1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE
SECURITIES EXCHANGE AT OF 1934
For the transition period from-------------to--------------
Commission File Number 0-21165
FIRST ALLEN PARISH BANCORP, INC.
- -----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 72-13331593
- ------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Dentification Number)
222 South Tenth Street - Oakdale, Louisiana 71463
- ------------------------------------------- -----------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (318)335-2031
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 of 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, 1997
- ------------------------------- -----------------------------
Common Stock, .01 par value 264,506
2
FIRST ALLEN PARISH BANCORP, INC.
TABLE OF CONTENTS
Page
Part I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated statements of financial condition 3
Consolidated statements of income 4
Consolidated statements of stockholders' equity 5
Consolidated statements of cash flows 6-7
Notes to consolidated financial statements 8-9
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-15
Part II - OTHER INFORMATION 16
Signatures 17
3
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
March 31, 1997 and December 31, 1996
March 31, 1997
(Unaudited) December 31, 1996
ASSETS
Cash and cash equivalents
Interest-bearing $ 1,348,735 $ 847,896
Non-interest bearing 498,535 626,409
Mortgage-backed and related securities -
held-to-maturity 12,907,377 13,238,771
Mortgage-backed and related securities -
available-for-sale, estimated market
value 3,907,312 3,946,564
Loans receivable, net 12,369,901 11,937,990
Accrued interest receivable 204,902 206,457
Other receivables 85,250 42,800
Foreclosed real estate 74,856 74,856
Federal Home Loan Bank stock, at cost 259,100 259,200
Premises and equipment, at cost, less
accumulated depreciation 280,180 282,353
Other assets 61,490 26,574
----------- -----------
Total assets $31,997,638 $31,489,870
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $27,329,501 $25,749,999
Advances from Federal Home Loan Bank - 1,200,000
Advances by borrowers for taxes
and insurance 33,983 31,854
Federal income taxes:
Current 33,623 2,843
Deferred 126,284 122,265
Accrued liabilities 44,112 44,624
Deferred income 17,880 18,818
---------- -----------
Total liabilities 27,585,383 27,170,403
STOCKHOLDERS' EQUITY
Serial preferred stock (.01 par value,
100,000 shares authorized, none
issued or outstanding) - -
Common stock (.01 par value, 900,000
shares authorized, 264,506 shares
issued and outstanding) 2,645 2,645
Additional paid-in capital 2,302,090 2,298,842
Retained earnings (substantially
restricted) 2,307,901 2,230,294
Unrealized gain on securities
available-for-sale 639 (6,004)
Unearned empl. stock onership pl (201,020) (206,310)
--------- ---------
Total stockholders' equity 4,412,255 4,319,467
--------- ---------
Total liabilities and stockholders'
equity $31,997,638 $31,489,870
=========== ===========
See accompanying notes to consolidated financial statements.
/TABLE
4
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
For the three months ended March 31, 1997 and 1996
(Unaudited)
1996 1995
INTEREST INCOME
Loans receivable:
First mortgage loans $229,085 $212,654
Consumer and other loans 47,378 47,408
Mortgage-backed and related securities 262,219 242,681
Other Interest Earning Assets 22,350 20,979
------- -------
Total interest income 561,032 523,722
------- -------
INTEREST EXPENSE
Deposits 277,134 297,002
Borrowed funds 15,536 -
------- -------
Total interest expense 292,670 297,002
------- -------
Net interest income 268,362 226,720
PROVISION (RECOVERY) LOAN LOSSES 1,220 (9,461)
------- -------
Net interest income after recovery from
loan losses 267,142 236,181
------- -------
NONINTEREST INCOME
Service charges on deposits 48,713 42,280
Insurance commissions earned 2,715 885
Loan origination and servicing fees 9,015 6,135
Net other real estate expenses (212) (56)
Gain on foreclosed real estate 103 86
Other operating revenues 4,174 4,482
------- -------
Total noninterest income 64,508 53,812
NONINTEREST EXPENSES
Compensation and employee benefits 98,781 97,134
Occupancy and equipment expenses 15,557 14,764
SAIF deposit insurance premiums 4,261 15,433
Stationery and printing 13,243 14,208
Data processing 15,363 14,810
Other expenses 65,138 55,453
------- -------
Total noninterest expenses 212,343 211,802
------- -------
Income before income taxes 119,307 78,191
INCOME TAX EXPENSE 41,700 27,613
------- -------
NET INCOME $ 77,607 $ 50,578
======== ========
Net earnings per common share:
Primary and fully diluted $0.32 -
Weighted average number of shares outstanding======= ========
Primary and fully diluted 243,875 -
/TABLE
5
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the three months ended March 31, 1997 and 1996
(Unaudited)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 77,607 $ 50,570
------- -------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation of premises and equipment 8,963 8,942
Provision for loan losses 1,220 (9,461)
Gain on sale of foreclosed real estate (103) (86)
Premium amortization net of discount
accretion 13,904 6,201
Deferred income taxes 4,019 10,192
Stock dividend on FHLB Stock (3,600) (3,800)
Changes in assets and liabilities -
(Increase) decrease in accrued
interest receivable 1,555 7,574
(Increase) decrease in prepaid assets (36,833) (24,693)
Decrease in advance payable, Federal
Home Loan Bank (1,200,000) -
Increase in accrued liabilities (512) (10,365)
Increase (decrease) in current
income taxes payable 30,780 15,314
(Increase) decrease in deferred
income 938 (911)
--------- ---------
Total adjustments (1,179,669) (1,093)
--------- ---------
Net cash provided by (used)
operating activities (1,102,062) 49,477
---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in mortgage-backed
and related securities 374,298 185,574
Sale of investment securities 3,700 -
Purchase of investment securities - -
Net increase in loans made to customers (477,875) (54,797)
Proceeds from sale of foreclosed real
estate - 100
Purchase of property and equipment (6,790) (3,068)
--------- ---------
Net cash provided (used) by
investing activities (106,667) 127,809
--------- ---------
(continued)
See accompanying notes to consolidated financial statements.
6
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued)
For the three months ended March 31, 1997 and 1996
(Unaudited)
1997 1996
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) in demand deposits, NOW
accounts, passbook savings accounts,
and certificates of deposits 1,579,502 698,517
Net (decrease) in advances by
borrowers for taxes and insurance 2,192 (11,948)
Net cash provided by
financing activities
1,581,694 686,569
--------- --------
Net increase in cash and
cash equivalents 372,965 863,855
CASH AND CASH EQUIVALENTS, beg. of period 1,474,305 1,362,595
CASH AND CASH EQUIVALENTS, end of period $1,847,270 $2,226,450
========== ==========
Supplemental Disclosures
Cash paid for:
Interest on deposits, advances, and other
borrowings $ 292,359 $ 297,277
Income taxes - -
Change in unrealized gain (loss) on securities
available for sale 7,818 (6,100)
See accompanying notes to consolidated financial statements.
/TABLE
7
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(1) First Allen Parish Bancorp, Inc.
First Allen Parish Bancorp, Inc. (the "Corporation")
was incorporated under the laws of the State of Delaware for the
purpose of becoming the savings and loan holding company of First
Federal Savings and Loan Association of Allen Parish (the
"Association"), in connection with the Association's conversion
from a federally chartered mutual savings association to a
federally chartered stock savings association, pursuant to its
Plan of Conversion. On August 9, 1996, the Corporation commenced
a Subscription and Community Offering of its shares in connection
with the conversion of the Association (the "Offering"). The
Offering was consummated and the Corporation acquired the
Association on September 27, 1996. It should be noted that the
Corporation had no assets prior to the conversion and acquisition
on September 27, 1996.
The accompanying consolidated financial statements as
of and for the three months ended March 31, 1997, include the
accounts of the Corporation and the Association.
(2) Employee Stock Ownership Plan (ESOP)
All employees meeting age and service requirements are
eligible to participate in an ESOP established on
January 1, 1996. Contributions made by the Association to the
ESOP are allocated to participants by a formula based on
compensation. Participant benefits become 100 percent
vested after five years. The ESOP purchased 21,160
shares in the Association's conversions.
(3) Basis of Preparation
The accompanying unaudited consolidated financial
statements were prepared in accordance with instructions for Form
10-Q. To the extent that information and footnotes required by
generally accepted accounting principles for complete financial
statements are contained in the audited financial statements
included in the Association's audit report for the year ended
December 31, 1996, such information and footnotes have not been
duplicated herein. In the opinion of management, all
adjustments, consisting only of normal recurring accruals, which
are necessary for the fair presentation of the interim financial
statements have been included. The statements of earnings for
the three month period ended March 31, 1997 are not necessary
indicative of the results which may be expected for the entire
year.
8
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(4) Earnings Per Share
On September 27, 1996, 264,506 shares of the
Corporation's stock were issued, including 21,160 shares issued
to the ESOP. Earnings per share amounts for the three month
period ended March 31, 1997 are based upon an average of 243,875
shares. The shares issued to the Employee Stock Ownership Plan
(ESOP) are not included in this computation until they are
allocated to plan participants.
(5) Stockholders' Equity and Stock Conversion
The Association converted from a federally chartered
mutual savings association to a federally chartered stock savings
association pursuant to its Plan of Conversion which was approved
by the Association's members on September 18, 1996. The
conversion was effective on September 27, 1996 and resulted in
the issuance of 264,506 shares of common stock (par value $0.01)
at $10 per share for a gross sales price of $2,645,060. Costs
related to conversion (primarily underwriters' commissions,
printing, and professional fees) approximated $272,131 and were
deducted to arrive at the net proceeds of $2,372,929. The
Corporation established an employee stock ownership trust which
purchased 21,160 shares of common stock of the Corporation at the
issuance price of $10 per share with funds borrowed from the
holding company.
9
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Management's Discussion and Analysis
of Financial Condition and Results of Operations
General
First Allen Parish Bancorp, Inc. (the "Corporation") was
incorporated under the laws of the state of Delaware to become a
savings and loan holding company with First Federal Savings and
Loan Association of Allen Parish (the "Association") of Oakdale,
Louisiana, as its subsidiary. The Corporation was incorporated
at the direction of the Board of Directors of the Association,
and on September 27, 1996, acquired all of the capital stock of
the Association upon its conversion from mutual to stock form
(the "conversion"). Prior to the conversion, the Corporation did
not engage in any material operations and at March 31, 1997, had
no significant assets other than the investment in the capital
stock of the Association, the First Allen Parish Bancorp loan to
the employee stock ownership plan (ESOP), representing a portion
of the net proceeds from the conversion retained at the holding
company level and investments in mortgage backed securities.
First Federal Savings and Loan Association of Allen Parish
was originally founded in 1962 as a federally chartered mutual
savings and loan association located in Oakdale, Louisiana. On
September 18, 1996, the Association members voted to convert the
Association to a federal stock institution. The Association
conducts its business through its main office in Oakdale,
Louisiana. Deposits are insured by the Savings Association
Insurance Fund (SAIF) to the maximum allowable.
The Association has been, and intends to continue to be, a
community-oriented financial institution offering selected
financial services to meet the needs of the communities it
serves. The Association attracts deposits from the general
public and historically has used such deposits, together with
other funds, to originate loans secured by real estate, including
one- to four-family residential mortgage loans, commercial real
estate loans, land loans, construction loans and loans secured by
other properties. The Association also originates consumer and
other loans consisting primarily of loans secured by automobiles,
manufactured homes, loans secured by deposits (share loans) and
lines of credit.
The most significant outside factors influencing the
operations of the Association and other financial institutions
include general economic conditions, competition in the local
market place and the related monetary and fiscal policies of
agencies that regulate financial institutions. More
specifically, the cost of funds
10
primarily consisting of insured deposits is influenced by
interest rates on competing investments and general market rates
of interest, while lending activities are influenced by the
demand for real estate financing and other types of loans, which
in turn is affected by the interest rates at which such loans may
be offered and other factors affecting loan demand and funds
availability.
Deposits of the Association are currently insured by the
SAIF of the FDIC. The FDIC also maintains another insurance
fund, the Bank Insurance Fund, which primarily insures commercial
bank deposits. Applicable law requires that both the SAIF and
BIF funds be recapitalized to a ratio of 1.25% of reserves to
deposits, and the FDIC announced that the BIF reached the
required reserve ratio during May 1995. The SAIF, however, was
not expected to achieve that reserve ratio before 2002. Due to
the disparity in reserve ratios, on November 14, 1995, the FDIC
reduced annual assessments for BIF-insured institutions to the
legal minimum of $2,000 while SAIF-insured institutions continued
to pay assessments based on a schedule of from $0.23 to $.031 per
$100 of deposits.
In September 1996, Congress enacted legislation to
recapitalize the SAIF by a one-time assessment on all
SAIF-insured deposits held as of March 31, 1995. The assessment
was 65.7 basis points per $100 in deposits, payable by November
30, 1996. For the Association, the assessment resulted in a
one-time charge to earnings during the three months ended
September 30, 1996 in the amount of $170,020 or ($112,213 when
adjusted for taxes), based on the Association's deposits on March
31, 1995 of $25,878,177. In addition, beginning January 1,
1997, pursuant to the legislation, interest payments on bonds
("FICO Bonds") issued in the late 1980s by the Financing
Corporation ("FICO") to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation are being paid jointly by
BIF-insured institutions and SAIF insured institutions. The FICO
assessment is 1.29 basis points per $100 in BIF deposits and 6.44
basis points per $100 in SAIF deposits. Beginning January 1,
2000, the FICO interest payments will be paid pro rata by banks
and thrifts based on deposits (approximately 2.4 basis points per
$100 in deposits). The BIF and SAIF will be merged on January 1,
1999, provided the bank and savings association charters are
merged by that date. In that event, pro-rata FICO sharing will
begin on January 1, 1999.
While the legislation has reduced the disparity between
premiums paid on BIF deposits and SAIF deposits, and has relieved
the thrift industry of a portion of the contingent liability
represented by the FICO bonds, the premium disparity between
SAIF-insured institutions, such as the Association, and
BIF-insured institutions will continue until at least January
1, 1999. Under the legislation, the
11
Association anticipates that its ongoing annual SAIF premiums
will be approximately $17,000.
The Congress is also considering requiring all federal
thrift institutions, such as the Association, to either convert
to a national bank or a state chartered depository institution by
January 1, 1998. In addition, the Corporation may no longer be
regulated as a thrift holding company, but rather as a bank
holding company. The Office of Thrift Supervision (OTS) also
would be abolished and its functions transferred among the
federal banking regulators. Other proposed legislation before
Congress might require the recapture in taxable income of the
Association's bad debt reserve, unless the Association met
certain conditions. The Associations's bad debt reserve was
$300,371 at March 31,1997.
Certain aspects of the legislation remain to be resolved and
therefore no assurance can be given as to whether or in what form
the legislation will be enacted or its effect on the Corporation
and the Association.
Legislation recently passed by Congress contains a provision
that would repeal the tax bad debt reserve currently available to
Thrifts including the percentage of taxable income method for tax
years beginning after December 31, 1995. If signed by the
President, the Association would have to change to the experience
method of computing it's bad debt reserve. The legislation will
require a Thrift to recapture the portion of its bad debt reserve
that exceeds the base year reserve, defined as the tax reserve as
of the last taxable year beginning before 1988.
Financial Condition
Consolidated assets of First Allen Parish Bancorp, Inc. were
$31,997,638 as of March 31, 1997, an increase of $507,768 as
compared to December 31, 1996. At March 31, 1997, total
stockholders' equity was $4,412,255, an increase of $92,788 when
compared to stockholders' equity at December 31, 1996. The
increase in stockholders' equity was a result of an increase in
additional paid-in capital of $3,248, an increase in retained
earnings of $77,607, the change in unrealized loss on securities
available-for-sale of $6,643 and a decrease in unearned employee
stock ownership plan of $5,290.
Interest-bearing and non-interest bearing deposits and
Federal Home Loan Bank stock increased to $2,106,370 at March 31,
1997 from $1,733,505 at December 31, 1996, an increase of
$372,865. Mortgage backed securities decreased $370,646 to a
total of $16,814,689 at March 31, 1997, from a total of
$17,185,335 as of December 31, 1996.
12
Loans receivable increased to $12,369,901 on March 31, 1997
from $11,937,990 on December 31, 1996, an increase of $431,911.
Deposits totaled $27,329,501 on March 31, 1997 and
$25,749,999 on December 31, 1996, an increase of $1,579,502.
Other liabilities decreased to $44,112 on March 31, 1997
from $44,624 on December 31, 1996, a decrease of $512.
Comparison of Operating Results for the Three Months Ended March
31, 1997 and 1996
General. Net income increased $27,029 or 53%, to a total of
$77,607 for the three months ended March 31, 1997 from $50,578
for the three months ended March 31, 1996. This increase was
primarily due to an increase in net interest income offset by an
increase in income tax expense.
Net Interest Income. Total net interest income increased
$41,642 or 18% to $268,362 for the three months ended March 31,
1997 from $226,720 for the three months ended March 31, 1996.
This increase was primarily the result of an increase in the
average yield on mortgage-backed securities for 1996 to 1997 and
a decrease in the average cost of deposits.
Provision for Losses on Loans. The Association maintains an
allowance for loan losses based upon management's periodic
evaluation of known and inherent risk in the loan portfolio, the
Association's past loss experience, adverse situations that may
affect the borrower's ability to repay loans, estimated value of
the underlying collateral and current and expected market
conditions. The Association established a provision for loan
losses for the three months ended March 31, 1997 of $1,220.
During the three months ended March 31, 1996 the Association
experienced recoveries on loans for which reserves had previously
been established. The provision and recovery of $1,220 and
$9,461 for the three months ended March 31, 1997 and 1996,
respectively were primarily due to losses and recoveries on
consumer loans.
Non-Interest Income. Non-interest income increased $10,696,
or 20% to $64,508 for the three months ended March 31, 1997 from
$53,812 for the three months ended March 31, 1996. This increase
was due to a $6,433 increase in service charges on deposits, a
$1,830 increase in insurance commissions earned, a $2,880
increase in loan origination and servicing fees, an $156 increase
in net other real estate expenses, a $17 increase in the gain on
the sale of real estate owned and a $308 decrease in other
operating revenues.
13
Non-Interest Expense. Non-interest expense increased $541
or .25% to $212,343 for the three months ended March 31, 1997
from $211,802 for the three months ended March 31, 1996. This
increase was primarily due to an increase of $1,647 in
compensation and employee benefits, a $793 increase in occupancy
and equipment expenses, an $965 decrease in stationery and
printing, a $11,172 decrease in SAIF deposit insurance premium, a
$553 increase in data processing and a $9,685 increase in other
expenses.
Income Tax Expense. Income tax expense increased $14,087 or
51% to a total of $41,700 for the three months ended March 31,
1997 from an income tax expense of $27,613 for the three months
ended March 31, 1996.
Non-Performing Assets
At March 31, 1997, non-performing assets were approximately
$130,000 compared to $119,000 on December 31, 1996. At March 31,
1997, the Association's allowance for loan losses was 231% of non
performing loans compared to 249% at December 31, 1996.
Loans are considered non-performing when the collection of
principal and/or interest is not probable, or in the event
payments are more than 90 days delinquent.
Capital Resources
The Association is subject to three capital to asset
requirements in accordance with Office of Thrift Supervision
(OTS) regulations. The following table is a summary of the
Association's regulatory capital requirements versus actual
capital as of March 31, 1997:
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
Tangible $4,412,000/13.79% $ 480,000/1.50% $3,932,000/12.29%
Core Leverage
Capital $4,412,000/13.79% $ 960,000/3.00% $3,452,000/10.79%
Risk-Based
Capital $4,553,000/35.81% $1,017,000/8.00% $3,536,000/27.81%
14
Liquidity
The Association's principal sources of funds are deposits,
principal and interest payments on loans, deposits in other
insured institutions, and investment securities. While scheduled
loan repayments and maturing investments are relatively
predictable, deposit flows and early loan payments are more
influenced by interest rates, general economic conditions and
competition. Additional sources of funds may be obtained from the
Federal Home Loan Bank of Dallas by utilizing numerous available
products to meet funding needs.
The Association is required to maintain minimum levels of
liquid assets as defined by regulations. The required percentage
is currently five percent of net withdrawable savings deposits
and borrowings payable on demand or in one year or less. The
Association has maintained its liquidity ratio at levels
exceeding the minimum requirement. The eligible liquidity ratios
at December 31, 1996, and March 31, 1997, were 7.78% and 8.86%,
respectively.
For purposes of the cash flows, all short-term investments
with a maturity of three months or less at date of purchase are
considered cash equivalents. Cash and cash equivalents for the
periods ended March 31, 1997 and 1996 were $1,847,270 and
$2,226,450, respectively. The decrease was primarily due to the
net cash used in investing activities for loan originations and
purchase of mortgage-backed securities along with cash provided
by financing activities from issuance of 264,506 shares of .01
par value common stock at $10 per share.
15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
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
Exhibits:
27 - Financial Data Schedule
Reports on Form 8-K:
None.
16
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.
First Allen Parish Bancorp, Inc.
Registrant
Date: May 13, 1997 /s/Charles L. Galligan
Charles L. Galligan, President
and Chief Executive Officer
(Duly Authorized Officer)
Date: May 13, 1997 /s/Betty J. Parker
Betty J. Parker, Treasurer and
Chief Financial Officer