SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) FOR THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from ___________ to ____________ Commission File Number 0-25516 CAMERON FINANCIAL CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 43-1702410 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1304 North Walnut Street, Cameron, Missouri 64429 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (816) 632-2154 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 common stock as of the latest practicable date. Class Outstanding at February 7, 2000 Common stock, .01 par value 1,924,460 CAMERON FINANCIAL CORPORATION Contents PART I - FINANCIAL INFORMATION Item 1: Financial Statements Page Consolidated Balance Sheets at December 31, 1999, unaudited, and September 30, 1999 3 Consolidated Statements of Earnings for the Three Months Ended December 31, 1999 and 1998, unaudited 4 Consolidated Statements of Stockholder's Equity for the Three Months Ended December 31, 1999, unaudited 5 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1999 and 1998, unaudited 6-7 Notes to Unaudited Consolidated Financial Statements 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 Item 3: Quantitative and Qualitative Disclosures about Market Risk 17 PART II - OTHER INFORMATION 18 Signatures 18 CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheets (Dollars in thousands) December 31, September 30, 1999 1999 Assets (unaudited) (Dollars in thousands) Cash and cash equivalents $5,970 $6,100 Investment securities held-to-maturity (estimated fair value of $20,475,000 at December 31 and $18,191,000 at September 30) 21,038 18,538 Mortgage backed securities 5 5 Loans receivable, net 228,865 221,909 Accrued interest receivable: Loans 1,457 1,523 Investment securities 266 268 Office property and equipment, net 7,654 7,748 Stock in Federal Home Loan Bank(FHLB) of Des Moines, at cost 4,028 3,556 Deferred income taxes 74 74 Other assets 1,816 1,832 Total assets $271,173 $261,553 Liabilities and Stockholders' Equity Liabilities: Savings deposits 143,765 143,737 Advances from FHLB 80,536 71,101 Advance payments for taxes and insurance 621 2,244 Accrued interest on savings deposits 135 158 Accrued expenses and other liabilities 4,922 3,491 Income taxes payable 472 198 Total liabilities 230,451 220,929 Stockholders' Equity: Serial preferred stock, $.01 par, 2,000,000 authorized, none issued or outstanding --- -- Common stock, $.01 par value, authorized 10,000,000 shares, 3,026,928 shares issued 30 30 Additional paid in capital 30,179 30,163 Retained earnings, substantially restricted 27,686 27,385 Less: Unearned employee benefits (1,353) (1,483) Treasury stock, at cost- 972,349 shares at December 31,1999 and 944,749 at September 30, 1999 (15,820) (15,471) Total Liabilities and stockholders' equity $271,173 $261,553 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Earnings (unaudited) Three Months Ended December 31 1999 1998 (Dollars in thousands, except share data) Interest income: Loans $4,516 $3,925 Investment securities 291 235 Certificates of deposit and other 97 96 Total interest income 4,904 4,256 Interest expense: Savings deposits 1,826 1,841 Borrowed money 1,109 559 Total interest expense 2,935 2,400 Net interest income 1,969 1,856 Provision for loan losses 49 33 Net interest income after provision for loan losses 1,920 1,823 Noninterest income: Loan fees and service charges 96 92 Gain on sale of investments 0 5 Other income 47 38 Total noninterest income 143 135 Noninterest expense: Compensation, payroll taxes and fringe benefits 747 685 Occupancy expense 214 177 Data processing 41 61 Federal insurance premiums 11 20 Advertising 28 37 Loss on real estate owned 2 (3) Other operating expenses 207 219 Total noninterest expense 1,250 1,196 Earnings before income taxes 813 762 Income taxes 271 297 Net earnings $542 $465 Basic earnings per share $0.27 $0.22 Diluted earnings per share $0.27 $0.22 Basic average shares outstanding 1,975,846 2,122,616 Common stock equivalents-stock options 0 13,763 Diluted average shares outstanding 1,975,846 2,136,379 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Stockholders' Equity For The Three Months Ended December 31, 1999 (Unaudited) Additional Unearned Total Common paid-in Retained employee Treasury stockholders' Stock capital earnings benefits stock equity (Dollars in thousands) Balance at September 30, 1999 $30 $30,163 $27,385 ($1,483) ($15,471) $40,624 Net earnings - - 542 - - $542 Amortization of RRP - - - 70 (6) 64 Allocation of ESOP shares - 16 - 60 - 76 Dividends declared - - (241) - - (241) Purchase 27,600 shares of treasury stock - - - - (343) (343) Balance at December 31, 1999 $30 $30,179 $27,686($1,353) ($15,820) $40,722 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows Three Months Ended December 31, (Unaudited) 1999 1998 Cash flows from operating activities: Net earnings $542 $465 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 114 107 Provision for loan losses 49 33 Provision for losses on real estate owned - 1 Amortization of RRP and allocation of ESOP shares 140 171 Gain on sale of real estate owned (2) - Amortization of deferred loan fees (39) (120) Proceeds from sales of loans held for sale 634 2,223 Origination of loans held for sale (563) (1,674) Gain on sale of loans held for sale (12) (23) Changes in assets and liabilities: Accrued interest receivable 68 125 Other assets (7) (139) Accrued interest payable (23) (54) Accrued expenses and other liabilities 1,437 (466) Current income taxes payable 274 313 Net cash provided by operating activities $2,612 $962 Cash flows from investing activities: Net increase in loans receivable (6,999) (3,872) Mortgage-backed securities principal payments - 1 Maturity of investment securities held to maturity 500 7,497 Purchase of investment securities held to maturity (3,000) (6,500) Purchase of FHLB stock (472) - Net proceeds from sale of real estate owned (1) 4 Purchase of office properties and equipment, net (20) (68) Cash used in investing activities ($9,992) ($2,938) Cash flows from financing activities: Net (decrease) increase in NOW passbook and money market deposit accounts (892) 2,654 Net increase in certificate accounts 920 899 Net decrease in advance payments by borrowers for taxes and insurance (1,623) (1,334) Proceeds from FHLB advances 32,500 - Repayment of FHLB advances (23,065) - Dividends paid (247) (150) Purchase of Treasury stock (343) ($3,080) Net cash provided by (used in) financing activities 7,250 (1,011) Net (decrease) in cash (130) (2,987) Cash and cash equivalents at beginning of period 6,100 7,719 Cash and cash equivalents at end of period $5,970 $4,732 Supplemental disclosure of cash flow information: Cash paid during the period for income taxes - - Cash paid during the period for interest, net of capitalized interest $2,940 $2,454 Supplemental schedule of noncash investing and financing activities: Conversion of loans to real estate owned - $55 Conversion of real estate owned to loans $25 $49 Dividend declared and payable $241 $144 CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements (1) Basis of Preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. To the extent that information and footnotes required by generally accepted accounting principles for complete financial statements are contained in or consistent with the audited financial statements incorporated by reference in the Company's Annual Report on Form 10-K for the year ended September 30, 1999, such information and footnotes have not been duplicated herein. In the opinion of management, all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation have been included. The results of operations and other data for the three month period ended December 31, 1999 are not necessarily indicative of results that may be expected for the entire fiscal year ending September 30, 2000. The September 30, 1999 balance sheet information has been derived from the consolidated balance sheet as of that date. (2) Impact of Accounting Standards. The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", in June 1998. SFAS No. 133, as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133", establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Management believes that the adoption of these accounting standards will not significantly affect the Company's consolidated financial statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of Cameron Financial Corporation,the "Company", that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental regulatory, and technical factors affecting the Company's operations, pricing, products and services. The following discussion compares the financial condition of the Company and its wholly owned subsidiary, The Cameron Savings & Loan Association, F.A., the "Association", at December 31, 1999 to its fiscal year ended September 30, 1999, and the results of operations for the three months ended December 31, 1999 with the three months ended December 31, 1998. This discussion should be read in conjunction with the interim financial statements and notes which are included herein. GENERAL The Company was organized as a Delaware corporation in December 1994, at the direction of the Association's Board of Directors, to acquire all of the capital stock issued by the Association upon its conversion from the mutual to stock form of ownership. The business of the Company consists primarily of the business of the Association. The Association was originally founded in April 1887 as a Missouri chartered savings and loan association located in Cameron, Missouri. On November 28, 1994, the Association members voted to convert the Association to a Federal charter. The Association conducts its business through its main office in Cameron, DeKalb County, and three full service branch offices located in Liberty, Clay County, Maryville, Nodaway County, and Mound City, Holt County. Deposits are insured by the Federal Deposit Insurance Corporation, FDIC, to the maximum allowable. The Association's business strategy is to operate as a well-capitalized, profitable and independent community savings institution dedicated to home mortgage lending and, to a lesser extent, consumer finance, funded primarily by retail deposits from the Association's main and branch offices and Federal Home Loan Bank advances. The Association has sought to implement this strategy by emphasizing residential mortgage lending, including a construction lending business, maintaining asset quality, managing interest rate risk exposure, maintaining an investment portfolio of high grade securities and other investments, maintaining acceptable levels of profitability and capital, and emphasizing customer service. The net income of the Association is dependent primarily on its net interest income, which is the difference between interest earned on its loans and investments and the interest paid on interest bearing liabilities. Net income is also affected by the generation of non-interest income, which primarily consists of fees and service charges. Net interest income is determined by the difference between the yield earned on interest earning assets and rates paid on interest bearing liabilities (interest rate spread), and the relative amounts of interest earning assets and interest bearing liabilities (net interest margin). The interest rate spread is affected by loan demand and deposit flows. In addition, net income is affected by the level of operating expenses and the establishment of loan loss reserves. The operation of a financial institution is significantly affected by prevailing economic conditions, competition, and the monetary and fiscal policies of governmental agencies. Lending activities are influenced by the demand for and supply of housing, competition among lenders, the level of interest rates, and the availability of funds. Deposit flows and cost of funds are influenced by prevailing market rates of interest primarily on competing investments, account maturities and the levels of personal income and savings in the market area of the financial institution. FINANCIAL CONDITION Total assets increased 3.7%, or $9,620,000, to $271,173,000 at December 31, 1999 from $261,553,000 at September 30, 1999. Loans receivable, net, increased $6,956,000, or 3.1%, to $228,865,000 at December 31, 1999 from $221,909,000 at September 30, 1999. Cash, investment securities and certificates of deposit in other financial institutions increased $2,370,000, or 9.6%, to $27,013,000 at December 31, 1999 from $24,643,000 at September 30, 1999. FHLB advances increased $9,435,000, or 13.3%, to $80,536,000 at December 31, 1999 from $71,101,000 st September 30, 1999. Deposits increased 0.02%, or $28,000, to $143,765,000 at December 31, 1999 from $143,737,000 at September 30, 1999. Stockholders' equity increased $98,000 or 0.2% to $40,722,000 at December 31, 1999 compared to $40,624,000 at September 30, 1999. The increase in stockholder's equity was primarily due to net earnings of $542,000 and amortization of unearned employee benefits of $140,000 offsetting the purchase of 27,600 shares of treasury stock for $343,000 and dividends declared of $241,000. The following table sets forth certain information regarding the composition of the Association's loan portfolio. December 31, September 30, 1999 1999 One- to four family $165,887,000 $160,789,000 Multifamily 7,513,000 7,360,000 Commercial real estate 8,987,000 6,398,000 Land 5,364,000 6,025,000 Development 7,433,000 8,635,000 Construction (1) 37,940,000 40,301,000 Consumer loans 17,542,000 16,459,000 Total Loans Receivable 250,666,000 245,967,000 Less: Deferred loan fees, net 496,000 529,000 Loans in process 19,655,000 21,927,000 Allowance for loan losses 1,650,000 1,602,000 Net Loans Receivable $228,865,000 $221,909,000 Speculative construction $19,415,000 $24,205,000 Contract and permanent construction $18,525,000 $16,096,000 Total (1) $37,940,000 $40,301,000 During the three months ended December 31, 1999, permanent one- to four- family loans increased by $5,098,000, or 3.17%, to $165,887,000, commercial real estate loans increased $2,589,000 to $8,987,000, and consumer and other loans increased $1,083,000, or 6.58%, to $17,542,000. Construction loans decreased by $2,361,000, or 5.86%, to $37,940,000. Deposits were $143,765,000 at December 31, 1999, an increase of $28,000, or 0.02% from $143,737,000 at September 30, 1999. Competition from other financial and non-financial entities will continue to impact savings growth. The Association offers competitive interest rates on its deposit products. FHLB advances increased $9,435,000, or 13.3%, to $80,536,000 at December 31, 1999 from $71,101,000 at September 30, 1999. New advances during the quarter were $32,500,000 and repayments were $23,065,000. At December 31, 1999 FHLB advances and certificates of deposit represented 35.9% and 49.5% of interest-bearing liabilities, respectively. At September 30, 1999, they represented 33.1% and 51.3% of interest-bearing liabilities respectively. RESULTS OF OPERATIONS Net Earnings: Unaudited diluted earnings per share were $0.27 for the quarter ended December 31, 1999 compared to $0.22 for the quarter ended December 31, 1998, an increase of $0.05 per share or 22.7%. Net earnings increased $77,000, or 16.6%, to $542,000 for the quarter ended December 31, 1999, compared to $465,000 for the quarter ended December 31, 1998. Increases in interest income and non-interest income and a decrease in income taxes offset increases in interest expense, non-interest expense and the provision for loan losses. Net Interest Income: Net interest income increased $113,000, or 6.1%, to $1,969,000 for the quarter ended December 31, 1999, compared with $1,856,000 for the quarter ended December 31, 1998. Most of the increase was due to the increase in percentage of interest earning assets invested in higher yielding loans compared to other lower yielding investments. The net interest margin decreased to 3.20% for the three months ended December 31, 1999 compared to 3.51% for the three months ended December 31, 1998. Interest earning assets averaged 114.23% of interest bearing liabilities for the three months ended December 31, 1999 compared to 119.42% for the comparable period in 1998. The average spread between interest earning assets and interest bearing liabilities decreased to 2.54% for the three months ended December 31, 1999, compared to 2.61% for the same period in 1998. Most of the decrease in interest rate spread was due to average rates earned on interest earning assets decreasing more than average rates on interest bearing liabilities. Interest Income: Interest income increased by $648,000, or 15.2%, to $4,904,000 for the quarter ended December 31, 1999, from $4,256,000 for the quarter ended December 31, 1998. The increase was primarily due to increased balances in interest earning assets offsetting decreased yields on those assets. Interest Expense: Interest expense increased $535,000, or 22.3%, to $2,935,000 for the quarter ended December 31, 1999, compared to $2,400,000 for the quarter ended December 31, 1998. The increase is primarily a result of increased balances in interest bearing liabilities offsetting decreased rates on those liabilities. Provision for Loan Losses: The provision for loan losses was $49,000 for the quarter ended December 31, 1999, compared to $33,000 for the same period in 1998. The increase was primarily due to increases in the total loan portfolio and the changing composition of the loan portfolio between the two periods. The Association maintains a program for establishing general loan loss reserves by classifying various components of the loan portfolio by potential risk. Various percentages are applied to the different types of loans in the portfolio with the highest requirement assigned to the loans with the greatest inherent risk. The provision will vary based on increases or decreases in the total loan portfolio and changes in the composition or mix of the portfolio. As of December 31, 1999, the allowance for loan losses was $1,650,000, or 0.66% of total loans receivable and 199.40% of total nonperforming loans. Charge-offs were $1,000 and $5,000 for the quarters ended December 31, 1999 and 1998, respectively. A reconciliation of the Association's allowance for loan losses is summarized as follows: Three Months Ended December 31, 1999 1998 Balance at beginning of period $1,602,000 $1,521,000 Provision 49,000 33,000 Charge-offs (1,000) (5,000) Recoveries - - Balance at end of period $1,650,000 $1,549,000 Noninterest Income: Noninterest income increased $8,000, or 5.9%, to $143,000 for the quarter ended December 31, 1999 from $135,000 for the comparable period in 1998. Loan fees and deposit service charges increased $4,000 for the three months ended December 31, 1999 compared to the same period in 1998, due primarily to increased deposit accounts with monthly charges and income from ATM and debit card transactions. The Company had a $5,000 gain on the sale of investments during the quarter ended December 31, 1998 with none in the quarter ended December 31, 1999. Other income increased $9,000 in the quarter ended December 31, 1999 compared to the same period in 1998. The increase was primarily due to increased commissions from the new brokerage operation of the Association's service corporation offsetting decreased profits on the sale of loans. Profits on the sale of loans totaled $12,000 in the quarter ended December 31, 1999 compared to $23,000 in the quarter ended December 31, 1998. Brokerage commissions in the quarter ended December 31, 1999 were $23,000, compared to $5,000 in the quarter ended December 31, 1998. The brokerage operation did not open until September 1998. Noninterest Expense: Noninterest expense increased $54,000, or 4.5%, to $1,250,000 for the quarter ended December 31, 1999 from $1,196,000 for the same period in 1998. Personnel expenses increased $62,000 in the 1999 period, to $747,000, compared to the comparable 1998 period. Cash compensation increased $45,000 for the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998. The Association had 70 full-time equivalent employees at December 31, 1999 compared to 68 at December 31, 1998. Payroll taxes and other benefits increased $7,000 in the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998, primarily due to the increase in employee insurance benefits. ESOP expenses were $30,000 lower in the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998 due to lower average prices of the Company's common stock in the current quarter. Decreased loan originations in the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998, caused the Association to defer $38,000 less in costs under FAS 91 for the current quarter. Occupancy expense increased $37,000 to $214,000 for the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998 due to increased real estate taxes, depreciation expenses and expenses for utilities. Federal insurance premiums were $11,000 for the quarter ended December 31, 1999 compared to $20,000 for the quarter ended December 31, 1998. The Association received a credit during the current quarter from an overpayment in a prior quarter. Advertising expenses decreased $9,000 to $28,000 for the quarter ended December 31, 1999 compared to the same period in 1998. Advertising expenses for the quarter ended December 31, 1998 included promotions for the opening of the new branch office in Liberty. Other operating expenses decreased $12,000 to $207,000 for the quarter ended December 31, 1999 compared to the quarter ended December 31, 1998. A consultant was hired in the quarter ended December 31, 1998 to assist in establishing a formal salary administration program; professional fees in the quarter ended December 31, 1998 included those due to the establishment of the brokerage operation and a cost recovery study done on the recently erected buildings. There were no comparable expenses in the quarter ended December 31, 1999. Increases in loan expenses, exam expenses, supplies and telephone expense offset decreases in postage and other expense. Income Taxes: Income tax expense decreased $26,000 to $271,000 for the quarter ended December 31, 1999, compared to $297,000 for the quarter ended December 31, 1998. Although taxable income increased $51,000 to $813,000 for the quarter ended December 31, 1999 compared to $762,000 for the quarter ended December 31, 1998, an over accrual of income tax expense in prior periods of $24,000 resulted in a lower effective tax rate for the current quarter. The effective tax rate was 33.3% and 39.0% for the quarters ended December 31, 1999 and 1998, respectively. Asset and Liability Management - Interest Rate Sensitivity At December 31, 1999, the Company's total interest-bearing liabilities maturing or repricing within one year exceeded interest-earning assets maturing or repricing in the same period by $24.8 million, representing a cumulative negative one-year gap ratio of 9.2% to total assets. At September 30, 1999, the negative gap was $34.0 million, or 13.0% to total assets. The change is primarily due to the increase in longer term FHLB advances. The Year 2000 Issue The Association has not encountered any Year 2000 related problems to date. The Association will continue to monitor all data processing and other applications throughout the year. NON-PERFORMING ASSETS The following table sets forth the amounts and categories of the Association's non-performing assets. Loans are placed on non-accrual status when the collection of principal and/or interest is not probable; however, in no event is interest accrued on loans for which interest is more than 90 days delinquent. Foreclosed assets include assets acquired in settlement of loans. December 31,September 30, 1999 1999 (Dollars in Thousands) Non-Accruing Loans: One- to four-family $198 $171 Multi-family -- -- Commercial -- -- Land -- 63 Construction -- -- Consumer 101 13 Total non-accuring loans 299 247 Accruing loans delinquent 90 days or more(1) One- to four-family -- -- Multi-family 529 -- Commercial -- -- Land -- -- Construction -- -- Consumer -- -- Total accruing loans delinquent 90 days or more 529 -- Total non-performing loans 828 247 Foreclosed Assets: One- to four-family -- 23 Multi-family -- -- Commercial -- -- Land -- -- Construction -- -- Consumer 23 -- Total foreclosed assets 23 23 Total non-performing assets $851 $270 Total classified assets $5,269 $8,062 Total non-performing loans as a percentage of loans receivable 0.33% 0.10% Total non-performing assets as a percentage of total assets 0.31% 0.10% _________________ (1) These loans are delinquent 90 days or more as to principal but not as to interest. This can occur when the Association receives a partial payment from a borrower which is first applied to interest due. Non-performing loans increased $581,000 to $828,000 at December 31, 1999 from $247,000 at September 30, 1998. One multi-family loan of $529,000 became 90 days delinquent at December 31, 1999. The loan-to-value ratio of that loan is 57%. Classified assets decreased $2,793,000, or 34.64% to $5,269,000 at December 31, 1999 from $8,062,000 at September 30, 1999, primarily due to a decrease in the number of speculative construction loans not paid off in their initial term. Those loans totaled $1,670,000 at December 31, 1999 and $4,486,000 at September 30, 1999. CAPITAL RESOURCES The Association is subject to three capital to asset requirements in accordance with Office of Thrift Supervision regulations. The following table is a summary of the Association's regulatory capital requirements and actual capital as of December 31, 1999: Actual Required Excess Amount/Percent Amount/Percent Amount/Percent (Dollars in Thousands) Tangible Capital $35,707 13.37% $4,006 1.50% $31,701 11.87% Core Leverage Capital 35,707 13.37% 10,683 4.00% 25,024 9.37% Risk-Based Capital 37,349 21.24% 14,065 8.00% 23,284 13.24% LIQUIDITY The Association's principal sources of funds are deposits, advances from the Federal Home Loan Bank of Des Moines, principal and interest payments on loans, and investment securities classified as held to maturity. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition. The Association is required to maintain minimum levels of liquid assets as defined by regulations. The required percentage is currently 4% of net withdrawable savings deposits, less withdrawable deposits maturing in more than one year, and borrowings payable on demand or in one year or less. The Association has maintained its liquidity ratios at levels exceeding the minimum requirement. The eligible liquidity ratios at December 31, 1999 and September 30, 1999 were 14.60% and 11.89% respectively. In light of the competition for deposits and demand for loans, the Association has utilized the funding sources of the Federal Home Loan Bank to meet demand in accordance with the Association's growth plan. The wholesale funding sources may allow the Association to obtain a lower cost of funding and create a more efficient liability match to the respective assets being funded. Long term advances increased $5,935,000 during the quarter ended December 31, 1999 due to a new ten year advance of $8,000,000 combined with maturities of $2,000,000 and scheduled amortization of $65,000 on existing advances. Short term advances increased by $3,500,000 during the quarter ended December 31, 1999 compared to the balance at September 30, 1999. Certificates of deposits were 77.3% of total savings and 49.5% of total interest-bearing liabilities at December 31, 1999 compared to 76.6% and 51.3% respectively at September 30, 1999. Quantitative and Qualitative Disclosures about Market Risk For a discussion of the Company's management of market risk, see "Asset and Liability Management" in Part 1 of this report and pages 14 and 15 of the Company's Annual Report incorporated by reference in Part IV, item 14, of Form 10-K for the fiscal year ended September 30, 1999. For quantitative information about market risk, see pages 14 and 15 of the Company's 1999 Annual Report. There has been no material changes in the quantitative disclosures about market risk as of December 31, 1999 from those presented in the Company's 1999 Annual Report. CAMERON FINANCIAL CORPORATION FORM 10-Q PART II - OTHER INFORMATION ITEM 1. Legal Proceedings The Holding Company and the Association are not involved in any legal proceedings incident to the business of the Holding Company and the Association, which involve amounts in the aggregate which management believes are material to the financial condition and results of operation. ITEM 2. Changes in Securities Not Applicable ITEM 3. Defaults upon Senior Securities Not Applicable ITEM 4. Submissions of Matters to a Vote of Security Holders None ITEM 5. Other Information None ITEM 6. Exhibits and Reports of Form 8-K Financial Data Schedule; EX-27 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. CAMERON FINANCIAL CORPORATION Registrant Date: February 11, 2000 /s/ David G. Just David G. Just, President and Chief Executive Officer (Duly Authorized Officer) Date: February 11, 2000 /s/ Ronald W. Hill Ronald W. Hill, Vice-President & Treasurer (Principal Financial & Accounting Officer)