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, 1998 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 12, 1999 Common stock, .01 par value 2,189,759 CAMERON FINANCIAL CORPORATION Contents PART I - FINANCIAL INFORMATION Item 1: Financial Statements Page Consolidated Balance Sheets at December 31, 1998, unaudited, and September 30, 1998 3 Consolidated Statements of Earnings for the Three Months Ended December 31, 1998 and 1997, unaudited 4 Consolidated Statements of Stockholder's Equity for the Three Months Ended December 31, 1998, unaudited 5 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1998 and 1997, 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 PART II - OTHER INFORMATION 17 Signatures 17 CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheets (Dollars in thousands) December 31, September 1998 1998 Assets (unaudited) Cash and cash equivalents $4,732 $7,719 Investment securities held-to-maturity (estimated fair value of $15,349,000 at December 31 and $16,467,000 at September 30) 15,308 16,302 Mortgage-backed securities held-to-maturity 6 7 Loans receivable, net 188,033 184,605 Accrued interest receivable: Loans and mortgage-backed securities 1,264 1,346 Investment securities 186 229 Office property and equipment, net 7,819 7,861 Stock in Federal Home Loan Bank(FHLB) of Des Moines, at cost 2,013 2,013 Deferred income taxes 155 155 Other assets 1,423 1,284 Total assets $220,939 $221,521 Liabilities and Stockholders' Equity Liabilities: Savings deposits 140,175 136,622 Advances from FHLB 37,250 37,250 Advance payments for taxes and insurance 569 1,903 Accrued interest on savings deposits 126 180 Accrued expenses and other liabilities 1,429 1,901 Income taxes payable 505 192 Total liabilities 180,054 178,048 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 30,095 30,058 Retained earnings, substantially restricted 26,541 26,220 Less: Unearned employee benefits (1,804) (1,947) Treasury stock, at cost- 837,169 shares at December 31, 1998 and 646,196 at September 30, 1998 (13,977) (10,888) Total stockholders' equity 40,885 43,473 Total liabilities and stockholders' equity $220,939 $221,521 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Earnings (unaudited) Three Months Ended December 31, 1998 1997 (Dollars in thousands, except share and per share data) Interest income: Loans $3,925 $3,823 Investment securities 235 218 Certificates of deposit and other 96 148 Total interest income 4,256 4,189 Interest expense: Savings deposits 1,841 1,786 Borrowed money 559 512 Total interest expense 2,400 2,298 Net interest income 1,856 1,891 Provision for loan losses 33 83 Net interest income after provision for loan loss 1,823 1,808 Noninterest income: Loan fees and deposit service charges 92 49 Gain on sale of investments 5 - Other income 38 25 Total noninterest income 135 74 Noninterest expense: Compensation, payroll taxes and fringe benefits 685 606 Occupancy expense 177 158 Data processing 61 50 Federal insurance premiums 20 20 Advertising 37 35 (Gain) loss on real estate owned (3) 7 Other operating expenses 219 155 Total noninterest expense 1,196 1,031 Earnings before income taxes 762 851 Income taxes 297 316 Net earnings $ 465 $ 535 Basic and diluted earnings per share $ 0.22 $ 0.22 Basic common shares outstanding 2,122,616 2,407,721 Common stock equivalents - stock options 13,763 45,953 Diluted shares outstanding 2,136,379 2,453,674 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, 1998 (Unaudited) (Dollars in Thousands) Additional Unearned Total Common paid-in Retained employee Treasury stockholders' Stock capital earnings benefits stock equity Balance at September 30, 1998 $30 $30,058 $26,220 ($1,947) ($10,888) $43,473 Net earnings - - 465 - - 465 Amortization of RRP - - - 73 (9) 64 Allocation of ESOP shares - 37 - 70 - 107 Dividends declared - - (144) - - (144) Purchase 190,973 shares of treasury stock - - - - (3,080) (3,080) Balance at December 31, 1998 $30 $30,095 $26,541 ($1,804) ($13,977) $40,885 See accompanying Notes to Unaudited Consolidated Financial Statements. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows Three Months Ended December 31, (Unaudited) 1998 1997 Cash flows from operating activities: Net earnings $465 $535 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 107 78 Provision for loan losses 33 83 Provision for losses on real estate owned 1 - Amortization of RRP and allocation of ESOP shares 171 205 Deferred income taxes - (66) Amortization of deferred loan fees (120) (119) Proceeds from sales of loans held for sale 2,223 2,357 Origination of loans held for sale (1,674) (1,957) Gain on sale of loans held for sale (23) (19) Changes in assets and liabilities: Accrued interest receivable 125 (92) Other assets (139) (8) Accrued interest payable (54) (47) Accrued expenses and other liabilities (466) (112) Current income taxes payable 313 348 Net cash provided by operating activities $962 $1,186 Cash flows from investing activities: Net increase in loans receivable (3,872) (2,624) Mortgage-backed securities principal payments 1 1 Maturity of investment securities held to maturity 7,497 1,000 Purchase of investment securities held to maturity (6,500) (2,997) Net proceeds from sale of real estate owned 4 - Additions and improvements to real estate owned - (8) Purchase of office properties and equipment (68) (588) Cash used in investing activities ($2,938) ($5,216) Cash flows from financing activities: Net increase in NOW passbook and money market deposit accounts 2,654 1,085 Net increase in certificate accounts 899 1,209 Net decrease in advance payments by borrowers for taxes and insurance (1,334) (1,358) Repayment of FHLB advances - (3,000) Issuance of common stock under stock option plan - 52 Dividends paid (150) (168) Purchase of Treasury stock (3,080) - Net cash provided by financing activities (1,011) (2,180) Net (decrease) in cash (2,987) (6,210) Cash and cash equivalents at beginning of period 7,719 10,509 Cash and cash equivalents at end of period $4,732 $4,299 Supplemental disclosure of cash flow information: Cash paid during the period for income taxes - $35 Cash paid during the period for interest, net of capitalized interest $2,454 $2,345 Supplemental schedule of noncash investing and financing activities: Conversion of loans to real estate owned $55 $188 Conversion of real estate owned to loans $49 - Dividend declared and payable $144 $168 See accompanying Notes to Unaudited Consolidated Financial Statements. 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, 1998, 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, 1998 are not necessarily indicative of results that may be expected for the entire fiscal year ending September 30, 1999. The September 30, 1998 balance sheet information has been derived from the consolidated balance sheet as of that date. (2) Comprehensive income and segment reporting. Effective for the quarter ended December 31, 1998, the Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." SFAS No. 130 requires the classification of other comprehensive income by their nature in the consolidated financial statements and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the consolidated statement of stockholder's equity. The Company had no components of comprehensive income other than net income. SFAS No. 131 requires financial and descriptive reporting about their reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by management. The Company has only one segment. (3) 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 established 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 measures those instruments at fair value. This statement is effective for all fiscal quarters beginning after June 15, 1999. Management believes adoption of SFAS No. 133 will not have a material effect on the Company's financial position or results of operations, nor will adoption require additional capital resources. CAMERON FINANCIAL CORPORATION AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report of Form 10-Q may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of 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 Cameron Financial Corporation, the "Company", and its wholly owned subsidiary, The Cameron Savings & Loan Association, F.A., the "Association", at December 31, 1998 to its fiscal year ended September 30, 1998, and the results of operations for the three months ended December 31, 1998 with the three months ended December 31, 1997. 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, 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 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 decreased 0.3%, or $582,000, to $220,939,000 at December 31, 1998 from $221,521,000 at September 30, 1998. Stockholders' equity decreased $2,588,000 or 6.0% to $40,885,000 at December 31, 1998 compared to $43,473,000 at September 30, 1998. The decrease in stockholder's equity was primarily due to the purchase of 190,973 shares of treasury stock for $3,080,000. Cash, investment securities and certificates of deposits in other financial institutions decreased 16.6%, or $3,981,000 to $20,040,000 at December 31, 1998 from $24,021,000 at September 30, 1998. Loans receivable, net, increased 1.9%, or $3,428,000, to $188,033,000 at December 31, 1998 from $184,605,000 at September 30, 1998. Deposits increased 2.6%, or $3,553,000, to $140,175,000 at December 31, 1998 from $136,622,000 at September 30, 1998. The following table sets forth certain information regarding the composition of the Association's loan portfolio. December 31, September 30, 1998 1998 One- to four family $138,476,000 $134,416,000 Multifamily 2,915,000 2,943,000 Commercial real estate 3,862,000 3,243,000 Land 7,361,000 7,805,000 Development 4,378,000 3,254,000 Construction (1) 41,387,000 45,654,000 Consumer loans 9,690,000 9,241,000 Total Loans Receivable 208,069,000 206,556,000 Less: Deferred loan fees, net 633,000 700,000 Loans in process 17,854,000 19,730,000 Allowance for loan losses 1,549,000 1,521,000 Net Loans Receivable $188,033,000 $184,605,000 (1) Speculative construction $28,474,000 $30,304,000 Contract and permanent construction $12,913,000 $15,350,000 Total $41,387,000 $45,654,000 During the three months ended December 31, 1998, development loans increased by $1,124,000 to $4,378,000, and permanent 1-4 family loans increased by $4,060,000 to $138,476,000. Construction loans decreased by $4,267,000 to $41,387,000. Deposits were $140,175,000 at December 31, 1998, an increase of $3,553,000, or 2.6% from $136,622,000 at September 30, 1998. Competition from other financial and non-financial entities will continue to impact savings growth. The Association offers competitive interest rates on its deposit products. There was no activity in FHLB advances in the quarter ended December 31, 1998. In January 1999, the Association borrowed $6,000,0000 in FHLB advances and repaid a maturing advance of $3,000,000. At December 31, 1998 FHLB advances and certificates of deposit represented 21.0% and 62.1% of interest-bearing liabilities, respectively. At September 30, 1998, they represented 21.4% and 62.9% of interest-bearing liabilities respectively. RESULTS OF OPERATIONS Net Earnings: Earnings per share were $0.22 for both the quarter ended December 31, 1998 and the quarter ended December 31, 1997. Net earnings decreased $70,000, or 13.1%, to $465,000 for the quarter ended December 31, 1998, compared to $535,000 for the quarter ended December 31, 1997. Increases in interest income and non-interest income and a decrease in the provisions for loan losses and income taxes were offset by increases in interest expense and non-interest expense. Net Interest Income: Net interest income decreased $35,000, or 1.9%, to $1,856,000 for the quarter ended December 31, 1998, compared with $1,891,000 for the quarter ended December 31, 1997. Most of the decrease was due to the increase of interest bearing liabilities exceeding the increase in interest earning assets. As a result, the net interest margin decreased to 3.51% for the three months ended December 31, 1998 compared to 3.79% for the three months ended December 31, 1997. Interest earning assets averaged 119.42% of interest bearing liabilities for the three months ended December 31, 1998 compared to 123.28% for the comparable period in 1997 as a result of increases in fixed assets. The average spread between interest earning assets and interest bearing liabilities decreased to 2.61% for the three months ended December 31, 1998, compared to 2.65% for the same period in 1997. 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 $67,000, or 1.6%, for the quarter ended December 31, 1998, to $4,256,000 from $4,189,000 for the quarter ended December 31, 1997. The increase was primarily due to increased interest earning assets. Interest Expense: Interest expense increased $102,000, or 4.4%, to $2,400,000 for the quarter ended December 31, 1998, compared to $2,298,000 for the comparable period in 1997. The increase is primarily a result of increased balances in interest bearing liabilities in the current period. Average rates on interest-bearing liabilities decreased during the quarter ended December 31, 1998 compared to the prior period. There was no activity in FHLB advances during the quarter ended December 31, 1998. Provision for Loan Losses: The provision for loan losses was $33,000 for the quarter ended December 31, 1998, compared to $83,000 for the same period in 1997. The decrease was primarily due to 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, 1998, the allowance for loan losses was $1,549,000, or .74% of total loans receivable and 57.01% of total nonperforming loans. Charge-offs were $5,000 and $2,000 for the quarters ended December 31, 1998 and 1997, respectively. A reconciliation of the Association's allowance for loan losses is summarized as follows: Three Months Ended December 31, 1997 1996 Balance at beginning of period $1,624,000 $1,353,000 Provision (17,000) 362,000 Charge-offs (23,000) (12,000) Recoveries - - Balance at end of period $1,584,000 $1,703,000 Noninterest Income: Noninterest income increased to $135,000 for the quarter ended December 31, 1998 from $74,000 for the comparable period in 1997. Loan fees and deposit service charges increased $43,000 for the three months ended December 31, 1998 compared to the same period in 1997, due primarily to increased deposit accounts with monthly charges and income from ATM and debit card transactions and increased underwriting fees. Other income increased $13,000 in the quarter ended December 31, 1998 compared to the same period in 1997. The increase was primarily due to increased profit on the sale of loans and commissions from the new brokerage operation of the Association's service corporation. Profits on the sale of loans totaled $23,000 in the quarter ended December 31, 1998 compared to $19,000 in the quarter ended December 31, 1997. The brokerage operation did not open until September 1998. Commissions in the quarter ended December 31, 1998 were $5,000. Noninterest Expense: Noninterest expense increased $165,000 to $1,196,000 for the quarter ended December 31, 1998 from $1,031,000 for the same period in 1997. Personnel expenses increased $79,000 in the 1998 period compared to the comparable 1997 period. Cash compensation increased $93,000 for the current quarter. The Association had 68 full-time equivalent employees at December 31, 1998 compared to 57 at December 31, 1997. Most of the staffing increase is due to the opening of the new branch office in Liberty with its extended hours. Payroll taxes and other benefits increased $26,000 due to the increased number of employees. ESOP expenses were $29,000 lower in the quarter ended December 31, 1998 compared to the same period in 1997 due to lower average prices of the Company's common stock in the current quarter. Occupancy expense increased $19,000 to $177,000 for the quarter ended December 31, 1998 compared to the quarter ended December 31, 1997 due to increased real estate taxes and depreciation expenses for the new branch office building which was opened in August 1998 and increased expenses for office equipment, computer upgrades and increased depreciation expense for the new equipment. Federal insurance premiums were $20,000 for both the quarter ended December 31, 1998 and the quarter ended December 31, 1997. Advertising expenses increased $2,000 to $37,000 for the quarter ended December 31, 1998 compared to the same period in 1997. Other operating expenses increased $64,000 to $219,000 for the quarter ended December 31, 1998 compared to the quarter ended December 31, 1997. A consultant was hired in the current quarter to assist in establishing a formal salary administration program. Professional fees increased due to the establishment of the brokerage operation and a cost recovery study done on the recent buildings. Increases in insurance, postage and telephone expense offset decreases in office supplies and other expense. Income Taxes: Income tax expense decreased $19,000 to $297,000 for the quarter ended December 31, 1998, compared to $316,000 for the same period in 1997, primarily due to a decrease of $89,000 in pre-tax income for the comparable periods. The effective tax rate was 39.0% and 37.1% for the quarters ended December 31, 1998 and 1997, respectively. Asset and Liability Management - Interest Rate Sensitivity At December 31, 1998, 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 $15.5 million, representing a cumulative negative one-year gap ratio of 7.0% to total assets. At September 30, 1998, the negative gap was $1.2 million. The change is primarily due to the decrease in the average term of liabilities. That is primarily due to increased balances in money market deposit accounts and other transaction accounts which have no stated maturity and a preference by customers for shorter term certificates of deposit. During this time of lower interest rates, loan customers are also indicating their preference for longer term instruments. The Year 2000 issue The Association has an ongoing program designed to ensure that its operational and financial systems will not be adversely affected by Year 2000 software failures, due to processing errors arising from calculations using the Year 2000 date. Should the Company's mission critical systems fail in the Year 2000, the Company would have difficulty in processing transactions for loan and deposit customers, which could cause significant damage to the Company's important customer relationships. The Association has completed assessment of its computer hardware Year 2000 compliance and testing of such hardware operating systems is approximately 95% complete. The Association has two mission critical software areas: the hardware operating system and the core (loan and deposit) processing system. The hardware operating system currently in use is acknowledged as Year 2000 compliant. A contract has been signed for a Year 2000 compliant core processing system with installation scheduled for June 1999. Proxy testing will be reviewed prior to conversion. The Association is requiring its computer systems and software vendors to represent that the products are, or will be, Year 2000 compliant. Major suppliers and vendors have been requested to provide the Association with their progress in becoming Year 2000 compliant. Responses and progress of vendors is being monitored. In the quarter ended December 31, 1998, Year 2000 costs did not exceed $20,000. Additional costs of Year 2000 compliance are not expected to exceed $80,000 in fiscal 1999. This estimate of costs to become Year 2000 compliant is exclusive of the estimated $425,000 necessary to purchase the new core processing system and related hardware. Contingency plans are being developed for non-compliant non-mission critical items which continue to be updated and improved. Most of the contingency plans involve development of manual procedures or use of alternate systems. 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, 1998 1998 (Dollars in Thousands) Non-Accruing Loans: One- to four-family $552 $721 Multi-family -- -- Commercial -- 34 Land -- -- Construction 1,053 1,044 Consumer -- -- Total non-accuring loans 1,605 1,799 Accruing loans delinquent 90 days or more(1) One- to four-family 441 870 Multi-family 7 7 Commercial -- -- Land 19 -- Construction 599 450 Consumer 46 10 Total accruing loans delinquent 90 days or more 1,112 1,337 Total non-performing loans 2,717 3,136 Foreclosed Assets: One- to four-family -- -- Multi-family -- -- Commercial -- -- Land -- -- Construction -- -- Consumer 14 19 Total foreclosed assets 14 19 Total non-performing assets $2,731 $3,155 Total classified assets $12,692 $11,803 Total non-performing loans as a percentage of loans receivable 1.31% 1.52% Total non-performing assets as a percentage of total assets 1.24% 1.42% _________________ (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 decreased $419,000, or 13.4% to $2,717,000 at December 31, 1998 from $3,136,000 at September 30, 1997. Classified assets increased 7.53% to $12,692,000 at December 31, 1998 from $11,803,000 at September 30, 1998, primarily due to increased delinquencies on development loans. At December 31, 1998, four development loans were delinquent. Since that date, three are now current as to interest and one has been paid off. 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, 1998: Actual Required Excess Amount/Percent Amount/Percent Amount/Percent (Dollars in Thousands) Tangible Capital $35,006 16.18% $3,245 1.50% $31,761 14.68% Core Leverage Capital 35,006 16.18% 8,653 4.00% 26,353 12.18% Risk-Based Capital 36,555 24.81% 11,785 8.00% 24,770 16.81% 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, 1998 and September 30, 1998 were 12.77% and 15.00% 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. There was no activity for advances for the quarter ended December 31, 1998.The Association borrowed $6.0 million in FHLB advances in January 1998 and repaid a maturing advance of $3.0 million. Certificates of deposits were 78.6% of total savings and 62.1% of total interest-bearing liabilities at December 31, 1998 compared to 80.0% and 62.9% respectively at September 30, 1998. 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 12, 1998 /s/ David G. Just David G. Just, President and Chief Executive Officer (Duly Authorized Officer) Date: February 12, 1998 /s/ Ronald W. Hill Ronald W. Hill, Vice-President & Treasurer (Principal Financial & Accounting Officer)