SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________.
Commission File No. 0-24621
Farnsworth Bancorp, Inc.
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(Exact name of Small Business Issuer as Specified in Its Charter)
New Jersey 22-3591051
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
789 Farnsworth Avenue, Bordentown, New Jersey 08505
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(Address of Principal Executive Offices)
(609) 298-0723
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Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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Number of shares of Common Stock outstanding as of January 19, 2000: 379,858
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Transitional Small Business Disclosure Format (check one)
YES NO X
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Contents
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Page(s)
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements................................................................................3
Consolidated Statements of Financial Condition at December 31, 1999
(unaudited) and September 30, 1999 (audited)............................................................3
Consolidated Statements of Income and Comprehensive Income for the
three months ended December 31, 1999 and December 31, 1998
(unaudited).............................................................................................4
Consolidated Statements of Cash Flows for the three months ended
December 31, 1999 and December 31, 1998 (unaudited).....................................................5
Consolidated Statement of Changes in Stockholders' Equity for the
three Months ended December 31, 1999 (unaudited) and the year
ended September 30, 1999
(audited)...............................................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................................................9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................................................12
Item 2. Changes in Securities and Use of Proceeds..........................................................12
Item 3. Defaults upon Senior Securities....................................................................12
Item 4. Submission of Matters to a Vote of Security Holders................................................12
Item 5. Other Information..................................................................................12
Item 6. Exhibits and Reports on Form 8-K...................................................................12
Signatures..................................................................................................13
-2-
FARNSWORTH BANCORP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31 SEPTEMBER 30
1999 1999
---------------- --------------------
ASSETS (UNAUDITED) (AUDITED)
Cash and due from banks $ 1,902,675 $ 1,883,104
Securities available for sale 8,601,561 8,672,614
Securities held to maturity:
Mortgage-backed 1,688,879 1,755,110
Other 2,268,225 2,267,216
Loans receivable, net 40,162,801 38,832,141
Real Estate Owned, net 88,013 88,013
Accrued interest receivable 449,655 423,706
Federal Home Loan Bank of New York stock
at cost substantially restricted 434,300 418,700
Deferred Income Taxes 126,647 99,359
Premises and equipment 1,501,997 1,516,252
Other assets 54,079 72,236
---------------- --------------------
Total assets $ 57,278,832 $ 56,028,451
================ ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 43,272,904 $ 42,490,162
Borrowings from FHLB 8,184,663 7,712,940
Advances by borrowers for taxes and
insurance 175,429 213,653
Accrued income taxes 77,060 78,160
Accrued interest payable 89,773 97,119
Accounts payable and other accrued
expenses 182,350 149,254
---------------- --------------------
Total liabilities 51,982,179 50,741,288
---------------- --------------------
Preferred stock $.10 par value, 1,000,000
shares authorized; none issued and
outstanding
Common stock $.10 par value, 5,000,000 shares
authorized; 379,858 shares issued and
outstanding 37,985 37,985
Additional paid in capital 3,396,262 3,396,262
Retained earnings substantially restricted 2,508,501 2,451,554
Unreleased common stock and related -
additional paid in capital acquired by -
employee stock ownership plan (ESOP) (303,880) (303,880)
Unissued Restricted Stock Plan Shares (159,364) (159,364)
Net unrealized depreciation on available -
for sale securities net of income taxes (182,851) (135,394)
---------------- --------------------
Total stockholders' equity 5,296,653 5,287,163
---------------- --------------------
Total liabilities and
stockholders' equity $ 57,278,832 $ 56,028,451
================ ====================
-3-
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
THREE MONTHS ENDED
DECEMBER 31
1999 1998
-------------- ------------
Interest income:
Loans receivable $ 748,171 $ 617,263
Securities 190,841 96,408
Federal funds sold 13,361 26,695
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Total interest income 952,373 740,366
Interest expense:
Deposits 379,406 350,620
Federal Home Loan Bank advances 118,631 5,241
-------------- ------------
Total interest expense 498,037 355,861
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Net interest income 454,336 384,505
Provision for loan losses 11,000 5,000
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Net interest income after
provision for loan losses 443,336 379,505
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Noninterest income:
Fees and other service charges 55,726 61,830
Other Income 12,466 -
-------------- ------------
Total noninterest income 68,192 61,830
Noninterest expense:
Compensation and benefits 203,053 162,322
Occupancy and equipment 60,820 63,131
Federal insurance premiums and
assessments 10,211 5,318
Other 149,437 121,941
-------------- ------------
Total noninterest expense 423,521 352,712
-------------- ------------
Income before provision for income
taxes 88,007 88,623
Provision for income taxes 31,060 35,560
-------------- ------------
Net income $ 56,947 $ 53,063
============== ============
Other Comprehensive Income, net of taxes
Unrealized Gain (Loss) on Securities
Available for Sale (47,457) 21,167
-------------- ------------
Comprehensive Income $ 9,490 $ 74,230
============== ============
Net income per common share:
Basic $ 0.17 $ 0.15
Shares used in computing basic
income per share 337,314 349,470
-4-
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED DECEMBER 31
1999 1998
----------------- -----------------
Cash flows from operating activities:
Net income $ 56,947 $ 53,063
----------------- -----------------
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and Amortization 17,789 16,331
Provision for loan losses 11,000 5,000
(Increase) in accrued interest receivable (25,949) (61,255)
Decrease in other assets 18,157 22,964
(Decrease) in advances from borrowers (38,224) (25,174)
(Decrease) in accrued income taxes
and deferred income taxes (3,941) (74,904)
(Decrease) increase in accrued interest payable (7,346) 16,197
Increase (decrease) in other accrued liabilities 33,096 (21,612)
----------------- -----------------
Total adjustments 4,582 (122,453)
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Net cash provided by (used in) operating
activities 61,529 (69,390)
----------------- -----------------
Cash flows from investing activities:
Net increase in loans receivable (1,341,661) (1,119,707)
Purchase of securities held to maturity - -
Redemption of securities, held to maturity 66,273 255,455
Purchase of Federal Home Loan Bank Stock (15,600) -
Proceeds from sale of securities available for sale - -
Purchase of securities, available for sale net - (4,500,000)
Purchase of premises and equipment (5,438) (59,051)
----------------- -----------------
Net cash used in investing activities (1,296,426) (5,423,303)
----------------- -----------------
Cash flows from financing activities:
Net increase in deposits 782,742 2,418,064
Increase in Federal Home Loan Bank borrowings 471,726 1,000,000
----------------- -----------------
Net cash provided by financing
activities 1,254,468 3,418,064
----------------- -----------------
Net (decrease) increase in cash and due from banks 19,571 (2,074,629)
Cash at beginning of period 1,883,104 3,928,077
----------------- -----------------
Cash at end of period $ 1,902,675 $ 1,853,448
================= =================
Supplemental disclosure:
Cash paid during the period for:
Interest $ 498,037 $ 301,884
================= =================
Income taxes $ 35,000 $ 110,200
================= =================
Unrealized gain (loss) on securities available
for sale, net of deferred income taxes $ (47,457) $ 21,167
================= =================
-5-
FARNSWORTH BANCORP INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 (unaudited) and
THE YEAR ENDED SEPTEMBER 30, 1999 (audited)
NET UNREALIZED
APPRECIATION
(DEPRECIATION)
RETAINED COMMON COMMON ON SECURITIES
ADDITIONAL EARNINGS STOCK STOCK AVAILABLE
COMMON PAID IN SUBSTANTIALLY ACQUIRED ACQUIRED BY FOR SALE
STOCK CAPITAL RESTRICTED BY RSP ESOP NET OF TAXES TOTAL
-------- ----------- ---------------- ----------- ---------------- ------------- ------------
BALANCE AT SEPTEMBER 30, 1998 $ 37,985 $3,396,262 $ 2,227,363 $ - $ (303,880) $ 84,998 $ 5,442,728
NET INCOME FOR THE YEAR ENDED
SEPTEMBER 30, 1999 - - 224,191 - - - 224,191
ACQUISITION OF COMMON STOCK -
BY RSP - - - (159,364) - - (159,364)
CHANGE IN UNREALIZED
APPRECIATION ON SECURITIES
AVAILABLE FOR SALE, NET OF TAX - - - - - (220,392) (220,392)
-------- ----------- ---------------- ----------- ---------------- ------------- ------------
BALANCE AT SEPTEMBER 30, 1999 37,985 3,396,262 2,451,554 (159,364) (303,880) (135,394) 5,287,163
NET INCOME FOR THE THREE MONTHS
ENDED DECEMBER 31, 1999 - - 56,947 - - - 56,947
CHANGE IN UNREALIZED
DEPRECIATION ON SECURITIES
AVAILABLE FOR SALE, NET OF TAX - - - - - (47,457) (47,457)
-------- ----------- ---------------- ---------- ---------------- ------------- ------------
BALANCE AT DECEMBER 31, 1999 $ 37,985 $3,396,262 $ 2,508,501 $ (159,364) $ (303,880) $ (182,851) $ 5,296,653
======== =========== ================ =========== ================ ============= ============
-6-
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1. Presentation of Financial Information
-------------------------------------
The accompanying unaudited consolidated interim financial statements
include the accounts of Farnsworth Bancorp, Inc. (the "Company") and its
subsidiary Peoples Savings Bank (the "Bank"). The accompanying unaudited
consolidated interim financial statements have been prepared in accordance with
the instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accounting and reporting policies of the
Company conform in all material respects to generally accepted accounting
principles and to general practice within the thrift industry. It is the opinion
of management that the accompanying unaudited consolidated interim financial
statements reflect all adjustments which are considered necessary to report
fairly the financial position as of December 31,1999, the Consolidated
Statements of Income and Comprehensive Income for the three months ended
December 31, 1999 and 1998, the Consolidated Statements of Cash Flows for the
three months ended, December 31, 1999 and 1998 and the Consolidated Statement of
Stockholders' Equity for the year ended September 30, 1999 and the three months
ended December 31, 1999. The results of operations for the three months ended
December 31, 1999, are not necessarily indicative of results that may be
expected for the entire year ending September 30, 2000, or for any other period.
The accompanying unaudited consolidated interim financial statements should be
read in conjunction with the Company's September 30, 1999 consolidated financial
statements, including the notes thereto, which are included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999.
In preparing the financial statements, management is required to make estimates
and assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported revenues and
expenses. Actual results could differ significantly from those estimates. In
addition, various regulatory agencies, as an integral part of their examination
process, periodically review the Bank's allowance for loan losses and foreclosed
real estate. Such agencies may require the Bank to recognize additions to the
allowance for loan losses or additional write-downs on foreclosed real estate
based on their judgments about information available to them at the time of
their examination.
Cash Equivalents
- ----------------
For the purpose of presentation in the Consolidated Statements of Cash Flows,
cash and cash equivalents are defined as those amounts included in the
balance-sheet caption "cash and due from banks." The Company considers all
highly liquid investments with original maturities of three months or less when
purchased as cash equivalents.
Nature of Operations
- --------------------
The Company is a unitary savings and loan holding company. The Bank operates two
branches in Burlington County, New Jersey. The Bank offers customary banking
services, including accepting checking, savings and time deposits and the making
of commercial, real estate and consumer loans, to customers who are
predominantly small and middle-market businesses and middle-income individuals.
-7-
NOTE 2. Net Income Per Common Share
---------------------------
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share". Statement No. 128 is effective for the years
ended after December 15, 1997 and requires that prior period data be restated.
Per share amounts are reported in accordance with Statement No. 128.
Basic net income per common share is calculated by dividing net income by
the number of shares of common stock outstanding, adjusted for the unallocated
portion of shares held by the Company's Employee Stock Ownership Plan ("ESOP").
Diluted net income per share is calculated by adjusting the number of shares of
common stock outstanding to include the effect of stock options, stock-based
compensation grants and other securities, if dilutive, generally, using the
treasury stock method. The Company has no potentially dilutive securities.
Per share amounts for the quarters ended December 31, 1999 and 1998 have
been calculated based on the net income for the entire year.
For the three months ended December 31
--------------------------------------
1999 1998
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Weighted Per- Weighted Per-
Average Share Average Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
Net income available to Common
Shareholders $56,947 337,314 $ 0.17 $53,063 349,470 $ 0.15
ESOP Shares (27,350) (30,388)
RSP Shares (15,194)
$56,947 337,314 0.17 $53,063 349,470 0.15
======== ======= ==== ======= ======= ====
-8-
NOTE 3. Recent Accounting Pronouncements
--------------------------------
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income and its components in financial statements. Statement 130 states that
comprehensive income includes reported net income of a company, adjusted for
items that are currently accounted for as direct entries to equity, such as the
net unrealized gain or loss on securities available for sale, foreign currency
items, and minimum pension liability adjustments. This statement is effective
for both interim and annual periods beginning after December 15, 1997. As
required, the Company adopted Statement 130 in the first quarter of fiscal 1999,
and reported comprehensive income in accordance with the new statement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
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Financial Condition
Total assets increased $1.3 million or 2.3% to $57.3 million at
December 31, 1999 from $56.0 million at September 30, 1999. The increase was
primarily attributable to a $1.3 million increase in the Bank's loans
receivable, net. The Bank's total liabilities increased $1.2 million or 2.4%, to
$52.0 million at December 31, 1999 from $50.8 million at September 30, 1999. The
increase was primarily attributable to a $783,000 increase in deposits and an
increase in borrowings from the FHLB of $472,000.
Stockholders' equity increased $10,000 to $5.297 million or 9.3% of
total assets at December 31, 1999, as compared to $5.287 million or 9.4% of
total assets at September 30, 1999. The increase in stockholders' equity is
primarily attributable to net income of $57,000, offset by an increase in the
unrealized depreciation on available for sale securities net of taxes of
$47,000.
Results of Operations
Net Income. The Bank's net income increased $4,000 for the quarter
ended December 31, 1999 to $57,000 from $53,000 for the quarter ended December
31, 1998. The increase in net income was attributable to an increase in the
Bank's net interest income of $69,000 and an increase in non-interest income of
$6,000, partially offset by an increase in non-interest expense of $71,000.
Net Interest Income. Net interest income is the most significant
component of the Bank's income from operations. Net interest income is the
difference between interest the Bank received on its interest-earning assets,
primarily loans, investment and mortgage-backed securities, and interest the
Bank pays on its interest-bearing liabilities, primarily deposits and
borrowings. Net interest income depends on the volume of and rates earned on
interest-earning assets and the volume of and rates paid on interest-bearing
liabilities.
Net interest income after provision for loan losses increased $64,000,
or 16.8%, to $443,000 for the quarter ended December 31, 1999 as compared to the
quarter ended December 31, 1998. The increase was primarily due to the growth in
interest-earning assets to $55.0 million in 1999 from $43.3 million in 1998.
Provision for Loan Losses. Provision for loan losses was $11,000 for
the quarter ended December 31, 1999, as compared to $5,000 for the quarter ended
December 31, 1998.
-9-
Management believes the allowance for loan losses are at a level that
is adequate to provide for estimated losses. However, there can be no assurance
that further additions will not be made to the allowance and that such losses
will not exceed the estimated amount.
Non-Interest Income. Non-interest income increased $6,000 or 9.7% from
$62,000 for the quarter ended December 31, 1998 to $68,000 for the same period
in 1999. This increase in the Bank's non-interest income was due the recognition
of miscellaneous income of $12,000 offset by a decrease in other fees of $6,000.
Non-Interest Expense. Non-interest expense increased $71,000 or 21%
from $353,000 for the quarter ended December 31, 1998 to $424,000 for the same
period in 1999. The increase in the Bank's non-interest expense was due to a
$27,000 increase in other non-interest expense and an increase of $41,000 in the
Bank's compensation and benefits. The category of non-interest expense
classified as "Other" is comprised of expenses related to advertising, fees
charged by banks, loan processing fees, NOW expenses, costs related to supplies
and various professional fees.
Income Tax Expense. Income tax expense decreased $5,000 from $36,000 in
1998 to $31,000 in 1999. This decrease in income tax expense is due to permanent
differences.
Liquidity and Capital Resources
The Bank is required to maintain minimum levels of liquid assets as
defined by OTS regulations. This requirement, which varies from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of the Bank's deposits and short-term borrowings. The required ratio currently
is 4.0% and the Bank's regulatory liquidity ratio average was 15.51 at December
31, 1999.
The Bank's primary sources of funds are deposits, repayment of loans
and mortgage-backed securities, maturities of investment securities and
interest-bearing deposits with other banks, advances from the FHLB of New York,
and funds provided from operations. While scheduled repayments of loans and
mortgage-backed securities and maturities of investment securities are
predictable sources of funds, deposit flows, and loan prepayments are greatly
influenced by the general level of interest rates, economic conditions and
competition. The Bank uses its liquidity resources principally to fund existing
and future loan commitments, maturing certificates of deposit and demand deposit
withdrawals, to invest in other interest-earning assets, to maintain liquidity,
and meet operating expenses.
Net cash provided by the Bank's operating activities (the cash effects
of transactions that enter into the Bank's determination of net income e.g.,
non-cash items, amortization and depreciation, provision for loan losses) for
the quarter ended December 31, 1999 was $49,000, an increase of $118,000, as
compared to the same period in 1998. The increase in 1999 was primarily due to a
decrease in the accrued income tax and deferred income taxes of $71,000, and a
increase in non-deposit liabilities of $52,000.
-10-
Net cash used by the Bank's investing activities (i.e., cash
disbursements, primarily for the purchase of the Bank's investment securities
and mortgage-backed securities portfolios and the Bank's loan portfolio) for the
quarter ended December 31, 1999, totaled $1.3 million, a decrease of $4.1
million. The decrease in cash was primarily attributable to funding net loan
growth of $1.3 million in 1999 as compared to $1.1 in 1998 as well as investment
purchases of $4.5 million in 1998. The decrease in cash was partially offset by
redemption of securities of $66,000 in 1999 as compared to $255,000 in 1998.
Net cash provided in the Bank's financing activities (i.e., cash
receipts primarily from net increases in deposits and net increases in FHLB
advances) for the quarter ended December 31, 1999, totaled $1.3 million, a
decrease of $2.1 million as compared to the quarter ended December 31, 1998.
Office of Thrift Supervision ("OTS") capital regulations applicable to
the Bank require savings institutions to meet three capital standards: (1)
tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio
(core capital) equal to at least 3% of total adjusted assets, and (3) a
risk-based capital requirement equal to 8.0% of total risk-weighted assets. In
addition, the OTS prompt corrective action regulation provides that a savings
institution that has a leverage capital ratio of less than 4% (3% for
institutions receiving the highest examination rating) will be deemed to be
"undercapitalized" and may be subject to certain restrictions. The Bank was in
compliance with these requirements at December 31, 1999, with tangible, core and
risk based capital ratios of 8.14%, 8.14% and 16.86%, respectively.
-11-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Registrant is not engaged in any legal proceedings at the present
time. From time to time, the Bank is a party to legal proceedings
within the normal course of business wherein it enforces its security
interests in loans made by it, and other similar matters.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
3(i) Articles of Incorporation of Farnsworth Bancorp, Inc. *
3(ii) Bylaws of Farnsworth Bancorp, Inc. *
10.1 Employment Agreement with Gary N. Pelehaty *
10.2 Employment Agreement with Charles Alessi *
10.3 Severance Agreement with Elaine Denelsbeck *
10.4 Farnsworth Bancorp, Inc. 1999 Stock Option Plan**
10.5 Peoples Savings Bank Restricted Stock Plan**
27 Financial Data Schedule (electronic filing only)
---------------
* Incorporated by reference to the Registration Statement on Form
SB-2 (File No. 333-56689) declared effective by the SEC on August
10, 1999.
** Incorporated by reference to the exhibits to the Proxy Statement
for the Annual Meeting of Stockholders held on April 6, 1999 and
filed with the SEC on February 22, 1999 (File No. 0-24621).
(b) No current reports on Form 8-K were filed during the quarter
ended December 31, 1999.
-12-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FARNSWORTH BANCORP, INC.
Date: February 8, 2000 By:/s/Gary N. Pelehaty
-----------------------------------------
Gary N. Pelehaty
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
Date: February 8, 2000 By:/s/Charles Alessi
-----------------------------------------
Charles Alessi
Vice President, Secretary and Treasurer
(Principal Financial and Accounting Officer)