SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March 31, 2000
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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 May 1, 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 March 31, 2000
(unaudited) and September 30, 1999 (audited).................................3
Consolidated Statements of Income and Comprehensive Income for the
three and six months ended March 31, 2000 and March 31, 1999
(unaudited)..................................................................4
Consolidated Statements of Cash Flows for the six months ended
March 31, 2000 and March 31, 1999 (unaudited)................................5
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........................................13
Signatures.......................................................................14
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PART I. FINANCIAL INFORMATION
FARNSWORTH BANCORP INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31 SEPTEMBER 30,
2000 1999
---------------- ----------------
ASSETS (UNAUDITED) (AUDITED)
Cash and due from banks $ 2,417,116 $ 1,883,104
Securities available for sale 8,612,674 8,672,614
Securities held to maturity:
Mortgage-backed 1,642,105 1,755,110
Other 2,270,140 2,267,216
Loans receivable, net 40,131,208 38,832,141
Real Estate Owned, net 88,013
Accrued interest receivable 422,337 423,706
Federal Home Loan Bank of New York stock
at cost substantially restricted 457,800 418,700
Deferred Income Taxes 123,393 99,359
Prepaid taxes 4,882 -
Premises and equipment 1,578,346 1,516,252
Other assets 61,901 72,236
---------------- ----------------
Total assets $ 57,721,902 $ 56,028,451
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 42,794,807 $ 42,490,162
Borrowings from FHLB 9,155,801 7,712,940
Advances by borrowers for taxes and
insurance 182,956 213,653
Accrued income taxes 78,160
Accrued interest payable 94,898 97,119
Accounts payable and other accrued
expenses 61,711 149,254
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Total liabilities 52,290,173 50,741,288
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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 2,550,658 2,451,554
Unreleased common stock and related
additional paid in capital acquired by
employee stock ownership plan (ESOP) (250,695) (303,880)
Unissued Restricted Stock Plan Shares (126,964) (159,364)
Net unrealized depreciation on available
for sale securities net of income taxes (175,517) (135,394)
---------------- ----------------
Total stockholders' equity 5,431,729 5,287,163
---------------- ----------------
Total liabilities and
stockholders' equity $ 57,721,902 $ 56,028,451
================ ================
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FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 MARCH 31
2000 1999 2000 1999
-------------- -------------- --------------- --------------
Interest income:
Loans receivable $ 754,194 $ 652,376 $1,502,365 $1,269,639
Securities 197,753 120,923 388,594 217,331
Federal funds sold 12,788 6,526 26,149 33,221
-------------- -------------- --------------- --------------
Total interest income 964,735 779,825 1,917,108 1,520,191
-------------- -------------- --------------- --------------
Interest expense:
Deposits 383,467 352,404 762,873 703,024
Federal Home Loan Bank advances 124,809 39,449 243,440 44,690
-------------- -------------- --------------- --------------
Total interest expense 508,276 391,853 1,006,313 747,714
-------------- -------------- --------------- --------------
Net interest income 456,459 387,972 910,795 772,477
Provision for loan losses 2,000 9,000 13,000 14,000
-------------- -------------- --------------- --------------
Net interest income after
provision for loan losses 454,459 378,972 897,795 758,477
-------------- -------------- --------------- --------------
Noninterest income:
Fees and other service charges 47,733 64,494 103,459 126,324
Net Realized Gain on Available for
Sale Securities 1,484 1,484
Other Income ( Loss) (8,012) - 4,454
-------------- -------------- --------------- --------------
Total noninterest income 39,721 65,978 107,913 127,808
Noninterest expense:
Compensation and benefits 206,506 184,928 409,559 347,250
Occupancy and equipment 72,802 78,265 133,622 141,396
Federal insurance premiums and
assessments 6,792 5,376 17,003 10,694
Other 145,298 133,003 294,735 254,944
-------------- -------------- --------------- --------------
Total noninterest expense 431,398 401,572 854,919 754,284
-------------- -------------- --------------- --------------
Income before provision for income
taxes 62,782 43,378 150,789 132,001
Provision for income taxes 20,625 18,240 51,685 53,800
-------------- -------------- --------------- --------------
Net income 42,157 25,138 99,104 78,201
Other Comprehensive Income, net of taxes
Unrealized Gain (Loss) on Securities
Available for Sale 7,334 (22,848) (40,123) (1,681)
Reclassification adjustments for gains
included in net income (1,484) - (1,484)
-------------- -------------- --------------- --------------
Comprehensive Income $ 49,491 $ 806 $ 58,981 $ 75,036
============== ============== =============== ==============
Net income per common share:
Basic $ 0.12 $ 0.07 $ 0.29 $ 0.22
Shares used in computing basic
income per share 337,314 349,470 337,314 349,470
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FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED MARCH 31
2000 1999
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Cash flows from operating activities:
Net income $ 99,104 $ 78,201
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Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization 36,729 33,557
Provision for loan losses 13,000 14,000
Net (gain) on sale of assets (1,484)
Net loss on sale of real estate owned 8,013
Decrease (increase) in accrued interest receivable 1,369 (136,502)
Decrease in other assets 10,335 12,079
(Decrease) in advances from borrowers (30,697) (22,049)
(Decrease) in accrued income taxes
and deferred income taxes (87,259) (86,727)
(Decrease) increase in accrued interest payable (2,221) 47,301
(Decrease) in other accrued liabilities (1,960) (68,078)
----------------- -----------------
Total adjustments (52,691) (207,903)
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Net cash provided by (used in) operating
activities 46,413 (129,702)
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Cash flows from investing activities:
Net increase in loans receivable (1,312,067) (4,814,023)
Proceeds from sale of REO 80,000
Redemption of securities, held to maturity 113,005 895,685
Purchase of Federal Home Loan Bank Stock (39,100) (35,500)
Proceeds from sale of securities available for sale 492,344
Purchase of securities, available for sale net (6,497,140)
Purchase of premises and equipment (101,745) (109,970)
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Net cash used in investing
activities (1,259,907) (10,068,604)
----------------- -----------------
Cash flows from financing activities:
Net increase in deposits 304,645 3,691,108
Increase in Federal Home Loan Bank Borrowings 1,442,861 3,000,000
----------------- -----------------
Net cash provided by financing
activities 1,747,506 6,691,108
----------------- -----------------
Net (decrease) increase in cash and due from banks 534,012 (3,507,198)
Cash at beginning of period 1,883,104 3,928,077
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Cash at end of period $ 2,417,116 $ 420,879
================= =================
Supplemental disclosure:
Cash paid during the period for:
Interest $ 508,276 $ 700,413
================= =================
Income taxes $ 120,277 $ 15,000
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Unrealized (loss) on securities available
for sale, net of deferred income taxes $ (40,123) $ (3,165)
================= =================
Non-Cash Items
mortgage to finance sale of Real Estate Owned $ 64,000 $ -
================= =================
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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 March 31,2000, the Consolidated Statements
of Income and Comprehensive Income for the three and six months ended March 31,
2000 and 1999, and the Consolidated Statements of Cash Flows for the six months
ended March 31, 2000 and 1999. The results of operations for the three and six
months ended March 31, 2000, are not necessarily indicative of results that may
be expected for the 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
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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
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The Company is a unitary savings and loan holding company. The Bank operates
three 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.
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New Branch
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In March of 2000 the Bank opened its third branch in the city of Mt. Laurel, New
Jersey. The opening of this branch has added expenses in the current quarter,
and the Bank is anticipating additional expenses in future quarters as well.
NOTE 2. Net Income Per Common Share
---------------------------
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") and the restricted shares held by the Company's Restricted Stock
Plan ("RSP"). 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.
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For the three months ended March 31
-----------------------------------
2000 1999
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Weighted Per- Weighted Per-
Average Share Average Share
Income Shares Amount Income Shares Amount
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Net Income available to
Common Shareholders $42,157 379,858 $25,138 379,858
ESOP Shares (27,350) (30,388)
RSP Shares (15,194)
$42,157 337,314 0.12 $25,138 349,470 0.07
======= ======= ==== ====== ======= ====
For the six months ended March 31
---------------------------------
2000 1999
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Weighted Per- Weighted Per-
Average Share Average Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------- ------
Net Income available to
Common Shareholders $99,104 379,858 78,201 379,858
ESOP Shares (27,350) (30,388)
RSP Shares (15,194)
$99,104 337,314 0.29 $78,201 349,470 0.22
======= ======= ==== ====== ======= ====
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
The Company may from time to time make written or oral forward-looking
statements. Including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Statements made in such documents, other than those concerning
historical information, should be considered forward-looking and subject to
various risks and uncertainties. Such forward-looking statements are made based
upon management's beliefs as well as assumptions made by, and information
currently available to, management pursuant to "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The Company's actual results
may differ materially from the results anticipated in forward-looking statements
due to a variety of factors, including governmental monetary and fiscal
policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, and interest rate risk management; the effects of competition
in the banking business from other commercial banks, savings and loan
associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market mutual funds and
other financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet; changes in
governmental regulations relating to the banking industry, including regulations
relating to branching and acquisitions; failure of assumptions underlying the
establishment of reserves for losses, including the value of collateral
underlying delinquent loans, and other factors. The Company cautions that such
factors are not exclusive. The Company does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company.
Financial Condition
Total assets increased $1.7 million or 3.0% to $57.7 million at March
31, 2000 from $56.0 million at September 30, 1999. The increase was primarily
attributable to a $1.3 million increase in loans receivable, net. Total
liabilities increased $1.6 million or 3.0%, to $52.3 million at March 31, 2000
from $50.7 million at September 30, 1999. The increase was primarily
attributable to a $ 1.4 million increase in borrowings from the FHLB.
Stockholders' equity increased $145,000 to $5.4 million or 9.4% of
total assets at March 31, 2000, as compared to $5.3 million or 9.4% of total
assets at September 30, 1999. The increase in stockholders' equity is primarily
attributable to net income of $99,000, and amortization of ESOP and Restricted
Stock Plan shares of $86,000 offset by an increase in the unrealized
depreciation on available for sale securities net of taxes of $40,000.
Results of Operations for the Three and Six Months Ended March 31, 2000 and
March 31, 1999
Net Income. The Bank's net income increased $17,000 for the quarter
ended March 31, 2000 to $42,000 from $25,000 for the quarter ended March 31,
1999. The increase in net income was attributable to an increase in the Bank's
net interest income of $68,000 offset by a decrease in non-interest income of $
26,000 and an increase in non-interest expense of $30,000. Net income increased
$21,000 for the six months ended March 31, 2000, to $99,000 from $78,000 for the
same period in 1999.
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-
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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 $75,000,
or 19.80%, to $454,000 for the quarter ended March 31, 2000 as compared to the
quarter ended March 31, 1999. The increase was primarily due to the growth in
interest-earning assets to $55.7 million at March 31, 2000 from $ 48.4 million
at March 31, 1999. Net interest income after provisions for loan losses
increased $139,000 for the six months ended March 31, 2000, to $898,000 from
$758,000 for the same period in 1999.
Provision for Loan Losses. Provision for loan losses was $2,000 for the
quarter ended March 31, 2000, as compared to $9,000 for the quarter ended March
31, 1999. For the six months ended March 31, 2000, the provision for loan losses
decreased by $1,000 to $13,000 as compared to $14,000 for the same period in
1999.
Management believes the allowance for loan losses is 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 decreased $26,000 or 40.0%
from $ 66,000 for the quarter ended March 31, 1999 to $40,000 for the same
period in 2000. This decrease in the Bank's non-interest income was due to the
recognition of a miscellaneous loss of $8,000 and a decrease in other fees of
$17,000 in 2000.
Non-Interest Expense. Non-interest expense increased $30,000 or 7.5%
from $401,000 for the quarter ended March 31, 1999 to $431,000 for the same
period in 2000. The increase in the Bank's non-interest expense was attributable
primarily to the opening of the Bank's new Mount Laurel branch office and was
due to a $12,000 increase in other non-interest expense and an increase of
$22,000 in the Bank's compensation and benefits. Expenses attributable to the
Mount Laurel office will result in increased expenses in future periods as well.
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 increased $3,000 from $18,000
for the quarter ended March 31, 1999 to $21,000 for the quarter ended March 31,
2000. This increase in income tax expense is due to additional income offset by
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 14.59% at March
31, 2000.
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
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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 six months ended March 31, 2000 was $46,000, an increase of $176,000, as
compared to the same period in 1999. The increase in 2000 was primarily due net
income of $99,000 depreciation and amortization of $122,000 offset by a decrease
in the accrued income tax and deferred income taxes of $87,000, and a increase
in non-deposit liabilities of $87,000.
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
six months ended March 31, 2000, totaled $1.3 million, a decrease of $8.8
million. The decrease in cash was primarily attributable to funding net loan
growth of $1.3 million in 2000 as compared to $4.8 in 1999 as well as investment
purchases of $6.5 million in 1999. The decrease in cash was partially offset by
redemption of securities of $113,000 in 2000 as compared to $896,000 in 1999.
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 six months ended March 31, 2000, totaled $1.7 million, a
decrease of $4.9 million as compared to the six months ended March 31, 1999.
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 4% 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 March 31, 1999, with tangible, core and
risk based capital ratios of 8.30%, 8.30 % and 17.23 %, respectively.
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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
---------------------------------------------------
The annual meeting of stockholders of the Company was held on January
25, 2000, and the following matters were voted on by stockholders:
Proposal I: Election of Directors
FOR WITHHELD
------- --------
Edgar N. Peppler 267,403 21,900
Gary N. Pelehaty 286,803 2,500
Proposal II: Ratification of the Farnsworth Bancorp, Inc. 1999 Stock
Option Plan
FOR 195,270
AGAINST 7,833
ABSTAIN 2,300
Proposal III: Ratification of the Peoples Savings Bank Restricted Stock
Plan
FOR 121,327
AGAINST 2,680
ABSTAIN 1,200
Item 5. Other Information
-----------------
Not applicable.
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
27 Financial Data Schedule (electronic filing only)
(b) No current reports on Form 8-K were filed during the quarter
ended March 31, 2000.
-13-
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: May 10, 2000 By:/s/Gary N. Pelehaty
-------------------
Gary N. Pelehaty
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2000 By:/s/Charles Alessi
-----------------
Charles Alessi
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
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