1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number 0-24118
OTTAWA FINANCIAL CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3172166
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
245 Central Avenue, Holland, Michigan 49423
-------------------------------------------
(Address of principal executive offices)
616-393-7000
------------
(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 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
--- ---
Class:
Common stock, $.01 par value As of November 3, 1998, there were 5,509,431
shares outstanding.
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OTTAWA FINANCIAL CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1998
PART I - FINANCIAL INFORMATION
Interim Financial Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-K is included in this Form 10-Q as referenced below:
Page
----
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition...................................................................3
Consolidated Statements of Operations............................................................................4
Consolidated Statements of Comprehensive Income..................................................................5
Consolidated Statements of Cash Flows..........................................................................6-7
Notes to the Consolidated Financial Statements...................................................................8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................................................................................9-17
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK...........................................................................................................18-20
Part II - Other Information
OTHER INFORMATION........................................................................................................21
SIGNATURES...............................................................................................................21
EXHIBIT INDEX............................................................................................................22
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PART 1 OTTAWA FINANCIAL CORPORATION
Item 1. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
September 30, 1998 December 31, 1997
------------------ -----------------
(Dollars in Thousands)
ASSETS
Cash and due from financial institutions $ 23,682 $ 25,437
Interest-bearing demand deposits in other financial institutions 11,562 7,087
--------- ---------
Total cash and cash equivalents 35,244 32,524
Securities available for sale 58,882 57,308
Federal Home Loan Bank stock 11,782 7,308
Loans held for sale 4,207 1,955
Loans receivable, net 781,119 747,423
Accrued interest receivable
Loans 3,848 3,859
Securities 862 669
Premises and equipment, net 15,512 15,030
Acquisition intangibles 13,336 14,248
Other assets 5,452 5,493
--------- ---------
Total Assets $ 930,244 $ 885,817
========= =========
LIABILITIES
Deposits $ 676,929 $ 654,560
Federal Home Loan Bank advances 169,768 145,458
Advances from borrowers for taxes and insurance 1,973 917
Accrued expenses and other liabilities 8,213 8,519
--------- ---------
Total Liabilities 856,883 809,454
--------- ---------
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value;
10,000,000 shares authorized; issued
6,149,722 shares at September 30, 1998,
6,012,997 shares at December 31, 1997 61 60
Additional Paid-in Capital 72,920 67,381
Retained earnings, substantially restricted 13,514 23,386
Net unrealized gain or (loss) on securities available for sale, net of tax 264 62
Employee Stock Ownership Plan (Unallocated Shares) (1,996) (2,323)
Management Recognition and Retention Plan (Unearned Shares) (881) (1,502)
Less Cost of Common Stock in
Treasury # 611,463 shares at
September 30, 1998, 699,913 shares at
December 31, 1997 (10,521) (10,701)
--------- ---------
Total Shareholders' Equity 73,361 76,363
--------- ---------
Total Liabilities and Shareholders' Equity $ 930,244 $ 885,817
========= =========
See accompanying notes to consolidated financial statements.
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OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997
---- ---- ---- ----
(Dollars in Thousands,
except per share data)
Interest Income
Loans $15,914 $15,249 $46,922 $44,694
Investment securities and
equity investments 977 845 2,948 2,770
Other interest and dividend income 397 259 937 734
--- --- --- ---
17,288 16,353 50,807 48,198
------ ------ ------ ------
Interest Expense
Deposits 7,692 7,475 22,878 21,755
Federal Home Loan Bank advances 2,482 2,093 7,104 6,181
Other 4 1 35 10
- - -- --
10,178 9,569 30,017 27,946
------ ----- ------ ------
NET INTEREST INCOME 7,110 6,784 20,790 20,252
Provision for loan losses 240 180 675 480
--- --- --- ---
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 6,870 6,604 20,115 19,772
----- ----- ------ ------
Noninterest income
Service charges and other fees 1,093 783 3,151 2,092
Mortgage servicing fees 83 80 254 222
Gain on sale of loans 592 21 1,584 41
Gain (loss) on sale of securities (4) (24) 143
Other 227 62 576 202
--- -- --- ---
1,995 942 5,541 2,700
----- --- ----- -----
Noninterest expense
Compensation and benefits 2,953 2,606 8,709 7,574
Occupancy 392 313 1,127 947
Furniture, fixtures and equipment 335 265 920 779
Advertising 75 75 225 237
FDIC deposit insurance 101 100 302 224
State single business tax 138 126 414 306
Data processing 230 216 699 670
Professional services 109 98 320 492
Acquisition intangibles amortization 304 305 912 922
Other 715 623 2,067 1,677
--- --- ----- -----
5,352 4,727 15,695 13,828
----- ----- ------ ------
INCOME BEFORE FEDERAL
INCOME TAX EXPENSE 3,513 2,819 9,961 8,644
Federal income tax expense 1,308 1,089 3,698 3,236
----- ----- ----- -----
NET INCOME $2,205 $1,730 $6,263 $5,408
===== ===== ===== =====
Earnings per common share $.41 $.31 $1.14 $.95
=== === ==== ===
Earnings per common share assuming dilution .37 .28 1.02 .88
=== === ==== ===
Dividends per common share .10 .08 .28 .24
=== === === ===
See accompanying notes to consolidated financial statements.
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OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Nine Months Ended
September 30
1998 1997
---- ----
(Dollars in Thousands)
Net Income $6,263 $5,408
Other comprehensive income, net of tax:
Unrealized gains (losses) arising during the period
on securities available for sale 186 25
Less: reclassification adjustment for accumulated (gains)
losses included in net income 16 (94)
-- ----
Unrealized gains (losses) on securities available for sale 202 (69)
--- ----
Comprehensive income $6,465 $5,339
====== ======
See accompanying notes to consolidated financial statements.
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OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30
1998 1997
---- ----
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $6,263 $5,408
Adjustments to reconcile net income to net cash
from operating activities
Depreciation 888 802
Net amortization of security premiums and discounts 331 254
Amortization of acquisition intangibles 912 922
Provision for loan losses 675 480
Loss on limited partnership investments 244 63
ESOP expense 1,059 778
MRP expense 405 442
Origination of loans for sale (98,076) (24,469)
Proceeds from sale of loans originated for sale 96,324 24,510
Gain on sale of loans (1,584) (41)
(Gain) / Loss on sale of securities 24 (143)
Changes in:
Other assets (145) 545
Other liabilities (120) 771
----- ---
Net cash from operating activities 7,200 10,322
----- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale (33,833) (16,823)
Proceeds from calls and maturities of securities available for sale 21,379 19,316
Proceeds from sale of securities available for sale 3,976 2,324
Purchases of FHLB stock (4,474) (350)
Principal payments on mortgage-backed certificates 6,511 4,981
Purchases of loans (3,607)
Loan originations net of principal payments on loans (33,287) (21,437)
Premises and equipment expenditures, net (1,370) (987)
------- -----
Net cash from investing activities (41,098) (16,583)
-------- --------
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OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
CONTINUED
Nine Months Ended
September 30
1998 1997
---- ----
(Dollars in Thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 22,369 19,516
Net decrease in Federal funds purchased (2,000)
Proceeds from FHLB advances 154,625 49,000
Repayment of FHLB advances (130,315) (49,212)
Net increase in advances from borrowers 1,056 1,765
Proceeds from exercise of stock options 487 204
Proceeds from exercise of stock warrants 1,482 197
Cash dividends paid (1,545) (1,358)
Purchase of treasury shares (11,541) (6,940)
-------- -------
Net cash from financing activities 36,618 11,172
------ ------
Net change in cash and cash equivalents 2,720 4,911
----- -----
Cash and cash equivalents at beginning of year 32,524 22,801
------ ------
Cash and cash equivalents at end of year $35,244 $27,712
====== ======
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $29,809 $27,674
Income taxes 3,160 2,667
See accompanying notes to consolidated financial statements.
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OTTAWA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts
of Ottawa Financial Corporation ("Corporation") and its wholly owned subsidiary,
AmeriBank ("Bank"). All significant intercompany accounts and transactions have
been eliminated in consolidation.
These interim financial statements are prepared without audit and
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the consolidated financial position of the Corporation at
September 30, 1998, and its results of operations and statement of cash flows
for the periods presented. All such adjustments are normal and recurring in
nature. The accompanying consolidated financial statements do not purport to
contain all the necessary financial disclosures required by generally accepted
accounting principles that might otherwise be necessary in the circumstances and
should be read in conjunction with the consolidated financial statements and
notes thereto of Ottawa Financial Corporation for the year ended December 31,
1997.
The provision for income taxes is based upon the effective tax rate
expected to be applicable for the entire year.
Earnings per common share and Earnings per common share assuming
dilution were computed under the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," which was adopted
retroactively beginning the fourth quarter of 1997. All prior amounts have been
restated to be comparable. Amounts reported as earnings per common share reflect
the earnings available to common shareholders for the year divided by the
weighted average number of common shares outstanding during the year. Common
shares outstanding include issued shares less shares held in the treasury and
unallocated shares held by the ESOP. Earnings per common share assuming dilution
includes the shares that would be outstanding assuming exercise of dilutive
stock options and warrants.
On August 31, 1998, the Corporation paid its second 10% stock dividend.
The stock dividend was paid from the Corporation's treasury shares and was
accounted for at the market value of $23.75 per share on the record date. The
balance of treasury shares was reduced at cost using the average cost method.
All per share amounts have been retroactively adjusted to reflect this stock
dividend and the stock dividend paid on September 30, 1997.
In 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, Reporting Comprehensive Income ("SFAS No. 130"). The Corporation
adopted SFAS No. 130 retroactively beginning with the first quarter of 1998.
Under this standard, comprehensive income is defined as all changes in equity
other than those resulting from investments by owners and distributions to
owners, and therefore includes both net income and other comprehensive income.
Other comprehensive income includes the change in unrealized gains and losses on
securities available for sale.
NOTE 2 - PENDING LITIGATION
On-Line Financial Services, Inc. is currently serving as the Bank's primary data
processing service provider. Due to dissatisfaction with the services provided
by On-Line, the Bank has claimed damages against On-Line and is seeking to
convert to a new data processing servicer. On-Line has alleged that the Bank has
no basis for being dissatisfied with its services, and as a result has claimed
liquidated damages and deconversion fees of approximately $990,000 and $59,000,
net of related income taxes, respectively. It is anticipated that the Bank's
damage claim against On-Line could exceed amounts claimed by On-Line against the
Bank. Both parties have agreed to have their claims settled in arbitration,
which is expected to begin during or after December 1998.
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Item 2
OTTAWA FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion compares the financial condition of Ottawa
Financial Corporation ("Corporation") and its wholly owned subsidiary, AmeriBank
("Bank") at September 30, 1998 to December 31, 1997 and the results of
operations for the three and nine months ended September 30, 1998, compared to
the same periods in 1997. This discussion should be read in conjunction with the
interim consolidated condensed financial statements and footnotes included
herein.
The Corporation may from time to time make written or oral
"forward-looking statements", including statements contained in the
Corporation's filings with the Securities and Exchange Commission (including
this Quarterly Report on Form 10-Q and the Exhibits hereto and thereto), in its
reports to stockholders and in other communications by the Corporation, which
are made in good faith by the Corporation pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to the
Corporation's and the Bank's beliefs, plans, objectives, goals, expectations,
anticipations, estimates and intentions, that are subject to significant risks
and uncertainties, and are subject to change based on various factors (some of
which are beyond the Corporation's and the Bank's control). The words "may",
"could", "should", "would", "believe", "anticipate", "estimate", "expect",
"intend", "plan" and similar expressions are intended to identify
forward-looking statements. The following factors, among others, could cause the
Corporation's and the Bank's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Corporation and the Bank
conduct operations; the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Federal Reserve
Board; inflation, interest rate, market and monetary fluctuations; the timely
development of and acceptance of new products and services of the Bank and the
perceived overall value of these products and services by users, including the
features, pricing and quality compared to competitors' products and services;
the willingness of users to substitute competitors' products and services for
the Bank's products and services; the success of the Bank in gaining regulatory
approval of its products and services, when required; the impact of changes in
financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance); technological changes; acquisitions; changes
in consumer spending and saving habits; and the success of the Corporation and
the Bank at managing the risks involved in the foregoing.
The Corporation does not undertake -- and specifically disclaims any
obligation -- to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
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Financial Condition
The Corporation's total assets increased to $930.24 million at
September 30, 1998 from $885.82 million at December 31, 1997. Most of the growth
was in the loan portfolio, which was funded from the growth in deposits and
proceeds received from FHLB advances.
Net loans receivable increased to $781.12 million at September 30, 1998
from $747.42 million at December 31, 1997. This growth was primarily in the
commercial business portfolio and to a lesser degree in the consumer portfolio.
The growth was achieved through Management's focus on the development of its
commercial and business banking services, as well as healthy loan demand in the
Corporation's market area. Furthermore, the volume of residential mortgage loans
originated for sale increased from $24.47 million for the nine months ended
September 30, 1997 to $98.08 million for the same period in 1998. The rise in
this volume was partially due to a significant increase in refinancing activity
as a result of the general market decline in mortgage interest rates, as well as
a change in the Corporation's method of pricing mortgage loans to be sold.
During the third quarter of 1997, the Corporation moved from rate commitments
based upon a sixty day delivery period to a thirty day delivery period to the
Federal Home Loan Mortgage Corporation, resulting in more competitive rates
being offered to customers.
Deposits increased to $676.93 million at September 30, 1998 from
$654.56 million at December 31, 1997. The areas of growth were primarily in
business checking and money market savings accounts. The growth in these areas
compensated for a decline in certificates of deposit of $7.67 million. Much of
the longer term certificates of deposit that matured during the nine months
ended September 30, 1998 did not roll over into new certificate of deposit
accounts likely due to the low interest rate environment. Due to the low rates
being offered during 1998 on wholesale funding sources, the Bank increased its
use of FHLB advances in funding the growth in the loan portfolio.
The primary components of growth in shareholder's equity for the nine
months ended September 30, 1998 related to net income, as well as proceeds
received from the exercise of stock options and warrants. These increases were,
however, more than offset by quarterly cash dividends declared and additional
repurchases of the Corporation's outstanding shares of common stock. According
to their terms, the Corporation's outstanding stock warrants expire on February
13, 1999. As this expiration date approaches, it is expected that warrant
exercise activity will increase resulting in increases in shareholders' equity.
Substantial increases in the Corporation's shareholders' equity could negatively
impact return on equity as the Corporation attempts to deploy such additional
capital. Remaining warrants outstanding at September 30, 1998 would allow the
purchase of 548,803 shares at an exercise price of $14.46 per share for total
proceeds of $7.94 million.
As discussed in Note 1 to the consolidated financial statements, the
Corporation paid a 10% stock dividend on August 31, 1998. The stock dividend was
paid from the Corporation's treasury shares and was recorded at the market price
of the Corporation's stock on the date of record. The Corporation does not
anticipate reducing the amount of the cash dividends as a result of the stock
dividend.
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Average Balances, Interest Rates and Yields
The following tables present for the periods indicated the total dollar
amount of interest income earned on average interest-earning assets and the
resultant yields, as well as the amount of interest expense paid on average
interest-bearing liabilities, and the resultant rates.
Nine Months Ended Nine Months Ended
September 30, 1998 September 30, 1997
------------------------------------------- -----------------------------------------
Average Interest Average
Outstanding Earned/ Yield/ Outstanding Interest Yield/
Balance Paid Rate Balance Earned/Paid Rate
--------------- -------------- ------------ ---------------- --------------- --------
(Dollars in Thousands)
Interest-Earning Assets:
Loans receivable (1) (2) $775,255 $46,953 8.08% $729,849 $44,729 8.17%
Securities (2) 61,104 2,970 6.48 56,933 2,839 6.63
Other interest-earning assets 16,588 937 7.55 14,047 734 6.98
------ --- ---- ------ --- ----
Total interest-earning assets $852,947 $50,860 7.96% $800,829 $48,302 8.04%
------- ------ ---- ------- ------ ----
Interest-Bearing Liabilities:
Demand and NOW deposits $168,364 $4,792 3.81% $149,498 $4,314 3.87%
Savings deposits 61,053 882 1.93 66,574 1,195 2.41
Certificate accounts 402,007 17,204 5.72 390,187 16,247 5.58
FHLB advances 158,562 7,104 5.99 140,476 6,178 5.90
Other interest-bearing liabilities 844 35 5.70 203 11 7.31
--- -- ---- --- -- ----
Total interest-bearing liabilities $790,830 $30,017 5.07% $746,938 $27,945 5.02%
------- ------ ---- ------- ------ ----
Net interest income $20,843 $20,357
====== ======
Net interest rate spread 2.89% 3.02%
==== ====
Net earning assets $62,117 $53,891
====== ======
Net yield on average
interest-earning assets 3.26% 3.39%
==== ====
Average interest-earning assets
to average interest-bearing
liabilities 1.08x 1.07x
===== =====
(1) Calculated net of deferred loan fees, loan discounts, loans in process, and
loan reserves.
(2) Tax exempt interest on loans and securities has been converted to a fully -
taxable equivalent basis.
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Rate/Volume Analysis
The following table presents the dollar amount of changes in interest
income and interest expense for major components of interest-earning assets and
interest-bearing liabilities. It distinguishes between the change related to
changes in outstanding balances and that due to interest rate movements. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by old rate) and (ii) changes in rate (i.e.,
changes in rate multiplied by old volume). For purposes of this table, changes
attributable to both rate and volume which cannot be segregated have been
allocated proportionately to the change due to volume and the change due to
rate.
Nine Months Ended
September 30,
1998 vs. 1997
-----------------------------------------
Increase
(Decrease)
Due to
-------------------------
Total
Volume Rate Increase
(Decrease)
------------ ------------ ---------------
(Dollars in Thousands)
Interest-earning assets:
Loans receivable $2,742 $(518) $2,224
Securities -- Taxable 200 (69) 131
Other interest-earning assets 140 63 203
--- -- ---
Total interest-earning assets $3,082 $(524) $2,558
===== ===== =====
Interest-bearing liabilities:
Demand and NOW deposits $536 $(58) $478
Savings deposits (93) (220) (313)
Certificate accounts 499 458 957
Borrowings 808 118 926
Other interest-bearing liabilities 26 (2) 24
-- ----- --
Total interest-bearing liabilities $1,776 $296 $2,072
===== === =====
Net interest income $1,306 $(820) $486
===== ===== ===
Results of Operations
Net income for the quarter ended September 30, 1998 was $2.21 million
or $.37 per share assuming dilution compared to net income of $1.73 million or
$.28 per share assuming dilution for the same period in 1997. Net income for the
nine months ended September 30, 1998 was $6.26 million or $1.02 per share
assuming dilution compared to net income of $5.41 million or $.88 per share
assuming dilution for the same period in 1997. The improvement in earnings over
the same periods in the prior year was due primarily to the growth in
noninterest income and, to a lesser extent, an improvement in net interest
income. These improvements were partially offset by increases in the provision
for loan losses and noninterest expenses. All per share information has been
retroactively adjusted to reflect the 10% stock dividends paid on August 31,
1998 and September 30, 1997.
To supplement the EPS information typically disclosed, the Corporation
is providing "cash" or "tangible" EPS as an alternative measure for evaluating
the Corporation's ability to grow tangible capital. The calculations of cash
earnings
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per share were specifically formulated by the Corporation and may not be
comparable to similarly titled measures reported by other companies. This
measure is not intended to reflect cash flow per share. The cash or tangible EPS
for the third quarter of 1998 was $.47, which was $.10 per share higher than the
standard EPS, compared to a cash EPS of $.37 for the third quarter of 1997,
showing a 27% improvement. The cash or tangible EPS for the nine months ended
September 30, 1998 was $1.32, which was $.30 per share higher than the standard
EPS, compared to a cash EPS of $1.15 for the same period in 1997. This measure
and the factors influencing its calculation are described more fully in the 1997
Annual Report to shareholders.
Net income for the nine months ended September 30, 1998 yielded a
return on average equity ("ROE") of 10.96% compared to an ROE of 9.52% for the
same period in 1997. The increase in the ROE was primarily attributable to the
improved earnings resulting from increased noninterest income and net interest
income. In addition to the increase in net income, ROE was also positively
impacted by the Corporation's stock buyback activity.
Net interest income increased $486,000 on a tax equivalent basis for
the nine months ended September 30, 1998 as compared to the same period in 1997.
The increase in net interest income was attributable to the positive impact of
interest-earning asset volume increases caused by internal growth experienced
during late 1997 and the first nine months of 1998. Despite the significant
decline in general market interest rates during the first nine months of 1998,
there was only a slight decline in the yield on total interest-earning assets.
This is attributable to the change in the composition of the Bank's loan
portfolio to higher yielding commercial loans during the first three quarters of
1998 compared to the same period in 1997. Concurrently, there was an increase in
the cost of interest-bearing liabilities, resulting in a decline in the net
interest spread. The cost of interest-bearing liabilities increased primarily
due to an increase in FHLB advances as a percent of total interest-bearing
liabilities. Further, the rates on deposit accounts have generally decreased
since 1997, however, the cost of certificate accounts increased to 5.72% for the
first nine months of 1998 compared to 5.58% for the same period in 1997. This
increase in cost of certificates of deposit is almost entirely due to the
decrease in amortization of the purchase accounting adjustment relative to
certificate accounts obtained in the acquisition of the former AmeriBank, FSB
("AFSB") in early 1996. Amortization of this purchase accounting adjustment is
an offset to interest expense. Net interest spread declined from 3.02% to 2.89%,
and net interest margin, from 3.39% to 3.26%, for the nine months ended
September 30, 1997 compared to the same period in 1998, respectively. The
reduction in net interest margin was primarily the result of this spread
decline.
The provision for loan losses is a result of management's periodic
analysis of the adequacy of the allowance for loan losses. Although actual
losses on loans have not increased compared to the first nine months of the
prior year, the provision of $675,000 for the nine months ended September 30,
1998 compared to $480,000 for the same period in the prior year was in response
to the growth achieved in the consumer and commercial loan portfolios, which
generally involve a greater degree of risk than one-to-four family type lending.
The allowance is maintained by management at a level considered
adequate to cover possible loan losses that are currently anticipated based on
past loss experience, general economic conditions, information about specific
borrower situations, including their financial position and collateral values,
and other factors and estimates, which are subject to change over time. Although
the level of non-performing assets is considered in establishing the allowance
for loan losses balance, variations in non-performing loans have not been
meaningful based upon the Corporation's past loss experience and, as such, have
not had a significant impact on the overall level of the allowance for loan
losses. Delinquent loans more than 90 days are put on non-accrual status unless
they are adequately collateralized and in the process of collection (see
discussion on Non-Performing Assets and Allowance for Loan Losses below).
Noninterest income increased to $5.54 million for the nine months ended
September 30, 1998 from $2.70 million for the same period in 1997. The increase
in noninterest income was primarily the result of increased sales and
realizations of gains on sales of mortgage loans during 1998 compared to the
prior year, as well as increases in fee income from sales of mutual funds and
annuities. The increase was also attributable to enhancements in deposit account
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service fees that were implemented during the third quarter of 1997 to achieve
more consistency in fee structures between the Bank and AFSB.
Noninterest expense increased to $15.70 million for the nine months
ended September 30, 1998 from $13.83 million for the same period in 1997. The
increase in noninterest expense was primarily in employee related costs, a
portion of which was related to the increased expense of the Employee Stock
Ownership Plan due to the higher market value of the Corporation's stock.
Further, specialized expertise has been added to the Corporation's staff to
develop the commercial and consumer loan portfolio's and other lines of fee
generating business consistent with the Corporation's strategic plan. The
benefits of these investments in resources have been reflected in the growth in
the loan portfolio and the increase in fee income on sales of mutual funds and
annuities.
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES
The Corporation's non-performing assets increased from $3.18 million at
December 31, 1997 to $4.49 million at September 30, 1998 due to increases in
non-accruing loans and foreclosed assets. The percentage of non-performing
assets to total assets was .48% at September 30, 1998 compared to .36% at
December 31, 1997. The Corporation's allowance for loan losses as a percentage
of non-performing loans at September 30, 1998 was 102.46% compared to 120.32% at
December 31, 1997. The increase in non-accrual loans was primarily in
residential mortgage loans and commercial business loans. The increases are
represented by a small number of individual loans in which loss exposure is
deemed to be nominal considering the adequacy of the security and/or other
secondary payment sources.
The table below sets forth the amounts and categories of non-performing
assets at September 30, 1998 and December 31, 1997.
September 30 December 31
1998 1997
---- ----
(Dollars in Thousands)
Non-accruing loans:
One to four family $1,667 $1,528
Commercial business and multi-family real estate 1,383 118
Consumer 449 434
--- ---
Total 3,499 2,080
Accruing loans delinquent more than 90 days:
One- to four-family 115 98
Commercial and multi-family real estate 0 546
Consumer 0 2
- -
Total 115 646
--- ---
Foreclosed assets:
One- to four-family 580 276
Consumer 296 181
--- ---
Total 876 457
--- ---
Total non-performing assets $4,490 $3,183
===== =====
Total as a percentage of total assets .48 % .36 %
=== ===
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LIQUIDITY
The Corporation anticipates it will have sufficient funds available to
meet current loan commitments primarily through sales, calls and maturities of
securities, loan payments and payoffs, and the growth of deposits. If necessary,
additional sources of liquidity are available from FHLB borrowings and unused
lines of credit with correspondent banks. At September 30, 1998, the Corporation
had commitments to make loans of $40.54 million, unused lines of credit of
$72.35 million, and construction loans in process of $39.30 million.
CAPITAL RESOURCES
The Bank is subject to capital to asset requirements in accordance with
Bank regulations. There has been no significant change in the level of the
Bank's regulatory capital relative to the requirements since December 31, 1997.
The Bank remains "well capitalized" under the prompt corrective action
regulations.
YEAR 2000 ISSUE
The year 2000 ("Y2K") issue relates to the inability of computer
systems to recognize the year 2000. Many existing computer programs and systems
misinterpret the year 2000 as the year 1900 thereby causing many possible
processing problems. Due to its dependence on technology and date-sensitive
data, the financial institution industry could be significantly impacted by the
Y2K issue.
Financial institution regulators have recently increased their focus on
Y2K compliance issues. The Federal Financial Institutions Examination Council
("FFIEC") has issued several interagency statements on Y2K Project Management
Awareness. These statements require financial institutions to, among other
things, examine the Y2K implications of their reliance on vendors and with
respect to data exchange and the potential impact of the Y2K issue on their
customers, suppliers and borrowers. These statements also require each federally
regulated financial institution to survey its exposure, measure its risk and
prepare a plan to address the Y2K issue.
The Corporation's plan of action for Y2K commensed in late 1997 when an
action plan was developed and approved by the Board of Directors. The plan sets
forth a clear strategy for identifying, testing, renovating and validating all
areas affected by the coming millenium. Part of that strategy was to set up a
"Y2K Task Force" to work with associates corporate-wide to prepare for Y2K. The
plan requires the Corporation to assess its software, hardware, service
providers, vendor contracts, other equipment, etc. in order to identify
potential problems. The Corporation's Computer and Network Department, as well
as its Technology Committee, have been testing, validating and, where necessary,
updating or upgrading the computer system as may be required to become Y2K
compliant.
Like most financial service providers, the Corporation and its
operations may be significantly affected by the Y2K issue due to its dependence
on technology and date-sensitive data. Computer software and hardware and other
equipment, both within and outside the Corporation's direct control, and third
parties with whom the Corporation electronically or operationally interface
(including without limitation its customers and third party vendors) are likely
to be affected. If computer systems are not modified in order to be able to
identify the year 2000, many computer applications could fail or create
erroneous results. As a result, many calculations which rely on date field
information, such as interest, payment or due dates and other operating
functions, could generate results which are significantly misstated, and the
Corporation could experience an inability to process transactions, prepare
statements or engage in similar normal business activities. Likewise, under
certain circumstances, a failure to adequately address the Y2K issue could
adversely affect the viability of the Corporation's suppliers and creditors and
the creditworthiness of its borrowers. Thus, if not adequately addressed, the
Y2K issue could result in a significant adverse impact on the Corporation's
operations and, in turn, its financial condition and results of operations.
The phases of the Corporation's Y2K plan and the status of phase
completion are discussed below.
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16
1) Awareness: Awareness included defining the Y2K problem and gaining
executive level support for the resources necessary to perform
compliance work. Further, a Y2K program team was established and
an overall strategy was developed that encompasses in-house
systems, service bureaus for systems that are outsourced, vendors,
auditors, customers, and suppliers (including correspondents).
This phase was completed in September 1997.
2) Assessment: Assessment included evaluating the size and complexity
of the problem and detailing the magnitude of the effort necessary
to address Y2K issues. This phase identified all hardware,
software, networks, automated teller machines, other various
processing platforms, and customer and vendor interdependencies
affected by the Y2K date change. The assessment went beyond
information systems and included environmental systems that are
dependent on embedded microchips, such as security systems,
elevators and vaults. Items were categorized into three main
areas: mission critical, non-mission critical and miscellaneous
and then broken down even further and assigned to individuals
throughout the Corporation. This phase was completed in June 1998.
3) Renovation: This phase includes code enhancements, hardware and
software upgrades, system replacements, vendor certification and
other associated changes. Work has been prioritized based on
information gathered during the assessment phase. Where the
Corporation relies on third party vendors, certifications are
required and where these are not able to be obtained, alternative
options have been identified for all important banking functions.
The renovation phase is due to be completed by December 31, 1998.
4) Validation: Validation is a multifaceted process that is critical
to the Y2K project and inherent in each phase of the project
management plan. This process includes the testing of incremental
changes to hardware and software components. In addition to
testing upgraded components, connections with other systems will
be verified. Management is establishing controls to assure the
effective and timely completion of all hardware and software
testing prior to final implementation. As with the renovation
phase, ongoing discussion will continue with vendors on the
success of their validation efforts. This phase is due to be
completed by March 31, 1999.
5) Implementation: In this phase, systems are to be certified as Y2K
compliant. For any system failing certification, the business
effect will be assessed clearly and the organization's Y2K
contingency plans will be implemented. Any potentially
non-compliant mission-critical system will be brought to the
attention of executive management immediately for resolution. In
addition, this phase will ensure that any new systems or
subsequent changes to verified systems are compliant with Y2K
requirements. This phase is due to be completed by June 30, 1999.
The Corporation is expensing all costs associated with required system
changes as those costs are incurred, and such costs are being funded through
operating cash flows. The total cost of the Y2K conversion project for the
Corporation, net of related income taxes, is estimated to be $350,000. The
Corporation does not expect significant increases in future data processing
costs relating to Y2K compliance.
The most significant and primary component of the Corporation's
various computer systems is the software program utilized to process and track
customer account information. This software is the ITI Premier Financial
Information System which is utilized in 3,500 banks across the country and has
been certified as Y2K compliant. Because this is relatively new software and was
written utilizing four digits for the year calculations, its use is a
significant advantage in not having to rewrite the program's language. This
software is run for the Corporation by an outside service bureau. Through
assessment and renovation and analyzing the service bureau's internal validation
procedures, Management has developed confidence in the service bureau's Y2K
readiness, although more validation procedures will take place before March 31,
1999.
Even though the Corporation's Y2K readiness process is proceeding
according to plan, as a precaution, Management began to develop back-up or
contingency plans for each of its mission critical systems during the assessment
phase. As discussed above, most of the Corporation's mission critical systems
are dependent upon third party vendors or service providers, therefore,
contingency plans include selecting a new vendor or service provider and
converting to their system. If satisfactory vendor response for mission critical
areas is not received by January 31, 1999,
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17
alternative sources or services will be secured. If satisfactory vendor response
for non-mission critical areas is not received by June 30, 1999, alternative
sources or services will be sought. Further, in the event of physical disaster
including power outage and/or telecommunication system outages contingency plans
have been developed. Individuals in each department have been assigned certain
responsibilities in final preparation just prior to the century change. A
centralized location has been identified and will be readied in order to
accomplish communications and data processing under various disaster conditions.
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1) Item 3
OTTAWA FINANCIAL CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Corporation's balance sheet consists of investments in
interest-earning assets (primarily loans and investment securities) which are
primarily funded by interest-bearing liabilities (deposits and borrowings). Such
financial instruments have varying levels of sensitivity to changes in market
interest rates resulting in market risk. Other than loans which are originated
and held for sale, all of the financial instruments of the Corporation are for
other than trading purposes.
The Bank is subject to interest rate risk to the extent that its
interest-bearing liabilities with short and intermediate-term maturities reprice
more rapidly, or on a different basis, than its interest-earning assets. Effort
is being made to reduce the duration and average life of the Bank's
interest-earning assets. In this regard, the Bank is attempting to grow its
consumer and commercial portfolios which tend to be shorter-term in nature than
the mortgage loan portfolio and continues to emphasize adjustable-rate mortgage
loans. In addition, all long-term, fixed rate residential mortgages are
underwritten in accordance with Federal Home Loan Mortgage Corporation ("FHLMC")
guidelines thereby allowing the flexibility of sale of the assets into the
secondary market. All 30-year fixed-rate residential mortgage loans are sold as
they are originated, and beginning in late March 1998, originations of all
15-year fixed-rate loans are sold as well. With its funding sources, management
is attempting to reduce the impact of interest rate changes by emphasizing
non-interest bearing products, longer-term certificates of deposit and use of
fixed-rate, term advances from the FHLB.
Management measures the Bank's interest rate risk by computing
estimated changes in net interest income and the net portfolio value ("NPV") of
its cash flows from assets, liabilities and off-balance sheet items in the event
of a range of assumed changes in market interest rates. The Bank's exposure to
interest rate risk is reviewed on a quarterly basis by senior management and the
Board of Directors. Exposure to interest rate risk is measured with the use of
interest rate sensitivity analysis to determine the change in NPV in the event
of hypothetical changes in interest rates. If estimated changes to NPV are not
within the limits established by the Board, the Board may direct management to
adjust the Bank's asset and liability mix to bring interest rate risk within
Board approved limits.
NPV represents the market value of portfolio equity and is equal to the
market value of assets minus the market value of liabilities, with adjustments
made for off-balance sheet items. This analysis assesses the risk of loss in
market risk sensitive instruments in the event of sudden and sustained 1% to 3%
increases and decreases in market interest rates. The tables below present the
Bank's projected change in NPV and net interest income ("NII") for the various
rate shock levels at September 30, 1998 and December 31, 1997.
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19
September 30, 1998: Net Portfolio Value Net Interest Income
-------------------------- ---------------------------
Change in
Interest Rate $ Amount % Change $ Amount % Change
(Basis Points) in NPV in NPV in NII in NII
- -----------------------------------------------------------------------------------------------------------
+300 43,649 -43 19,996 -27
+200 55,423 -28 22,492 -17
+100 66,277 -14 24,897 -9
0 76,886 --- 27,245 ---
-100 86,821 13 29,511 8
-200 92,447 20 31,283 15
-300 103,283 34 32,844 21
December 31, 1997: Net Portfolio Value Net Interest Income
-------------------------- ---------------------------
Change in
Interest Rate $ Amount % Change $ Amount % Change
(Basis Points) in NPV in NPV in NII in NII
- -----------------------------------------------------------------------------------------------------------
+300 54,990 -33 19,803 -22
+200 64,479 -21 21,699 -14
+100 73,263 -11 23,518 -7
0 81,958 --- 25,286 ---
-100 90,649 11 27,101 7
-200 96,085 17 28,488 13
-300 106,833 30 29,521 17
As illustrated in the table, NPV is more sensitive to rising rates than
declining rates. This occurs principally because, as rates rise, the market
value of fixed-rate loans declines due to both the rate increase and slowing
prepayments. When rates decline, the Bank does not experience a significant rise
in market value for these loans because borrowers prepay at relatively high
rates. The value of the Bank's deposits and borrowings changes in approximately
the same proportion in rising or falling rate scenarios.
The tables above indicate that from December 31, 1997 to September 30,
1998 there has been an increase in sensitivity to a rise in interest rates. At
an increase in interest rates of 300 basis points, NPV decreases by 43% as of
September 30, 1998 compared to a 33% decrease as of December 31, 1997. This
change is due primarily to an increase in the size of the Bank's 15-year
fixed-rate mortgage portfolio and a significant decrease in its adjustable
rate-mortgage loan portfolio in the same time period. Due to the low level of
mortgage loan interest rates, refinance activity increased dramatically
beginning in December 1997. Many of the Bank's customers refinanced from
adjustable rate to fixed rate mortgages causing the changes in portfolio sizes
discussed above. In the first quarter of 1998 Management retained these 15-year
fixed rate mortgages instead of selling them into the secondary mortgage market.
Most of these retained mortgages were funded by long-term, fixed rate FHLB
advances in order to reduce the level of additional exposure to interest rate
risk. As of March 24, 1998 the Bank began selling its current production of
15-year fixed rate mortgages to assist in reducing its exposure to interest rate
risk.
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As with any method of measuring interest rate risk, certain
shortcomings are inherent in the method of analysis presented in the foregoing
table. For example, although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in different degrees to
changes in market interest rates. The interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates,
while interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable-rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset. In the event of a change in interest rates, expected
rates of prepayments on loans, decay rates of deposits and early withdrawals
from certificates could deviate significantly from those assumed in calculating
the table. Finally, the ability of many borrowers to service their debt may
decrease in the event of a significant interest rate increase.
In addition, the above table may not properly reflect the impact of
general interest rate movements on the Corporation's net interest income because
the repricing of certain categories of assets and liabilities are subject to
competitive and other pressures beyond the Corporation's control.
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OTTAWA FINANCIAL CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1998
PART II - OTHER INFORMATION
Item 1 Legal Proceedings:
See Note 2 of the Notes to Consolidated Financial Statements.
Item 2 Changes in Securities:
There are no matters required to be reported under this item.
Item 3 Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
Item 4 Submission of Matters to a Vote of Security Holders: There
are no matters require to be reported under this item.
Item 5 Other Information:
There are no matters required to be reported under this item.
Item 6 Exhibits and Reports on Form 8-K:
(a) Exhibits
(1) Exhibit 11 Statement - Re: Computation of per
Share Earnings
(2) Exhibit 27 - Financial Data Schedule
(electronic filing only)
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.
OTTAWA FINANCIAL CORPORATION
Date: November 12, 1998 Gordon L. Grevengoed
------------------------- ----------------------
Gordon L. Grevengoed
President and Chief Executive Officer
Date: November 12, 1998 Jon W. Swets
------------------------- ------------
Jon W. Swets
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
11 Statement - Re: Computation of per share earnings.
27 Financial Data Schedule (electronic filing only)
22