SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter 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 ______________ Commission File Number 0-21687 IFB HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 43-1760023 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 522 Washington Street, Chillicothe, Missouri 64601 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (660) 646-3733 -------------- 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 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 ( ) Indicate the number of shares outstanding of each of the issuer's common stock as of the latest practicable date. Class Outstanding at March 31, 1998 - ----------------------------- ----------------------------- Common stock, $01 par value 592,523 IFB HOLDINGS, INC. FORM 10-QSB Index Part I. Financial Information - -------------------------------- Item 1 Financial Statements Page ----- Consolidated Statements of Financial Condition as of March 31, 1998 (Unaudited) and June 30, 1997................... 2 Consolidated Statements of Income for the Three Months and Nine Months ended March 31, 1998 and 1997 (Unaudited)...... 3 Consolidated Statements of Changes in Stockholders' Equity for the Nine Months ended March 31, 1998 (Unaudited)........... 4 Consolidated Statements of Cash Flows for the Nine Months ended March 31, 1998 and 1997 (Unaudited)...................... 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.............................................. 16 Item 2 Changes in Securities.......................................... 16 Item 3 Default 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 Signature Page........................................................... 17 IFB HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition At At March 31, June 30, 1998 1997 ----------- -------- (Unaudited) (In Thousands) ASSETS Cash on hand and noninterest-earning deposits $ 552 $ 581 Interest-earning deposits in other institutions 1,938 2,422 Investment securities: Securities available-for-sale at fair value 5,493 4,760 Securities held-to-maturity at amortized cost 715 2,209 Mortgage-backed and related securities available-for-sale, at fair value 26,391 18,501 Loans receivable, net 34,193 29,962 Accrued interest receivable 573 446 Investment required by law: FHLB and FRB stock, at cost 1,410 897 Premises and equipment 424 357 Other assets 68 85 ------- ------- Total assets $71,757 $60,220 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $35,593 $34,980 Federal Home Loan Bank advances 26,504 16,265 Advances from borrowers for taxes and insurance 16 33 Income taxes payable 267 144 Accrued expenses and other liabilities 191 157 ------- ------- Total liabilities 62,571 51,579 ------- ------- Preferred stock, $.01 par value; authorized 100,000 shares; none outstanding - - Common stock, $.01 par value; authorized 900,000 shares, issued 592,523 shares at March 31, 1998 and June 30, 1997 59 59 Additional paid-in capital 5,493 5,477 Retained earnings, substantially restricted 3,911 3,559 Less: Common stock acquired by the ESOP (386) (421) Unrealized gain (loss) on securities available-for-sale, net of applicable deferred income taxes 109 (33) ------- ------- Total stockholders' equity 9,186 8,641 ------- ------- Total liabilities and stockholders' equity $71,757 $60,220 ======= ======= See accompanying Notes to Unaudited Consolidated Financial Statements 2 IFB HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, ----------- ---------- 1998 1997 1998 1997 ---- ---- ---- ---- (In thousands (In thousands except share data) except share data) Interest income: Loans receivable $ 710 $ 581 $ 2,040 $ 1,761 Investment securities 114 74 335 194 Mortgage-backed and related securities 409 266 1,120 848 Other interest-earning assets 18 40 44 71 -------- -------- -------- -------- Total interest income 1,251 961 3,539 2,874 -------- -------- -------- -------- Interest expense: Deposits 400 393 1,200 1,217 FHLB Advances 359 163 948 560 -------- -------- -------- -------- Total interest expense 759 556 2,148 1,777 -------- -------- -------- -------- Net interest income 492 405 1,391 1,097 Provision for loan losses 2 - 66 - -------- -------- -------- -------- Net interest income after provision for loan losses 490 405 1,325 1,097 -------- -------- -------- -------- Noninterest income: Fees and service charges 49 49 158 159 Gain on sales of mortgage-backed securities - 5 43 14 Other 12 9 28 31 -------- -------- -------- -------- Total noninterest income 61 63 229 204 -------- -------- -------- -------- Noninterest expense: Compensation and benefits 178 167 515 493 Occupancy and equipment 31 26 83 79 SAIF deposit insurance premiums 5 1 16 277 Other 69 62 228 167 -------- -------- -------- -------- Total noninterest expense 283 256 842 1,016 -------- -------- -------- -------- Income (loss) before income taxes 268 212 712 285 Income tax expense 105 82 285 112 -------- -------- -------- -------- Net income (loss) $ 163 $ 130 $ 427 $ 173 ======== ======== ======== ======== Earnings per share: Basic $.29 $.24 $.77 $.32 ======== ======== ======== ======== Weighted average number of shares outstanding: Basic 552,665 547,333 551,480 547,333 See accompanying Notes to Unaudited Consolidated Financial Statements 3 IFB HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Unrealized Gain (Loss) Securities Available- For-Sale, Net of Common Applicable Additional Stock Deferred Common Paid-In Retained Acquired Income Stock Capital Earnings by ESOP Taxes Total ------ ---------- -------- -------- ------ ----- (In thousands) Nine Months Ended - ----------------- March 31, 1998 - --------------- Balance at June 30, 1997 $ 59 $5,477 $3,559 $(421) $(33) $8,641 Additions (deductions) for the nine months ended March 31, 1998 Net income - - 427 - - 427 Dividends declared (75) (75) Allocation of ESOP shares - 16 - 35 - 51 Unrealized gain on securities available-for- sale, net of deferred Income tax of $48,000 - - - - 142 142 ---------- -------- -------- ------- ----- -------- Balance, March 31, 1998 $ 59 $5,493 $3,911 $(386) $109 $9,186 ====== ====== ======= ====== ===== ======= See accompanying Notes to Unaudited Consolidated Financial Statements 4 IFB HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended March 31, --------- 1998 1997 ---- ---- (In thousands) Cash flow from operating activities: Net income (loss) $ 427 $ 43 Adjustments to reconcile net earnings to net cash provided by operating activities: Net loss (gain) on sale of investments (43) (9) Depreciation 39 30 Provision for loan loss 66 - Amortization of premiums and discounts and loan fees 4 24 ESOP expense 51 28 Changes in: Decrease (increase) in interest receivable (127) 78 Decrease (increase) in other assets 17 31 Increase (decrease) in income tax payable 123 (36) Increase (decrease) in other liabilities 32 40 ------- ------ Net cash provided by operating activities 589 229 ------- ------ Cash flow from investing activities: Loans purchased (3,956) ( 626) (Increase) decrease in loans, net (298) 342 Proceeds from sales of available-for-sale mortgage-backed and related securities 2,311 1,857 Proceeds from sales of available-for-sale investment securities 499 - Proceeds from maturities of investment securities 2,999 - Purchase of available-for-sale investment securities (2,601) (138) Purchase of available-for-sale mortgage-backed and related securities (13,523) (1,485) Principal collected on repayments and maturities of available-for-sale mortgage-backed and related securities 3,326 1,418 Purchase of FHLB and FRB stock (513) (50) Purchase of equipment (106) (4) ------- ------ Net cash provided (used) by investing activities (11,862) 1,314 ------- ------ Cash flows from financing activities: Dividends paid (75) - Net proceeds from issuance of common stock - 5,048 Net increase (decrease) in deposits 613 (1,073) Net increase (decrease) in advances from borrowers for taxes and insurance (17) (27) Proceeds from FHLB advances 27,675 9,450 Principal payments on FHLB advances (17,436) (11,727) ------- ------ Net cash provided (used) by financing activities 10,760 1,671 ------- ------ Increase (decrease) in cash and cash equivalents (513) 3,214 Cash and cash equivalents at beginning of period 3,003 2,080 ------- ------ Cash and cash equivalents at end of period $2,490 $5,294 ======= ====== 5 IFB HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended March 31, 1998 1997 ---- ---- (In thousands) Supplemental cash flow disclosures: Cash paid for: Interest $1,177 $681 ====== ===== Income Taxes $ 246 $ 72 ====== ===== Noncash activity: Loans transferred to real estate owned $ - $ - ====== ===== See accompanying Notes to Unaudited Consolidated Financial Statements 6 IFB HOLDINGS, INC. AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements (1) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation have been included. The results of operations and other data for the three and nine month periods ended March 31, 1998 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 1998. The unaudited consolidated financial statements include the accounts of IFB Holdings, Inc. (the "Holding Company") and its wholly-owned subsidiary, Investors Federal Bank, National Association, (the "Bank"), and the Bank's wholly-owned subsidiary, Investors Federal Service Corporation for the nine months ended March 31, 1998. The consolidated financial statements for the prior periods include accounts of the Bank and its subsidiaries. Material intercompany accounts and transactions have been eliminated in consolidation. (2) Conversion to Stock Ownership and National Bank The Board of Directors of the Bank, on September 23, 1996, unanimously adopted a Plan of Conversion pursuant to which the Bank converted from a federally chartered mutual savings bank to a federally chartered stock savings bank, with the concurrent formation of the Holding Company. The Holding Company, on December 30, 1996, sold 592,523 shares of common stock at $10.00 per share during the subscription offering. The proceeds from the conversion, after recognizing conversion expenses and underwriting costs of approximately $403,000, were $5,522,000 and are recorded as common stock and additional paid in capital on the accompanying unaudited consolidated statement of financial condition. The Holding Company utilized approximately $2,762,000 of the net proceeds to purchase all of the capital stock of the Bank. On January 30, 1997, the Bank changed its charter from a federally chartered savings bank to a national bank. The Bank has established for eligible employees an Employee Stock Ownership Plan ("ESOP") in connection with the conversion. The ESOP borrowed $474,010 from the Holding Company and purchased 47,401 common shares issued in the conversion. The Bank is making the scheduled discretionary cash contributions to the ESOP sufficient to service the amount borrowed. To date, the Bank has made payments of $132,750 ($88,150 principal) to the Holding Company. The $385,860 ESOP obligation ($474,010 in stock issued by the Holding Company on December 30, 1996 less the principal payments made by the Bank) is reflected in the accompanying consolidated financial statements as a charge to unearned compensation and a credit to common stock and paid- in capital. The unamortized balance of unearned compensation is shown as a deduction of stockholders' equity. The unpaid balance of the ESOP loan is eliminated in consolidation. 7 (3) Earnings Per Share Earnings per share (EPS) computations follow SFAS No. 128 which is effective for financial statements issued for periods ending after December 15, 1997. Basic EPS have been determined by dividing net income for the period (numerator) by the weighted-average number of common shares outstanding during the period (denominator). Weighted- average common shares include allocated ESOP shares. Unallocated ESOP shares are not used in basic EPS calculations. (4) Commitments and Contingencies Commitments to originate and purchase mortgage loans of $900,000 at March 31, 1998, represent amounts which the Bank plans to fund within the normal commitment period of thirty to ninety days. As of March 31, 1998, the Bank had no commitments to purchase mortgage-backed securities, CMOs or investment securities. The Bank had no commitments outstanding to sell mortgage loans, mortgage-backed securities, CMOs or investment securities at March 31, 1998. (5) Recent Accounting Developments The Financial Accounting Standards Board (the "FASB") recently adopted or issued proposals and guidelines which may have a significant impact on the accounting practices of commercial enterprises in general and financial institutions in particular. SFAS No. 123, Accounting for Stock-Based Compensation, is effective for fiscal years beginning after December 15, 1995. This statement established financial accounting and reporting standards for stock- based employee compensation plans, including stock option plans. These plans include all arrangements by which employees receive shares of stock or other equity investments of the employer or where an employer incurs liabilities to employees in amounts based on the price of the employer's stock. This statement also applies to transactions in which an entity issues its equity instruments to acquire goods and services from nonemployees. SFAS No. 130, "Reporting Comprehensive Income," will be adopted July 1, 1998. This statement provides accounting and reporting standards to report a measure of all changes in equity of an enterprise that result from recognized transactions and economic events of the period. The major component of comprehensive income for the Company will be unrealized gains and losses on certain investments in debt and equity securities. Management has not determined the effect on the financial position or the results of operations that adoption of SFAS 123 and 130 will have. (6) Director and Employee Plans The Company's Board of Directors has approved a stock option and incentive plan and a recognition and retention plan (RRP) which were approved by the Company's shareholders at the Annual meeting in November, 1997. Stock Option and Incentive Plan ------------------------------- The plan will be implemented for the benefit of directors, officers and employees of the 8 Company and its affiliates. The maximum number of shares to be issued from authorized but not currently outstanding shares under the plan is 59,252 or 10% of the total shares issued in the conversion. The exercise price of the options shall not be less than the common stock market value at the date the options are granted. Recognition and Retention Plan ------------------------------ The RRP would award shares authorized but not currently outstanding to directors and to employees in key management positions in order to provide them with a proprietary interest in the Company in a manner designed to encourage such employees to remain with the Company. The maximum number of shares authorized under the plan is 23,700 or 4% of the total shares issued in the conversion. Under the terms of the stock option and incentive plan, the effective date of the plan was January 1, 1998. The term of the plan would be ten years. The future impact of the plan would be to increase (1) the number of outstanding shares of common stock, and (2) compensation expense, and decrease (1) net income per share, and (2) book value per share. It is not possible to quantify the effect on the financial position or results of operations from implementing the plan at this time. As of March 31, 1998, no stock options or RRP award shares had been granted. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General IFB Holdings, Inc. was organized, as a Delaware corporation, in October 1996 at the direction of the Bank's Board of Directors to acquire all of the capital stock that the Bank issued upon its conversion from mutual to stock form of ownership. The business of the Holding Company consists primarily of the business of the Bank. There are no current arrangements, understandings or agreements to expand its business activities or make any business acquisitions. Investors Federal Bank, National Association was originally founded in 1934 as a federally chartered savings and loan association located in Chillicothe, Missouri under the name Chillicothe Federal Savings and Loan Association. In 1974, the Bank changed its name to Investors Federal Savings and Loan Association, and in 1988 the Bank changed its name to Investors Federal Bank and Savings Association. On December 30, 1996, the Bank completed a conversion from mutual to stock ownership. On January 30, 1997, the Bank changed its charter to a national bank charter and its name to Investors Federal Bank, National Association. Its deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank serves Livingston, Caldwell, and Daviess Counties, Missouri. The Bank conducts business through its main office and two branches located in Hamilton and Gallatin, Missouri. The Bank's business strategy is to operate as a well-capitalized, profitable and independent community financial institution dedicated to home- mortgage lending and to providing quality service to its customers. The Bank intends to implement this strategy by (i) closely monitoring the needs of its customers and providing quality service; (ii) maintaining asset quality; (iii) utilizing investments in mortgage-backed securities and other investment securities to invest excess funds and to increase net interest income; (iv) maintaining capital in excess of the regulatory requirements; (v) attempting to increase the Bank's earnings; and (vi) managing interest rate risk by attempting to match asset and liability maturities and rates. The earnings of the Bank depend primarily on its net interest income, which is the difference between interest earned on its loans and investments and the interest paid on its interest-bearing liabilities, consisting of deposits and FHLB advances. The Bank, like other financial institutions, is subject to interest-rate risk to the degree that its interest-earning assets mature or reprice at different times, or on different bases, than its interest-bearing liabilities. The Bank's operating results are also affected by the amount of its noninterest income, including gain on the sales of investments, service charges, and other income. Non-interest expense consists primarily of employee compensation, occupancy expenses, FDIC insurance premiums and other general and administrative expenses. The Bank's operating results are significantly affected by general economic and competitive conditions, in particular, the changes in market interest rates, government policies and actions by regulatory authorities. Capability of the Bank's Data Processing Hardware to Accommodate the Year 2000 Like many financial institutions, the Bank relies upon computers for the daily conduct of its business and for data processing generally. There is concern among industry experts that on January 1, 2000 computers will be unable to "read" the new year and there may be widespread computer malfunctions. The Bank has formed a Year 2000 Committee to initiate and implement the Year 2000 project, policies, document readiness of the Bank to accommodate Year 2000 processing and to track and test progress towards full compliance. The Bank is in the process of ensuring that external vendors and servicers are adequately addressing the system and software issues related to the Year 2000 by obtaining written system certifications that the systems are fully Year 2000 compliant or that the vendor has a plan to become fully compliant in the near future. Beginning in the third quarter of 1998, the Bank will coordinate end-to-end tests with primary vendors, which will allow the 10 Bank to simulate daily processing on sensitive century dates. In the evaluation, the Bank will ensure that critical operations will continue if vendors are unable to achieve the Year 2000 requirements. The Bank does not expect costs to make their computer system Year 2000 compliant to materially affect operations. Liquidity and Capital Resources The Company's most liquid assets are cash and cash equivalents, which includes short-term investments. The levels of these assets are dependent on the Bank's lending, investing, operating, and deposit activities during any given period. At March 31, 1998 and June 30, 1997, cash and cash equivalents totalled $2.5 million and $3 million, respectively. The Bank's primary sources of funds are deposits, FHLB advances, repayments on loans, the maturity of investment securities and income from operations. While maturity and scheduled amortization of loans and investment securities are predictable sources of funds, deposit inflows and mortgage prepayments are greatly influenced by local conditions, general interest rates and regulatory changes. The primary investment activity of the Bank is the origination and purchase of mortgage loans. Another investment activity of the Bank is the investment of funds in U.S. agency bonds, mortgage-backed securities, collateralized mortgage obligations and FHLB overnight funds. During periods when the Bank's loan demand is limited, the Bank may purchase short-term investment securities to obtain a higher yield than otherwise available. At March 31, 1998, the Bank had outstanding loan commitments of $900,000. The Bank anticipates it will have sufficient funds available to meet its commitments. Certificates of deposit that were scheduled to mature in one year or less at March 31, 1998 were $14.0 million. Management believes that a significant portion of such deposits will remain with the Bank. Under federal law, the Bank is required to meet certain leverage and risk-based capital requirements. The leverage ratio requires a minimum ratio of "Tier 1 capital" to adjusted total assets. At March 31, 1998, the Bank exceeded both of the capital requirements. The Bank's capital ratios were: 9.09% leverage capital and 22.09% risk-based capital. The Bank had "Tier 1 capital" of $6.2 million at March 31, 1998 and risk-based capital of $6.5 million. Financial Condition Total assets increased $11.5 million, or 19.2%, to $71.7 million at March 31, 1998 from $60.2 million at June 30, 1997. Mortgage-backed and related securities increased $7.9 million, or 42.6%, from $18.5 million at June 30, 1997, to $26.4 million at March 31, 1998. Loans receivable increased $4.2 million, or 14.1%, from $30 million at June 30, 1997, to $34.2 million at March 31, 1998. FHLB and FRB stock increased $513,000, or 57.2%, from $897,000 at June 30, 1997, to $1.4 million at March 31, 1998. The increases were funded primarily from an increase in FHLB advances of $10.2 million, or 63%, from $16.3 million at June 30, 1997, to $26.5 million at March 31, 1998, which reflected management's asset/liability strategy of seeking to earn the spread between the yield earned on adjustable-rate earning assets and the rates paid on the FHLB advances. In addition, investment securities decreased $761,000, from $7.0 million at June 30, 1997, to $6.2 million at March 31, 1998. Interest-earning deposits in other institutions decreased $484,000, or 20%, from $2.4 million to $1.9 million at March 31, 1998. Total liabilities increased $10.9 million, or 21.3%, from $51.6 million at June 30, 1997, to $62.6 million at March 31, 1998. The increase was primarily the result of the increases in FHLB advances and an increase in deposits of $613,000, or 1.8% from $35 million at June 30, 1997, to $35.6 million at March 31, 1998. 11 Total equity increased $545,000, or 6.3%, from $8.6 million at June 30, 1997 to $9.2 million at March 31, 1998. The increase was due primarily to net income for the nine months ended March 31, 1998, of $427,000 and a decrease in unrealized loss on securities available-for-sale, net of deferred income tax of $142,000. Asset Quality The Bank regularly reviews interest earning assets to determine proper valuation. Management's monitoring of the asset portfolio includes reviews of historical loss experience, known and inherent risks in the portfolio, the value of any underlying collateral, prospective economic conditions and the regulatory environment. The Bank's non-accrual loans increased from $224,000 at June 30, 1997 to $248,000 at March 31, 1998. The table on the following page sets forth information regarding the Bank's non-accrual loans and foreclosed real estate at the dates indicated. The Bank discontinues accruing interest on delinquent loans no later than ninety days past due. At March 31, 1998, the Bank had no restructured loans within the meaning of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 15. 12 IFB HOLDINGS, INC. Asset Quality March 31, June 30, 1998 1997 ---- ---- (In thousands) Non-accrual mortgage loans delinquent more than 90 days $ 141 $ 203 Non-accrual other loans delinquent more than 90 days 107 21 ------- ------- Total non-performing loans $ 248 $ 224 Real estate owned and in- substance foreclosed loans, net of allowance 0 0 ------- ------- Total non-performing assets $ 248 $ 224 ======= ======= Non-performing loans to total loans 0.72% 0.75% ==== ==== Non-performing assets to total assets 0.35% 0.37% ==== ==== Allowance for loan losses to non-performing loans 124.19% 127.23% ====== ====== 13 Results of Operations Comparisons of quarterly results in this section are between the three month periods ended March 31, 1998, and March 31, 1997 and between the nine month periods then ended. General Net income for the third quarter ended March 31, 1998 was $163,000, an increase of $33,000 from the $130,000 net income for the third quarter ended March 31, 1997. Net income for the nine months ended March 31, 1998, was $427,000, an increase of $254,000, or 146.8% from the $173,000 net income for the comparable period ended March 31, 1997. Interest Income Interest income for the third quarter ended March 31, 1998, was $1.3 million, an increase of $290,000, or 30.2%, compared to $961,000 for the third quarter ended March 31, 1997. Interest income for the nine months ended March 31, 1998, was $3.5 million, an increase of $665,000, or 23.1% as compared to the nine months ended March 31, 1997. Interest on loans receivable increased $129,000, or 22.2%, from $581,000 for the third quarter ended March 31, 1997, to $710,000 for the same period ended March 31, 1998. Interest on loans receivable increased $279,000, or 15.8%, from $1.8 million for the nine months ended March 31, 1997, to $2 million for the nine months ended March 31, 1998. Interest on investment securities increased $40,000, or 54.1%, from $74,000 for the three months ended March 31, 1997, to $114,000 for the three months ended March 31, 1998. Interest on investment securities increased $141,000 or 72.7%, from $194,000 for the nine months ended March 31, 1997, to $335,000 for the nine months ended March 31, 1998. Interest on mortgage-backed and related securities increased $143,000, or 53.8%, from $266,000 for the quarter ended March 31, 1997, to $409,000 for the quarter ended March 31, 1998. Interest on mortgage- backed and related securities increased $272,000, or 32.1%, from $848,000 for the nine months ended March 31, 1997, to $1.1 million for the nine months ended March 31, 1998. The increases are primarily the result of the increases in the average balances of investment securities, mortgage-backed and related securities, and loans receivable outstanding during the three and nine months ended March 31, 1998, as compared to the three and nine months ended March 31, 1997. Interest Expense Interest expense for the third quarter ended March 31, 1998 was $759,000 as compared to $556,000 for the quarter ended March 31, 1997, an increase of $203,000, or 36.5%. Interest expense for the nine months ended March 31, 1998, was $2.1 million as compared to $1.8 million for the nine months ended March 31, 1997, an increase of $371,000 or 20.9%. Interest on advances from FHLB was $359,000 for the three months ended March 31, 1998, as compared to $163,000 for the same period ended March 31, 1997, an increase of $196,000 or 120.2%. Interest on advances increased $388,000, or 69.3%, from $560,000 for the nine months ended March 31, 1997 to $948,000 for the nine months ended March 31, 1998. The increase was due to an increase in the amount of advances outstanding during the three month and nine month periods ended March 31, 1998, as compared to the three and nine month periods ended March 31, 1997. Interest on deposits remained fairly stable for the three and nine month periods ended March 31, 1998, as compared to March 31, 1997. Net Interest Income Net interest income before provisions for loan losses was $492,000 for the third quarter ended March 31, 1998, as compared to $405,000 for the third quarter ended March 31, 1997, an increase of $87,000 or 21.5%. Net interest income before provisions for loan losses was $1.4 million for the nine months ended March 31, 1998, an increase of $294,000, or 26.8%, as compared to the $1.1 million for the nine months ended March 31, 1997. 14 Provision for Loan Losses The provision for loan losses increased $2,000 for the three months ended March 31, 1998, as compared to the three months ended March 31, 1997. The provision for loan losses increased $66,000 for the nine months ended March 31, 1998, compared to the nine months ended March 31, 1997. Noninterest Income There was little change in noninterest income for the quarter ended March 31, 1998, compared to the quarter ended March 31, 1997. Noninterest income was $229,000 for the nine months ended March 31, 1998, an increase of $25,000, or 12.3%, compared to $204,000 for the nine months ended March 31, 1997. The increase was primarily due to an increase in gain on the sales of mortgage-backed securities of $29,000, or 207% for the nine months ended March 31, 1998, as compared to the same period ended March 31, 1997. Noninterest Expense Noninterest expense was $283,000 for the third quarter ended March 31, 1998, an increase of $27,000, or 10.5%, compared to $256,000 for the third quarter ended March 31, 1997. For the nine months ended March 31, 1998, noninterest expense was $842,000 as compared to $1 million for the nine months ended March 31, 1997, a decrease of $174,000, or 17.1%. The decrease was largely due to a decrease of $261,000, or 94.2%, in the amount of SAIF deposit insurance premiums incurred in the nine months ended March 31, 1998 as compared to the nine months ended March 31, 1997. 0n September 30, 1996, the Bank incurred a one time SAIF assessment of approximately $226,000. In addition, other noninterest expense increased $61,000, or 36.5% from $167,000 for the nine months ended March 31, 1997, to $228,000 for the nine months ended March 31, 1998. The increase in other expenses was primarily due to expenses associated with the Company operating as a publicly owned stock institution. In addition, during the second quarter, the Bank purchased an ATM and incurred operational expenses that it did not have during the nine months ended March 31, 1997. Income Tax The provision for income taxes increased $23,000, from $82,000 for the quarter ended March 31, 1997, to $105,000 for the quarter ended March 31, 1998. The provision for income taxes increased $173,000, or 154.5%, from $112,000 for the nine months ended March 31, 1997, to $285,000 for the nine months ended March 31, 1998. The increases were due to increases in income for the periods. 15 IFB HOLDINGS, INC. Part II -- Other Information Item 1 Legal Proceedings The Holding Company and the Bank are not involved in any pending legal proceedings other than legal proceedings incident to the business of the Holding Company and the Bank, which involve amounts in the aggregate which management believes are immaterial to the financial condition and results of operations of the Holding Company and the Bank. Item 2 Changes in Securities Not applicable. Item 3 Default 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; Statement re: Computation of Per Share Earnings- Exhibit 11 Financial Data Schedule--Exhibit 27 (B) Reports on Form 8-K; No reports on Form 8-K have been filed during the quarter for which this report is filed. 16 IFB HOLDINGS, INC. Signatures Pursuant to the requirement 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. IFB Holdings, Inc. ------------------------------- (Registrant) Dated April 29, 1998 /s/ Earle S. Teegarden, Jr. ------------------------------- Earle S. Teegarden, Jr. President and Chief Executive Officer (Duly Authorized Officer) Dated April 29, 1998 /s/ Sherri Williams ------------------------------- Sherri Williams Chief Accounting Officer (Principal Financial Officer) 17