 1996 and $38,259 at
December 31, 1995) 36,281 38,461
Capital stock of the Federal Home Loan Bank 2,736 2,643
Loans held for sale 1,033 927
Loans, net (allowance for loan losses
1996-$1,568; 1995-$1,578) 241,817 236,792
Bank premises and equipment 2,321 2,370
Foreclosed real estate 91 178
Accrued income receivable 3,753 3,748
Goodwill 3,282 3,330
Other assets 2,531 2,455
Total Assets $406,276 $410,164
Liabilities and Shareholders' Equity
Liabilities
Non-interest bearing demand deposits $5,914 $5,606
Interest bearing deposits 336,267 333,759
Total deposits 342,181 339,365
Mortgagors' escrow accounts 1,533 2,490
Advances from Federal Home Loan Bank of Boston 14,608 18,950
Accrued expenses 1,282 1,239
Other liabilities 2,747 3,407
Total Liabilities 362,351 365,451
Shareholders' Equity
Common stock, ($1.00 par value), 10,000,000
shares authorized; 2,520,574, and 2,511,824
shares issued and outstanding at March 31,
1996 and December 31, 1995, respectively
(including shares in treasury of 605,461 and
559,461 at March 31, 1996 and December 31,
1995, respectively) 2,521 2,512
Additional paid in capital 21,920 21,834
Retained earnings 27,886 27,421
Unrealized gains (losses) on securities available
for sale, net of taxes (216) 196
Cost of treasury stock (8,186) (7,250)
Total Shareholders' Equity 43,925 44,713
Total Liabilities and Shareholders' Equity $406,276 $410,164
See notes to the condensed consolidated financial statements.
PEOPLE'S SAVINGS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
unaudited
Three Months Ended
March 31,
1996 1995
Interest Income:
Loans, including fees $4,781 $4,351
Investment Securities 2,101 1,968
Trading Account - 45
Short-term Investments 177 141
Total Interest Income 7,059 6,505
Interest Expense:
Interest on deposits 3,557 2,880
Interest on advances from Federal
Home Loan Bank of Boston 215 415
Total Interest Expense 3,772 3,295
Net Interest Income 3,287 3,210
Provision for Loan Losses 64 36
Net Interest Income after Provision
for Loan Losses 3,223 3,174
Other Income:
Service charges and fees 260 253
Trust fees 318 259
Net Investment Securities Gains
(Losses) (20) 4
Trading Account Gains (Losses) - 49
Unrealized Losses on Loans Held
for Sale (69) -
Other Operating Income 77 32
Total Other Income 566 597
Other Expenses:
Salaries and Benefits 1,249 1,038
Occupancy 268 248
Furniture and Equipment 221 224
FDIC Deposit Insurance 1 182
Other Real Estate Expenses
(Recoveries) (1) 53
Other Operating Expenses 630 613
Total Other Expenses 2,368 2,358
Income Before Income Taxes 1,421 1,413
Income Taxes 533 577
Net Income $888 $836
Per Share Data:
Net Income $0.45 $0.42
Weighted Average Common Shares
Outstanding 1,968,574 1,988,286
Dividends Declared Per Share $0.22 $0.22
See notes to condensed consolidated financial statements.
PEOPLES'S SAVINGS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
Three months ended
March 31,
1996 1995
Operating activities
Net Income $ 888 $ 836
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation 122 112
Accretion and amortization of bond premiums
and discounts, net 30 6
Provision for loan losses 64 36
Amortization of net deferred loan fees (43) (51)
Decrease in trading account securities - 5,461
Loans sold - 674
Realized investment securities (gains) losses 20 (4)
Writedowns on foreclosed real estate 8 27
Goodwill amortization 96 76
Increase in accrued expenses 43 88
Other items, net (741) 758
Net cash provided by operating activities 487 8,019
Investing activities
Purchases of available-for-sale securities (14,366) (3,547)
Proceeds from sale of available-for-sale securities 14 -
Proceeds from maturities of available-for-sale
securities 14,364 8
Purchases of held-to-maturity securities - -
Proceeds from maturities of held-to-maturity securities 2,157 1,939
Net increase in loans (5,327) (3,894)
Purchases of premises and equipment, net (73) (137)
Foreclosed real estate sold 176 513
Net cash used by investing activities (3,055) (5,118)
Financing activities
Net decrease in demand deposits, NOW accounts,
savings accounts, and mortgagors' escrow accounts (141) (15,689)
Net increase in time deposits 2,000 21,704
Net decrease in borrowings from
the Federal Home Loan Bank of Boston (4,342) (8,500)
Cash Dividends paid (423) (429)
Acquisition of treasury stock (936) (721)
Issuance of Common Stock 95 26
Net cash used by financing activities (3,747) (3,609)
Decrease in cash and cash equivalents (6,315) (708)
Cash and cash equivalents at January 1 28,162 19,414
Cash and cash equivalents at March 31 21,847 18,706
Noncash investing and financing activities
Increase (decrease) in net unrealized holding gains
(losses) on securities carried at market (700) 1,666
Transfer of loans to foreclosed real estate 97 228
See notes to condensed consolidated financial statements.
PEOPLE'S SAVINGS FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
Note A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three month period ended March 31, 1996 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1996 For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995.
Certain 1995 amounts have been reclassified to conform with the 1996
presentation. These reclassifications had no impact on net income.
Note B - CHANGES IN ACCOUNTING PRINCIPLES
On January 1, 1996, the Corporation adopted Statement of Financial Accounting
Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of. The adoption of this accounting
standard had no impact on the Corporation's financial condition or results of
operations because, in the opinion of management, it did not hold any long-
lived assets that were impaired.
On January 1, 1996, the Corporation adopted Statement of Financial Accounting
Standards No. 122 "Accounting for Mortgage Servicing Rights - an amendment of
FASB Statement No. 65." The adoption of this accounting standard had an
immaterial impact on the Corporation's financial condition and results of
operations because it only originated for sale $1.03 million of loans during
the quarter ended March 31, 1996 resulting in capitalized originated loan
servicing rights of approximately $10,000.
Note C - SECURITIES
The amortized cost and estimated market values of investment securities for
March 31, 1996 and December 31, 1995 are as follows.
Net
Estimated Gross Gross Unrealized
Amortized Market Unrealized Unrealized Gains/
Cost Value Gains Losses (Losses)
(in thousands),
March 31, 1996
Available for sale
United States Government
and agency obligations $38,029 $37,559 $36 $506 ($470)
Corporate securities 7,635 7,664 34 5 29
Mortgage-backed securities 26,444 26,504 279 219 60
Total debt securities 72,108 71,727 349 730 (381)
Marketable equity
securities 11,167 11,286 213 94 119
Mutual funds 7,659 7,571 - 88 (88)
$90,934 $90,584 $562 $912 ($350)
Held to maturity
United States Government
and agency obligations $8,996 $8,993 $27 $30 ($3)
Mortgage-backed securities 27,285 26,540 1 746 (745)
$36,281 $35,533 $28 $776 ($748)
Net
Estimated Gross Gross Unrealized
Amortized Market Unrealized Unrealized Gains/
Cost Value Gains Losses (Losses)
(in thousands),
December 31, 1995
Available for sale
United States Government
and agency obligations $44,506 $44,553 $159 $112 $47
State of Connecticut
taxable obligations 1,250 1,251 1 - 1
Corporate securities 8,133 8,227 95 1 94
Mortgage-backed securities 21,480 21,523 163 120 43
Total debt securities 75,369 75,554 418 233 185
Marketable equity
securities 9,915 10,002 112 25 87
Mutual funds 5,615 5,572 - 43 (43)
$90,899 $91,128 $530 $301 $229
Held to maturity
United States Government
and agency obligations $9,994 $10,026 $55 $23 $32
Mortgage-backed securities 28,467 28,233 35 269 (234)
$38,461 $38,259 $90 $292 ($202)
Note D - LOANS
The following table shows the Corporation's loan distribution at the end of
the three month period ended March 31, 1996 compared to December 31, 1995.
March 31, 1996 December 31, 1995
($ in thousands) Balance % of Total Balance % of Total
Real Estate Loans:
1 to 4 family residential 196,056 79% 193,087 80%
Multifamily (5 or more units) 3,823 2% 3,856 2%
Home equity credit lines 4,582 2% 4,873 2%
Construction and land
development 4,502 2% 3,933 2%
Second mortgages 22,478 9% 21,795 9%
Commercial mortgages 6,958 3% 5,937 2%
Total real estate loans 238,399 97% 233,481 97%
Consumer installment 4,645 2% 4,718 2%
Credit cards 1,276 1% 1,346 1%
Commercial 552 0% 239 0%
Total loans 244,872 100% 239,784 100%
Less: Loans held for sale 1,033 927
Allowance for loan losses 1,568 1,578
Deferred fees 454 487
Net loans 241,817 236,792
Note E - NON-PERFORMING ASSETS
The following table illustrates the composition of the non-performing assets
as of March 31, 1996 and December 31, 1995.
March 31, 1996 December 31, 1995
($ dollars in thousands) # of loans Amount # of loans Amount
Loans past due 90 days or more:
Residential 15 $1,057 10 $711
Installment 1 5 3 10
Total non-performing loans 16 1,062 13 721
Foreclosed real estate:
Residential 2 91 4 98
Commercial real estate - - 2 80
Total foreclosures 2 91 6 178
Repossessed assets 0 0 0 0
Total non-performing assets $1,153 $899
Non-performing assets to total
loans and OREO 0.47% 0.38%
Allowance for loans losses to
non-performing loans 147.64% 218.86%
As a percent of total loans:
Loans past due 90 days or more 0.44% 0.30%
Allowance for loan losses 0.64% 0.66%
Note F - LOAN LOSS RESERVE
The following table summarizes the Corporation's loan loss reserve as of the
three months ended March 31, 1996 and 1995.
(in thousands) Three months ended March 31, 1996 1995
Beginning balance 1,578 1,791
Provision charged to expense 64 30
Net charge-offs 74 88
Ending balance $1,568 $1,733
The allowance for loan losses is maintained at a level believed adequate by
management to absorb potential losses in the loan portfolio. The adequacy
of the allowance is determined by management's evaluation of known and
inherent risks in the loan portfolio and prevailing economic conditions and
the Bank's loss experience. The allowance is increased by provisions for
loan losses charged against income.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
This section presents management's discussion and analysis of the
consolidated results of operations for People's Savings Financial Corp.
(the "Corporation") and The People's Savings Bank of New Britain (the
"Bank") for the three month period ended March 31, 1996 and 1995, and its
financial condition as of March 31, 1996. In order to understand this
section in context, it should be read in conjunction with the consolidated
financial statements and notes thereto.
Financial Condition
At March 31, 1996 total assets were $406.28 million, a decrease of $3.89
million (or .9%) from total assets of $410.16 million at December 31, 1995.
Changes in assets consisted of a decrease in investment securities and cash
and cash equivalents partially offset by an increase in net loans. Total
deposits increased by $2.82 million (or .8%) from December 31, 1995, and
borrowings from the Federal Home Loan Bank totaling $4.32 million were
repaid. The increase in total deposits was primarily due to growth in the
Bank's newer branches. During the quarter 46,000 shares of treasury stock
were purchased at a cost of $.94 million. The Corporation had unrealized
losses on securities available for sale, net of taxes, of $.22 million at
March 31, 1996, a decrease of $.41 million from a gain of $.19 million at
December 31, 1995, primarily due to the rise in interest rates at the end
of the first quarter.
RESULTS OF OPERATIONS
Net income for the three month period ended March 31, 1996 was $888,000 as
compared to $836,000 for the comparable period in 1995. The increase in
income for the three month period was primarily due to a slight increase in
net interest income, increased trust fees, a large decrease in FDIC deposit
insurance premiums, a reduction in other real estate expenses, and a lower
effective tax rate. These increases were partially offset by unrealized
losses on loans held for sale, a decrease in trading account gains, and an
increase in salaries and benefits. These increases in salaries and benefit
expenses relate to our recent expansion efforts.
AVERAGE BALANCES, INTEREST, YIELDS AND RATES
The following table presents condensed daily average statements of
condition, which include non-accrual loans, the components of net interest
income and selected statistical data.
Three months ended
March 31,
(dollars in
thousands)
Annualized Variance
Average Balance Average rate Interest Inc. due to
1996 1995 1996 1995 1996 1995 (dec) Vol. Rate
Loans $240,688 $230,054 7.95% 7.57% $4,781 $4,351 $430 $206 $224
Investment
secur-
ities(a) 148,086 152,902 6.29% 5.66% 2,278 2,154 124 (65) 189
Total(a) 388,774 382,956 7.31% 6.81% 7,059 6,505 554 141 413
Other assets 15,492 15,317
Total
assets $404,266 $398,273
Deposits $335,492 $319,954 4.24% 3.60% 3,557 2,880 677 145 532
Borrowings 14,672 29,140 5.86% 5.70% 215 415 (200) (212) 12
Total 350,164 349,094 4.31% 3.78% 3,772 3,295 477 (67) 544
Demand
deposits 5,174 4,498
Other
liabilities 4,076 3,181
Stockholders'
equity 44,852 41,500
Total
liabilities
and
stock-
holders'
equity $404,266 $398,273
Net interest income $3,287 $3,210 $77 $208 ($131)
Net interest rate spread(a) 3.00% 3.03%
Net interest rate margin(a) 3.38% 3.35%
(a) tax adjusted yield
The average balances, interest, yields and rates table shows that for the
three month period ended March 31, 1996 compared to the same period in 1995
there was an increase in interest income caused primarily by increased
volume of loans and yield on loans, and yield on investments offset by
lower investment balances. The comparison of interest expense for the
three month period ended March 31, 1996 compared to the same period in 1995
shows that interest expense increased primarily due to increased rates on
deposits, and to a lesser extent increased volume of deposits, partially
offset by a decrease in the volume of borrowings. This activity is
consistent with the changes in the Corporation's balance sheet and
continued increases in short-term interest rates during the quarter.
Net interest rate spreads decreased slightly during the three month period
ended March 31, 1996 when compared to the same period last year, because
the Bank's yield on earning assets increased less than the rate the Bank
paid on its interest bearing liabilities. The increase in the yield on
earning assets was due to increased yield on loans and investments. The
rate the Bank pays on its interest bearing liabilities increased primarily
due to higher interest rates on the Bank's deposits, which includes a shift
in deposits to higher interest rate certificate of deposits from lower
interest rate deposit accounts. The net interest rate margin increased
slightly for the three month period ended March 31, 1996 when compared to
the same period of 1995, primarily due to interest income increasing by a
larger percentage than the increase in average interest earning assets,
partially offset by the reasons mentioned above. Net interest income for
the three month period ended March 31, 1996 increased primarily due to the
increase in the net interest rate margin.
CAPITAL
The Corporation's and the Bank's Tier 1 leverage capital ratios at March
31, 1996 were 10.19% and 9.52% respectively. The Corporation's and the
Bank's total risk-based capital ratios at March 31, 1996 were 19.39% and
18.17% respectively. The Corporation's and the Bank's Tier 1 risk-based
capital ratios at March 31, 1996 were 18.67% and 17.45%, respectively. All
of the Corporation's and the Bank's ratios as of March 31, 1996 were well
above applicable minimums. As of March 31, 1996, the Corporation and the
Bank fall within the highest capital category of "well capitalized" under
the rules of the Federal Reserve Board and the Federal Deposit Insurance
Corporation.
OTHER INCOME, OTHER EXPENSE, AND TAXES
The following table details the significant increases and decreases in
other income for the three month period ended March 31.
Three Months ended
Other income March 31,
(dollars in thousands) 1996 1995 Inc(dec) %
Service charges and fees $260 $253 $ 7 2.8%
Trust fees 318 259 59 22.8
Net investment securities gains (losses) (20) 4 (24) (600.0)
Trading account gains (losses) - 49 (49) (100.0)
Unrealized losses on loan held for sale (69) - (69) N/M
Other operating income 77 32 45 140.6
Total other income $566 $ 597 $ (31) (5.2)%
Other income for the three month period ended March 31, 1996 decreased by
$31,000 as compared to the same period in 1995. The decrease was primarily
due to unrealized losses on loans held for sale, investment securities
losses and a decrease in trading account gains. The unrealized losses on
loans held for sale was due to the rise in interest rates during the
quarter which decreased the market value of these loans. These decreases
were partially offset by increased trust fees and other operating income.
Trust assets under management at March 31, 1996 totaled $336,000,000.00
compared to $229,000,000.00 at March 31, 1995, an increase of 46.7%. During
the first quarter of 1995 the Bank's trading account was liquidated.
The following table details the significant increases and decreases in
other expenses for the three month period ended March 31.
Three Months ended
Other expenses March 31,
(dollars in thousands) 1996 1995 Inc(dec) %
Salaries and benefits $1,249 $1,038 $211 20.3%
Occupancy 268 248 20 8.1
Furniture and equipment 221 224 (3) (1.3)
FDIC deposit insurance 1 182 (181) (99.5)
Other real estate expenses (1) 53 (54) (101.9)
Other operating expenses 630 613 17 2.8
Total other expenses $2,368 $2,358 $ 10 0.4%
Non-interest expense increased slightly for the three month period ended
March 31, 1996, from the comparable period of 1995. The increase was
primarily due to increased salaries and benefit expenses, caused primarily
by the continued growth of our trust department and our new commercial loan
department. This increase was partially offset by a reduction in FDIC
deposit insurance premiums. The Bank paid a rate of $.23 per year for
every $100 during the first quarter ended March 31, 1995, compared to a
rate of $.00 per year for every $100 in deposits during the first quarter
of 1996. The Bank will continue to pay a rate of $.00 plus a flat $500.00
fee per quarter until such time that the FDIC changes the rate. Other real
estate expenses decreased when compared to 1995 due to gains on sales of
foreclosed real estate record during the first quarter of 1996 and a
reduced number of foreclosed properties.
The effective tax rate for the three month period ended March 31, 1996
decreased to 37.5% from 40.8% for the same period in 1995. The decrease
was primarily due to an increase in dividend income which qualifies for the
Federal dividend received deduction and a decrease in the State of
Connecticut tax rate to 10.75% from 11.25%
PEOPLE'S SAVINGS FINANCIAL CORP.
Part II Other Information
Item 1. Legal Proceedings
There are no material pending legal proceedings to which the Corporation or
its subsidiary is a party, or of which any of their property is the
subject, other than ordinary routine litigation in the normal course of
business.
Item 2. Changes in Securities
During the first quarter of 1996, there were no changes which would
materially modify the rights of the holders of the Corporation's registered
securities.
Item 3. Defaults Upon Senior Securities
The Corporation and its subsidiary are not in default with respect to the
payment of principal or interest related to any outstanding borrowing.
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
11.1 Computation of net income per common share.
(B) Reports on Form 8-K:
None.
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.
PEOPLE'S SAVINGS FINANCIAL CORP.
Date: May 13, 1996 By: /s/ Richard S. Mansfield
Richard S. Mansfield
President and Chief Executive
Officer
Date: May 13, 1996 By: /s/ John G. Medvec
John G. Medvec
Executive Vice President and
Treasurer
Exhibit 11.1
PEOPLE'S SAVINGS FINANCIAL CORP.
COMPUTATION OF NET INCOME PER COMMON SHARE
(in thousands except per share amounts)
Three months ended
March 31,
1996 1995
Net income -
primary and fully diluted $888 $836
Weighted Average Common Stock
and Common Equivalent Stock
Weighted average common stock
outstanding 1,932 1,962
Assumed conversion (as of the
beginning of each period or
upon issuance during a period)
of stock options outstanding at
the end of each period 32 26
Weighted average common stock
outstanding - primary 1,964 1,988
Weighted average common stock
outstanding 1,932 1,962
Assumed conversion (as of the
beginning of each period or
upon issuance during a period)
of stock options outstanding
at the end of each period 36 24
Weighted average common stock
outstanding - fully diluted 1,968 1,986
Earnings Per Common and Common
Equivalent Share
Primary $0.45 $0.42
Fully diluted $0.45 $0.42