WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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, 1998
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 72-1331593
- ------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification 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, 1998
- --------------------------- -----------------------------
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 cash flows 5-6
Notes to consolidated financial statements 7-8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
Part II - OTHER INFORMATION 14
Signatures 15
3
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
March 31, 1998 and December 31, 1997
March 31, 1998
(Unaudited) December 31, 1997
-------------- -----------------
ASSETS
Cash and cash equivalents
Interest-bearing $ 751,221 $ 1,297,774
Non-interest bearing 720,889 586,468
Mortgage-backed and related securities -
held-to-maturity 11,234,774 11,668,946
Mortgage-backed and related securities -
available-for-sale, estimated
marketvalue 6,117,741 5,478,291
Loans receivable, net 13,827,366 13,645,908
Accrued interest receivable 221,374 229,363
Other receivables 220,063 62,895
Foreclosed real estate - -
Fed. Home Loan Bank stock, at cost 259,200 259,300
Premises and equipment, at cost, less
accumulated depreciation 322,654 262,447
Other assets 70,958 27,795
---------- ---------
Total assets $33,746,240 $33,519,187
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $28,828,428 $28,656,542
Advances from Federal Home Loan Bank - -
Advances by borrowers for taxes
and insurance 27,020 23,212
Federal income taxes:
Current 38,338 54,956
Deferred 133,444 135,398
Accrued liabilities 36,623 27,620
Dividends Payable 39,676
Deferred income 46,247 47,065
---------- ----------
Total liabilities $29,110,100 $28,984,469
---------- ----------
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 2,321,605 2,314,066
Retained earnings (substantially
restricted) 2,474,711 2,405,441
Unrealized gain (loss)on securities
available-for-sale 17,039 (2,284)
Unearned emp. stock ownership plan(179,860) (185,150)
--------- ---------
Total stockholders' equity 4,636,140 4,534,718
--------- ---------
Total liabilities and stockholders'
equity $33,746,240 $33,519,187
=========== ==========
See accompanying notes to consolidated financial statements.
4
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
For the three months ended March 31, 1998 and 1997
(Unaudited)
1998 1997
-------- --------
INTEREST INCOME
Loans receivable:
First mortgage loans $233,875 $229,085
Consumer and other loans 74,427 47,378
Mortgage-backed and related securities 261,174 262,219
Other interest earning assets 19,721 22,350
------- -------
Total interest income 589,197 561,032
------- -------
INTEREST EXPENSE
Deposits 307,186 277,134
Borrowed funds 2,523 15,536
------- -------
Total interest expense 309,709 292,670
Net interest income 279,488 268,362
PROVISION for LOAN LOSSES 1,220
------- -------
Net interest income after provision for
loan losses 279,488 267,142
------- -------
NONINTEREST INCOME
Service charges on deposits 49,296 48,713
Insurance commissions earned 1,252 2,715
Loan origination and servicing fees 9,402 9,015
Net other real estate expenses (420) (212)
Gain on foreclosed real estate - 103
Other operating revenues 6,315 4,174
------- -------
Total noninterest income 65,845 64,508
NONINTEREST EXPENSES
Compensation and employee benefits 114,715 98,781
Occupancy and equipment expenses 18,687 15,557
SAIF deposit insurance premiums 4,402 4,261
Stationery and printing 16,514 13,243
Data processing 16,876 15,363
Other expenses 68,484 65,138
------- -------
Total noninterest expenses 239,678 212,343
------- -------
Income before income taxes 105,655 119,307
INCOME TAX EXPENSE 36,385 41,700
------- -------
NET INCOME 69,270 77,607
======== ========
Net earnings per common share:
Primary and fully diluted $0.28 $0.32
======== ========
Weighted average number of shares outstanding
Primary and fully diluted 245,198 243,875
5
FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the three months ended March 31, 1998 and 1997
(Unaudited)
1998 1997
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 69,270 $ 77,607
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation of premises and equipment 10,093 8,963
Provision for loan losses - 1,220
Loss on sale of foreclosed real estate - (103)
Premium amortization net of discount
accretion 11,456 13,904
Deferred income taxes (1,954) 4,019
Stock dividend on FHLB Stock (3,700) (3,600)
Changes in assets and liabilities
Decrease in accrued
interest receivable 7,989 1,555
Increase in other receivable (157,168) -
Increase) in other assets (39,105) (36,833)
Decrease in advance payable, Federal
Home Loan Bank (1,200,000)
Increase (Decrease) in accrued
liabilities 9,003 (512)
Increase (decrease) in current
income taxes payable (16,618) 30,780
Increase in deferred
income 818 938
-------- ---------
Total adjustments (179,186) (1,179,669)
-------- ---------
Net cash used by
operating activities (109,916) (1,102,062)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (decrease) increase in mortgage-backed
and related securities (224,844) 374,298
Sale of investment securities 3,700 3,700
Purchase of investment securities - -
Net decrease in loans made to customers (186,458) (477,875)
Proceeds from sale of foreclosed real
estate - -
Purchase of property and equipment (70,300) (6,790)
------- -------
Net cash used by
investing activities (477,902) (106,667)
(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, 1998 and 1997
(Unaudited)
1998 1997
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase) in demand deposits, NOW
accounts, passbook savings accounts,
and certificates of deposits $171,886 $1,579,502
Net increase in advances by
borrowers for taxes and insurance 3,800 2,192
------- ---------
Net cash provided by
financing activities 175,686 1,581,694
------- ---------
Net increase (decrease) in cash
and cash equivalents (412,132) 372,965
CASH AND CASH EQUIVALENTS, beginning
of period 1,884,242 1,474,305
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $1,472,110 $1,847,270
========== ==========
Supplemental Disclosures
Cash paid for:
Interest on deposits, advances, and other
borrowings $ 305,577 $ 292,359
Income taxes
Change in unrealized gain (loss) on securities
available for sale, net of tax expense(benifit)
19,323 7,818
See accompanying notes to consolidated financial statements.
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, 1998,
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, 1997, 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
months ended March 31, 1998 are not necessarily
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, 1998 are
based upon an average of 245,198 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
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 perations and at September 30, 1996,
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 and a Loan Production Office(LPO) located in
Oberlin, 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 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.
10
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 pay
assessments at the rate of 6.4 cents 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 FICOassessment 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 Association anticipates that
its ongoing annual SAIF premiums will be approximately $17,000.
Legislation recently passed by Congress contains a
provision that repealed the tax bad debt reserve available to
Thrifts including the percentage of taxable income method for tax
years beginning after December 31, 1995. The Association had to
change to the experience method of computing it's bad debt
reserve. The legislation required 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 after 1988. As allowed by this legislation, First
Federal has deferred the recapture of this income until December
31, 1998.
11
Financial Condition
- -------------------
Consolidated assets of First Allen Parish Bancorp, Inc.
were $33,746,240 as of March 31, 1998, an increase of $227,053 as
compared to December 31, 1997. At March 31, 1998 total
stockholders' equity was $4,636,140, an increase of $101,422 when
compared to stockholders' equity at December 31, 1997. The
increase in stockholders' equity was a result of increase in
paid-in capital of $7,539, an increase in retained earning of
$69,270, the change in unrealized loss on securites
available-for-sale of $19,323 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 decreased to $1,731,310 at March 31,
1998 from $2,143,542 at December 31, 1997, a decrease of
$412,232. Mortgage backed securities increased $205,278 to a
total of $17,352,515 at March 31, 1998, from a total of
$17,147,237 as of December 31, 1997.
Loans receivable increased to $13,827,366 on March
31,1998 from $13,645,908 on December 31, 1997, an increase of
$181,458. Deposits totaled $28,828,428 on March 31, 1998 and
$28,656,542 on December 31, 1997, an increase of $171,886.
Other liabilites increased to $36,623 on March 31, 1998
from $27,620 on December 31, 1997, an increase of $9,003.
Comparison of Operating Results for the Three Months Ended
- -----------------------------------------------------------------
March 31, 1998 and 1997
- -----------------------
General. Net income decreased $8,337 or 11% to a total
of $69,270 for the three months ended March 31, 1998 from $77,607
for the three months ended March 31, 1997. This decrease was
primarily due to an increase in non-interest expenses of $27,335,
that offset an increase in net interest income of $27,335 after
provision for loan losses of $12,346.
Net Interest Income. Total net interest income increased
$11,126 or 4.1% to $279,488 for the three months ended March 31,
1998 from $268,362 for the three months ended March 31, 1997.
This increase was primarily the result of an increase in net
loans receivable.
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 did not establish a
provsion for loan losses for the three months ended March 31,
1998 and established a provision of loan losses for the three
months ended March 31, 1997 of $1220. The provision of $1,220 for
the three months ended March 31, 1997 was primarily due to losses
on consumer loans.
12
Non-Interest Income. Non-interest income increased
slightly to $65,845 for the three months ended March 31, 1998
from $64,508 for the three months ended March 31, 1997.
Non-Interest Expense. Non-interest expense increased
$27,335 or 13% to $239,678 for the three months ended March 31,
1998 from $212,343 for the three months ended March 31, 1997.
This increase was primarily due to an increase of $15,934 in
compensation and employee benefits, an increase of $3,130 in
occupancy and equipment expenses, an increase or $3,271 in
stationery and printing, an increase of $1,513 in data processing
and an increase of $3,346 in other expenses.
Income Tax Expense. Income tax expense decreased $5,315
or 13% to a total of $36,385 for the three months ended March 31,
1998 from an income tax expense of $41,700 for the three months
ended March 31, 1997.
Non-Performing Assets
- ---------------------
At March 31, 1998 non performing assets were
aproximately $128,000 compared to $126,000 on December 31, 1997.
At March 31, 1998, the Association's allowance for loan losses
was 234% on non perforning loans compared to 238% at December 31,
1997.
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.
13
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, 1998:
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
-------------- -------------- --------------
Tangible $3,571,000/10.86% $l,316,000/4.00% $2,115,000/6.86%
Core Leverage
Capital $3,571,000/10.86% $1,316,000/4.00% $2,115,000/6.86%
Risk-Based
Capital $3,726,000/26.97% $1,105,000/8.00% $2,621,000/18.97%
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, 1997, and March 31, 1998 were 8.17% and 8.52%,
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, 1998 and 1997 were
$1,472,110 and $1,847,270, respectively. The decrease was
primarily due to the net cash used in investing activities for
loan originations and purchase of mortgage-backed securities.
14
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.
15
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 8, 1998 /s/Charles L. Galligan
------------------------------
Charles L. Galligan, President
and Chief Executive Officer
(Duly Authorized Officer)
Date: May 8, 1998 /s/Betty Jean Parker
--------------------
Betty J. Parker, Treasurer and
Chief Financial Officer