FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OTS Docket number 06172 Commission File Number 0-25486 ST. LANDRY FINANCIAL CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 72-1284436 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Post Office Box 72, Opelousas, Louisiana 70571-0072 (Address of principal executive offices) (Zip Code) (318) 942-5748 (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 of the Securities Exchange Act of 1934 during the past 12 months (or 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 State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: Common Stock, par value $.01 per share 409,423 Class (Outstanding at June 30, 1997) Transitional Small Business Disclosure Format: Yes No X ST. LANDRY FINANCIAL CORPORATION INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements 1 Consolidated Statement of Financial Condition, September 30, 1996 and June 30, 1997 2 Consolidated Statement of Operations, Quarters Ended June 30, 1996 and 1997 3 Consolidated Statement of Operations, Nine Months Ended June 30, 1996 and 1997 4 Consolidated Statement of Changes in Stockholder's Equity 5 Consolidated Statement of Cash Flows, Nine Months Ended June 30, 1996 and 1997 6-7 Notes to Consolidated Financial Statements 8-9 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 10-17 PART II. OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes Upon Securities 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 SIGNATURES 19 ST LANDRY FINANCIAL CORPORATION OPELOUSAS, LOUISIANA STATEMENTS OF FINANCIAL CONDITION SEPTEMBER 30, 1996 AND JUNE 30, 1997 SEPTEMBER 30, JUNE 30, 1996 1997 ------------ ----------- ASSETS Cash and cash equivalents $ 385,363 $ 195,772 Investment securities - available for sale 1,773,450 1,952,452 Investment securities - held to maturity 989,595 1,087,187 Mortgage-backed securities - available for sale 9,484,872 10,927,111 Mortgage-backed securities - held to maturity 2,854,260 1,843,082 Federal Home Loan Bank stock 444,300 485,100 Loans receivable, net 39,856,672 41,118,277 Accrued interest receivable 264,365 282,720 Foreclosed real estate, net of allowance 97,827 86,404 Premises and equipment 605,178 637,744 Other assets 100,774 44,460 ----------- ----------- Total assets $56,856,656 $58,660,309 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $41,985,963 $42,654,431 Advances from Federal Home Loan Bank 7,561,322 8,811,202 Advances by borrowers for taxes and insurance 92,468 90,750 Federal income taxes: Currently payable 0 53,025 Deferred payable 37,127 114,517 Accrued expenses and other liabilities 476,528 218,056 ----------- ----------- Total liabilities 50,153,408 51,941,981 ----------- ----------- Stockholders' Equity: Common stock, $.01 par value, 1,500,000 shares authorized; 459,093 shares outstanding 4,591 4,591 Preferred stock, $.01 par value, 500,000 shares authorized; 0 shares outstanding Additional paid in capital 3,347,621 3,347,621 Treasury Stock, (22,955 and 49,670 shares, respectively) (350,561) (757,199) Unearned ESOP shares (228,624) (228,624) Unearned Recognition and Retention Plan shares (291,153) (236,452) Retained Earnings 4,049,776 4,266,565 Net unrealized gain on available-for-sale securities 171,598 321,826 ----------- ----------- Total stockholders' equity 6,703,248 6,718,328 ----------- ----------- Total liabilities and stockholders' equity $56,856,656 $58,660,309 =========== =========== /TABLE ST LANDRY FINANCIAL CORPORATION OPELOUSAS, LOUISIANA STATEMENTS OF INCOME QUARTER ENDED JUNE 30, 1996 AND 1997 JUNE 30, JUNE 30, 1996 1997 ----------- ---------- INTEREST INCOME Loans receivable First mortgage loans $ 752,425 $ 784,959 Savings account loans 10,566 10,385 Consumer loans 26,193 16,764 Investment securities 45,241 52,189 Mortgage-backed securities 189,693 201,074 ---------- ---------- Total interest income 1,024,118 1,065,371 ---------- ---------- INTEREST EXPENSE Deposits 488,661 529,014 Borrowed funds 72,245 112,532 ---------- ---------- Total interest expense 560,906 641,546 ---------- ---------- Net interest income 463,212 423,825 PROVISION FOR LOAN LOSSES 0 0 ---------- ---------- Net interest income after provision for loan losses 463,212 423,825 ---------- ---------- NON-INTEREST INCOME Service charges and other fees 6,963 7,890 Insurance commissions 5,013 5,223 REO operations 0 0 Other 614 228 ---------- ---------- Total non-interest income 12,590 13,341 ---------- ---------- NON-INTEREST EXPENSE General and administrative Compensation and benefits 156,373 156,305 Occupancy and equipment 32,673 37,251 Marketing and other professional services 29,424 29,145 Deposit insurance premium 25,297 7,050 Net loss (gain) on foreclosed real estate 615 0 Real estate owned expense 5,830 (1,090) Other 34,600 44,493 ---------- ---------- Total non-interest expense 284,812 273,154 ---------- ---------- Income before income taxes 190,990 164,012 INCOME TAX EXPENSE 73,000 68,000 ---------- ---------- NET INCOME 117,990 96,012 ========== ========== EARNINGS PER COMMON SHARE $0.29 $0.25 ========== ========== See accompanying notes to unaudited consolidated financial statements /TABLE ST LANDRY FINANCIAL CORPORATION OPELOUSAS, LOUISIANA STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 1996 AND 1997 JUNE 30, JUNE 30, 1996 1997 ----------- ------------ INTEREST INCOME Loans receivable First mortgage loans $2,200,516 $2,346,186 Savings account loans 30,179 32,838 Consumer loans 75,471 48,547 Investment securities 145,583 142,874 Mortgage-backed securities 544,563 607,181 ---------- ---------- Total interest income 2,996,312 3,177,626 ---------- ---------- INTEREST EXPENSE Deposits 1,468,855 1,542,982 Borrowed funds 171,478 315,529 ---------- ---------- Total interest expense 1,640,333 1,858,511 ---------- ---------- Net interest income 1,355,979 1,319,115 PROVISION FOR LOAN LOSSES 25,000 5,000 ---------- ---------- Net interest income after provision for loan losses 1,330,979 1,314,115 ---------- ---------- NON-INTEREST INCOME Service charges and other fees 14,594 17,415 Insurance commissions 16,848 16,783 REO operations 0 0 Other 1,190 541 ---------- ---------- Total non-interest income 32,632 34,739 ---------- ---------- NON-INTEREST EXPENSE General and administrative Compensation and benefits 511,378 564,719 Occupancy and equipment 92,203 104,297 Marketing and other professional services 88,347 87,181 Deposit insurance premium 75,376 33,352 Net loss (gain) on foreclosed real estate 4,242 690 Real estate owned expense 7,410 (1,229) Other 121,009 175,850 ---------- ---------- Total non-interest expense 899,965 964,860 ---------- ---------- Income before income taxes 463,646 383,994 INCOME TAX EXPENSE 168,000 147,000 ---------- ---------- NET INCOME 295,646 236,994 ========== ========== EARNINGS PER COMMON SHARE $0.71 $0.62 ========== ========== See accompanying notes to unaudited consolidated financial statements /TABLE ST LANDRY FINANCIAL CORPORATION OPELOUSAS, LOUISIANA STATEMENTS OF CASH FLOWS NINE MONTHS ENDED JUNE 30, 1996 AND 1997 JUNE 30, JUNE 30, 1996 1997 ----------- ------------ CASH FLOW FROM OPERATING ACTIVITIES Net income $ 295,646 $ 0,982 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of premiums and discounts on loans and mortgage-backed and related securities 24,003 17,924 Stock dividends - FHLB stock 6,600 0 Provision for loan losses 25,000 5,000 Deferred loan fees (3,121) 991 Depreciation of premises and equipment 26,500 16,900 Net loss(gain) on sale of real estate owned 3,164 690 Net gain on fixed assets 0 0 (Increase) decrease in accrued interest receivable (35,262) (13,736) (Increase) decrease in other assets 49,932 41,195 Increase (decrease) in income taxes payable 42,195 16,350 Increase (decrease) in accrued expenses and other liabilities 8,673 (258,057) ---------- ---------- Net cash provided (used) by operating activities 443,330 (31,761) ---------- ---------- CASH FLOW FROM INVESTING ACTIVITIES Loan originations net of principal repayments (2,114,110) (299,285) Purchase of investment securities- held to maturity 0 (594,811) Maturity of investment securities- held to maturity 500,000 500,000 Purchase of Federal Home Loan Bank stock (31,100) (33,700) Purchase of mortgage-backed securities- available for sale (2,106,334) (1,590,726) Principal repayments of mortgage-backed securities-available for sale 1,173,506 663,010 Principal repayments of mortgage-backed securities-held to maturity 718,783 912,571 Investment in foreclosed real estate (5,931) (6,900) Proceeds from sale of real estate 27,320 3,250 Purchases of premises and equipment (110,393) (36,195) ---------- ---------- Net cash provided (used) by investing activities (1,948,259) (482,786) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ (615,526) $ 626,915 Increase (decrease) in advances from FHLB 2,404,153 34,576 Increase (decrease) in mortgage escrow funds (12,824) 15,087 Proceeds from sale of common stock 0 0 Purchase of treasury stock (291,153) (346,186) Allocation of unearned RRP shares 0 54,701 Cash dividend paid (21,919) 0 ---------- ---------- Net cash provided (used) by financing activities 1,462,731 385,093 ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (42,198) (129,454) CASH AND CASH EQUIVALENTS, beginning of period 140,139 385,363 ---------- ---------- CASH AND CASH EQUIVALENTS, end of period $ 97,941 $ 255,909 ========== ========== SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES Loans originated to facilitate the sale of real estate owned $ 68,580 $ 29,250 ========== ========== Loan principal reductions resulting from foreclosures on real estate owned $ 167,472 $ 0 ========== ========== Increase in unrealized gain (loss) on securities available-for-sale, net of applicable deferred income taxes $ 54,631 $ 51,948 ========== ========== SUPPLEMENTAL SCHEDULE OF INTEREST AND TAXES PAID Interest paid $1,634,618 $1,008,463 ========== ========== Taxes paid $ 109,470 $ 98,484 ========== ========== See accompanying notes to unaudited consolidated financial statements /TABLE ST LANDRY FINANCIAL CORPORATION OPELOUSAS, LOUISIANA STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY JUNE 30, 1997 UNALLOCATED UNALLOCATED TOTAL COMMON TREASURY RETAINED ESOP RRP UNREALIZED SHAREHOLDERS' STOCK STOCK EARNINGS SHARES SHARES GAIN (L0SS) EQUITY --------- --------- --------- ----------- ----------- ---------- ------------- Balance October 1, 1996 3,352,212 (350,561) 4,049,776 (228,624) (291,153) 171,598 6,703,248 Net change in unrealized gain (loss) on available- for-sale securities 150,228 150,228 Purchase of Treasury Stock (406,638) (406,638) Allocation of earned RRP shares 54,701 54,701 Cash Dividends paid on June 24, 1997 (20,205) (20,205) Net income for the nine months ended June 30, 1997 236,994 236,994 --------- -------- --------- -------- -------- ------- --------- Balance at June 30, 1997 3,352,212 (757,199) 4,266,565 (228,624) (236,452) 321,826 6,718,328 ========= ======== ========= ======== ======== ======= ========= ST. LANDRY FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1--Basis of Presentation The financial statements included in this report have been prepared by St. Landry Financial Corporation (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments which are, in the opinion of management, necessary for fair presentation. These financial statements have not been audited by an independent accountant. Certain information and note disclosures normally included in financial statements in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these financial statements be read in conjunction with the financial statements and notes presented in Form 10-KSB filed for the fiscal year ended September 30, 1996. St. Landry Financial Corporation believes that the disclosures are adequate to make the information presented not misleading. The financial data and results of operations for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year. NOTE 2--Earnings Per Share For purpose of calculating earnings per common share the weighted average number of shares outstanding, excluding unallocated ESOP shares and unallocated Recognition and Retention Plan shares, was used. The weighted average number of shares outstanding for the period ended June 30, 1996 was 413,580 (465,013 of the weighted average number of outstanding shares reduced by 33,069 unallocated ESOP shares and 18,364 unallocated Recognition and Retention Plan Shares). The weighted average number of shares outstanding for the period ended June 30,1997 presented was 380,845 (410,523 of the weighted average number of outstanding shares reduced by 28,578 unallocated ESOP shares and 1,100 unallocated Recognition and Retention Plan shares). NOTE 3 --Accounting for Stock-Based-Compensation In October, 1995, the FASB issued SFAS No. 123, "Accounting for Stock- Based Compensation", which is effective for transactions entered into after December 15, 1995. This statement defines a fair value based method of accounting for an employee stock option or similar equity instrument and encourages all entities to adopt that method for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees". Under the fair value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, usually the vesting period. Under the instrinsic value based method, compensation cost is the excess of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. The adoption of SFAS No. 123 had no material impact on the financial statements of St. Landry Financial Corporation. ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The principle business of the Company is that of a community-oriented financial intermediary attracting deposits from the general public and using such deposits to originate one-to-four-family residential loans, and to a lesser extent, commercial real estate, one-to-four-family construction, multi-family and consumer loans. These funds have also been used to purchase mortgage-backed securities, U.S. government and agency obligations and other permissible securities. The Company's results of operations are dependent primarily on net interest income, which is the difference between the income earned on its loan and investment portfolios and the interest paid on deposits and borrowings. Results of operations are also dependent upon the Company's provision for loan losses, the level of non-interest income, including fee income and service charges, and the level of its non-interest expenses, including employee compensation, occupancy expenses, federal insurance premiums and other general and administrative expenses. The Company's results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. The Company's 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 loans and other types of loans, which is in turn affected by the interest rates at which such loans are made, general economic conditions affecting loan demand, the availability of funds for lending activities, and changes in real estate values. FINANCIAL CONDITION The Company's total assets were $56.9 million at September 30, 1996 as compared to $58.6 million at June 30, 1997. The 3.0% increase in assets over the nine month period is a direct result of loan originations exceeding principal repayments and purchases of mortgage backed and investment securities. Net loans receivable increased by $1.2 million from $39.9 million at September 30, 1996 to $41.1 million at June 30, 1997. The increase was due to an increase in originations, in conjunction with a decrease in principal repayments. A portion of these originations were funded with Federal Home Loan Bank advances. Total investment securities increased by $276,000 from $2.7 million at September 30, 1996 to $3.0 million at June 30, 1997. The increase was primarily due to the purchase of a $98,000 CD investment and an increase in unrealized gains on investment securities available for sale totaling $179,000. This increase in unrealized gains on investment securities available for sale was primarily due to favorable interest rates and increased market prices on marketable securities held in the company's portfolio. The Company experienced a $431,000 increase in mortgage-backed securities during the nine month period ending June 30, 1997. Unrealized losses recorded in the mortgage-backed securities-available for sale portfolio amounted to $50,000 at June 30, 1997, a $48,000 reduction from September 30, 1996. Additional mortgage-backed securities were purchased totalling $2.5 million, during the period, partially offset by principal repayments, amortization of premiums, and accretion of discounts. Deposits increased by $668,000 from $41.9 million at September 30, 1996 to $42.6 million at June 30, 1997. The increase was due to additional monies deposited in time deposit certificates based on the Association's emphasizing certificates with six to twelve month maturities. Federal Home Loan Bank advances increased by $1.2 million from $7.6 million at September 30, 1996 to $8.8 million at June 30, 1997. Proceeds from such borrowings were used to fund a portion of the loan originations, and to purchase mortgage-backed securities. Total stockholders' equity increased by $15,000 from $6,703,000 at September 30, 1996 to $6,718,000 at June 30, 1997. Stockholders' equity increased by $150,000, as a result of an after-tax net unrealized gain on investment securities-available for sale and mortgage-backed securities-available for sale. In addition, net income for the nine month period increased total stockholders' equity by $237,000. Partially offsetting these increases was a stock repurchase of 25,615 shares of St. Landry Financial Corporation stock, at a total cost of $406,000, a cash dividend of $20,000 and the first issuance of Recognition and Retention Plan shares totaling $54,000. ASSET QUALITY Non-performing Loans and Investments in Real Estate The table below sets forth the amounts and categories of non-performing assets in the Company's loan portfolio. Loans are placed on non-accrual status when the collection of principal and/or interest becomes doubtful. At the dates presented, the Company had no accruing loans which were contractually past due 90 days or more and no troubled debt restructurings, (which involve forgiving a portion of interest or principal on any loans or making loans at a rate materially less than that of market rates). Foreclosed assets include assets acquired in settlement loans. September 30, 1996 June 30, 1997 ------------------ ------------- (Dollars in Thousands) Non-Performing Assets Non-accruing loans: One-to four-family $623 $563 Consumer 184 9 ---- ---- Total 807 572 Foreclosed assets: one-to four-family 131 123 ---- ---- Total non-performing assets $938 $695 ==== ==== Total as a percentage of total assets 1.65% 1.18% Non-performing assets decreased by $243,000 over the nine month period ended June 30, 1997, due to a decline in non-accruing loans of $235,000, and a decrease in real estate owned of $8,000. Allowance for Loan Losses and Real Estate Owned The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in its loan portfolio and changes in the nature and volume of its loan activity, including those loans which are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an adequate loan loss allowance. Real estate properties acquired through foreclosure are recorded at lower of cost or fair value, less estimated disposition costs. If fair value at the date of foreclosure is lower than the balance of the related loan, the difference will be charged-off to the allowance for loan losses at the time of transfer. Valuations are periodically updated by management and if the value declines, a specific provision for losses on such property is established by a charge to operations. The Company's allowance for loan losses totaled $580,000 and $558,000, for September 30, 1996 and June 30, 1997, respectively. The Allowance for loan losses as a percentage of net loans receivable equaled 1.46% at September 30, 1996 and 1.36% at June 30, 1997. RESULTS OF OPERATIONS Comparison of Operating Results for the Quarters Ended June 30, 1996 and 1997 General. The Company had net income of $118,000 for the three months ended June 30, 1996, as compared to $96,000 for the three months ended June 30, 1997. The decrease in net income was primarily due to a decrease in net interest income of $39,000, partially offset by a decrease of $12,000 in non-interest expense and a decrease of $5,000 in income tax expense. Interest Income. Interest income increased by $41,000 from $1,024,000 for the three months ended June 30, 1996 to $1,065,000 for the three months ended June 30, 1997. This increase was due primarily to the increase in loans receivable and mortgage-backed securities over the comparative three month period. Interest Expense. Interest expense increased by $81,000 from $561,000 for the three months ended June 30, 1996 to $642,000 for the three months ended June 30, 1997. This was due primarily to the increased cost of funds. The cost of funds increased because of increased Federal Home Loan Bank borrowings outstanding during the three months that cost more than deposit accounts and the overall increase in interest rates paid on deposits from the prior year. Total interest-bearing liabilities increased from $47.5 million at June 30, 1996 to $51.5 million at June 30, 1997. The weighted average cost of funds was 4.76% and 5.11% during the three month period ended June 30, 1996 and 1997, respectively. Net Interest Income. The Company's net income is dependent upon net interest income. Net interest income decreased by $39,000 from $463,000 for the three months ended June 30, 1996 to $424,000 for the three months ended June 30, 1997. The decrease was due to a greater increase in interest expense than the increase in interest income, caused by increased yields on deposits and borrowings. Provision for Loan Losses. Provision for loan losses were not deemed necessary for the three months ended June 30, 1997 and 1996. Non-performing assets were $511,000 and $693,000 at June 30, 1996 and 1997, respectively. Non-performing assets as a percentage of total assets were .93% and 1.18% at June 30, 1996 and 1997, respectively. Management and the Board of Directors review the loan loss reserve monthly to determine sufficiency. The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in its loan portfolio and changes in the nature and volume of its loan activity, including those loans which are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an adequate loan loss allowance. Non-interest Income. Non-interest income was relatively consistent during the three month ended June 30, 1996 and June 30, 1997. Non-interest Expense. Total non-interest expense decreased by $12,000 from $285,000 for the three months ended June 30, 1996 to $273,000 for the three months ended June 30, 1997. Decreases in real estate owned of $8,000 and FDIC insurance premiums of $18,000 were offset by increases in occupancy and equipment expenses of $4,000 and other expenses of $10,000. Income Tax Provision. Income tax expense decreased by $5,000 for the quarter ended June 30, 1997 as compared to the quarter ended June 30, 1996. The decrease was due to a decrease in pre-tax income. Comparison of Operating Results for the Nine Months Ended June 30, 1995 and 1996 General. Net income totaled $296,000 and $237,000, respectively, for the nine months ended June 30, 1996 and 1997. The decrease was primarily the result of an increase in total non-interest expense of $65,000 and a decrease in net interest income of $37,000. Partially offsetting these factors were an increase of $2,000 in non-interest income, a reduction of $20,000 in provision for loan loss and a reduction in income tax expenses of $21,000. Interest Income. Total interest income increased by $181,000 from $3.0 million for the nine months ended June 30, 1996, as compared to $3.2 million the nine months ended June 30, 1997. The increase resulted from an increase of $2.0 million in the average balance of interest-earning assets, primarily the loan portfolio and mortgage backed securities. Interest Expense. Total interest expense increased by $218,000, from $1.6 million for the nine month period ended June 30, 1996, to $1.8 million for the nine month period ended June 30, 1997. The weighted average cost of funds was 4.76% and 5.11% during the three month period ended June 30, 1996 and June 30, 1997. This was due primarily to higher prevailing rates of interest in the Company's market. Cost of funds also increased because of increased borrowings outstanding during the nine month period ended June 30, 1997, which were used to fund additional lending and the purchase of mortgage-backed securities. Federal Home Loan Bank advances outstanding resulted in an increase of $131,000 in interest expense on borrowed funds. Net interest income. During the nine months ended June 30, 1997, the Company's net interest income decreased by $37,000. The decrease was due to the increased cost on interest-bearing liabilities exceeding the increased earnings on interest earning assets, caused by increased yields on deposits and borrowings. Provision for Loan Losses. The provision for loan losses was $25,000 for the nine months ended June 30, 1996, as compared to $5,000 for the nine months ended June 30, 1997. The provision for loan losses is determined by management, based on monthly reviews of problem assets. Non-interest Income. Late charges and insurance commissions are the focus of non-interest income for the Company. Non-interest income totaled $33,000 for the nine months ended June 30, 1996, as compared to $35,000 for the nine months ended June 30, 1997. The $2,000 increase was due to increased service charges and other fees. Non-interest Expense. Non-interest expense totaled $900,000 for the nine months ended June 30, 1996 as compared to $965,000 for the nine months ended June 30, 1997. The increase of $65,000, was partially caused by a $53,000 increase in compensation and benefits expense. Compensation and benefits expense increased due to the first allocation of the Recognition and Retention Plan shares. Other increased expenses were occupancy and equipment expenses of $12,000 and other expenses of $55,000. Offsetting these increased expenses were decreases in real estate owned expenses of $12,000, FDIC insurance premiums of $42,000 and marketing and other professional services of $1,000. The increase in other expenses was primarily due to an additional $26,000 in property taxes as a result of being a stock company. Provision for Income Taxes. Income tax expense for the nine month period ended June 30, 1996 was $168,000, as compared to $141,000 for the nine month period ended June 30, 1997. The decrease was due to a decrease in pre-tax income from the comparable time period. Pre-tax income was $464,000 and $384,000, respectively, for the 1996 and 1997 nine month periods. Liquidity and Capital Resources The Company's primary sources of funds are deposits, borrowings and principal and interest payments on loans, mortgage-backed securities, and investment securities. In the event that the Company should require funds beyond its ability to generate them internally, additional sources of funds are available through the use of FHLB advances. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan repayments are more influenced by interest rates, general economic conditions and competition. Federal regulations have required the Company to maintain minimum levels of liquid assets. The required percentage has varied from time to time based upon economic conditions and savings flows and is currently 5% of net withdrawable savings deposits and borrowings payable on demand or in one year or less during the preceding calendar month. Liquid assets for purposes of this ratio include cash, certain time deposits, government agency and other securities and obligations generally having remaining maturities of less than five years. The Association's most liquid assets are cash and cash equivalents, short-term investments and mortgage-backed and related securities. The levels of these assets are dependent on the Company's operating, financing, lending and investing activities during any given period. At September 30, 1996 and June 30, 1997 liquidity eligible assets totaled $3.2 million and $2.5 million, respectively. At those same dates, the Association's liquidity ratios were 6.5% and 5.0%, respectively, all in compliance with the 5% minimum regulatory requirement. The Association uses its liquid resources principally to meet ongoing commitments, to fund maturing certificates of deposit and deposit withdrawals, to invest, to fund existing and future loan commitments, to maintain liquidity and to meet operating expenses. At June 30, 1997, the Association had outstanding commitments to extend credit which amounted to $1.5 million. Management believes that loan repayments and other sources of funds will be adequate to meet the Association's foreseeable liquidity needs. At June 30, 1997, the Company had $25.4 million in certificates of deposit due within one year and $10.4 million in other deposits without specific maturity. Based on past experience, management expects that most of the deposits will be retained or replaced by new deposits. Capital Federally insured savings associations, such as First Federal, are required to maintain a minimum level of regulatory capital. The OTS has established capital standards, including a tangible capital requirement, a leverage ratio (or core capital) requirement and a risk-based capital requirement applicable to such savings associations. These capital requirements must be generally as stringent as the comparable capital requirements for national banks. The OTS is also authorized to impose capital requirements in excess of these standards on individual associations on a case-by-case basis. The following table sets forth First Federal's compliance with each of its capital requirements as of June 30, 1997 (dollars in thousands). Current Actual Capital Association Requirement Capital Capital Excess ----------------- ----------------- ----------------- Amount % Amount % Amount % -------- ----- ------- ------ --------- ----- Tangible Capital 871 1.50% 5,517 9.50% 4,646 8.00% Core Capital 1,742 3.00% 5,517 9.50% 3,775 6.50% Risk-Based Capital 2,599 8.00% 5,914 18.20% 3,314 10.20% Tangible and core capital figures are determined as a percentage of total adjusted assets; risk-based capital figures are determined as a percentage of risk-weighted assets in accordance with OTS regulations. First Federal is considered a well capitalized institution based upon its capital ratios at June 30, 1997. Total capital includes general loan loss reserves of $396,000. PAGE> PART II--OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings to which the Company or the Association is party to or of which any of their property is subject. Occasionally, the Association is involved in legal proceedings incidental to its business. Item 2. Changes in Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information Not Applicable Item 6. Exhibits and Report on Form 8-K (a) Exhibits Not Applicable (b) Reports on Form 8-K Not Applicable 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. St. Landry Financial Corporation (Registrant) Date: 8/11/97 /s/ Wayne McK. Gilmore ------- ---------------------- Wayne McK. Gilmore President Date: 8/11/97 /s/ Jutta Codori ------- ---------------------- Jutta Codori Controller