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, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF 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) 123 East Third 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 classes of common stock as of the latest practicable date. Class Outstanding at February 11, 1997 Common stock, .01 par value 2,687,696 CAMERON FINANCIAL CORPORATION Contents PART I - FINANCIAL INFORMATION Item 1: Financial Statements Page Consolidated Balance Sheets at December 31, 1996, unaudited, and September 30, 1996 3 Consolidated Statements of Earnings for the Three Months ended December 31, 1996 and 1995, unaudited 4 Consolidated Statements of Equity for the Three Months Ended December 31, 1996, unaudited 5 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1996 and 1995, unaudited 6-7 Notes to Consolidated Financial Statements 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 PART II - OTHER INFORMATION 17 Signatures 17 CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheets (Dollars in Thousands) December 31, September 1996 1996 Assets (unaudited) Cash and cash equivalents $8,156 $6,283 Investment securities held-to-maturity (estimated fair value of $16,607,000 at December 31 and $18,249,000 at September 30) 16,531 18,297 Mortgage-backed securities held-to-maturity 12 13 Loans receivable, net 159,250 154,444 Accrued interest receivable: Loans and mortgage-backed securities 1,119 1,090 Investment securities 274 206 Office property and equipment, net 3,662 2,874 Stock in Federal Home Loan Bank(FHLB) of Des Moines, at cost 1,259 1,259 Deferred income taxes 399 611 Other assets 1,217 1,269 Total assets $191,879 $186,346 Liabilities and Stockholders' Equity Liabilities: Savings deposits 124,084 123,108 Advances from FHLB 18,250 12,250 Advance payments for taxes and insurance 604 1,729 Accrued interest on savings deposits 120 141 Accrued expenses and other liabilities 969 1,989 Income taxes payable 407 314 Total liabilities 144,434 139,531 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 29,660 29,622 Retained earnings, substantially restricted 23,214 22,756 Less: Unearned employee benefits (2,941) (3,082) Treasury stock, at cost- 177,648 shares at December 31 (2,518) (2,511) Total stockholders' equity 47,445 46,815 Total liabilities and stockholders' equity $191,879 $186,346 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Earnings (unaudited) Three Months Ended December 31, 1996 1995 (Dollars in thousands) Interest income: Loans $3,438 $2,834 Investment securities 277 385 Certificates of deposit and othe 125 184 Total interest income 3,840 3,403 Interest expense: Savings deposits 1,639 1,643 Borrowed money 231 3 Total interest expense 1,870 1,646 Net interest income 1,970 1,757 Provision for loan losses 189 42 Net interest income after provision for loan losses 1,781 1,715 Noninterest income: Loan fees and service charges 40 33 Other income 6 9 Total noninterest income 46 42 Noninterest expense: Compensation, payroll taxes and fringe benefits 461 376 Occupancy expense 59 45 Data processing 40 41 Federal insurance premiums 56 70 Advertising 26 21 Other operating expenses 148 104 Total noninterest expense 790 657 Earnings before income taxe 1,037 1,100 Income taxes 393 415 Net earnings $644 $685 Net earnings per share $0.24 $0.24 Average common shares outstanding 2,680,066 2,809,140 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, 1996 (Unaudited) (Dollars in Thousands) Additional Unearned Total Common paid-in Retained employee Treasury stockholders' stock capital earnings benefits stock equity Balance, September 30, 1996 $30 $ 29,622 $ 22,756 ($3,082) ($2,511) $46,815 Net earnings - - 644 - - 644 Amortization of RRP - - - 70 - 70 Purchase of treasury stock - - - - (7) (7) Allocation of ESOP shares - 38 - 71 - 109 Dividends declared($.07 per share) - - (186) - - (186) Balance, December 31, 1996 $30 $29,660 $23,214 ($2,941) ($2,518) $47,445 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows Three Months Ended December 31, (Unaudited) (Dollars in Thousands) 1996 1995 Cash flows from operating activities: Net earnings $644 $685 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 9 1 Amortization of RRP and allocation of ESOP shares 179 - Provision for loan losses 189 42 Provision for losses on real estate owned 3 - Deferred income taxes 212 (45) Gain on sales of real estate owned (4) - Stock dividend received from FHLB of Des Moines - (25) Amortization of deferred loan fees (121) (87) Proceeds from sales of loans held for sale 141 173 Origination of loans held for sale (140) (90) Gain on sale of loans held for sale (1) (1) Changes in assets and liabilities: Accrued interest receivable (97) 32 Other assets 10 64 Accrued interest payable (21) (33) Accrued expenses and other liabilities (1,020) 57 Current income taxes payable 93 353 Cash provided by operating activities $76 $1,126 Cash flows from investing activities: Net increase in loans receivable (4,854) (4,311) Purchase of loans receivable - (882) Mortgage-backed securities principal payments 1 1 Maturity of investment securities held to maturity 1,780 3,718 Purchase of investment securities held to maturity - (1,041) Net decrease (increase) in certificates of deposit in other financial institutions - 991 Additions and improvements to real estate owned 27 - Purchase of office properties and equipment (811) (587) Cash used in investing activities ($3,861) ($2,111) Cash flows from financing activities: Net (decrease) in NOW, passbook and money market deposit accounts (40) 324 Net increase in certificate accounts 1,016 (235) Net decrease in advance payments by borrowers for taxes and insurance (1,125) (1,138) Proceeds from FHLB advances 8,000 1,250 Repayment of FHLB advances (2,000) - Dividends paid (186) (197) Purchase of Treasury stock (7) - Net cash (used in) provided by financing activities 5,658 4 Net increase (decrease)in cash 1,873 (981) Cash and cash equivalents at beginning of period 6,283 10,934 Cash and cash equivalents at end of period $8,156 $9,953 Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $89 $103 Cash paid during the period for interest $1,910 $1,680 Supplemental schedule of noncash investing and financing activities: Conversion of loans to real estate owned $23 $- Conversion of real estate owned to loans $186 $197 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements (1) Cameron Financial Corporation Cameron Financial Corporation (the "Company") was incorporated under the laws of the State of Delaware for the purpose of becoming the savings & loan holding company of The Cameron Savings & Loan Association, FA (the "Association") in connection with the Association's conversion from a federally chartered mutual savings and loan to a federally chartered stock savings and loan, pursuant to its Plan of Conversion. On February 27, 1995, the Company commenced a Subscription and Community Offering of its shares in connection with the conversion of the Association (the "Offering"). The Offering was consummated and the Company acquired the Association on March 31, 1995. (2) 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, 1996, 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, 1996 are not necessarily indicative of results that may be expected for the entire fiscal year ending September 30, 1997. (3) Earnings Per Share Earnings per share of common stock have been determined by dividing net earnings for the period by the weighted average number of shares of common stock and common stock equivalents outstanding, less treasury shares and unallocated ESOP shares. Stock options are regarded as common stock equivalents and are therefore considered in both primary and fully diluted earnings per share calculations. Common stock equivalents are computed using the treasury stock method. Earnings per share is based upon the weighted average common and common equivalents shares outstanding, less treasury shares and unallocated ESOP shares. Stock options and the shares awarded under the RRP (see note 4) are regarded as common stock equivalents and are therefore considered in both primary and fully diluted earnings per share calculations. Common stock equivalents are computed using the treasury stock method. CAMERON FINANCIAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion compares the financial condition of Cameron Financial Corporation and its wholly owned subsidiary, The Cameron Savings & Loan Association, F.A., at December 31, 1996 to its fiscal year end September 30, 1996, and the results of operations forthe three months ended December 31, 1996 and 1995. This discussion should be read in conjunction with the interim financial statements and notes which are included herein. GENERAL Cameron Financial Corporation 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 Holding Company consists primarily of the business of the Association. The Cameron Savings & Loan Association, F.A., 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, Clinton County, two full service branch offices located in Maryville, Nodaway County, and Mound City, Holt County, and a loan production office located in Liberty, Clay County, Missouri. 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. The Association has sought to implement this strategy by emphasizing residential mortgage lending, developing 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 the 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,thelevel 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 3.0% to $191,879,000 at December 31, 1996 from $186,346,000 at September 30, 1996. Cash and cash equivalents and investment securities increased 0.4%, or $107,000 to $24,687,000 at December 31, 1996 from $24,580,000 at September 30, 1996. Net loans increased 3.1%, or $4,806,000, from September 30, 1996 to December 31, 1996. Real estate loan and consumer loan growth in this time period was $8,857,000 and $449,000 respectively. Office property and equipment increased $788,000 to $3,662,000 at December 31, 1996 from $2,874,000 at September 30, 1996, as a result of construction continuing on the new home office building in Cameron. The total cost of the new office is estimated at $4,250,000 and completion is expected in early 1997. The following table sets forth certain information regarding the composition of the Association's loan portfolio. December 31, September 30, 1996 1996 One- to four family $112,888,000 $109,292,000 Multifamily 3,504,000 2,908,000 Commercial real estate 3,600,000 4,322,000 Land 5,404,000 5,404,000 Development 3,593,000 4,201,000 Construction (1) 47,641,000 41,646,000 Consumer loans 8,779,000 8,330,000 Total Loans Receivable 185,409,000 176,103,000 Less: Deferred loan fees, net 832,000 804,000 Loans in process 23,789,000 19,502,000 Allowance for loan losses 1,538,000 1,353,000 Net Loans Receivable $159,250,000 $154,444,000 (1) Speculative construction $38,274,000 $26,685,000 Contract and permanent construction $9,367,000 $14,961,000 Total $47,641,000 $41,646,000 During the three months ended December 31, 1996, construction loans increased by $5,995,000 to $47,641,000, and permanent 1-4 family loans increased by $3,596,000 to $112,888,000. Deposits were $124,084,000 at December 31, 1996, an increase of $976,000, or 0.8% from $123,108,000 at September 30, 1996. Competition from other financial and non-financial entities will continue to impact savings growth. The Association offers competitive interest rates on its deposit products. The FHLB advances outstanding were $18,250,000 at December 31, 1996 compared to $12,250,000 at September 30, 1996. The Association borrowed $8.0 million in FHLB advances during the current quarter to fund continued loan growth, repay maturing advances of $2.0 million and provide additional liquidity. In January 1997, the Association borrowed an additional $7.0 million in FHLB advances. In January 1997, the Company repurchased 159,000 shares of common stock for the previously announced stock buy back program. Approximately 126,000 shares remain to be repurchased in the current buy back program. RESULTS OF OPERATIONS Net Earnings: Net earnings decreased $41,000, or 6.0%, to $644,000 for the quarter ended December 31, 1996, compared with $685,000 for the quarter ended December 31, 1995. The increases in interest income and non-interest income and decrease in income taxes were offset by increases in interest expense, provisions for loan losses, and non-interest expense. Net Interest Income: Net interest income increased $213,000, or 12.1%, to $1,970,000 for the quarter ended December 31, 1996, compared with $1,757,000 for the quarter ended December 31, 1995. The net interest margin for the quarter ended December 31, 1996 was 4.26% compared to 4.15% for the quarter ended December 31, 1995. The increase was primarily the result of increased yields on loans and decreased costs on savings for the December 1996 quarter compared to the December 1995 quarter. The average spread between interest earning assets and interest bearing liabilities increased to 2.73% for the three months ended December 31, 1996, compared with 2.52% for the same period in 1995. Increased rates on loans and increased balances of loans offset increased rates on certificates. Interest Income: Interest income increased by $437,000, or 12.8%, for the quarter ended December 31, 1996, to $3,840,000 from $3,403,000 for the quarter ended December 31, 1995. Interest Expense: Interest expense increased $224,000, or 13.6%, to $1,870,000 for the quarter ended December 31, 1996, compared to $1,646,000 for the same period in 1995. The increase is a result of increases in average balances of interest-bearing liabilities for the quarter ended December 31, 1996 compared to 1995. Average savings deposits were $123.6 million for the quarter ended December 31, 1996 compared to $121.2 million for the 1995 quarter. Average FHLB advances were $15.8 million for the quarter ended December 31, 1996 compared to $313,000 for the 1995 quarter. Increases in interest bearing liabilities were partially offset by lower average rates in the quarter ended December 31, 1996 compared to the same quarter in 1995. The average costs of savings for quarters ended December 31, 1996 and 1995 were 5.26% and 5.38% respectively. Certificates of deposit were 80.7% of total savings and 70.4% of total interest-bearing liabilities at December 31, 1996 compared to 80.5% and 73.2% respectively at September 30, 1996. The Association borrowed $8,000,000 from the FHLB in the quarter ended December 31, 1996 to fund continued loan growth, repay maturing advances of $2,000,000 and provide liquidity. Interest rates on new advances were from 5.78% to 6.57% with maturities between one and six years. Provision for Loan Losses: The provision for loan losses was $189,000 for the quarter ended December 31, 1996, compared to $42,000 for the same period in 1995. The allowance for loan losses is reviewed and adjusted monthly by management based on the size and composition of the gross loan portfolio. Various percentages are applied to the different types of loans in the loan portfolio with the highest requirement assigned to the loans with the greatest inherent risk. The provision for loan loss will vary based on increases or decreases in the loan portfolio and changes in the composition of the portfolio. During the quarter ended December 31, 1996, the gross loan portfolio increased $9.3 million. Although the construction loan portfolio increased $6.0 million during the quarter, the amount of contract and permanent construction loans decreased by $5.6 million while speculative construction loans increased by $11.6 million. Speculative construction loans carry the highest risk weight. The increase in the loan portfolio and higher percentage of speculative construction loans resulted in the increase in provision for loan loss for the quarter ended December 31, 1996. During the quarter ended December 31, 1996, nonperforming loans decreased by $141,000. Using OTS guidelines, the internal auditor reviews the adequacy of the allowance for loan losses on a quarterly basis and reports to the Board of Directors. The Association has never been notified by a regulatory agency that the allowance for loan losses is not satisfactory. As of December 31, 1996, the allowance for loan losses was $1,538,000, or 0.83% of total loans receivable and 115.03% of total non-performing loans. A reconciliation of the Association's allowance for loan losses is summarized as follows: December 31, September 30, 1996 1995 Balance at beginning of period $1,353,000 $994,000 Provision 189,000 42,000 Charge-offs (4,000) (1,000) Recoveries - - Balance at end of period $1,538,000 $1,035,000 Noninterest Income: Noninterest income increased to $46,000 for the quarter ended December 31, 1996 from $42,000 for the same period in 1995. Loan fees and deposit service charges increased $7,000 for the quarter ended December 31, 1996 compared to the same period in 1995, due primarily to a increase in the amount of late charge income and checking account fees. Other income decreased $3,000 in the quarter ended December 31, 1996 compared to the same period in 1995. Noninterest Expense: Noninterest expense increased $133,000 to $790,000 for the quarter ended December 31, 1996 from $657,000 for the same period in 1995. Personnel expenses increased $85,000 in 1996 compared to 1995. Cash compensation increased $59,000 for the current quarter due primarily to more employees and increases in salary for existing employees. Quarterly expenses of $70,000 associated with the Recognition and Retention Plan (RRP) adopted January 29, 1996 had no comparable expense in the prior period. Increased loan originations in the quarter ended December 31, 1996 compared to the quarter ended December 31, 1995, resulted in $29,000 more costs being deferred in accordance with FAS 91 for the current quarter. Expenses for other employee benefit plans decreased $16,000 primarily due to the cancellation of life insurance policies for deferred director's fees. Federal insurance premiums decreased $14,000 during the quarter ended December 31, 1996 due to a credit allowed for the payment made to recapitalize SAIF. Other operating expense increased $44,000 to $148,000. Approximately $15,000 was due to under accruals for the quarter ended December 31, 1995. NOW account expense increased $8,000 due primarily to increased supplies associated with new checking account products introduced in the current quarter. Postage, which is resupplied at various times, increased $8,000 during the current quarter. This was due to postage being ordered one time more in the current quarter than in the prior quarter. A special seminar was sponsored in the current quarter which cost approximately $5,000 which had no comparable expense in the prior quarter. Loan related expenses were up due to increased volume in the current quarter compare to the prior year. Income Taxes: Income tax expense decreased $22,000 to $393,000 for the quarter ended December 31, 1996, compared to $415,000 for the same period in 1995, due to a decrease of $63,000 in pre-tax income for the comparable periods. The effective tax rate was 37.9% and 37.7% for the quarters ended December 31, 1996 and 1995, respectively. 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, 1996 1996 (Dollars in Thousands) Non-Accruing Loans: One- to four-family $227 $638 Multi-family -- -- Commercial -- -- Land -- -- Construction -- 131 Consumer -- -- Total non-accuring loans 227 769 Accruing loans delinquent 90 days or more One- to four-family 924 653 Multi-family -- -- Commercial -- -- Land -- -- Construction 95 -- Consumer 91 56 Total accruing loans delinquent 90 days or more 1,110 709 Total non-performing loans 1,337 1,478 Foreclosed Assets: One- to four-family 28 70 Multi-family -- -- Commercial -- -- Land -- -- Construction -- -- Consumer -- -- Total foreclosed assets 28 70 Total non-performing assets $1,365 $1,548 Total classified assets $7,857 $7,729 Total non-performing loans as a percentage of loans receivable 0.72% 0.84% Total non-performing assets as a percentage of total assets 0.71% 0.83% Classified assets increased 1.66%, or $128,000, to $7,857,000 at December 31, 1996 from $7,729,000 at September 30, 1996. 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, 1996: Actual Required Excess Amount/Percent Amount/Percent Amount/Percent (Dollars in Thousands) Tangible $33,577 18.68% $2,697 1.50% $30,880 17.18% Core Leverage Capital 33,577 18.68% 5,393 3.00% 28,184 15.68% Risk-Based Capital 34,357 28.36% 9,693 8.00% 24,664 20.36% 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 5% of net withdrawable savings deposits 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, 1996 and September 30, 1995 were 5.72% and 6.43% 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. Certificates of deposit were 80.7% of total savings and 70.4% of total interest-costing liabilities at December 31, 1996 compared to 80.5% and 73.2% respectively at September 30, 1996. The Association borrowed $8.0 from the Federal Home Loan Bank in the quarter ended December 31, 1996. Advances of $2.0 million matured and were repaid during the quarter. Outstanding advances total $18,250,000 at December 31, 1996. The Association has started construction of its new home office building in Cameron. Office property and equipment has increased $788,000 in the three months ended December 31, 1996. Cost of the new building is expected to be $4,250,000 with completion expected in March 1997 with funds provided by normal operations. On November 15, 1996, the Company signed a contract to purchase approximately four acres of land in Liberty, Missouri for use as a future branch office. It is the Association's intent to convert the current loan production office to a full service branch office. Application for the change has not been submitted to OTS for approval. The cost of the land is $850,000. Although no formal estimates have been prepared at this time, construction costs are estimated at $1.0 million. Completion of the office could occur in late 1997 or early 1998 with funds provided by normal operations. The Company intends to use approximately one acre for the branch facility and the remainder as investment property. In September 1996, Congress enacted legislation to recapitalize the SAIF by a one-time assessment on all SAIF-insured deposits held as of March 31, 1995. The assessment was 65.7 basis points per $100 in deposits, payable on November 27, 1996. For the Association, the assessment amounted to $800,000 (or $509,000 when adjusted for taxes), based on the Association's deposits on March 31, 1995. In addition, beginning January 1, 1997, pursuant to the legislation, interest payments on FICO bonds issued in the late 1980's by the Financing Corporation to recapitalize the now defunct Federal Savings and Loan Insurance Corporation will be paid jointly by BIF- and SAIF-insured institutions. The FICO assessment will be 1.29 basis points per $100 in BIF insured deposits and 6.44 basis points in SAIF deposits. Beginning January 1, 2000, the FICO interest payments will be pro rata by banks and thrifts based on deposits (approximately 2.4 basis points per $100 in deposits). The BIF and SAIF will be merged on January 1, 1999, provided the bank and savings association charters are merged by that date. In that event, pro rata FICO sharing will begin on January 1, 1999. While the legislation has reduced the disparity between premiums paid on BIF and SAIF deposits, and has relieved the thrift industry of a portion of the contingent liability represented by the FICO bonds, the premium disparity between SAIF-insured institutions, such as the Association, and BIF-insured institutions will continue until at least January 1, 1999. Under the legislation, the Association anticipates that its ongoing annual SAIF premiums will be approximately $80,000. Legislation recently enacted by Congress contains a provision that repeals the tax bad-debt reserve currently available to thrifts (including the percentage-of-taxable-income method) for tax years beginning after December 31, 1995. The Association will have to change to the experience method of computing its bad debt deduction. The legislation requires a thrift to recapture the portion of its bad debt reserve that exceeds the base year reserve (defined as the tax reserve as of the last taxable year beginning before 1988). The amount of the recapture would generally be taken into taxable income ratably over a six year period. Postponement of the recapture is possible if an association meets a minimum level for mortgage lending for 1996 and 1997. As of September 30, 1996, the Association's bad debt reserve subject to recapture over a six year period totaled approximately $288,000. The Association has established a deferred tax liability of approximately $96,000 for this recapture. 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 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. CAMERON FINANCIAL CORPORATION Registrant Date: February 12, 1997 /s/ David G. Just David G. Just, President and Chief Executive Officer (Duly Authorized Officer) Date: February 12, 1997 /s/ Ronald W. Hill Ronald W. Hill, Vice-President & Treasurer (Principal Financial & Accounting Officer)