UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 --------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- -------------- Commission file number 0-24668 FFVA FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (exact name of registrant specified in its charter) Virginia 74-2712490 - -------------------------------------------------------------------------------- (state or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 925 Main Street, Lynchburg, Virginia 24504 - -------------------------------------------------------------------------------- (address of principal executive offices) (Zip Code) (804) 845-2371 - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class $.10 par value common stock 4,520,552 shares outstanding as of April 30, 1997 - -------------------------------------------------------------------------------- Page 1 of 15 Pages FFVA FINANCIAL CORPORATION AND SUBSIDIARY FORM 10-Q Index ----- Part I Financial Information Page - ------ --------------------- ---- Item 1. Financial Statements (unaudited) Consolidated Statements of Financial Condition as of March 31, 1997 and December 31, 1996 3 Consolidated Statements of Income for the Three Month Periods ended March 31, 1997 and 1996 4 Consolidated Statements of Changes in Stockholders' Equity for the Three Months ended March 31, 1997 and 1996 5 Consolidated Statements of Cash Flows for the Three Months ended March 31, 1997 and 1996 6 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II Other Information - ------- ----------------- Item 1 Legal Proceedings 14 Item 2 Changes in Securities 14 Item 3 Defaults upon Senior Securities 14 Item 4 Submission of Matters to a Vote of Security Holders 14 Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8-K 14 Signature Page 15 2 FFVA FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands) March 31, December 31, 1997 1996 --------------- ------------ (unaudited) ASSETS Cash and cash equivalents $ 6,113 $ 6,634 Investment securities, held to maturity (Estimated market of $37,893 at March 31, 1997 and $36,498 at December 31, 1996) 38,267 36,290 Investment securities, available for sale, at market 29,419 21,652 Investment securities, restricted, at cost 3,550 3,268 Mortgage-backed securities, held to maturity (Estimated market of $54,712 at March 31, 1997 and $46,738 at December 31, 1996) 54,918 46,570 Mortgage-backed securities, available for sale, at market 79,372 84,899 Loans receivable, net 325,064 321,528 Foreclosed real estate 29 154 Property and equipment, net 6,256 6,283 Accrued interest receivable 4,103 4,054 Prepaid expenses and other assets 1,102 886 Goodwill 1,578 1,608 --------- --------- Total assets $ 549,771 $ 533,826 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $ 406,812 $ 397,435 Advances from Federal Home Loan Bank and other borrowed money 67,990 60,000 Advances from borrowers for taxes and insurance 996 917 Other liabilities 2,631 993 --------- --------- Total liabilities 478,429 459,345 --------- --------- Stockholders' equity Preferred stock, $.10 par value, 500,000 shares authorized, none issued -- -- Common stock, $.10 par value, 11,500,000 shares authorized, 4,520,552 and 4,692,552 outstanding, respectively 452 469 Additional paid-in capital 43,687 45,336 Less unearned ESOP and MSBP shares (3,726) (3,726) Retained earnings, substantially restricted 30,342 31,220 Unrealized gain on assets available for sale, net of taxes 587 1,182 --------- --------- Total stockholders' equity 71,342 74,481 --------- --------- Total liabilities and stockholders' equity $ 549,771 $ 533,826 ========= ========= See Notes to Consolidated Financial Statements 3 FFVA FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (In Thousands) For the Three Months Ended March 31, 1997 1996 ------ ----- (unaudited) INTEREST INCOME Loans $ 7,097 $ 6,608 Mortgage-backed securities 2,307 2,098 U. S. Government obligations, agencies, and other investments including overnight deposits 1,228 1,280 ------- ------- Total interest income 10,632 9,986 ------- ------- INTEREST EXPENSE Deposits 4,602 4,639 Borrowed money 914 560 ------- ------- Total interest expense 5,516 5,199 ------- ------- Net interest income 5,116 4,787 PROVISION FOR CREDIT LOSSES - 60 ------- ------- Net interest income after provision for credit losses 5,116 4,727 ------- ------- NONINTEREST INCOME Service charges and fees on loans 117 95 Net gain (loss) on sale of investments 39 91 Other income 187 147 ------- ------- Total noninterest income 343 333 ------- ------- NONINTEREST EXPENSES Compensation and other personnel costs 1,524 1,450 Office occupancy and equipment 268 240 Federal insurance of accounts 60 203 Data processing 260 243 Advertising 58 86 Other 321 347 ------- ------- Total noninterest expense 2,491 2,569 ------- ------- Income before income tax expense 2,968 2,491 Income tax expense 1,074 882 ------- ------- Net Income $ 1,894 $ 1,609 ======= ======= Primary earnings per share $ .40 $ .30 * Fully diluted earnings per share $ .40 $ .30 * Cash dividends paid per common share $ .10 $ .075 * See Notes to Consolidated Financial Statements * Restated to reflect two-for-one stock split paid June 5, 1996 4 FFVA FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands) unaudited Unrealized Gain Additional on Assets Unearned Unearned Common Paid-In Retained Available ESOP MSBP Three Months Ended March 31, 1996: Stock Capital Earnings For Sale, Net Shares Shares Total ---------------------------------------------------------------------------------------------- Balance at December 31, 1995 $ 285 $ 55,057 $ 35,824 $ 1,508 $ (2,339) $ (2,276) $ 88,059 Net Income - - 1,609 - - - 1,609 Change in unrealized gain on assets available for sale, net - - - (513) - - (513) Repurchase of common stock (14) (2,680) (1,564) - - - (4,258) Cash dividends paid - - (410) - - - (410) ---------------------------------------------------------------------------------------------- Balance at March 31, 1996 $ 271 $ 52,377 $ 35,459 $ 995 $ (2,339) $ (2,276) $ 84,487 ============================================================================================== Three Months ended March 31, 1997: Balance at December 31, 1996 $ 469 $ 45,336 $ 31,220 $ 1,182 $ (2,000) $ (1,726) $ 74,481 Net Income - - 1,894 - - - 1,894 Change in unrealized gain on assets available for sale, net - - - (595) - - (595) Repurchase of common stock (17) (1,649) (2,323) - - - (3,989) Cash dividends paid - - (449) - - - (449) ---------------------------------------------------------------------------------------------- Balance at March 31, 1997 $ 452 $ 43,687 $ 30,342 $ 587 $ (2,000) $ (1,726) $ 71,342 ============================================================================================== 5 FFVA FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Three months Ended March 31, 1997 1996 ---------- --------------- (unaudited) OPERATING ACTIVITIES Net income $ 1,894 $ 1,609 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses -- 60 Gain on sale of equipment -- (1) Provision for depreciation and amortization 157 141 Amortization of premium on sale of loans 4 6 Realized investment security gains (39) (91) Loss on sale of foreclosed real estate 1 -- Increase in interest receivable (49) (38) Decrease in other assets 133 112 Increase in other liabilities 1,717 1,225 -------- -------- Net cash provided by operating activities 3,818 3,023 -------- -------- INVESTING ACTIVITIES Proceeds from maturities of investment securities held to maturity 23 3,015 Purchases of investment securities held to maturity and FHLB stock (2,282) (4,170) Proceeds from sales of investment securities available for sale 3,042 2,102 Purchases of investment securities available for sale (11,112) (4,365) Proceeds from collections on mortgage-backed securities held to maturity 1,789 1,412 Purchases of mortgage-backed securities held to maturity (10,137) (10,129) Proceeds from sales of and collections on mortgage-backed securities available for sale 4,925 6,017 Purchases of mortgage-backed securities available for sale -- (9,889) Net increase in loans receivable (3,540) (5,847) Purchases of premise and equipment (100) (347) Proceeds from sale of foreclosed real estate 131 -- Purchases of foreclosed real estate (7) (46) -------- -------- Net cash used by investing activities (17,268) (22,247) -------- -------- (continued) 6 FFVA FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS, continued (In Thousands) Three months Ended March 31, 1997 1996 --------- ------------ (unaudited) FINANCING ACTIVITIES Net increase in deposit accounts $ 9,377 $ 5,204 Proceeds from advances and other borrowed money 27,020 29,184 Repayments of advances and other borrowed money (19,030) (11,539) Repurchase of common stock (3,989) (4,258) Payment of cash dividend (449) (410) -------- -------- Net cash provided by financing activities 12,929 18,181 -------- -------- Decrease in cash and cash equivalents (521) (1,043) Cash and cash equivalents at beginning of period 6,634 7,683 -------- -------- Cash and cash equivalents at end of period $ 6,113 $ 6,640 ======== ======== Supplemental disclosures Gross unrealized gain on assets available for sale $ 917 $ 1,554 Deferred income tax (330) (559) -------- -------- Net unrealized gain on assets available for sale $ 587 $ 995 ======== ======== Cash paid for: Interest on deposits and borrowed funds $ 5,327 $ 5,177 Income taxes $ 47 $ - See Notes to Consolidated Financial Statements 7 FFVA FINANCIAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 1997 and 1996 (1) Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of FFVA Financial Corporation ("the Company") and its wholly owned subsidiary, First Federal Savings Bank of Lynchburg ("the Bank"). The Company's business is conducted principally through the Bank. All material intercompany balances and transactions have been eliminated in the consolidation. (2) Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with the instructions for Form 10-Q and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with generally accepted accounting principles. These statements should be read in conjunction with the audited consolidated financial statements and notes hereto for the year ended December 31, 1996 of FFVA Financial Corporation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations and other data for the three month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the entire fiscal year ended December 31, 1997. (3) Conversion to Stock Ownership On October 12, 1994, the Company issued 3,151,832 (pre-split) shares of $.10 par value common stock at $20 per share and became the Parent Company of the Bank. Net proceeds, after deducting conversion expenses of $2.0 million, were $61.1 million and are reflected as common stock and additional paid in capital in the accompanying consolidated statements of financial condition. As part of the conversion to stock form, the Bank formed an Employee Stock Ownership Plan ("ESOP") for eligible employees. The ESOP purchased 157,467 (pre-split) common shares of the company issued in the conversion, which was funded by a loan from the Company. There are currently 200,000 shares of unallocated stock securing the loan. The Company accounts for its ESOP in accordance with Statement of Position 93-6. Accordingly, the shares pledged as collateral are reported as a reduction of the stockholders' equity in the consolidated balance sheet. (4) Stock Split On June 5, 1996, the Company's stock split two-for-one as the result of the payment of a 100% stock dividend. References to the number of shares outstanding and earnings per share for periods presented prior to the stock split have been adjusted to reflect the effect of the stock split unless otherwise noted. (5) Stock Repurchase and Retirement During the quarter ending March 31, 1997, the Company repurchased 172,000 shares of common stock at an average price of $23.19 per share. In accordance with the Laws of Virginia, this stock was retired, resulting in a reduction in the number of common shares reported as issued and outstanding at March 31, 1997 to 4,520,552 shares. As a result of the repurchase, common stock was reduced $17,000, additional paid-in capital was reduced $1.6 million and retained earnings were reduced $2.3 million to reflect the elimination of the shares. 8 (6) Management and Stock Option Plans During 1995, the Company formed a Management and Director Stock Bonus Plan (MSBP). Under the plan, common stock is available for issuance to directors and personnel in key positions of responsibility. A total of 49,428 (adjusted for split) shares were distributed on April 27, 1996. As of March 31, 1997, a total of 196,000 shares remain allocated to directors and personnel with distribution scheduled annually until April 27, 2000. As of March 31, 1997 the Company held 121,320 shares at an average purchase price of $14.23 for future distribution. These undistributed shares have been accounted for as a reduction of the stockholders' equity in the consolidated balance sheet. The Company also implemented a stock option plan during 1995. This plan provides for the granting to directors and personnel in key positions of responsibility 630,366 options to purchase common stock at a price of $12.50 per share (the closing market price of the stock on the date of approval, adjusted for the effect of the stock split). The options vest over a five year period, with the first options having vested on April 27, 1996. As of March 31, 1997 there were 118,221 vested options outstanding. (7) Earnings Per Share Earnings per share of common stock for the three month periods ended March 31, 1997 and 1996 has been determined by dividing the net income for the periods by the calculated weighted average number of shares of common stock and common stock equivalents outstanding. In accordance with Statement of Position 93-6, shares controlled by the ESOP are not considered in the weighted average number of shares outstanding until the shares are committed for allocation to an employee's individual account. Earnings per share amounts for prior periods have been restated to reflect the two-for-one stock split paid June 5, 1996. (8) Commitments and Contingencies At March 31, 1997, the Company had outstanding commitments to originate mortgage loans of $6.4 million. Unused consumer, equity and commercial lines of credit available to customers were $20.7 million at March 31, 1997. The undisbursed portion of loans in process totaled $2.9 million at March 31, 1997 and the Company had outstanding commitments to purchase $3.0 million fixed-rate mortgage backed securities. In addition, the Bank is also a party to interest rate swap agreements with a regional bank totaling $15.0 million. 9 Management's Discussion and Analysis of Financial Condition and Results of Operations Changes in Financial Condition - ------------------------------ Total assets of the Company increased by $16.0 million, or 3.00%, from $533.8 million at December 31, 1996 to $549.8 million at March 31, 1997. The increase in total assets during the first three months of 1997 was due primarily to the purchase of mortgage-backed and investment securities and an increase in the balance of net loans receivable. Cash and cash equivalents decreased by $500,000, or 7.58%, to $6.1 million at March 31, 1997. Investment securities increased by $10.0 million, or 16.34%, to $71.2 million at March 31, 1997. At March 31, 1997, $41.8 million of the Company's investment securities (which include restricted securities totalling $3.6 million) were classified as held to maturity and $29.4 million of investment securities were classified as available for sale. Mortgage-backed securities increased by $2.8 million, or 2.13%, to $134.3 million at March 31, 1997. At March 31, 1997, $54.9 million of the Company's mortgage-backed securities were classified as held to maturity, and $79.4 million of mortgage-backed securities were classified as available for sale. Loans receivable, net, increased by $3.6 million, or 1.01%, to $325.1 million at March 31, 1997 compared to $321.5 million at December 31, 1996. The increase is largely due to management's increased emphasis on expanding its loan portfolio. While mortgage loans outstanding remained relatively stable, non-mortgage loans increased by approximately $3.0 million. Deposits increased by $9.4 million, or 2.37%, from $397.4 million at December 31, 1996 to $406.8 million at March 31, 1997. FHLB advances and other borrowed money increased by $8.0 million, or 13.33%, to $68.0 million at March 31, 1997, compared to $60.0 million at December 31, 1996. During the period, the Company increased its net outstanding FHLB advances by $25.0 million and decreased its net reverse repurchase agreements outstanding with a regional bank by $17.0 million. Funds from the additional borrowings were used to fund the purchase of mortgage backed and investment securities and to fund the growth of the company's loan portfolio. Equity decreased by $3.2 million, or 4.30%, from $74.5 million at December 31, 1996 to $71.3 million at March 31, 1997. The decrease was primarily a result of the company's decision to repurchase and retire 172,000 shares of common stock, reducing equity by $4.0 million. This was partially offset by net income of $1.9 million during the three month period. Equity was also decreased due to a decline in the market value of available for sale securities, net of taxes of $595,000 during the three month period. Equity decreased $449,000 as the result of the Company paying a $.10 per share dividend for the first quarter of 1997. Comparison of Results of Operation for the Three Months ended March 31, 1997 and 1996. - -------------------------------------------------------------------------------- Net Income Net income increased $285,000 as the Company reported net income of $1.9 million for the three month period ended March 31, 1997 compared to $1.6 million for the three month period ended March 31, 1996. The company reported a $329,000 increase in net interest income, a $60,000 decrease in the provision for credit losses and a $78,000 decrease in noninterest expense. These were partially offset by a $192,000 increase in income tax expense. 10 Net Interest Income Net interest income increased by $329,000, or 6.9%, in the three months ended March 31, 1997 to $5.1 million compared to $4.8 million in the same period in 1996. The Company's interest rate spread and net interest margin were 3.40% and 3.92%, respectively, during the three month period ended March 31, 1997. This compares to an interest rate spread and net interest margin of 3.18% and 3.90% respectively, for the three month period ended March 31, 1996. Provision for Credit Losses Based on managements' evaluation of the loan portfolio, the Company recorded a provision for credit losses of $60,000 for the three month period ending March 31, 1996. No provision for credit loss was recorded for the three month period ended March 31, 1997. The allowance for credit losses at March 31, 1997 totaled $3.3 million or 1.00% of gross loans receivable. Noninterest Income Noninterest income remained relatively stable for each of the three month periods ended March 31, 1997 and 1996. Noninterest Expense Noninterest expense decreased $78,000, or 3.04%, for the three month period ending March 31, 1997 compared to the three month period ended March 31, 1996 from $2.6 million to $2.5 million. The decrease was primarily the result of a $143,000 decrease in the cost of federal insurance of accounts from $203,000 to $60,000. This was partially offset by a $74,000 increase in compensation and other personnel costs. Income Tax Expense The company recognized income tax expense of $1.1 million for the three months ended March 31, 1997 compared to $882,000 for the comparable period in 1996. Such increases in income tax expenses during the three month period ended March 31, 1997 primarily reflect the increase in the Company's net income before taxes. Liquidity and Capital Resources - ------------------------------- The Bank's liquidity is a product of its operating, investing and financing activities. The Bank's primary sources of funds are deposits, borrowings, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, maturities of investment securities and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. In addition, the Bank invests excess funds in overnight deposits to fund cash requirements experienced in the normal course of business. The Bank has been able to generate sufficient cash through its deposits as well as borrowings (consisting primarily of advances from the FHLB of Atlanta and reverse repurchase agreements with other banks). At March 31, 1997, the Bank had $66.0 million of outstanding advances from the FHLB of Atlanta and $2.0 million of reverse repurchase agreements with other banks. The Bank is also party to an interest rate swap agreement whereby the Bank pays a fixed rate of interest and receives a variable rate of interest from the counterparty. The net effect of this transaction is to effectively convert $7.0 million of variable rate FHLB advances to a fixed rate of 5.20% until January 1998 and $8.0 million of variable rate FHLB advances to a fixed rate of 5.27% until February 1999. 11 Liquidity management is both a daily and long-term function of business management. Excess cash is generally invested in overnight deposits. On a longer-term basis, the Bank maintains a strategy of purchasing investment securities and mortgage-backed securities. The Bank attempts to ladder the maturities of its investment portfolio to provide an ongoing source of liquidity. The Bank uses its sources of funds primarily to meet its ongoing commitments, to pay maturing savings certificates and savings withdrawals, fund loan commitments and maintain a portfolio of mortgage-backed and investment securities. At March 31, 1997, the total approved loan commitments outstanding amounted to $6.4 million. At the same date, commitments under unused lines of credit amounted to $20.7 million, while the undisbursed balance on construction loans totalled $2.9 million. Certificates of deposit scheduled to mature in one year or less at March 31, 1997 totaled $162.4 million. Management believes that a significant portion of maturing deposits will remain with the Bank. The Bank had an average liquidity ratio of 13.39% during the quarter ended March 31, 1997, which exceeded the required minimum liquid asset ratio of 5.0%. At March 31, 1997, the Bank had regulatory capital which was well in excess of applicable limits. At March 31, 1997, the Bank was required to maintain tangible capital of 1.5% of adjusted total assets, core capital of 3.0% of adjusted total assets, and risk-based capital of 8.0% of adjusted risk-weighted assets. At March 31, 1997, the Bank's tangible capital was $54.7 million, or 9.97% of adjusted total assets, core capital was $54.7 million, or 9.97% of adjusted total assets and risk-based capital was $58.0 million, or 20.55% of adjusted risk-weighted assets, exceeding the requirements by $46.5 million, $38.3 million, and $35.4 million, respectively. 12 Average Balance Sheet The following table sets forth certain information relating to the Savings Bank's statements of financial condition and the statements of income for the three month periods ended March 31, 1997 and 1996 and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets and liabilities, respectively, for the periods shown. Average balances are derived from month end balances. Management does not believe that the use of month end balances instead of average daily balances has caused any material difference in the information presented. The average balances of loans receivable include loans on which the Savings Bank has discontinued accruing interest. The yields and costs include fees which are considered adjustments to yields. Market value adjustments recorded in compliance with SFAS 115 are not considered when computing the yields and average balance of securities. For the Three Months Ended March 31 ------------------------------------------------------------------------------ 1997 1996 ------------------------------------------------------------------------------ Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- (Dollars in Thousands) Assets: Interest-earning assets: Mortgage loans, net............. $289,539 $6,314 8.72% $273,997 $6,101 8.91% Consumer and other loans, net... 33,490 783 9.35 21,077 507 9.62 Mortgage-backed and related securities(1).................. 129,680 2,307 7.12 122,086 2,098 6.87 Overnight and short term deposits 6,303 81 5.14 4,178 59 5.65 Investment securities(1)(2)..... 63,263 1,147 7.25 69,913 1,221 6.99 -------- ------ -------- ----- Total interest-earning assets 522,275 10,632 8.14 491,251 9,986 8.13 ------ ----- Noninterest-earning assets........ 19,634 18,215 -------- -------- Total assets................ $541,909 $509,466 ======== ======== Liabilities and Equity Capital: Interest-bearing liabilities: Deposits: Transaction accounts........... $ 84,340 559 2.65 $ 81,689 602 2.95 Savings and certificates....... 316,663 4,043 5.11 297,596 4,037 5.43 -------- ------ -------- ----- Total deposits.............. 401,003 4,602 4.59 379,285 4,639 4.89 FHLB advances and other borrowings...................... 64,008 914 5.71 40,983 560 5.47 -------- ------ ------- ----- Total interest-bearing liabilities 465,011 5,516 4.74 420,268 5,199 4.95 ------ ----- Other liabilities................. 3,413 3,219 -------- -------- Total liabilities........... 468,424 423,487 ------- -------- Equity capital.................... 73,485 85,979 -------- -------- Total liabilities and equity capital..................... $541,909 $509,466 ======== ======== Net interest income/interest rate spread(3)......................... $ 5,116 3.40% $ 4,787 3.18% ======= ======= Net earning assets/net interest margin(4)......................... $57,264 3.92% $70,983 3.90% ======== ======== Ratio of interest-earning assets to interest-bearing liabilities...... 112.31% 116.89% ======= ======= - ---------------------------------------------- (1) Includes assets available for sale. (2) Includes FHLB-Atlanta stock. (3) Interest-rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities. (4) Net interest margin represents the net interest income before the provision for credit losses divided by average interest-earning assets. 13 FFVA FINANCIAL CORPORATION AND SUBSIDIARY PART II-OTHER INFORMATION Item 1 Legal Proceedings ----------------- The Company is not engaged in any legal proceedings of a material nature at the present time. From time to time the Savings Bank is a party to legal proceedings in the ordinary course of business wherein it enforces its security interest in loans. 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 --------------------------------------------------- None Item 5 Other Information ----------------- None Item 6 Exhibits and reports on Form 8-K -------------------------------- (a) Exhibits: 11 Statement regarding computation of per share earnings (b) Reports on Form 8-K: None 14 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FFVA FINANCIAL CORPORATION Dated: April 30, 1997 /s/ James L. Davidson, Jr. ----------------------- -------------------------------------- James L. Davidson, Jr. President and Chief Executive Officer Dated: April 30, 1997 /s/ Ronald W. Neblett,CPA ----------------------- -------------------------------------- Ronald W. Neblett, CPA Senior Vice-President, Treasurer, and Chief Financial Officer 15