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FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1999
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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: 0-21297
Foundation Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
31-1465239
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(I.R.S. Employer Identification Number)
25 Garfield Place, Cincinnati, Ohio 45202
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(Address of principal executive offices) (zip Code)
Registrant's telephone number, including area code: (513) 721-0120
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 during the
past 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.
[X] Yes [ ] No
----- -----
State the number of shares outstanding of the issuer's classes of common stock,
as of the latest practicable date.
Common shares, no par value Outstanding at March 31, 1999: _______
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FOUNDATION BANCORP, INC.
FORM 1O-QSB
QUARTER ENDED MARCH 31, 1999
Part l - Financial Information
Item 1 - Financial Statements
Interim financial information required by Regulation 210.10 - 01 of Regulation
S - X is included in this Form 10-QSB as referenced below:
Consolidated Statements of Financial Condition................................3
Consolidated Statements of Earnings...........................................4
Consolidated Statements of Cash Flows.........................................5
Notes to Consolidated Financial Statements....................................6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations...................................8
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FOUNDATION BANCORP, INC.
Statements of Financial Condition
ASSETS
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March 31, 1999 June 30, 1998
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(Unaudited)
Cash and due from banks $ 227,644 $ 83,517
Interest-bearing deposits in other financial institutions 5,663,324 6,112,853
------------ ------------
Cash and cash equivalents 5,890,968 6,196,370
Certificates of deposit 1,402,418 300,000
Investment securities-at amortized cost, approximate market value of
$1,407,000 and $2,943,614 at March 31, 1999 and June 30, 1998,
respectively 1,405,461 2,947,033
Mortgage-backed securities-at amortized cost, approximate market
value of $5,196,427 and $3,905,172 at March 31, 1999 and June 30,
1998, respectively 5,255,860 3,966,396
Loans receivable-net 19,327,018 21,845,552
Office premises and equipment-net 302,983 285,391
Real estate acquired through foreclosure-net -- 54,231
Federal Home Loan Bank Stock-at cost 338,000 320,800
Accrued interest receivable on loans 89,009 98,084
Accrued interest receivable on mortgage-backed securities 35,567 29,644
Accrued interest receivable on investments and interest-bearing 26,163 37,406
deposits
Prepaid expenses and other assets 87,563 108,699
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Total assets $ 34,161,010 $ 36,189,606
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits $ 26,156,878 $ 28,022,914
Advances from Federal Home Loan Bank 621,558 680,037
Advances by borrowers for taxes, insurance and other 135,169 61,033
Other liabilities 113,385 214,590
Deferred federal income taxes 71,400 71,400
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Total liabilities 27,098,390 29,049,974
Common shares-2,000,000, no par value, authorized; 462,875 shares
issued and outstanding -- --
Paid-in capital 4,393,394 4,375,394
Unallocated shares held by Employee Stock Ownership Plan (203,773) (256,673)
Retained earnings-substantially restricted 2,976,999 3,020,911
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7,166,620 7,139,632
Less cost of 8,000 common shares held in treasury (104,000) --
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Total shareholders' equity 7,062,620 7,139,632
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Total liabilities and shareholders' equity $ 34,161,010 $ 36,189,606
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FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
Three months ended Nine months ended
March 31, March 31,
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(Unaudited) (Unaudited)
1999 1998 1999 1998
--------- -------- ---------- ----------
Interest income
Loans $392,450 $502,315 $1,253,676 $1,593,155
Mortgage-backed securities 78,221 60,331 224,076 186,571
Investment securities 14,482 10,805 104,996 46,088
Interest bearing deposits and other 92,992 98,028 243,560 219,155
---------- ---------- ---------- -----------
Total interest income 578,145 671,479 1,826,308 2,044,969
Interest expense
Deposits 330,523 399,654 1,085,386 1,200,751
Borrowings 8,792 9,834 27,170 30,255
---------- ---------- ---------- -----------
Net interest expense 339,315 409,488 1,112,556 1,231,006
Net interest income before provision for losses on loans 238,830 261,991 713,752 813,963
Provision for losses on loans (3,000) (3,000) (9,000) (9,000)
---------- ---------- ---------- -----------
Net interest income after provision for losses on loans 235,830 258,991 704,752 804,963
Other operating income 27,389 36,384 111,972 78,734
General administrative expense
Employee compensation and benefits 113,353 108,198 338,371 310,544
Occupancy and equipment 21,004 19,861 59,612 58,969
Federal deposit insurance premiums 4,109 4,476 12,576 13,081
Franchise taxes 18,015 20,138 58,291 38,894
Data processing 8,345 8,193 26,689 25,347
Other 33,813 35,307 101,347 113,281
---------- ---------- ---------- -----------
Total general, administrative and other expenses 198,639 196,173 596,886 560,116
Income before income taxes 64,580 99,202 219,838 323,581
Provision for federal income taxes (23,397) (33,729) (78,600) (110,065)
---------- ---------- ---------- -----------
NET EARNINGS $ 41,183 $ 65,473 $ 141,238 $ 213,516
========== ========== ========== ===========
EARNINGS PER SHARE
BASIC $ .09 $ .15 $ .32 $ .49
DILUTED $ .09 $ .15 $ .31 $ .49
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FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31,
1999 1998
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(Unaudited)
Cash flows provided by operating activities:
Net earnings for the period $ 141,238 $ 213,515
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Gain on sale of loans (62,284) (35,192)
Gain on sale of REO acquired in foreclosure (7,476) --
Depreciation and amortization 11,397 10,168
Amortization of premiums and discounts on investments
and mortgage-backed securities 12,141 9,719
ESOP allocation 70,900 55,108
Federal Home Loan Bank stock dividends (17,200) (16,400)
Provision for losses on loans 9,000 9,000
Amortization of deferred loan origination fees (4,117) (1,712)
Deferred loan origination costs (7,122) (5,551)
Effects of changes in operating assets and liabilities:
Accrued interest receivable 14,395 (7,252)
Prepaid expenses and other assets 21,136 (11,232)
Accrued expenses (101,205) 15,603
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Net cash provided by operating activities 80,803 235,774
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Cash flows provided by investing activities:
Principal repayments on mortgage-backed securities 646,741 450,732
Purchase of mortgage-backed securities (1,947,182) (249,564)
Purchase of investment securities (2,109,592) (800,281)
Proceeds from maturity of investment securities 3,650,000 650,000
Purchase of certificate of deposit (1,102,418) --
Loan disbursements (9,656,505) (8,328,411)
Principal repayments on loans 6,118,223 5,486,829
Proceeds from sales of loans 6,121,339 4,670,896
Purchase of REO acquired in foreclosure (4,235) --
Proceeds from sale of REO acquired in foreclosure 65,942 --
Purchase of property and equipment (28,989) --
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Net cash provided by investing activities 1,753,324 1,880,201
----------- -----------
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposit accounts (1,866,036) 1,542,452
Repayment of FHLB advances (58,479) (55,395)
Net increase in advances by borrowers for taxes, insurance
and other 74,136 83,682
Purchase of treasury stock (104,000) --
Dividends paid (185,150) (115,718)
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Net cash provided by (used in) financing activities (2,139,529) 1,455,021
Net increase (decrease) in cash and cash equivalents (305,402) 3,570,996
Cash and cash equivalents at beginning of period 6,196,370 3,289,275
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Cash and cash equivalents at end of period $ 5,890,968 $ 6,860,271
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense $ 1,114,603 $ 1,230,789
Income taxes 159,354 43,378
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FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 1999 and 1998
1. BASIS OF PRESENTATION
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The accompanying unaudited consolidated financial statements of
Foundation Bancorp, Inc. (the "Company") were prepared in accordance with
instructions for Form 10-QSB and, therefore, do not include information or
footnotes necessary for a complete presentation of consolidated financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. However, in the opinion of management, all
adjustments (consisting only of normal recurring accruals) which are necessary
for a fair presentation of the consolidated financial statements have been
included. The results of operations for the nine months ended March 31, 1999 and
1998, are not necessarily indicative of the results which may be expected for an
entire fiscal year.
2. PRINCIPLES OF CONSOLIDATION
---------------------------
The accompanying consolidated financial statements include the accounts
of the Company and its subsidiary, Foundation Savings Bank ("Foundation"). All
significant intercompany items have been eliminated.
3. EARNINGS PER SHARE
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Basic earnings per share for the three month periods ended March 31,
1999 and 1998 were computed based upon weighted average shares outstanding of
433,587 and 437,420, respectively, which gives effect to a reduction for the
23,277 and 25,454 unallocated shares held by the Foundation Bancorp, Inc.
Employee Stock Ownership Plan (the "ESOP") at such dates, respectively, in
accordance with Statement of Position 93-6 ("SOP 93-6") issued by the American
Institute of Certified Public Accountants. Basic earnings per share for the nine
month periods ended March 31, 1999 and 1998, were computed based upon weighted
average shares outstanding of 437,097 and 433,267, respectively.
Diluted earnings per share for the three and nine month periods ended
March 31, 1999 and 1998 were computed based on 445,159 and 437,420 and 448,669
and 433,267, respectively. The Company granted 46,288 options in January 1999 to
employees of the Company.
4. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
-------------------------------------------
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. It does not
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require a specific format for that financial statement but requires that an
enterprise display an amount representing total comprehensive income for the
period in that financial statement.
SFAS No. 130 requires that an enterprise (1) classify items of other
comprehensive income by their nature in a financial statement and (2) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 significantly changes
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reportable segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 uses a "management approach" to disclose financial and descriptive
information about an enterprise's reportable operating segments which is based
on reporting information the way that management organizes the segments within
the enterprise for making operating decisions and assessing performance. For
many enterprises, the management approach will likely result in more segments
being reported. In addition, SFAS No. 131 requires significantly more
information to be disclosed for each reportable segment than is presently being
reported in annual financial statements and requires that selected information
be reported in interim financial statements. SFAS No. 131 is effective for
financial statements for periods beginning after December 15, 1997. Because the
Company has no non-banking subsidiaries, SFAS No. 131 will not affect the
Company.
The FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which establishes standards for derivative instruments,
including derivative instruments imbedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. Management is currently assessing
the impact that adoption of this standard will have on the Company's financial
statements.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
DISCUSSION OF FINANCIAL CHANGES FROM JUNE 30, 1998 TO MARCH 31, 1999
- --------------------------------------------------------------------
During late 1997, interest rates dropped to historic lows. This, in
turn, prompted mortgage loan customers to seek the low rates being offered in
the market. Foundation resisted placing these fixed-rate, long-term loans at low
yields in its portfolio and sold its record mortgage loan production in the
secondary mortgage market. Foundation's strategy resulted in record gains on
sales of loans, but also resulted in a decrease in the loan portfolio of
approximately $6.0 million since December 31, 1997, as higher yielding loans
were either refinanced and sold or paid off by other lenders. The funds from the
loan activity were reinvested in short-term, liquid instruments at substantially
lower yields. Foundation correspondingly reduced the rates paid on deposits.
This resulted in an outflow of funds that has decreased the savings portfolio by
$2.5 million.
This strategy has significantly reduced Foundation's interest rate
risk, but it has caused a decrease in earnings. Foundation is uniquely
positioned to benefit from a rising interest rate market. Long-term interest
rates began to increase during February 1999. Refinancing declined with the rise
in interest rates, impacting the gains on sales of loans. The yields on loans
have risen to a level where Foundation has begun to originate loans for its own
portfolio. The funds for loan originations will come from the lower yielding,
liquid investments, thus increasing the interest rate spread, which will have a
positive effect on earnings.
At March 31, 1999, the Company's assets totaled $34.2 million, a
decrease of $2.0 million, or 5.6%, from the $36.2 million total at June 30,
1998. Loans receivable totaled $19.3 million at March 31, 1999, a decrease of
$2.5 million, or 11.5%, from the June 30, 1998 total, resulting from borrowers
refinancing to obtain lower interest rates and the Company's sale of lower rate,
long-term mortgages in the secondary market. Investment securities totaled $1.4
million at March 31, 1999, a decrease of $1.5 million, or 52.3%, from the June
30, 1998 total, the result of maturities and prepayments. Cash and equivalents
were $5.9 million at March 31, 1999, a decrease of $305,402, or 4.9%, compared
to the $6.2 million at June 30, 1998. These changes funded a decrease in
deposits of $1.9 million, or 6.7%, as higher cost deposits were not renewed.
Investments in certificates of deposit increased $1.1 million, or 367.5%, and
mortgage-backed securities increased $1.3 million, or 32.5%, as the Company
sought more liquid, shorter-term investments.
Advances from the Federal Home Loan Bank decreased $58,479, or 8.6%,
from scheduled repayments. Advances from borrowers for taxes, insurance and
other increased $74,136, or 121.5%, resulting from timing differences in the
payment of real estate taxes. Shareholders' equity decreased $77,012, or 1.1%,
the result of the $.40 per share dividend which totaled $185,150 paid to
shareholders in August of 1998 and the purchase of 8,000 common shares held in
treasury.
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The Office of Thrift Supervision has two minimum regulatory capital
standards for savings associations. At March 31, 1999, Foundation's capital
substantially exceeded each of the requirements. The following is a summary of
Foundation's approximate regulatory capital position, in dollars and as a
percentage of regulatory assets, at March 31, 1999:
ACTUAL REQUIRED EXCESS
------ -------- ------
(Dollars in thousands)
Core capital $5,760 16.9% $1,366 4.0% $4,394 12.9%
Risk-based capital $5,907 40.9% $1,155 8.0% $4,752 32.9%
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND
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1998
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General
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The Company recorded net earnings of $141,238 for the nine months ended
March 31, 1999, a decrease of $72,278, or 33.9%, from the net earnings of
$213,516 recorded for the nine months ended March 31, 1998. The decrease was
primarily the result of a decrease in net interest income of $100,211, or 12.4%,
and an increase in general, administrative and other expense of $36,770, or
6.6%, which were partially offset by an increase in other income of $33,238, or
42.2%, and lower federal income taxes of $31,465, or 28.6%.
Net Interest Income
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Net interest income after the provision for losses on loans for the
nine months ended March 31, 1999, decreased $100,211, or 12.3%, compared to the
same period in 1998. This was the result of a decrease in total interest income
of $218,661, or 10.7%, partially offset by a decrease in total interest expense
of $118,450, or 9.6%. The decrease in total interest income resulted primarily
from the decrease in interest earned on loans of $339,479, or 21.3%. The loan
portfolio has decreased by $6.0 million since December 31, 1997, as borrowers
refinanced for lower interest rates. Interest on mortgage-backed securities
increased $37,505, or 20.1%, resulting from a higher portfolio balance. Interest
on investment securities increased $58,908, or 127.8%, and interest on
interest-bearing deposits increased $24,405, or 11.1%, resulting from larger
outstanding balances as the Company sought short-term, liquid investments.
Interest expense on deposits decreased $115,365, or 9.6%, due to a lower
weighted average rate on a smaller portfolio. Interest expense on borrowings
decreased $3,085, or 10.2%, due to a lower amount owed resulting from scheduled
repayments.
Other Operating Income
- ----------------------
Other operating income totaled $111,972 for the nine months ended March
31, 1999, an increase of $33,238, or 42.2%, compared to the same period in 1998,
primarily due to an increase in gains on sales of loans.
General, Administrative and Other Expense
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General, administrative and other expense for the nine months ended
March 31, 1999 increased $36,770, or 6.6%, compared to the same period of 1998.
This was primarily due to the increase in Ohio franchise taxes of $19,397, or
49.9%, due to the increased capital from the stock conversion, plus an $18,000
increase in employee compensation and benefits to reflect the market value of
ESOP shares. The balance of the increase in employee compensation and benefits
of $27,827, or 9.0%, and the decrease in other expense of $11,934, or 10.5%,
resulted from an accounting reclassification entry. Federal income taxes
decreased $31,465, or 28.6%.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
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1998
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General
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The Company recorded net earnings of $41,183 for the three months ended
March 31, 1999, a decrease of $24,290, or 37.1%, from the net earnings of
$65,473 recorded for the three months ended March 31, 1998. The decrease was
primarily the result of a decrease in net interest income of $23,161, or 8.9%,
an increase in general, administrative and other expense of $2,466, or 1.3%, and
a decrease in other income of $8,995, or 24.7%, which were partially offset by a
decline in federal income taxes of $10,332, or 30.6%.
Net Interest Income
- -------------------
Net interest income after provision for losses on loans for the three
months ended March 31, 1999, decreased $23,161, or 8.9%, compared to the same
period of 1998. This was the result of a decrease in total interest income of
$93,334, or 13.9%, partially offset by a decrease in total interest expense of
$70,173, or 17.1%. Interest income on loans decreased $109,865, or 21.9%, the
result of the decrease in the loan portfolio of $6.0 million previously
discussed, as borrowers refinanced for lower interest rates. Interest on
mortgage-backed securities increased $17,890, or 29.7%, and interest on
investment securities increased $3,677, or 34.0%, resulting from higher
portfolio balances. Interest on interest bearing deposits decreased $5,036, or
5.1%, resulting from lower weighted average balances at lower average weighted
yields. Interest expense on deposits decreased $69,131, or 17.3%, due to a lower
weighted average rate on a smaller portfolio. Interest expense on borrowings
decreased $1,042, or 10.6%, due to a lower amount owed resulting from scheduled
repayments.
Other Operating Income
- ----------------------
Other operating income for the three months ended March 31, 1999
decreased $8,995, or 24.7%, compared to the same period of 1998 as the result of
decreased gains on loan sales.
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General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense for the three months ended
March 31, 1999 increased $2,446, or 1.3%, compared to the same period of 1998.
This was primarily due to an increase in employee compensation and benefits of
$5,155, or 4.8%, resulting from a $6,000 charge to reflect the market value of
ESOP shares. Occupancy and equipment increased $1,143, or 5.8%, the result of
increased depreciation on the new Y2K compliant computer system. These were
mostly offset by a decrease in federal deposit insurance premiums of $367, or
8.2%, a decrease in franchise taxes of $2,123, or 10.5% and a decrease in other
expense of $1,494, or 4.2%. Federal income taxes decreased $10,332, or 30.6%,
the result of decreased earnings.
DISCUSSION OF YEAR 2000 ISSUES
- ------------------------------
As with most providers of financial services, Foundation's operations
are heavily dependent on information technology systems. The Company's primary
data processing applications are handled by a third-party service bureau which
has transferred to a fully year 2000-compliant processing system that has
completed extensive testing. To operate on this new system, the Company had to
replace its old personal computers ("PCs") and purchased a new year-2000
compliant computer network consisting of a server and PCs. New year-2000
compliant software for internal systems has been purchased, installed and tested
and is fully operational. The total cost of the hardware and software upgrade
was approximately $30,000.
The Company has not identified any other material expenses that are
reasonably likely to be incurred in connection with this issue and does not
expect to incur significant expense to implement the necessary corrective
measures. No assurance can be given, however, that significant expense will not
be incurred in future periods. In the event the Company is ultimately required
to incur additional expense to make its current systems, programs and equipment
year 2000 compliant, the Company's net earnings and financial condition could be
adversely affected. While the Company has taken the necessary steps to ensure
that its computer-dependent operations are year 2000 compliant, no assurance can
be given that some year 2000 problems will not occur.
In addition to possible expense related to its own systems, the Company
could incur losses if year 2000 issues adversely affect Foundation's depositors
or borrowers. Such problems could include delayed loan payments due to year 2000
problems affecting any significant borrowers or impairing the payroll systems of
large employers in Foundation's primary market area. Because Foundation's loan
portfolio is highly diversified with regard to individual borrowers and types of
businesses and Foundation's primary market area is not significantly dependent
upon one employer or industry, Foundation does not expect any significant or
prolonged difficulties that will affect net earnings or cash flow.
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FOUNDATION BANCORP, INC.
10-QSB
PART II
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OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not applicable
ITEM 2. CHANGES IN SECURITIES
---------------------
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
-----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27. Financial Data Schedule
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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.
Date: May 14, 1998 /s/ Laird L. Lazelle
---------------------
Laird L. Lazelle
President
Date: May 14, 1998 /s/ Dianne K. Rabe
---------------------
Dianne K. Rabe
Treasurer
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