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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from to
Commission File Number 0-23109
Ohio State Financial Services, Inc.
(Exact name of registrant as specified in its charter)
OHIO 31-1529204
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
435 Main Street, Bridgeport, OH 43912
(Address of principal executive offices)
(740) 635-0764
(Registrant's telephone
number, including area code)
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No
As of May 5, 2000, the latest practicable date, 527,134 shares of the
registrant's common stock, without par value, were outstanding.
Transitional Small Business Disclosure Format: Yes X No
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OHIO STATE FINANCIAL SERVICES, INC.
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition (Unaudited)
as of March 31, 2000, and December 31, 1999 3
Consolidated Statements of Operations (Unaudited)
for the Three Months ended March 31, 2000 and 1999 4
Consolidated Statements of Cash Flows (Unaudited)
for the Three Months ended March 31, 2000 and 1999 5
Notes to Unaudited Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Default Upon Senior Securities 11
Item 4. Submissions of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
3
OHIO STATE FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
March 31, December 31,
2000 1999
----------- -----------
ASSETS
Cash and cash equivalents:
Cash and amounts due from banks $ 912,315 $ 918,404
Interest-bearing deposits with other institutions 4,679,660 4,254,713
----------- -----------
Total cash and cash equivalents 5,591,975 5,173,117
Interest bearing time deposits 400,000 400,000
Investment securities:
Available-for-sale (cost approximates market value) 422,300 415,400
Held-to-maturity (market value of $3,811,985
at 3/31/00; and $3,509,472 at 12/31/99) 3,985,170 3,693,836
Loans receivable, net 23,983,705 24,140,672
Office properties and equipment, net 445,507 452,967
Accrued interest receivable, loans and investments
(net of reserve for uncollected interest of $-0-
at 3/31/00; and $-0- at 12/31/99) 114,648 149,114
Other assets 108,329 109,338
----------- -----------
TOTAL ASSETS $35,051,634 $34,534,444
=========== ===========
LIABILITIES
Deposit accounts $26,352,279 $25,540,796
Advances by borrowers for taxes and insurance 107,828 188,561
Accrued interest payable and other liabilities 122,392 129,833
Deferred federal income taxes 71,599 71,599
----------- -----------
TOTAL LIABILITIES 26,654,098 25,930,789
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, 3,000,000 shares authorized, no par
or stated value; 634,168 shares issued; 543,720
outstanding at 3/31/00, 572,337 outstanding at 12/31/99 - -
Additional paid in capital 5,942,981 5,946,184
Treasury stock (90,448 shares at cost as of 3/31/00
and 61,831 shares at cost as of 12/31/99) (1,080,857) (821,072)
Unearned recognition and retention plan shares (RRP) (294,144) (306,449)
Unearned employee stock ownership plan shares (ESOP) (407,808) (429,255)
Retained earnings - substantially restricted 4,237,364 4,214,247
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 8,397,536 8,603,655
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $35,051,634 $34,534,444
=========== ===========
See accompanying notes to the unaudited consolidated financial statements
4
OHIO STATE FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
March 31,
2000 1999
----------- -----------
INTEREST AND DIVIDEND INCOME
Loans $ 446,627 $ 465,748
Mortgage-backed securities 11,432 14,974
Interest-bearing deposits and investment securities 127,811 104,991
Dividends on Federal Home Loan Bank stock 6,969 6,447
----------- -----------
Total interest and dividend income 592,839 592,160
----------- -----------
INTEREST EXPENSE
Savings deposits 253,574 247,518
Notes payable - 8,539
----------- -----------
Total interest expense 253,574 256,057
----------- -----------
NET INTEREST INCOME 339,265 336,103
PROVISION FOR LOAN LOSSES - -
----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 339,265 336,103
----------- -----------
NONINTEREST INCOME
Service charges 2,841 1,753
Other income and fees 10,015 4,381
----------- -----------
Total noninterest income 12,856 6,134
----------- -----------
NONINTEREST EXPENSE
Salaries and benefits 133,883 130,762
Occupancy expense 14,804 14,855
Furniture and equipment expense 6,866 6,901
Federal insurance premium 5,476 6,831
Legal and accounting fees 16,276 27,245
Advertising and public relations 6,914 9,169
Franchise, payroll and other taxes 37,730 39,455
Stationery, printing and office expenses 6,181 15,437
Service bureau expense 15,705 16,652
Other operating expenses 31,916 24,859
----------- -----------
Total noninterest expense 275,751 292,166
----------- -----------
INCOME BEFORE INCOME TAXES 76,730 50,071
PROVISION FOR INCOME TAXES 26,887 18,846
----------- -----------
NET INCOME $ 49,483 $ 31,225
=========== ===========
PER SHARE DATA
Basic $ .10 $ .06
===== =====
Diluted $ .10 $ .06
===== =====
AVERAGE SHARES OUTSTANDING-Basic 498,455 512,135
======= =======
AVERAGE SHARES OUTSTANDING-Diluted 513,418 530,634
======= =======
See accompanying notes to the unaudited consolidated financial statements.
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OHIO STATE FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended
March 31,
2000 1999
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 49,483 $ 31,225
Adjustments:
Depreciation 9,486 9,503
Investment accretion and amortization, net (70) 279
ESOP and RRP amortization 30,549 48,875
Federal Home Loan Bank stock dividends (6,900) (6,400)
Accrued interest receivable and other assets 35,475 (48,350)
Accrued interest payable and other liabilities (7,441) 772
----------- -----------
Net cash provided by operating activities 110,582 35,904
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Term deposits, net - 400,000
Purchase of held to maturity securities (300,000) (2,997,557)
Proceeds from redemptions of mortgage-
backed certificates 8,736 34,587
Net change in loans 156,967 358,935
Acquisition of office properties and equipment (2,026) (12,143)
----------- -----------
Net cash used for investing activities (136,323) (2,216,178)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Payment of dividends (26,366) (40,350)
Short-term borrowings, net - (892,543)
Purchase of treasury stock (259,785) (326,789)
Change in deposits, net 811,483 518,617
Change in mortgage escrow funds, net (80,733) (69,283)
----------- -----------
Net cash provided by (used for)
financing activities 444,599 (810,348)
----------- -----------
Change in cash and cash equivalents 418,858 (2,990,622)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,173,117 5,699,772
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,591,975 $ 2,709,150
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on deposits and borrowings $253,190 $255,435
See accompanying notes to the unaudited consolidated financial statements.
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OHIO STATE FINANCIAL SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of Ohio State Financial Services, Inc.
(the "Company"), includes its wholly-owned subsidiary, Bridgeport Savings and
Loan Association (the "Association"). All significant inter-company balances
and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and, therefore, do
not necessarily include all information that would be included in audited
financial statements. The information furnished reflects all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results of operations. All such adjustments are of a normal recurring nature.
The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.
These statements should be read in conjunction with the consolidated
statements as of and for the year ended December 31, 1999, and related notes
which are included on Form 10-KSB (file no. 0-23109).
NOTE 2 - CONVERSION TO A STOCK FORM OF OWNERSHIP AND FORMATION OF
HOLDING COMPANY
On March 24, 1997, the Board of Directors of the Association approved a plan
of conversion (the "Plan") providing for the conversion of the Association
from a mutual savings and loan association to a capital stock savings and loan
association incorporated under Ohio law (the "Conversion") and the
simultaneous issuance of all of its outstanding stock to a newly-formed
holding company, Ohio State Financial Services, Inc. After approval by the
regulatory authorities and the Association's members, the Conversion was
completed on September 26, 1997. As a result of this transaction, the Company
was formed and the Association became a wholly-owned subsidiary of the
Company.
In connection with the conversion on September 26, 1997, the Company completed
the sale of 634,168 shares of common stock at $10.00 per share. From the
proceeds, $5,916,081 was allocated to additional paid in capital, which is net
of conversion costs of $425,599. The common shares of the Company have no
par or stated value per share. Included in the 634,168 shares were 50,653
acquired by the ESOP.
NOTE 3 - RECENT ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 provides accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, by requiring the recognition of those
items as assets or liabilities in the statement of financial position,
recorded at fair value. SFAS No. 133 precludes a held-to-maturity security
from being designated as a hedge item. However, at the date of initial
application of SFAS No. 133, an entity is permitted to transfer any
held-to-maturity security into the available-for-sale or trading categories.
The unrealized holding gain or loss on such transferred securities shall be
reported consistent with the requirements of SFAS No. 115, "Accounting for
Certain Investment in Debt and Equity Securities." Such transfers do not
raise an issue regarding an entity's intent to hold other debt securities to
maturity in the future. The FASB has also issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities-Deferral of the Effective
date of FASB Statement No. 133." SFAS No. 137 defers the effective date of
SFAS No. 133 to be effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. Earlier adoption is permitted for any fiscal
quarter that begins after the issue date of SFAS No. 133. Management does not
believe the adoption of SFAS No. 133 will have a material impact on the
Company.
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In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale
by a Mortgage Banking Enterprise." SFAS No. 134 amends SFAS No. 65,
"Accounting for Certain Mortgage Banking Activities" and SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities" to require
that after the securitization of mortgage loans held for sale, an entity
engaged in mortgage banking activities classify the resulting mortgage-backed
securities or other retained interests based on its ability and intent to sell
or hold those investments. SFAS No. 134 is effective for the first fiscal
quarter beginning after December 15, 1998, and its adoption did not have a
material impact on the Company.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Comparison of Financial Condition at March 31, 2000, and December 31, 1999
- --------------------------------------------------------------------------
At March 31, 2000, the Company's assets increased by approximately $517,000,
or 1.5%, to $35.0 million from $34.5 million at December 31, 1999. Total cash
and cash equivalents increased by $419,000 to $5.6 million at March 31, 2000,
from $5.2 million at December 31, 1999. This increase represented the inflow
of cash associated with depositors' investment of funds and the decrease in
loan production offset by the purchase of held-to-maturity securities and the
purchase of shares for Treasury. Held-to-maturity securities increased by
approximately $291,000 to $4.0 million at March 31, 2000, from $3.7 million at
December 31, 1999. The increase reflected the purchase of $300,000 United
States Agency obligations offset by the principal reduction of $9,000 in
mortgage-backed certificates. Net loans receivable decreased $157,000 to
$24.0 million at March 31, 2000, from $24.2 million at December 31, 1999. The
decrease was primarily attributable to the $151,000 decrease in consumer
loans.
Deposits increased $812,000, or 3.2%, from $25.5 million at December 31, 1999,
to $26.3 million at March 31, 2000, as a result of an increase in deposit
account interest rates at the Company.
Shareholders' equity decreased $206,000, or 2.4%, to $8.4 million at March 31,
2000, compared to $8.6 million at December 31, 1999. The decrease was
attributable to the use of $260,000 to repurchase shares for Treasury and the
issuance of dividends in the amount of $26,000. Future dividend policies will
be determined by the Board of Directors in light of earnings and financial
condition of the Company, including applicable governmental regulations and
policies. The decrease in shareholders' equity was offset by net income of
approximately $49,000, the recognition of shares in the Employee Stock
Ownership Plan (the "ESOP") amounting to $18,000 and the recognition of shares
in the Recognition and Retention Plan (the "RRP") in the amount of $12,000.
Comparison of Operating Results for the Three Months Ended
- ----------------------------------------------------------
March 31, 2000 and 1999
- -----------------------
NET INCOME. Net income increased $18,000, or 58.5%, from net income of
$31,000 for the three months ended March 31, 1999, compared to net income of
$49,000 for the same period in 2000. The increase in net income was primarily
the result of an increase in net interest income of $3,000, or .9%, an
increase in non-interest income of $7,000, or 109.6%, and a decrease in
non-interest expenses of $16,000, or 5.6%, offset by an increase in the
provision for income taxes of $8,000, or 42.7%.
NET INTEREST INCOME. Net interest income increased $3,000, or .9%, from
$336,000 for the three months ended March 31, 1999, to $339,000 for the three
months ended March 31, 2000. The Company's net yield on interest-earning
assets increased from 4.02% for the three months ended March 31, 1999, to
4.08% for the same period in 2000. Interest and dividend income increased
$1,000, or .1%, from $592,000 for the three months ended March 31, 1999, to
$593,000 for the three months ended March 31, 2000, while interest expense
decreased $2,000, or 1.0%, from $256,000 for the 1999 period to $254,000 for
the 2000 period.
INTEREST AND DIVIDEND INCOME. Total interest and dividend income increased
1,000, or .1%, for the three months ended March 31, 2000, compared to the
same period in 1999. Interest income on investments, including
interest-bearing deposits, increased $23,000, or 21.7%, to $128,000, for the
three months ended March 31, 2000, compared to $105,000 for the 1999 period.
The increase in interest income on investments was directly attributable to the
$340,000 increase in the average balance of investments for the three months
ended March 31, 2000, compared to the 1999 period. Interest income on loans
decreased $19,000, or 4.1%, from $466,000 for the three months ended March 31,
1999, to $447,000 for the three months ended March 31, 2000. The decrease in
interest income on loans was primarily the result of a decline in higher
interest earning consumer loans with an overall decrease in the average
balance of loans in the amount of $417,000. Interest income on
mortgage-backed securities decreased $4,000, or 23.7%, to $11,000, for the
three months ended March 31, 2000, compared to $15,000 for the 1999 period.
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INTEREST EXPENSE. Total interest expense decreased by $2,000, or 1.0%, from
the 1999 period to the 2000 period. Interest expense on notes payable
decreased in the amount of $8,000. The interest was fully expended during the
three months ended March 31, 1999, on the outstanding note payable balance
existing at December 31, 1998. Interest expense on notes payable was not
incurred during the three months ended March 31, 2000, since there were no
borrowed funds during the period. Interest expense on deposit accounts
increased $6,000, or 2.5%, from $248,000 for the three months ended March 31,
1999, to $254,000 for the three months ended March 31, 2000. The
Association's cost of deposit funds increased from 3.86% for the three months
ended March 31, 1999, to 3.93% for the 2000 period, while average outstanding
deposits increased $254,000, or 1.0%, from $25.6 million for the period ended
March 31, 1999, to $25.9 million for the period ended March 31, 2000. The
increase in the average balance of deposits was the result of customers
investing funds in certificates of deposit whose interest rates are higher
than alternative investment products.
PROVISION FOR LOAN LOSSES. No provisions for losses on loans were made for
the three months ended March 31, 2000 and 1999. Management judges the
adequacy of the allowance for loan losses and any additions to it based on a
level which is deemed adequate to absorb credit losses inherent in the loan
portfolio. The amount of the allowance is based on management's evaluation of
the collectibility of the loan portfolio, including the nature of the
portfolio, credit concentrations, trends in historical loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral,
and current economic conditions. Based on management's evaluation, the amount
of the allowance was deemed adequate with no additional provision necessary.
Although management believes that its loan loss allowance at March 31, 2000,
is adequate based upon the available facts and circumstances, there can be no
assurance that additions to such allowance will not be necessary in future
periods, which could adversely affect the Company's results of operations.
NONINTEREST INCOME. Noninterest income increased $7,000, or 109.6%, from
$6,000 for the three months ended March 31, 1999, to $13,000 for the three
months ended March 31, 2000. The increase was the direct result of a
nonrecurring item included in other income and fees for the three months ended
March 31, 2000.
NONINTEREST EXPENSE. Noninterest expense decreased $16,000, or 5.6%, from
$292,000 for the three months ended March 31, 1999, to $276,000 for the 2000
period. The decrease in noninterest expense was partly attributable to a
decrease in legal and accounting fees of $11,000, or 40.3%, from $27,000 for
March 31, 1999, to $16,000 for March 31, 2000, due to a decrease in expenses
related to public filings. Stationery, printing, and office expenses
decreased $9,000, or 59.7%, from $15,000 for March 31, 1999, to $6,000 for
March 31, 2000, due to the lapse of the Year 2000 risk. Other operating
expenses increased by $7,000, or 28.4%, from $25,000 for March 31, 1999, to
$32,000 for March 31, 2000, due to an increase in charges related to the
purchase of shares for Treasury and an increase in educational convention
expenses.
INCOME TAXES. The provision for income taxes totaled $27,000 for the three
months ended March 31, 2000, an increase of $8,000, or 42.7%, from the $19,000
in the same 1999 period, due to an increase in pretax income.
Liquidity and Cash Flows
- ------------------------
The Association's primary sources of funds are deposits, amortization, and
prepayment of loans, maturities of investment securities, and funds provided
from operations. While scheduled loan repayments are a relatively predictable
source of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions, and competition. In addition,
the Association invests excess funds in overnight deposits which provide
liquidity to meet lending requirements.
The Association has other sources of liquidity if a need for additional funds
arises. Additional sources of funds include Federal Home Loan Bank ("FHLB")
of Cincinnati advances. At March 31, 2000, the Association's borrowing
capacity from the FHLB totaled approximately $8.1 million, of which there were
no advances outstanding.
As of March 31, 2000, the Association had $577,000 in outstanding mortgage and
construction loan commitments.
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Management believes that it has adequate sources to meet the actual funding
requirements.
Management monitors the Association's tangible, core, and risk-based capital
ratios in order to assess compliance with the Office of Thrift Supervision
(the "OTS") relations. At March 31, 2000, the Association exceeded the
minimum capital ratio requirements imposed by the OTS.
At March 31, 2000, the Association's capital ratios were as follows:
Association
Requirement Actual
----------- ------
Tangible capital 1.50% 18.30%
Core capital 3.00% 18.30%
Risk-based capital 8.00% 37.42%
Risk Elements
- -------------
Nonperforming assets include nonaccrual loans, renegotiated loans, loans 90
days or more past due, other real estate loans, and repossessed assets. A
loan is classified as nonaccrual when, in the opinion of management, there are
serious doubts about the collectibility of interest and principal. Once the
accrual of interest is discontinued, future income is recognized only when
cash is received. Renegotiated loans are those loans which terms have been
renegotiated to provide a reduction or deferral of principal or interest as a
result of the deterioration of the financial condition of the borrower. There
were no nonperforming loans nor nonperforming assets outstanding as of March
31, 2000, and December 31, 1999.
Management believes the level of the allowance for loan losses at March 31,
2000, is sufficient; however, there can be no assurance that the current
allowance for loan losses will be adequate to absorb all future loan losses.
The relationship between the allowance for loan losses and outstanding loans
is a function of the credit quality and known risk attributed to the loan
portfolio. The ongoing loan review program and the credit approval process is
used to determine the adequacy of the allowance for loan losses.
11
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
(a) List of Exhibits:
27. Financial Data Schedule (Electronic Filing Only)
99. Independent Accountant's Report
(b) None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OHIO STATE FINANCIAL SERVICES, INC.
Date: May 5, 2000 By: /s/ Jon W. Letzkus
-------------------------------------
Jon W. Letzkus
President and Chief Executive Officer
(Duly Authorized)
Date: May 5, 2000 By: /s/ Jon W. Letzkus
-------------------------------------
Jon W. Letzkus
President and Chief Executive Officer
(Principal Executive Officer)
(Principal Financial and Accounting
Officer-pro tempore)