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
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SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 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
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Commission file number: 0-25106
Lakeview Financial Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3334052
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1117 Main Street Paterson, New Jersey 07503
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(Address of principal executive offices, zip code)
(201) 742-3060
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address, and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: December 5, 1997
Class Outstanding
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$1.00 par value common stock 4,164,387 shares
LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES
CONTENTS
PART I - FINANCIAL INFORMATION Page
Item 1: Financial Statements
Unaudited Consolidated Statements of Financial Condition
as of October 31, 1997 and July 31, 1997 3
Unaudited Consolidated Statements of Income for the Three
Months Ended October 31, 1997 and 1996 4
Unaudited Consolidated Statements of Cash Flows for the Three
Months Ended October 31, 1997 and 1996 5
Notes to Unaudited Consolidated Financial Statements 7
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
Signatures 15
2
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CONDITION
AS OF OCTOBER 31 AND JULY 31, 1997
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(Unaudited) (Unaudited)
October 1997 July 1997
- ------------------------------------------------------------------------------------------- ---------------------
Assets
Cash on hand and in banks $6,482,274 $5,399,466
Investment securities held to maturity, net 45,816,417 42,681,799
Investment securities available for sale, net 109,118,930 105,592,249
Mortgage-backed securities held to maturity, net 97,956,618 102,248,545
Loans receivable, net 233,514,164 224,563,595
Real estate owned, net 1,761,637 1,929,447
Federal Home Loan Bank of New York stock, at cost 3,800,000 3,550,000
Accrued interest receivable, net 3,959,441 3,475,581
Office properties and equipment, net 3,976,046 4,027,940
Excess of cost over fair value of assets acquired 8,526,064 8,856,136
Other assets 3,063,245 3,557,442
=========================================================================================== =====================
Total assets $517,974,836 $505,882,200
=========================================================================================== =====================
Liabilities and Shareholders' Equity
Deposits $369,056,018 $370,787,103
Borrowings 83,450,000 61,250,000
Borrowings - (ESOP) obligation 2,332,375 2,353,825
Advance payments by borrowers for taxes and insurance 267,978 2,259,134
Net deferred tax liabilitiy 5,815,666 6,094,000
Other liabilities 1,693,331 1,329,003
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Total liabilities 462,615,368 444,073,065
Shareholders' Equity
Common stock: $1.00 par value; authorized 10,000,000
shares, issued 6,441,504 shares and outstanding
4,164,387 shares at October 31, 1997 6,441,504 6,441,504
Additional paid-in capital 33,277,112 33,188,027
Retained income substantially restricted 29,743,857 28,617,200
Unrealized gain on securities available for sale, net of taxes 14,290,563 14,457,898
Treasury stock at cost (25,010,210) (17,357,996)
Common stock acquired by ESOP (2,325,710) (2,407,250)
Common stock acquired by MSBP (1,057,648) (1,130,248)
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Total shareholders' equity 55,359,468 61,809,135
=========================================================================================== =====================
Total liabilities and shareholders' equity $517,974,836 $505,882,200
=========================================================================================== =====================
Stated book value per share $13.29 $13.71
Tangible book value per share $11.25 $11.74
3
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996
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(Unaudited) (Unaudited)
1997 1996
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Interest income:
Loans receivable $5,183,596 $3,763,828
Mortgage-backed securities held to maturity 1,635,489 1,967,158
Investment securities held to maturity 937,332 841,367
Investment securities available for sale 1,214,099 1,485,717
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Total interest income 8,970,516 8,058,070
Interest expense:
Interest on deposits 3,568,271 3,426,070
Interest on borrowings 1,068,140 782,461
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Total interest expense 4,636,411 4,208,531
Net interest income before provision for loan losses 4,334,105 3,849,539
Provision for loan losses 300,518 105,000
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Net interest income after provision for loan losses 4,033,587 3,744,539
Other Income:
Loan fees and service charges 323,604 272,468
Net realized (loss) gain on sale of investments (13,056) 764,050
Other operating income 434,717 577,439
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Total other income 745,265 1,613,957
Other expense:
Compensation and employee benefits 1,507,226 1,252,992
Office occupancy and equipment expense 230,504 228,799
Net loss from real estate owned activities 41,487 19,561
Other operating expense 713,648 751,248
SAIF recapitalization assessment 0 2,218,674
Amortization of the excess of cost over fair value of net asets acquired 330,072 330,072
- ------------------------------------------------------------------------------------------------------- ---------------------
Total other expense 2,822,937 4,801,346
Net income before taxes 1,955,915 557,150
Total federal and state income tax 689,600 211,000
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Net Income $1,266,315 $346,150
======================================================================================================= =====================
Net income per share $0.26 $0.07
Weighted average numbers of shares 4,822,350 5,141,814
4
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996
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(Unaudited) (Unaudited)
1997 1996
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Cash flows from operating activities:
Net Income $1,266,315 $346,150
Adjustment to reconcile net income to net cash provided
by operating activities :
Amortization of excess of cost over fair value of assets acquired 330,072 330,072
Amortization of discounts and premiums, net (181,987) (136,054)
Provision for losses on loans 300,518 105,000
Gain on sale of loans 0 (813)
Gain on sale of real estate owned 0 (25,700)
Net realized (gain) loss on sale of investments available for sale 136,337 (342,075)
Net realized gain on sale of trading securities (123,281) (421,975)
Increase in accrued interest receivable (483,860) (420,012)
Increase (decrease) in deferred loan fees 3,883 (15,893)
Decrease in other assets 494,197 1,020,836
Decrease in net dererred tax liability (156,098) 0
Increase in other liabilities 364,328 1,023,698
Amortization of ESOP shares 170,625 129,635
Amortization of MSBP shares 72,600 139,838
Depreciation of office properties and equipment, net 78,575 74,157
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Net cash provided by operating activities: 2,272,224 1,806,864
Cash flows from investing activities:
Loan origination net of principal payments (9,244,717) (15,977,407)
(Increase) decrease in Federal Home Loan Bank stock (250,000) 67,500
Purchase of investment securities available for sale (6,387,275) (13,010,675)
Proceeds from sale of investment securities available for sale 1,886,000 8,726,286
Principal payments on investment securities available for sale 568,863 463,479
Purchase of trading securities (6,400,290) (2,886,880)
Proceeds from sale of trading securities 6,523,571 3,308,855
Purchase of investment securities held to maturity (5,691,198) 0
Proceeds from maturity of investment securities held to maturity 2,750,000 0
Principal payments on mortgage-backed securities held to maturity 4,250,065 4,444,417
Proceeds from sale of real estate owned 167,810 120,233
Increase in office properties and equipment (26,681) (40,978)
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Net cash used in investing activities (11,853,852) (14,785,170)
5
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1997
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(Unaudited) (Unaudited)
1997 1996
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Cash flows from financing activities:
Increase (decrease) in deposits, net (1,731,085) 6,742,031
Increase in borrowings, net 22,178,550 3,465,625
Decrease in advance payments by borrowers for taxes, net (1,991,156) (346,445)
Purchase of treasury stock (7,652,214) (127,500)
Dividend paid (139,658) (141,607)
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Net cash provided by financing activities 10,664,437 9,592,104
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Net change in cash and cash equivalents 1,082,808 (3,386,202)
Cash and cash equivalents at beginning of period 5,399,466 6,902,040
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Cash and cash equivalents at end of period $6,482,274 $3,515,838
========================================================================================================= =================
Cash paid during period for:
Interest $3,462,456 $3,426,070
Income Taxes $103,000 $0
Supplemental disclosures of non-cash investing activities:
Transfer of loans receivable to real estate owned $0 $182,500
6
LAKEVIEW FINANCIAL CORP. and SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(1) Basis of Presentation
The consolidated financial statements include the accounts of Lakeview Financial
Corp. (the "Company"), its wholly owned subsidiaries, Lakeview Savings Bank (the
"Savings Bank"), Branchview, Inc., and its 90% owned subsidiary, Lakeview
Mortgage Depot, Inc. All significant intercompany balances and transactions have
been eliminated in consolidation.
These consolidated financial statements were prepared in accordance with
instructions for Form 10-Q and therefore, do not include all disclosures
necessary for a complete presentation of the statement of financial condition,
statement of operations, and statement of cash flows in conformity with
generally accepted accounting principles. However, all adjustments which are, in
the opinion of management, necessary for the fair presentation of the interim
financial statements have been included and all such adjustments are of a normal
recurring nature. The results of operations for the three months ended October
31, 1997 are not necessarily indicative of the results that may be expected for
the fiscal year July 31, 1998 or any other interim period.
These statements should be read in conjunction with the consolidated statements
and related notes which are incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended July 31, 1997.
(2) Net Income per Share
Net income per common share is calculated by dividing net income by the weighted
average number of total common stock shares and average number of common stock
equivalents outstanding during the three month periods ended October 31, 1997
and 1996. The weighted average number of shares outstanding during the quarter
ended October 31, 1997, was 4,822,350. Per share data has been adjusted to
reflect the 10% stock dividends paid during 1995, 1996 and 1997. On September 4,
1997, Lakeview Financial Corp. declared a two for one stock split payable on
October 15, 1997. Share data has been adjusted to reflect the stock split. At
October 31, 1997 and 1996 respectively, the weighted average number of shares
outstanding include 198,570 and 108,608 shares committed to be released for the
Savings Bank's ESOP.
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128") establishes standards for computing and presenting earnings per share
(EPS) and applies to entities with publicly held common stock or potential
common stock. SFAS 128 replaces
7
presentation of primary EPS with a presentation of basic EPS and requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods; earlier application is not permitted and requires restatement of all
prior-period EPS data presented.
The pro forma basic EPS for the three month period ended October 31, 1997 was
$.31 per share. The diluted EPS is not expected to be materially different from
the earnings per share disclosed in the income statement.
(3) Non Performing Loans and the Allowance for Loan Losses
Non-performing assets (loans 90 days or more delinquent, non-accrual loans, real
estate owned and other non-performing assets) totaled $5.9 million or 1.14% of
total assets at October 31, 1997, as compared to $5.7 million or 1.13% of total
assets at July 31, 1997.
Non performing loans at October 31, 1997, and July 31, 1997, are as follows:
October 31, 1997 July 31,1997
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Loans delinquent 90 days or more $4,146,671 $3,810,868
As a percentage of total loans 1.8% 1.7%
An analysis of the allowance for loan losses for the three month period ended
October 31, 1997 and 1996 is as follows:
For the three For the three
months ended months ended
October 31, 1997 October 31, 1996
---------------- ----------------
Balance at beginning of period $3,411,461 $3,073,158
Provision charged to operations 300,518 105,000
Charge-offs, (183,031) (39,965)
Recoveries 10,754 10,981
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Balance at end of period $3,539,702 $3,149,174
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8
(4) Borrowings
Federal Home Loan Bank line of credit increased $15.8 million for the quarter
ended October 31, 1997. The line of credit is at an interest rate of 5.81% and
maturity is due on November 3, 1997. The line of credit the Savings Bank had
entered into with one major national broker/dealer increased $7.4 million for
the quarter ended October 31, 1997. The line of credit is at an interest rate of
8.25%. Federal Home Loan Bank advances decreased $1.0 million for the quarter
ended October 31, 1997. The weighted average interest rate is 5.73%.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
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Lakeview Financial Corp. (the "Company") is organized as a unitary savings and
loan holding company and owns all of the outstanding capital stock of Lakeview
Savings Bank (the "Savings Bank"). The business of the Savings Bank and
therefore, the Company, is the acceptance of savings deposits from the general
public and the origination and purchase of mortgage loans in Northern New
Jersey. The Savings Bank has eight office locations located in Bergen and
Passaic Counties, New Jersey. The Company also has investments in two service
corporations, Branchview, Inc. and Lakeview Mortgage Depot, Inc.
Comparison of Financial Condition at October 31, 1997 and July 31, 1997
- -----------------------------------------------------------------------
Total assets increased $12.1 million, or 2.4%, to $518.0 million at October 31,
1997, from $505.9 million at July 31, 1997. The increase was primarily due to
increases in loans receivable, net, of $9.0 million, $250 thousand in Federal
Home Loan Bank Stock, $3.5 million in investment securities available for sale,
and $3.1 million in investment securities held to maturity, offsetting declines
of $4.3 million in mortgage-backed securities held to maturity.
Investment securities available for sale ("investment securities") increased
$3.5 million to $109.1 million at October 31, 1997 from $105.6 million at July
31, 1997. The increase was mainly attributable to the purchase of investment
securities in the amount of $6.4 million, offset by a decrease in market value
of $457 thousand (before tax), sales of $2.0 million and principal repayments of
$569 thousand. Pursuant to SFAS 115, investment securities available for sale
are reported at fair value, with unrealized gains and losses excluded from
earnings and reported net of income tax, as a separate component of equity.
Mortgage backed securities held to maturity decreased $4.2 million, or 4.2%, to
$98.0 million at October 31, 1997, from $102.2 million at July 31, 1997. This
was attributed to principal repayments of $4.2 million. The funds were primarily
used to fund the growth in loans receivable.
Loans receivable increased $8.9 million, or 4.0%, to $233.5 million at October
31, 1997, from $224.6 million at July 31, 1997. The increase was the result of
the concerted efforts of a seasoned branch staff and specialized lending
officers and senior management.
Deposits, after interest credited, decreased $1.7 million, or .47%, to $369.1
million at October 31, 1997, from $370.8 million at July 31, 1997. The decrease
was due to a net decrease in deposits before interest of $5.2 million, offset by
interest credited to deposits of $3.5 million.
10
Borrowings increased $22.2 million, or 36.2%, to $83.5 million at October 31,
1997, from $61.3 million at July 31, 1997. This was primarily due to the
increase in the Federal Home Loan Bank line of credit of $15.8 million, or 78.2%
to $36.0 million at October 31, 1997, from $20.2 million at July 31, 1997. The
line of credit the Savings Bank entered into with one major national broker
increased $7.4 million, or 370.0% to $9.4 million at October 31, 1997 from $2.0
million at July 31, 1997. Offsetting the increase, Federal Home Loan Bank
advances decreased $1.0 million, or 2.6% to $38.0 million at October 31, 1997
from $39.0 million at July 31, 1997. During the period ended October 31, 1997,
the Savings Bank used borrowings and principal repayments on mortgage backed
securities held to maturity to fund the growth in loans receivable, investment
securities held to maturity, investment securities available for sale, and the
repurchase of common stock.
Shareholders' equity decreased $6.5 million during the three months ended
October 31, 1997, to $55.4 million. This was primarily due to the repurchase of
$7.7 million in common stock, decrease in the unrealized gains on securities
available for sale of $167 thousand, and cash dividends of $140,000, offsetting
the decrease was net income of $1.3 million and amortization of ESOP shares of
$243 thousand.
Comparison of Operating Results For The Three Months Ended October 31, 1997
- ---------------------------------------------------------------------------
and 1996
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Interest Income: Total interest income increased $912 thousand to $9.0 million
for the quarter ended October 31, 1997, compared to $8.1 million for the quarter
ended October 31, 1996. The increase was mainly due to growth in the level of
interest earning assets, primarily in loans receivable, net, and an increase in
the average yield on interest earning assets from 7.46% to 7.48%. The average
balance in interest earning assets for the three months ended October 31, 1997,
increased $47.9 million, or 11.1% to $479.6 million from $431.7 million for the
same period in 1996.
Interest Expense: Total interest expense increased $428 thousand to $4.6 million
for the quarter ended October 31, 1997, compared to $4.2 million for the quarter
ended October 31, 1996. The increase was due to growth in the level of interest
bearing liabilities, and a increase in the average cost. Average interest
bearing liabilities increased $20.5 million or 5.1% to $419.2 million for the
quarter ended October 31, 1997, from $398.7 million for the quarter ended
October 31, 1996. The cost increased 20 basis points to 4.42% for the three
months ended October 31, 1997 from 4.22% for the same period in 1996.
Net Interest Income: Net interest income before provision for loan losses
increased $485 thousand or 12.6%, to $4.3 million for the three months ended
October 31, 1997, from $3.8 million for the same period in 1996.
11
Provision For Loan Losses: For the comparison period, the provision for loan
losses increased $196,000, or 186.2%, to $300,518 compared to $105,000 for the
same period ended October 31, 1996, due to loan growth and a change in the mix
of the loan portfolio. Management of the Savings Bank regularly accesses the
credit risk of the loan portfolio based on information available at such times,
including trends in the local real estate market and levels of the Savings
Bank's non-performing loans and assets. The assessment of the adequacy of the
allowance for loan losses involve subjective judgement regarding future events
and thus there can be no assurance that additional provision for loan losses
will not be required in future periods.
Other Income: Other income decreased $869 thousand during the comparison period
to $745 thousand or 53.8%, from $1.6 million. The decline was primarily due to
the recognition of $204,000 in non-recurring gains from the sale of a subsidiary
and $764,000 in gains from the sale of investments during the quarter ended
October 31, 1996 and a loss of $13,000 from the investment securities available
for sale portfolio at October 31, 1997. The loss on the sale of investment
securities available for sale for the quarter ended October 31, 1997 is not
necessarily indicative of the results expected for the fiscal year ending July
31, 1998. The Savings Bank elected not to participate in the sale of investments
during the period ended October 31, 1997.
Other Expense: For the comparison period, other expense decreased $2.0 million,
or 41.2%, to $2.8 million for the three months ended October 31, 1997, from $4.8
million for the three months ended October 31, 1996. Other expense primarily
decreased due to the recognition for the three months ended October 31, 1996 of
a $2.2 million special assessment required to recapitalize the SAIF. The
decrease was offset by an increase in compensation expense of $254,000 and a
$22,000 increase in net loss from real estate owned activities as compared to
the same period in 1996. Compensation increased $254 thousand, or 20.2% to $1.5
million at October 31, 1997 as compared to $1.3 million at October 31, 1996. The
increase was mainly attributed to the amortization of the ESOP of $76 thousand
due to the increase of market value of the Company's stock and $155,000 in
compensation due to an increase cost and increased staff for the Company's
subsidiary Lakeview Mortgage Depot, Inc. Net loss on real estate owned
operations increased $22 thousand, or 112.1% to $41 thousand at October 31, 1997
as compared to $20 thousand at October 31, 1996. Management will continue to
liquidate real estate owned whenever possible.
12
Liquidity and Capital Resources
- -------------------------------
The Savings Bank's primary sources of funds includes savings deposits, loan
repayments and prepayments, cash flow from operations and borrowings from the
Federal Home Loan Bank of New York ("FHLB"). The Savings Bank uses its capital
resources principally to fund loan origination and purchases, repay maturing
borrowings, purchase of securities, and for short and long-term liquidity needs.
The Savings Bank expects to be able to fund or refinance, on a timely basis, its
commitments and long-term liabilities.
The Savings Bank's liquid assets consist of cash and cash equivalents, which
include investments in highly liquid short-term investments. The level of these
assets are dependent on the Savings Bank's operating, financing and investment
activities during any given period. At October 31, 1997, cash and cash
equivalents totaled $6,482,274.
The Savings Bank anticipates that it will have sufficient funds available to
meet its current commitments. As of October 31, 1997, the Savings Bank had
commitments to fund loans of $6,647,250.
The Savings Bank had leverage, Tier 1 and risk-based capital ratios of 7.6%,
13.2%, and 14.5% at October 31, 1997, which exceeded the FDIC's respective
minimum requirements of 4.00%, 4.00% and 8.00%. The Savings Bank was classified
as a "well capitalized" institution by the FDIC as of October 31, 1997.
13
LAKEVIEW FINANCIAL CORP. AND SUBSIDIARIES
PART II
ITEM 1. LEGAL PROCEEDINGS
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. Neither the
Registrant nor the Savings Bank was engaged in any legal
proceeding of a material nature as of October 31, 1997.
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 MATERIALLY IMPORTANT EVENTS
On September 4, 1997, the Company announced a declaration of a
cash dividend of $.0625 per share to shareholders of record on
September 18, 1997, payable on October 2, 1997. On September
4, 1997, the Company also announced a declaration of a 100%
stock dividend to shareholders of record on October 1, 1997,
payable on October 15, 1997. On December 12, 1997, the Company
announced their first quarter earnings and cash dividend
payable on January 9, 1998 to stockholders of record as of
December 26, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27. Financial Data Schedule (included in electronic
filing only).
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.
Lakeview Financial Corp.
Date: December 15, 1997 /s/ Kevin J. Coogan
------------------------
Kevin J. Coogan
President and CEO
(Principal Executive Officer)
Date: December 15, 1997 /s/ Anthony G. Gallo
------------------------
Anthony G. Gallo
Vice President and CFO
(Principal Financial Officer)
15