U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 1996 ----------------- [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from _____________ to _____________ Commission file number: 0-21113 AFSALA Bancorp, Inc. - ------------------------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware 14-1793890 - -------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 161 Church Street Amsterdam, New York 12010 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (518) 842-5700 - ------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 --- --- Number of shares outstanding of each issuer's classes of common equity as of February 7, 1997: 1,454,750 Transitional Small Business Disclosure Format (check one): Yes No X --- --- -1- AFSALA BANCORP, INC. INDEX PART I - CONSOLIDATED FINANCIAL INFORMATION Page No. -------- Item 1 Financial Statements............................................. 1 Consolidated Balance Sheets as of December 31, 1996 (unaudited) and September 30, 1996............................. 1 Consolidated Statements of Income for the three months ended December 31, 1996 and 1995 (unaudited)............ 2 Consolidated Statements of Cash Flows for the three months ended December 31, 1996 and 1995 (unaudited).... 3 Notes to (unaudited) Consolidated Interim Financial Statements. 4 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations............................................ 5 PART II - OTHER INFORMATION Item 1 Legal Proceedings................................................ 16 Item 2 Changes in Securities............................................ 16 Item 3 Defaults upon Senior Securities.................................. 16 Item 4 Submission of Matters to a Vote of Security Holders.............. 16 Item 5 Other Information................................................ 16 Item 6 Exhibits and Reports on Form 8-K................................. 16 SIGNATURES -i- AFSALA BANCORP,INC. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) December 31, September 30, Assets 1996 1996 ------ -------------- -------------- Cash and due from banks $ 4,440,393 $ 4,816,392 Federal funds sold 3,100,000 19,200,000 Term deposits with the Federal Home Loan 7,000,000 3,000,000 Bank -------------- -------------- Total cash and cash equivalents 14,540,393 27,016,392 -------------- -------------- Securities available for sale, at 15,890,167 17,131,802 approximate fair value Investment securities held to maturity 43,557,680 34,999,930 Federal Home Loan Bank of New York stock, 565,300 565,300 at cost Loan receivable, net 72,189,769 70,677,291 Accrued interest receivable 1,262,475 1,156,466 Premises and equipment, net 1,673,626 1,703,491 Other assets 166,688 426,015 -------------- -------------- Total assets $149,846,098 $153,676,687 ============== ============== Liabilities and Stockholders' Equity ------------------------------------ Liabilities: Deposits 125,665,596 126,460,081 Federal Home Loan Bank of New York long term borrowings 1,706,250 1,815,625 Escrow accounts 451,891 365,187 Accrued expenses and other liabilities 1,105,673 4,444,922 -------------- -------------- Total liabilities 128,929,410 133,085,815 Commitments and contingent liabilities Stockholders' Equity: Preferred stock, $0.10 par value; authorized 500,000 shares; none issued - - Common stock, $0.10 par value; authorized 1,454,750 shares issued and outstanding 145,475 145,475 Additional paid-in capital 13,465,092 13,460,381 Retained earnings, substantially restricted 8,390,464 8,120,864 Common stock acquired by ESOP (1,080,105) (1,107,800) Net unrealized (loss) on securities available for sale, net of tax (4,238) (28,048) -------------- -------------- Total stockholders' equity 20,916,688 20,590,872 -------------- -------------- Total liabilities and stockholders' equity $149,846,098 $153,676,687 ============== ============== See accompanying notes to unaudited consolidated interim financial statements 1 AFSALA BANCORP,INC. AND SUBSIDIARY Consolidated Statements of Income For the three months ended December 31, 1996 and 1995 (Unaudited) 1996 1995 ----------- ------------ Interest and dividend income: Interest and fees on loans $1,518,654 $1,396,813 Interest on Federal funds sold 110,052 80,228 Interest on FHLB term deposits 106,888 23,238 Interest on securities available for sale 234,755 31,872 Interest on investment securities 635,758 664,251 Dividends on Federal Home Loan Bank of New York stock 9,393 9,776 ----------- ------------ Total interest and dividend income 2,615,500 2,206,178 ----------- ------------ Interest expense: Deposits and escrow accounts 1,302,506 1,283,433 Federal Home Loan Bank of New York long term borrowings 30,897 39,316 ----------- ------------ Total interest expense 1,333,403 1,322,749 ----------- ------------ Net interest income 1,282,097 883,429 ----------- ------------ Provision for loan losses 80,000 30,000 ----------- ------------ Net interest income after provision for loan losses 1,202,097 853,429 Non-interest income: Service charges on deposit accounts 110,338 88,431 Other 13,011 2,907 ----------- ------------ Total non-interest income 123,349 91,338 ----------- ------------ Non-interest expense: Compensation and benefits 371,803 325,724 Occupancy and equipment 133,438 111,331 FDIC deposit insurance premium 55,317 63,051 Data processing fees 69,967 65,788 Professional service fees 58,750 32,849 Advertising 14,389 10,354 Supplies 25,838 12,979 Other 179,113 114,263 ----------- ------------ Total non-interest expense 908,615 736,339 ----------- ------------ Income before income tax expense 416,831 208,428 Income tax expense 147,231 58,100 ----------- ------------ Net Income $ 269,600 $ 150,328 =========== ============ Net Income per share $ 0.20 N/A =========== ============ See accompanying notes to unaudited consolidated interim financial statements 2 AFSALA BANCORP,INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Three months ended December 31, (Unaudited) 1996 1995 ----------------- ---------------- Increase (decrease) in cash and cash equivalents: Cash flows from operating activities: Net income $ 269,600 $ 150,328 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 51,837 42,216 Provision for loan losses 80,000 30,000 ESOP Compensation expense 32,406 - (Increase) decrease in accrued interest receivable (106,009) 57,755 Decrease in other assets 259,327 43,355 (Decrease) increase in accrued expenses and other liabilities (3,351,517) 91,275 ----------- ------------ (3,033,956) 264,601 ----------- ------------ (2,764,356) 414,929 ----------- ------------ Cash flows from investing activities: Proceeds from the maturity and call of securities available for sale 1,777,713 842 Purchase of securities available for sale (500,000) - Proceeds from the maturity and call of investment securities 2,439,094 3,117,245 Purchase of investment securities (10,996,844) (2,426,899) Net loans made to customers (1,592,478) (1,492,177) Capital expenditures (21,972) (49,518) ----------- ------------ (8,894,487) (850,507) ----------- ------------ Cash flows from financing activities: Net (decrease) increase in deposits (794,485) 3,202,845 Net increase in escrow accounts 86,704 126,327 Repayments on long term borrowings from the Federal Home Loan Bank (109,375) (109,375) ----------- ------------ (817,156) 3,219,797 ----------- ------------ Net increase (decrease) in cash and cash equivalents (12,475,999) 2,784,219 Cash and cash equivalents at beginning of period 27,016,392 9,673,328 ----------- ------------ Cash and cash equivalents at end of period $14,540,393 $ 12,457,547 =========== ============ Additional Disclosures Relative to Cash Flows: Interest paid $ 1,329,364 $ 1,322,365 =========== ============ Taxes paid $ 134,130 $ 40,000 =========== ============ Supplemental schedules of non-cash investing and financing activities: Investment securities held to maturity transferred to securities available for sale $ - $ 16,602,489 =========== ============ Change in net unrealized gain (loss) on securities available for sale, net of tax $ 23,810 $ 2,734 =========== ============ See accompanying notes to unaudited consolidated interim financial statements 3 AFSALA Bancorp, Inc. Notes to Unaudited Consolidated Interim Financial Statements 1. Presentation of Financial Information The accompanying unaudited consolidated interim financial statements include the accounts of AFSALA Bancorp, Inc. and its subsidiary (the Company) Amsterdam Federal 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 savings bank 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, 1996, the Consolidated Statements of Income for the three months ended December 31, 1996 and 1995, and the Consolidated Statements of Cash Flows for the three months ended December 31, 1996 and 1995. The results of operations for the three months ended December 31, 1996 are not necessarily indicative of results that may be expected for the entire year ending September 30, 1997. The accompanying unaudited consolidated interim financial statements should be read in conjunction with AFSALA Bancorp, Inc.'s September 30, 1996 consolidated financial statements, including the notes thereto, which are included in AFSALA Bancorp, Inc.'s 1996 Annual Report on Form 10-KSB. 2. Earnings Per Share Earnings per share for the quarter ended December 31, 1996 has been determined by dividing net income by the weighted average number of shares of common stock outstanding for the quarter. Shares of common stock outstanding are reduced by the Company's Employee Stock Ownership Plan (ESOP) shares that have not been committed to be released in accordance with SOP 93-6, "Employers' Accounting for Employee Stock Ownership Plans". Earnings per share for the quarter ended December 31, 1995 are not applicable as there were no shares outstanding during this time period. 3. Employee Stock Ownership Plan On December 31, 1996, the Company was committed to release 2,770 shares of its common stock owned by the Company's ESOP. The commitment resulted in approximately $32 thousand of additional compensation cost. 4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General AFSALA Bancorp, Inc. (the Company) is a Delaware corporation organized in June 1996 at the direction of Amsterdam Federal Bank (the Bank) to acquire all of the capital stock that the Bank issued upon the Bank's conversion from the mutual to stock form of ownership. On September 30, 1996, the Company completed its initial public stock offering, issuing 1,454,750 shares of $.10 par value common stock at $10.00 per share. Net proceeds to the Company were $13.6 million after conversion costs. Approximately $1.1 million of the proceeds were utilized to fund a loan by the Company to the Company's Employee Stock Ownership Plan (ESOP) which purchased 110,780 shares of the Company's common stock during the offering. The Company is not an operating company and has not engaged in any significant business to date. As such, references herein to the Bank subsequent to September 30, 1996 include the Company unless the context otherwise indicates. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between the interest income earned on its assets, primarily loans and investments, and the interest expense on its liabilities, primarily deposits and borrowings. Net interest income may be affected significantly by general economic and competitive conditions and policies of regulatory agencies, particularly those with respect to market interest rates. The results of operations are also significantly influenced by the level of non-interest expenses, such as employee salaries and benefits, other income, such as loan-related fees and fees on deposit-related services, and the Bank's provision for loan losses. The Bank has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. Management's strategy has been to try to achieve a high loan to asset ratio and a high proportion of lower-costing, non-time deposit accounts in the deposit portfolio. At December 31, 1996, the Bank's loans receivable, net, to assets ratio was 48.2% up from 46.0% at September 30, 1996. At December 31, 1996 and September 30, 1996, $62.3 million or 49.6% and $62.6 million or 49.5%, respectively of total deposits were in non-time deposit accounts. Financial Condition Total assets decreased by $3.8 million or 2.5% to $149.8 million at December 31, 1996 from $153.7 million at September 30, 1996, primarily due to the payment of cashier checks which were issued and outstanding on September 30, 1996 to refund the over-subscriptions related to the Company's initial public offering. Cashier checks are drawn upon deposit accounts at the Bank and are classified as accrued expenses and other liabilities until ultimately paid through the Bank's Federal Reserve correspondent account. The payment of these cashier checks resulted in the decrease of accrued expenses and other liabilities from $4.4 million at September 30, 1996 to $1.1 million at December 31, 1996, a decrease of $3.3 million or 75.1%. 5 The Company's deposits remained stable at $125.7 million at December 31, 1996 as compared to $126.5 million at September 30,1996. The change was primarily due to checking acount activity during the quarter. The Company's securities available for sale decreased $1.2 million or 7.2% to $15.9 million at December 31, 1996 from $17.1 million at September 30, 1996, primarily due to scheduled maturities or called securities. The Company's investment securities held to maturity increased by $8.6 million or 24.5% to $43.6 million at December 31, 1996, up from $35.0 million at September 30, 1996, primarily because of the investment of the proceeds of the offering into higher yielding instruments. The Company's net loans receivable increased by $1.5 million or 2.1% to $72.2 million at December 31,1996 up from $70.7 million at September 30, 1996 due to increased loan activity primarily in residential mortgage and home equity loans. Stockholders' equity increased by $326 thousand or 1.6% to $20.9 million at December 31, 1996 from $20.6 million at September 30, 1996. The increase was primarily the result of earnings for the period ended December 31, 1996. Equity at December 31, 1996 was also effected by 2,770 common stock shares committed to be released by the Company's ESOP. Asset/Liability Management The Bank's net interest income is sensitive to changes in interest rates, as the rates paid on its interest-bearing liabilities generally change faster than the rates earned on its interest-earning assets. As a result, net interest income will frequently decline in periods of rising interest rates and increase in periods of decreasing interest rates. To mitigate the impact of changing interest rates on its net interest income, the Bank manages its interest rate sensitivity and asset/liability products through its asset/liability management committee. The asset/liability management committee meets weekly to determine the rates of interest for loans and deposits and consists of the President and Chief Executive Officer, the Vice President and Chief Lending Officer, and the Treasurer and Chief Financial Officer. Rates on deposits are primarily based on the Bank's need for funds and on a review of rates offered by other financial institutions in the Bank's market areas. Interest rates on loans are primarily based on the interest rates offered by other financial institutions in the Bank's primary market areas as well as the Bank's cost of funds. In an effort to reduce interest rate risk and protect itself from the negative effects of rapid or prolonged changes in interest rates, the Bank has instituted certain asset and liability management measures, including (i) originating, for its portfolio, a large base of adjustable-rate residential mortgage loans, and (ii) maintaining substantial levels of interest bearing term deposits, federal funds, and securities with one to five year terms to maturity. 6 The Committee manages the interest rate sensitivity of the Bank through the determination and adjustment of asset/liability composition and pricing strategies. The Committee then monitors the impact of the interest rate risk and earnings consequences of such strategies for consistency with the Bank's liquidity needs, growth, and capital adequacy. The Bank's principal strategy is to reduce the interest rate sensitivity of its interest earning assets and to match, as closely as possible, the maturities of interest earning assets with interest bearing liabilities. The experience of the Bank has been that net interest income declines with increases in interest rates and that net interest income increases with decreases in interest rates. Generally, during periods of increasing interest rates, the Bank's interest rate sensitive liabilities would reprice faster than its interest rate sensitive assets causing a decline in the Bank's interest rate spread and margin. This would result from an increase in the Bank's cost of funds that would not be immediately offset by an increase in its yield on earning assets. An increase in the cost of funds without an equivalent increase in the yield on earning assets would tend to reduce net interest income. The Bank's net interest rate spread increased for the three months ended December 31, 1996 from the three months ended December 31, 1995 from 2.52% to 2.82%. In times of decreasing interest rates, fixed rate assets could increase in value and the lag in repricing of interest rate sensitive assets could be expected to have a positive effect on the Bank's net interest income. 7 Average Balance Sheet, Interest Rates, and Yield For the Three Months Ended December 31, ------------------------------------------------------------------ 1996 1995 ------------------------------- ------------------------------ Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost (1) (1) (Dollars in Thousands) Interest-earning assets: Federal funds $ 8,271 $ 110 5.28 % $ 6,045 $ 80 5.26 % sold Term deposits with Federal Home Loan Bank 7,803 107 5.44 1,600 23 5.72 of New York Securities available for sale 16,802 235 5.55 2,313 32 5.50 Investment securities held to maturity 38,771 636 6.51 45,825 664 5.76 Federal Home Loan Bank of New York stock, 565 9 6.32 566 10 7.03 at cost Loans 71,459 1,518 8.43 66,457 1,397 8.36 receivable, net (2) Total interest-earning assets 143,671 2,615 7.22 122,806 2,206 7.15 Non-interest 6,584 5,811 earning assets ---------- --------- Total assets $ 150,255 $ 128,617 ========== ========= Interest-bearing liabilities: Savings accounts $ 35,674 269 3.00 $ 33,938 257 3.00 NOW accounts 10,863 63 2.30 9,149 52 2.26 Money market 8,158 80 3.89 5,812 51 3.49 accounts Time deposit 63,292 888 5.57 61,932 921 5.92 accounts Escrow accounts 335 2 2.37 513 3 2.33 Federal Home Loan Bank of New York long 1,749 31 7.03 2,233 39 6.95 term borrowings ---------- --------- --------- --------- -------- --------- Total interest-bearing liabilities 120,071 1,333 4.40 113,577 1,323 4.63 --------- --------- -------- --------- Non-interest bearing deposits 7,732 6,212 Other non-interest bearing liabilities 1,714 839 Equity 20,738 7,989 ---------- --------- Total liabilities and equity $ 150,255 $ 128,617 ========== ========= Net interest income $ 1,282 $ 883 ========= ======== Interest rate 2.82 % 2.52 % spread ========= ========= Net interest margin 3.54 % 2.86 % ========= ========= Ratio of average interest-earning assets to average interest-bearing liabilities 119.66 108.13 % ========== ========= - ------------------------ (1) Annualized. (2) Calculated net of allowance for loan losses. Includes non-accrual loans. 8 Rate/Volume Analysis Three Months Ended December 31, ------------------------------ 1996 vs. 1995 ------------------------------ Increase (Decrease) Due to ------------------- Total Increase Volume Rate (Decrease) Interest income: Federal funds sold $ 29,303 521 29,824 Term deposits with Federal Home Loan Bank of New York 84,769 (1,119) 83,650 Securities available for sale 202,500 383 202,883 Investment securities held to maturity (110,070) 81,577 (28,493) Federal Home Loan Bank of New York stock, at cost (6) (377) (383) Loans receivable, net 106,140 15,701 121,841 --------- -------- --------- Total interest income 312,636 96,686 409,322 --------- -------- --------- Interest expense: Savings accounts 11,918 638 12,556 NOW accounts 9,665 1,057 10,722 Money market accounts 22,191 6,468 28,659 Time deposit accounts 20,068 (52,535) (32,467) Escrow accounts (489) 92 (397) Federal Home Loan Bank of New York long term (8,944) 525 (8,419) borrowings --------- -------- --------- Total interest expense 54,409 (43,755) 10,654 --------- -------- --------- Net change in net interest income $ 258,227 140,441 398,668 ========= ======== ========= 9 Comparison of Operating Results for the Three Months Ended December 31, 1996 and 1995. Net Income. Net income increased by $119 thousand or 79.3% for the three months ended December 31, 1996 to $270 thousand from $150 thousand for the three months ended December 31, 1995. Net income for the three months ended December 31, 1996 increased primarily as a result of increased net interest income and non-interest income, offset in part by an increase in non-interest expense and provision for loan losses. Net interest income increased by $399 thousand or 45.1% to $1.3 million for the three months ended December 31, 1996 as compared to $883 thousand for the three months ended December 31, 1995. Non-interest income increased $32 thousand or 35.0% to $123 thousand for the three months ended December 31, 1996 as compared to $91 thousand for the three months ended December 31,1995. This increase was primarily the result of increases in transaction account activity. Non-interest expense increased by $172 thousand or 23.4% to $909 thousand for the three months ended December 31, 1996 from $736 thousand for the three months ended December 31, 1995. This increase was primarily due to increased compensation and benefit expenses as a result of costs related to the Company's new ESOP plan, in addition to increased professional fees as a result of being a public company, as well as additional expenses associated with the opening of a new Operations Center. The provision for loan losses increased $50 thousand to $80 thousand for the three months ended December 31, 1996, primarily due to the loan growth noted above, and local economic trends. Net Interest Income. Net interest income increased by approximately $399 thousand or 45.1% to $1.3 million for the three months ended December 31, 1996. The increase was primarily due to an increase of $20.9 million or 17% in the average balance of interest earning assets, in addition to an increase in interest rate spread from 2.52% for the three months ended December 31, 1995 to 2.82% for the three months ended December 31, 1996, offset by an increase in the average balance of total interest-bearing liabilities of $6.5 million or 5.7%. Interest earning assets primarily consist of loans receivable, federal funds sold, securities (securities available for sale combined with investment securities held to maturity), and interest bearing deposits in the FHLB of New York. Interest bearing liabilities primarily consist of interest bearing deposits and long term borrowings from the FHLB of New York. The interest rate spread, which is the difference between the yield on average interest earning assets and the percentage cost of average interest bearing liabilities, increased to 2.82% for the three months ended December 31, 1996 from 2.52% for the three months ended December 31, 1995. The increase in the interest rate spread is primarily the result of increases in the yields of interest earning assets coupled with decreases in the cost of interest bearing liabilities during this period. Interest and Dividend Income. Interest and dividend income increased by approximately $409 thousand or 18.6% to $2.6 million for the three months ended December 31, 1996 from $2.2 million for the three months ended December 31, 1995. The increase was largely the result of an increase of $20.9 million or 17% in the average balance of interest earning assets to $143.7 million for the three months ended December 31, 1996 as compared to $122.8 million for the three months ended December 31, 1995. The increase in the average balance of interest earning assets consisted primarily of an increase in the average balance of loans outstanding of approximately $5.0 million or 7.5%, an increase in the average balance of total securities (both securities available for sale and investment securities held to maturity) of $7.4 million or 15.4%, and an increase in the average balance of federal funds sold of $2.2 million or 36.8%. Also adding to the increase in interest and dividend income was a 7 basis point increase in the average yield on all interest earning assets. 10 Interest income on total securities increased by $174 thousand or 25.1% to $871 thousand for the three months ended December 31, 1996 from $696 thousand for the three months ended December 31, 1995. The decrease in interest income on investment securities held to maturity is primarily due to a decrease of $7.1 million or 15.4% in the average balance of investment securities held to maturity for the three months ended December 31, 1996 reflecting the reclassification of approximately $16.6 million of investment securities held to maturity to securities available for sale in December 1995 in accordance with the FASB's "Special Report", partially offset by a 75 basis point increase in the average yield on investment securities held to maturity. Interest income on securities available for sale increased $203 thousand to $235 thousand for the three months ended December 31, 1996 from $32 thousand for the three months ended December 31, 1995. This increase is primarily the result of an increase in the average balance of securities available for sale of $14.5 million due to the December 1995 reclassification, combined with a 5 basis point increase in the average yield on these securities. Interest and fees on loans increased $122 thousand or 8.7% to $1.5 million for the three months ended December 31, 1996 from $1.4 million for the three months ended December 31, 1995. This increase was primarily the result of an increase in the average balance of loans receivable of $5.0 million combined with a 7 basis point increase in the average yield on loans receivable. The yield on the average balance of interest earning assets was 7.22% and 7.15% for the three months ended December 31, 1996 and 1995, respectively. Interest Expense. Interest on deposits and escrow accounts increased by approximately $19 thousand or 1.5% to $1.3 million for the three months ended December 31, 1996 when compared to the three months ended December 31, 1995. The increase in interest on deposit accounts and escrow accounts was substantially due to the increase in interest expense related to savings, now, and money market accounts offset by the decrease in interest expense related to time deposit accounts. The interest expense on savings accounts was $269 thousand for the three months ended December 31, 1996, compared to $257 thousand for the three months December 31, 1995. The interest expense on now accounts was $63 thousand for the three months ended December 31, 1996, compared to $52 thousand for the three months December 31, 1995. Likewise, interest expense on money market accounts was $80 thousand for the three months ended December 31, 1996, compared to $51 thousand for the three months December 31, 1995. However, interest expense on time deposits was $888 thousand for the three months ended December 31, 1996, compared to $921 thousand for the three months December 31, 1995. This decrease was due primarily to a decrease in the average cost for the current period as compared to the prior period, 5.57% and 5.92%, respectively. Interest on long term borrowings, which is a less significant portion of interest expense, decreased by $8 thousand or 21.4% to $31 thousand for the three months ended December 31, 1996 when compared to the three months ended December 31, 1995, as the average amount of borrowing outstanding decreased by $484 thousand or 21.7% partially offset by an increase in the rate paid by the Company of 8 basis points. The Company uses FHLB advances as a funding source and generally uses long term borrowings to supplement deposits which are the Company's primary source of funds. 11 Provision for Loan Losses. The Company's management monitors and adjusts its allowance for loan losses based upon its analysis of the loan portfolio. The allowance is increased by a charge to the provision for loan losses, the amount of which depends upon an analysis of the changing risks inherent in the Bank's loan portfolio. The Bank has historically experienced a limited amount of loan charge-offs. However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts. The Company's ratio of non-performing loans to total assets was 0.42% and 0.51% at December 31, 1996 and September 30, 1996, respectively. The provision for loan losses for the three months ended December 31, 1996 increased $50 thousand to $80 thousand from $30 thousand for the three months ended December 31, 1995. The increase was primarily due to the growth in the loan portfolio discussed above, as well as local economic trends. Non-Interest Income. Non-interest income increased to $123 thousand during the three months ended December 31, 1996 from $91 thousand for the three months ended December 31, 1995. The increase in non-interest income is primarily attributable to increased service charges on deposit accounts of $22 thousand for the three months ended December 31, 1996 when compared to the three months ended December 31, 1995. The increase in service charges on deposit accounts is primarily the result of increased activity in transaction accounts during the quarter. Non-Interest Expense. Non-interest expense increased $172 thousand or 23.4% to $909 thousand for the three months ended December 31, 1996 from $736 thousand for the three months ended December 31, 1995. The increase in compensation and benefits expense of $46 thousand or 14.1% was primarily the result of costs related to the Company's new ESOP, as well as general cost of living and merit raises to employees. Occupancy and equipment expenses also increased by $22 thousand or 19.9% due primarily to the new operations center. FDIC deposit insurance premiums also decreased by $8 thousand or 12.3% due primarily to reduced deposit insurance premium rates for the quarter ended December 31, 1996. The reduced rates are the result of the capitalization of the SAIF through a one-time special assessment during September 1996. Management expects that the premiums paid for FDIC deposit insurance will be reduced further in future quarters. Other expenses increased $64.9 thousand to $179.1 thousand for the quarter ended December 31, 1996 when compared the the same quarter of 1995. The increase is primarily attributed to Delaware franchise taxes, write off of certain items deemed by management to be uncollectible, and general expenses related to being a public company. Management believes that compensation and benefits expenses will increase in future periods as a result of the costs related to the Company's new ESOP. Furthermore, the Company expects that certain operating expenses will increase as a result of the costs associated with being a public company, as noted above. 12 Provision for Income Taxes. Provision for income taxes increased by approximately $89 thousand or 153.4% to $147 thousand for the three months ended December 31, 1996 from $58,000 for the three months ended December 31, 1995. The increase was primarily the result of the increase in income before income tax expense. Liquidity and Capital Resources The Bank is required by OTS regulations to maintain, for each calendar month, a daily average balance of cash and eligible liquid investments of not less than 5% of the average daily balance of its net withdrawable savings and borrowings (due in one year or less) during the preceding calendar month. This liquidity requirement may be changed from time to time by the OTS to any amount within the range of 4% to 10%. The Bank's average liquidity ratio was 45.18% and 47.02% at December 31, 1996 and September 30, 1996, respectively. The Company's sources of liquidity include cash flows from operations, principal and interest payments on loans, maturities of securities, deposit inflows, and borrowings from the FHLB of New York. During the quarters ended December 31, 1996 and 1995, the primary source of funds was cash flows from deposit growth. On September 30, 1996, the Company also had significant cash flows from its initial public offering on that date which provided investable cash flows for the quarter ended December 31, 1996. While maturities and scheduled amortization of loans and securities are, in general, a predictable source of funds, deposit flows and prepayments on loans and securities are greatly infuenced by general interest rates, economic conditions and competition. In addition, the Bank invests excess funds in overnight deposits which provide liquidity to meet lending requirements. In addition to deposit growth, from time-to-time the Company borrows funds from the FHLB of New York to supplement its cash flows. At December 31, 1996 and September 30, 1996, the Company had outstanding borrowings from the FHLB of $1.7 million and $1.8 million, respectively. As of December 31, 1996 and September 30, 1996, the Company had $15.9 million and $17.1 million of securities, respectively, classified as available for sale and $43.6 million and $35.0 million of investment securities, respectively, classified as held to maturity. The liquidity of the securities available for sale portfolio provides the Bank with additional potential cash flows to meet loan growth and deposit flows. Liquidity may be adversely affected by unexpected deposit outflows, excessive interest rates paid by competitors, adverse publicity relating to the savings and loan industry, and similar matters. Management monitors projected liquidity needs and determines the level desirable, based in part on the Company's commitments to make loans and management's assessment of the Company's ability to generate funds. The Bank is subject to federal regulations that impose certain minimum capital requirements. At December 31, 1996, the Bank's capital exceeded each of the regulatory capital requirements of the OTS. The Bank is "well capitalized" at December 31, 1996 according to regulatory definition. At December 31, 1996, the Company's consolidated tangible and core capital levels were both $20.9 million (13.96% of total adjusted assets) and its total risk-based capital level was $21.7 million (34.06% of total risk-weighted assets). The minimum regulatory capital ratio requirements of the Bank are 1.5% for tangible capital, 3.0% for core capital, and 8.0% for risk based capital. 13 Effect of Inflation and Changing Prices The Company's consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services. 14 Key Operating Ratios The table below sets forth certain performance and financial ratios of the Company for the periods indicated: At or for the At or for the three months ended year ended December 31, 1996 September 30, 1996 Performance Ratios (1): Earnings per share $ 0.20 N/A Return on average assets (annualized) 0.71% 0.16% Return on average shareholders' equity 5.16% 2.55% (annualized) Net interest rate spread 2.82% 2.69% Net interest margin 3.54% 3.02% Efficiency ratio (2) 64.63% 88.03% Expense ratio (3) 2.40% 2.79% Asset Quality Ratios Non-performing loans to total assets 0.42% 0.51% Non-performing loans to total loans 0.86% 1.09% Allowance for loan losses to 152.02% 112.40% non-performing loans Allowance for loan losses to total loans 1.31% 1.23% receivable Non-performing assets to total assets 0.42% 0.51% Capital Ratios (4): Equity to total assets at period end 13.96% 13.40% Average equity to average total assets 13.80% 6.21% Tangible capital 13.96% 13.41% Core (Tier I) capital 13.96% 13.41% Total risk-based capital 34.06% 33.54% Book value per share (5) $ 15.53 $ 15.32 (1) Performance ratios for the year ended September 30, 1996 were significantly effected by the SAIF one-time special assessment which amounted to approximately $702 thousand before applicable taxes. (2) Total non-interest expense, excluding other real estate owned expense, as a percentage of net interest income and total non-interest income, excluding net securities transactions. (3) Total non-interest expense, excluding other real estate expense, as a percentage of average total assets. (4) Capital ratios are presented for the consolidated Company. (5) Does not include the effect of 108,010 ESOP shares and 110,780 ESOP shares at December 31, 1996 and September 30, 1996, respectively. 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities 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 No. Exhibit -- ------- 27 Financial Data Schedule (b) Reports on Form 8-K None 16 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. AFSALA BANCORP, INC. Date: February 11, 1997 By: /s/ John M. Lisicki ------------------- John M. Lisicki President (principal executive officer) Date: February 11, 1997 /s/ James J. Alescio -------------------- James J. Alescio Treasurer (principal financial officer)