SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------------------------------- FORM 10-QSB (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, 1998 OR [ ] TRANSITION report pursuant to section 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ______________________ SEC File Number 0-23194 First Savings Bancorp of Little Falls, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-3360945 --------------------------------------------------------------------- (State or other jurisdiction) (I.R.S. Employer Identification No.) Registrant's telephone number, including area code (973) 256-2100 -------------- - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check (X) 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 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 ----- ------ 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: 440,100. FIRST SAVINGS BANCORP OF LITTLE FALLS, INC. ------------------------------------------- INDEX ----- Page Number ----------- PART I - CONSOLIDATED FINANCIAL INFORMATION Consolidated Statements of Financial Condition at March 31, 1998 and December 31, 1997 (unaudited) 1 Consolidated Statements of Income for the Three Months Ended March 31, 1998 and 1997 (unaudited) 2 Consolidated Statements of Cash Flows of the Three Months Ended March 31, 1998 and 1997 (unaudited) 3-4 Notes to Consolidated Financial Statements 5 Management's Discussion and Analysis of Financial Condition and Results of Operations 6-8 PART II -OTHER INFORMATION 9 SIGNATURES 10 FIRST SAVINGS BANCORP OF LITTLE FALLS, INC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) Assets March 31, 1998 December 31, 1997 - ------ -------------- ----------------- Cash and amounts due from depository institutions $ 1,858,106 $ 2,142,413 Interest-bearing demand deposits in other banks 10,670,518 1,540,810 ------------ ------------ Total cash and cash equivalents 12,528,624 3,683,223 Securities available for sale 31,048,175 31,226,440 Investment securities held to maturity estimated fair value of $16,798,000(1998) and $19,647,000(1997) 16,893,316 19,643,589 Mortgage-backed securities held to maturity estimated fair value of $10,403,000(1998) and $10,438,000(1997) 9,876,405 10,414,679 Loans receivable, net of allowance for loan losses of $578,205(1998) $596,230 (1997) 103,537,456 105,467,485 Real estate owned 1,673,999 1,640,004 Premises and equipment 2,863,730 2,775,060 Federal Home Loan Bank of New York stock, at cost 1,154,400 1,106,600 Interest and dividends receivable 1,402,433 1,379,628 Other assets 915,075 807,631 ------------ ------------ Total assets $181,893,613 $178,144,339 ============ ============ Liabilities and stockholder's equity - ------------------------------------ Liabilities - ----------- Deposits $170,076,203 $166,758,857 Borrowed money 540,783 551,132 Advance payments by borrowers for taxes and insurance 774,687 769,354 Other liabilities 628,316 200,537 ------------ ------------ Total liabilities 172,019,989 168,279,880 ------------ ------------ Stockholders' Equity - -------------------- Common Stock (par value $1.00 per share) authorized 5,000,000 shares: issued and outstanding 440,100 shares 440,100 440,100 Additional paid-in capital 3,670,377 3,670,377 Retained earnings-substantially restricted 5,465,443 5,458,904 Unrealized gain on securities available for sale 297,704 295,078 ------------ ------------ Total stockholders' equity 9,873,624 9,864,459 ------------ ------------ Total liabilities and stockholders' equity $181,893,613 $178,144,339 ============ ============ SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS PAGE 1 FIRST SAVINGS BANCORP OF LITTLE FALLS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED ----------------------- MARCH 31 ----------------------- 1998 1997 Interest income Loans $2,217,253 $1,977,647 Mortgage-backed securities 407,536 482,412 Investments 549,092 403,730 Other interest-earning assets 104,937 117,071 ---------- ---------- Total interest income 3,278,818 2,980,860 ---------- ---------- Interest Expense Deposits 2,093,391 1,957,284 Borrowed Money 9,116 -- ---------- ---------- Total Interest expense 2,102,507 1,957,284 ---------- ---------- Net interest income 1,176,311 1,023,576 Provision for loan losses 25,000 25,000 ---------- ---------- Net interest income after provision for loan losses 1,151,311 998,576 Non-interest income Service charges 27,784 21,768 Miscellaneous 15,151 9,759 ---------- ---------- Total non-interest income 42,935 31,527 ---------- ---------- Non-interest expense Salaries and employee benefits 364,918 364,016 Net occupancy expense 61,098 61,444 Equipment 89,781 88,380 Loss on foreclosed real estate 31,218 17,805 Federal insurance premium 25,802 22,389 Advertising and promotion 11,588 28,299 Legal fees 53,421 44,668 Miscellaneous 165,308 167,559 ---------- ---------- Total non-interest expenses 803,134 794,560 ---------- ---------- Income before income taxes 391,112 235,543 Income taxes 164,523 86,814 ---------- ---------- Net income 226,589 148,729 Other comprehensive income- unrecognized holding gains on securities available for sale, net of income taxes of $630(1998) and $14,188(1997) 2,626 26,349 ---------- ---------- Comprehensive income $ 229,215 $ 175,078 ========== ========== Net income per common share- basic and diluted $ 0.51 $ 0.34 ========== ========== Weighted average number of common shares outstanding- basic and diluted 440,100 440,100 ========== ========== See notes to unaudited consolidated financial statements. FIRST SAVINGS BANCORP OF LITTLE FALLS INC. ------------------------------------------ AND SUBSIDIARY -------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (unaudited) Three Months Ended March 31, ----------------------------- 1998 1997 Cash flows from operating activities: - ------------------------------------- Net income $ 226,589 $ 148,729 Adjustments to reconcile net income to - ---------------------------------------- net cash provided by operating activities: - ---------------------------------------------- Depreciation 65,298 69,249 Amortization of premiums, discounts and fees, net 93,526 65,563 Provision for losses on loans and real estate owned 63,000 25,000 Net (gain)loss on sales of real estate owned (37,814) 333 Increase in interest and dividends receivable, net (22,805) (100,844) Increase in other assets (116,406) (149,899) Increase(decrease) in accrued interest payable 39,002 (45,112) Increase in other liabilities 207,730 15,349 Amortization of branch premium 8,334 8,334 - -------------------------------------------------------------------------- ------------ ------------ Net cash provided by operating activities 526,454 36,702 - -------------------------------------------------------------------------- ------------ ------------ Cash flows from investing activities: - ------------------------------------- Purchase of securities available for sale (2,120,003) (1,920,484) Proceeds from Investment securities held to maturity matured or called 3,954,079 -- Purchase of investment securities held to maturity (1,203,806) (8,998,371) Securities available for sale repayments 2,213,023 601,517 Mortgage-backed securities held to maturity repayments 538,105 1,448,896 Recovery of loan losses 1,157 -- Net decrease in loans receivable 1,672,751 1,143,339 Additions to premises and equipment (153,968) (54,452) Payments received on real estate owned -- 1,000 Proceeds from sales of real estate owned 192,081 59,354 Purchase of Federal Home Loan Bank of NY stock (47,800) (181,000) - -------------------------------------------------------------------------- ------------ ------------ Net cash provided by(used in) investment activities 5,045,619 (7,900,201) - -------------------------------------------------------------------------- ------------ ------------ Cash flows from financing activities: - ------------------------------------- Net increase in deposits 3,278,344 2,866,498 Repayment of Federal Home Loan Bank Advances (10,349) -- Increase in advance payments by borrowers for taxes and insurance 5,333 25,673 - -------------------------------------------------------------------------- ------------ ------------ Net cash provided by financing activities 3,273,328 2,892,171 - -------------------------------------------------------------------------- ------------ ------------ Net increase(decrease) in cash and cash equivalents 8,845,401 (4,971,328) Cash and cash equivalents -- beginning 3,683,223 10,673,339 ============ ============ Cash and cash equivalents -- end $ 12,528,624 $ 5,702,011 ============ ============ See notes to unaudited consolidated financial statements Page 3 FIRST SAVINGS BANCORP OF LITTLE FALLS INC. ------------------------------------------ AND SUBSIDIARY -------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (unaudited) Three Months Ended March 31, ---------------------------- 1998 1997 ---- ---- Supplemental disclosures of cash flows information: - -------------------------------------------------- Cash paid during the period for: - ------------------------------------- Interest $2,063,505 $2,002,396 ========== ========== Income taxes $ 64,515 $ 0 ========== ========== Supplemental disclosure of noncash activities: - --------------------------------------------- Increase(decrease) in unrealized gain on securities, net of deferred income taxes $ 2,626 $ 26,349 ========== ========== Loans transferred to real estate owned $ 226,262 -- ========== ========== Loans originated to facilitate the sale of real estate owned -- $ 161,000 ========== ========== Common stock dividend declared but not yet paid $ 220,050 -- ========== ========== See notes to unaudited consolidated financial statements Page 4 First Savings Bancorp of Little Falls, Inc. ------------------------------------------- Notes To Consolidated Financial Statements ------------------------------------------ The consolidated financial statements include the accounts of First Savings Bancorp of Little Falls, Inc. (the "Company") and its wholly owned subsidiary, First Savings Bank of Little Falls, FSB (the "Savings Bank") and the Savings Bank's wholly owned subsidiaries, The First Service Corporation of Little Falls and Redeem, 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-QSB and therefore, do not include all disclosures necessary for a complete presentation of the statements of financial condition, statements of income, and statements 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 March 31, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ending December 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-KSB for the year ended December 31, 1997. Effective January 1, 1998, the Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards ("Statement") No. 130, "Reporting Comprehensive Income". Statement No. 130 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. As required, the provisions of Statement No. 130 have been retroactively applied to previously reported periods. The application of Statement No. 130 had no effect on the Company's consolidated financial condition or operations. Page 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- FINANCIAL CONDITION AT MARCH 31, 1998 - ------------------------------------- Total assets of the Company increased $3.7 million or 2% from $178.1 million at December 31, 1997 to $181.9 million at March 31, 1998 primarily due to a $9.1 million increase in interest bearing demand deposits in other banks, offset by a $1.9 million decrease in loans receivable, $178,000 decrease in securities available for sale, $538,000 decrease in net mortgage-backed securities held to maturity and a $2.8 million net decrease in investment securities held to maturity. In view of the Company's decreased loan demand for the quarter, the Company increased its interest bearing demand deposits in other banks. The increase was funded primarily from repayments of mortgage-backed securities held to maturity, investment securities held to maturity that were called, repayments from loans receivable and a $3.3 million increase in deposits. The Bank as of March 31, 1998 had $7.3 million of outstanding loan commitments that will be funded in the second quarter of 1998 with outstanding balances of interest bearing demand deposits in other banks. Deposits increased $3.3 million or 2% from $166.8 million at December 31, 1997 to $170.1 million at March 31, 1998. The increase resulted primarily from the growth of regular savings, Now accounts and the Company's response to the general increase in rates offered by other bank's in the market area. The Company did not offer promotional rates on deposits during this quarter. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 - --------------------------------------------------------------- Net income for the three months ended March 31, 1998 increased $78,000 or 52% from $149,000 for the three month period ended March 31, 1997 to $227,000 for three month period ended March 31, 1998. This increase was primarily due to a $153,000 increase in net interest income, offset by a $78,000 increase in income taxes expense. For the three months ended March 31, 1998, net interest income increased $153,000 from $1.02 million for the same period in 1997 to $1.18 million in 1998. The primary reason for the increase was that the average balances of the securities and loan portfolios increased $12.8 million due to asset growth from the origination of whole loans and the purchase of securities. During the three months ended March 31, 1998, the Company's interest rate spread and net interest margin increased to 2.69% and 2.75%, respectively, compared to 2.60% and 2.59%, respectively for the same period of 1997. The higher spread and margin are primarily due to a higher yield on earning assets exceeding the higher cost of funds in the first quarter of 1998. The increased interest rate spread and net interest margin were augmented by an increase in net interest-earning assets. Page 6 Non-interest income increased $11,000 or 36% from $32,000 for the three month period ended March 31, 1997 to $43,000 for the three month period ended March 31, 1998. The increase was primarily the result of increases in the collection of mortgage late charges and DDA fees. Non-interest expense increased marginally to $803,000 for the three month period ended March 31, 1997 from $795,000 for the three month period ended March 31, 1998. Loss on foreclosed real estate increased $13,000 from $18,000 for the three month period ended March 31, 1997 to $31,000 for the three month period ended March 31, 1998. The primary reason for the increase was REO rental income of $14,000 for the three month period ended March 31, 1997 compared to no rental income for the 1998 period. Advertising and promotion expense decreased $17,000 from $28,000 for the three month period ended March 31, 1997 to $12,000 for the 1998 period because of advertising and promotion expenses for the "Grand Reopening" of the Little Ferry Branch during the 1997 period were not reoccurring for the 1998 period. Income taxes were $165,000 and $87,000 for the three months ended March 31, 1998 and 1997, respectively. The increase resulted from increased pre-tax earnings and a additional tax expense of $23,000 during the three month period ended March 31, 1998 for the 1997 tax period. The effective tax rate for the three month periods ended March 31, 1998 and 1997, exclusive of the additional tax expense noted above, was 36% and 37% respectively. Asset Quality The following schedule sets forth certain information regarding the Bank's non-performing as of March 31, 1998, and as of December 31, 1997. March 31, December 31, 1998 1997 --------- ------------ Non-accrual loans ............................ $1,179 $2,601 Renegotiated loans ........................... 406 406 ------------------------ Total non-accural and renegotiated loans ......................... 1,585 3,007 Other real estate owned ...................... 1,674 1,640 ------------------------ Total ..................................... $3,259 $4,647 ======================== At March 31, 1998, non-accrual loans decreased $1.4 million from December 31, 1997. Residential loans totaling $595,000 became current, a $100,000 payment was made on a mult-family loan, four loans totaling $479,000 were paid-off and a loan of $226,000 was transferred to other real estate owned. Page 7 The following table represents a analysis of the allowance for loan losses: Three months ended March 31, Year ended December 31, -------------------------------- ----------------------- 1998 1997 1997 -------------------------------- ----------------------- Balance - beginning $ 596,230 $ 523,715 $ 523,715 Provision charged 25,000 25,000 101,174 Loans charged off (44,182) (23,497) (37,374) Recoveries 1,157 -0- 8,715 ------------------------ ------------- Balance-ending $ 578,205 $ 525,218 $ 596,230 ======================== ============= Net loans charged off as a percent of average (1) .17% .10% .03% Allowance as a percent of Total loans 56% .56% .56% Non performing loans 36.48% 34.34% 19.83% (1)Annualized LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Savings Bank is required to maintain minimum levels of liquid assets, as defined by the Office Of Thrift Supervision regulations. This requirement, which may be varied from time to time depending upon economic conditions and deposit flows, is based upon a percentage of deposits and short-term borrowings. The required minimum ratio is 4%. The Savings Bank's liquidity ratio averaged 39.9% during first quarter of 1998. The Savings Bank anticipates that it will have sufficient funds available to meet its current loan commitments and normal savings withdrawals. At March 31, 1998, the Savings Bank had outstanding loan commitments of $7.3 million. In addition, it had $94.9 million in certificates of deposits scheduled to mature within one year of March 31, 1998. Based upon historical experience, management believes that a substantial portion of such deposits will remain with the Savings Bank. As of March 31, 1998, the Company had regulatory capital that was in excess of applicable limits. The Company is required under certain federal regulations to maintain tangible capital equal to at least 1.5% of its tangible assets, core capital equal to at least 3.00% of adjusted tangible assets and risk-based capital equal to at least 8.00% of risk-weighted assets. At March 31, 1998, the Savings Bank had tangible capital equal to 5.08% of adjusted total assets, core capital equal to 5.08% of adjusted total assets and total capital equal to 12.69% of risk-weighted assets. Page 8 FIRST SAVINGS BANCORP OF LITTLE FALLS, INC. ------------------------------------------- PART II ------- Item 1. Legal Proceedings The Company and the Savings Bank are 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 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 The annual meeting of shareholders of the Company was held on April 21, 1998, and the following items were acted upon: Election of Directors Emanuel Kontokosta and Frederick Tedeschi for a term of three years ending in 2001. Election of Director Nikos Mouyiaris for a term of one year ending in 1999. Emanuel Kontokosta, Frederick Tedeschi, and Nikos Mouyiaris were elected to the term as indicated by the following vote: For Withheld -------- ------------------- Number Percentage Number Percentage of of of of Votes Shares Votes Shares ----- ------ ----- ------ Emanuel Kontokosta 418,975 95.2% -0- -0- Frederick Tedeschi 418,975 95.2% -0- -0- Nikos Mouyiaris 418,975 95.2% -0- -0- Ratification of the appointment of Radics & Co., LLC as independent auditors for the fiscal year ending December 31, 1998. Radics & Co., LLC was ratified as the Company's auditors by the following vote: For Against Abstain ------- ------------ ------------ Number Percentage Number Percentage Number Percentage of of of of of of Votes Shares Votes Shares Votes Shares ----- ------ ----- ------- ----- ------- 418,975 95.2% -0- -0- -0- -0- Item 5. Not Applicable Item 6. Exhibits and Reports on Form 8-K (a)Exhibits Exhibit 27 Financial Data Schedule(electronic filing only) b)Reports on Form 8-K Not Applicable Page 9 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. FIRST SAVINGS BANCORP OF LITTLE FALLS INC. (Registrant) Date: May 12, 1998 /s/Haralambos S. Kostakopoulos ----------------------------------- Haralambos S. Kostakopoulos President Chief Executive Officer Date: May 12, 1998 /s/Brian McCourt ----------------------------------- Brian McCourt Vice President Treasurer Page 10