SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from __________ to __________
Commission File No. 0-27714
Crazy Woman Creek Bancorp Incorporated
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(Exact name of registrant as specified in its charter)
Wyoming 83-0315410
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 Fort Street, Buffalo, Wyoming 82834
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(Address of principal executive offices)
(307) 684-5591
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Sections
13 or 15(d) of the 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. Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Class: Common Stock, par value $.10 per share
Outstanding at January 29, 1997: 1,005,100
Transitional Small Business Disclosure Format (check one): Yes No X
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<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED
INDEX TO FORM 10-QSB
Page
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PART I FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Statements of Financial Condition at December
31, 1996 (unaudited) and September 30, 1996 (audited)....... 1
Consolidated Statements of Income for the three months
ended December 31, 1996 and 1995 (unaudited)................ 2
Consolidated Statements of Cash Flows for the three months
ended December 31, 1996 and 1995 (unaudited)................ 3
Notes to Unaudited Interim Consolidated Financial
Statements.................................................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 6
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings........................................... 12
Item 2. Changes in Securities....................................... 12
Item 3. Defaults upon Senior Securities............................. 12
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 5. Other Information........................................... 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
SIGNATURES
<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
------------ -------------
(unaudited) (audited)
Assets
<S> <C> <C>
Cash and cash equivalents ......................................................... $ 992 $ 451
Interest bearing time deposits .................................................... 99 99
Investment and mortgage-backed securities available-for-sale ...................... 13,695 13,365
Investment and mortgage-backed securities held-to-maturity
(estimated market value of $9,809 in December 1996 and $10,181 in September 1995) 9,831 10,303
Stock in Federal Home Loan Bank of Seattle, at cost ............................... 408 400
Loans receivable, net ............................................................. 26,637 25,859
Accrued interest receivable ....................................................... 418 496
Real estate owned ................................................................. -- --
Premises and equipment, net ....................................................... 484 502
Other assets ...................................................................... 29 42
-------- --------
Total assets .................................................................. $ 52,593 $ 51,517
======== ========
Liabilities and Stockholders' Equity
Liabilities
Deposits ........................................................................ 29,069 29,371
Advances from Federal Home Loan Bank ............................................ 7,485 6,113
Advances from borrowers for taxes and insurance ................................. 10 53
Federal income tax payable ...................................................... 45 15
Deferred income taxes ........................................................... 116 81
Dividends payable ............................................................... 106 106
Accrued expenses and other liabilities .......................................... 110 270
-------- --------
Total liabilities ............................................................. 36,941 36,009
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Stockholders' equity
Preferred stock, par value $.10 per share, 2,000,000 shares authoriz$d; ......... -- $ --
none issued and outstanding
Common stock, par value $.10 per share, 5,000,000 shares authorized;
1,058,000 issued and outstanding at December 31, 1996 ......................... 106 106
Additional paid-in surplus ...................................................... 10,029 10,027
Retained earnings, substantially restricted ..................................... 6,120 6,058
Unrealized gain(loss) on securities available-for-sale .......................... 3 (66)
Less stock acquired by ESOP ..................................................... (606) (617)
-------- --------
Total stockholders' equity .................................................... 15,652 15,508
-------- --------
Total liabilities and stockholders' equity .................................... $ 52,593 $ 51,517
======== ========
</TABLE>
See notes to unaudited interim consolidated financial statements.
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<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
Consolidated Statements of Income
Three Months Ended
December 31,
-------------------
1996 1995
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(Unaudited)
Interest Income: (Dollars in Thousands except
earnings per share)
Loans receivable ........................................ $ 552 $510
Mortgage-backed securities .............................. 161 84
Investment securities ................................... 236 113
Interest bearing time deposits .......................... 1 9
Other ................................................... 12 15
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Total interest income ................................ 962 731
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Interest expense:
Deposits ................................................ 355 362
Advances from FHLB of Seattle ........................... 102 44
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Total interest expense ............................... 457 406
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Net interest income .................................. 505 325
Provision for loan losses (loan loss benefit) ............. -- --
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Net interest income after provision for loan loses.... 505 325
Non-interest income:
Customer service charges ................................ 9 10
Other operating income .................................. 7 9
Gain on sale of investment and mortgage-backed securities 12
Gain on sale of other real estate owned ................. -- 14
----- ----
Total non-interest income ............................ 16 45
Non-interest expense:
Compensation and benefits ............................... 125 100
Occupancy and equipment ................................. 32 22
FDIC/SAIF deposit insurance premiums .................... 16 16
Advertising ............................................. 11 8
Data processing services ................................ 25 21
Other ................................................... 68 37
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Total non-interest expense ........................... 277 204
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Income before income taxes ........................... 244 166
Income tax expense ........................................ 83 57
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Net income ........................................... $ 161 $109
===== ====
Dividends declared per common share ....................... $0.10 N/A
===== ====
Earnings per common share ................................. $0.16 N/A
===== ====
See notes to unaudited interim consolidated financial statements.
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<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1996 1995
(In Thousands)
Cash flows from operating activities: (Unaudited)
<S> <C> <C>
Net income ......................................................................... $ 161 $ 109
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses (loan loss benefit) .................................... -- --
Federal Home Loan Bank stock dividend ............................................ (8) (7)
Depreciation ..................................................................... 23 15
Gain on sale of investment and mortgage-backed securities held-to-maturity ....... (12)
Gain on sale of other real estate owned .......................................... -- (14)
ESOP shares committed to be released ............................................. 13 --
Change in:
Accrued interest receivable .................................................. 78 24
Other assets ................................................................. 13 (55)
Federal income taxes payable ................................................. 30 24
Accrued expenses and other liabilities ....................................... (160) (26)
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Net cash provided by operating activities ................................. 150 58
Cash flows from investing activities:
Net change in interest bearing deposits ............................................ -- 99
Purchases of investment and mortgage-backed securities available-for-sale........... (2,205) --
Maturities of investment and mortgage-backed securities available-for-sale.......... 1,979 8
Purchases of investment and mortgage-backed securities held-to-maturity ............ (2,410)
Maturities of investment and mortgage-backed securities held-to-maturity............ 472 2,700
Proceeds from the sale of investment and mortgage-backed securities held-to-maturity 271
Net change in loans receivable ..................................................... (778) (555)
Purchases of premises and equipment ................................................ (5) (8)
Proceeds from sale of other real estate owned ...................................... -- 69
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Net cash used in investing activities ............................................ (537) 174
Cash flows from financing activities:
Net change in deposits ............................................................. (302) 597
Net changes in advances from Federal Home Loan Bank ................................ 1,372 (353)
Net change in advances from borrowers for taxes and insurance ...................... (43) (30)
Dividends paid to stockholders ..................................................... (99) --
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Net cash provided in financing activities ........................................ 928 214
------- -------
Net increase (decrease) in cash and cash equivalents ................................. 541 446
Cash and cash equivalents at beginning of year ....................................... 451 268
------- -------
Cash and cash equivalents at end of period ........................................... $ 992 $ 714
======= =======
</TABLE>
See notes to unaudited interim consolidated financial statements
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<PAGE>
Notes to Unaudited Interim Consolidated Financial Statements
December 31, 1996
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, the reader should refer to the
annual report of Crazy Woman Creek Bancorp Incorporated (the "Corporation").
The accompanying consolidated financial statements include the accounts of the
Corporation and Buffalo Federal Savings Bank (the "Bank"), a wholly owned
subsidiary of the Corporation. All significant intercompany balances and
transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentations have been included. The
results of operations for the interim periods ended December 31, 1996 and 1995
are not necessarily indicative of the results which may be expected for an
entire year or any other period.
NOTE 2: CONVERSION FROM MUTUAL SAVINGS BANK TO STOCK SAVINGS
BANK AND FORMATION OF SAVINGS AND LOAN HOLDING COMPANY
On March 29, 1996, the Bank consummated its conversion from a
federally-chartered mutual savings and loan association to a stock savings bank
pursuant to a Plan of Conversion (the "Conversion") via the issuance of common
stock. In connection with the Conversion, the Corporation sold 1,058,000 shares
of common stock which, after giving effect to offering expenses of $410,000,
resulting in net proceeds of $10.13 million ($9.49 million net of ESOP
purchases). Pursuant to the Conversion, the Bank transferred all of its
outstanding shares to its newly organized holding company, the Corporation, in
exchange for 50% of the net proceeds.
Upon consummation of the Conversion, the preexisting liquidation rights of the
depositors of the Bank were unchanged. Specifically, such rights were retained
and will be accounted for by the Bank for the benefit of such depositors in
proportion to their liquidation interests as of the Eligibility Record Date
(November 15, 1994) and Supplemental Eligibility Record Date
(December 31, 1995).
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<PAGE>
NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS
In June 1996, the FASB issued Statement 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." Statement No.
125 provides guidance on accounting for transfers and servicing of financial
assets, recognition and measurement of servicing assets and liabilities,
financial assets subject to prepayment, secured borrowings and collateral, and
extinguishment of liabilities.
Statement No. 125 generally requires the Corporation to recognize as separate
assets the rights to service mortgage loans for others, whether the servicing
rights are acquired through purchases or loan originations. Servicing rights are
initially recorded at fair value based upon the present value of estimated
future cash flows. Subsequently, the servicing rights are assessed for
impairment, which is recognized in the statement of earnings in the period the
impairment occurs. For purposes of performing the impairment evaluation, the
related portfolio must be stratified on the basis of certain risk
characteristics including loan type and note rate. Statement No. 125 also
specifies that financial assets subject to prepayment, including loans that can
be contractually prepaid or otherwise settled in such a way that the holder
would not recover substantially all of its recorded investment be measured like
debt securities available-for-sale or trading securities under Statement No.
115. The Corporation intends to adopt the provisions of Statement No. 125 on
January 1, 1997, and management expects adoption will not have a material effect
on the financial position or operations of the Corporation.
NOTE 4: EARNINGS PER SHARE
Earnings per common share is calculated by dividing net income by the weighted
average number of common shares and common stock equivalents outstanding during
the period. Shares sold in the conversion from mutual to stock ownership on
March 29, 1996, are assumed to have been outstanding for all of fiscal year
1996, for purposes of computing weighted average shares outstanding.
Additionally, unallocated ESOP shares are excluded from the weighted average
common shares outstanding calculation, while allocated shares are considered to
be outstanding. At December 31, 1996, there were 3,429 allocated ESOP shares.
The weighted average shares outstanding was computed at 995,905, net of weighted
average unallocated ESOP shares (62,095).
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
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The Corporation is a unitary savings and loan holding company of the Bank. At
the present time, the Corporation's only assets are its investment in the Bank,
loans to the Bank's Employee Stock Option Plan ("ESOP") and the Bank. The Bank
operates as a traditional savings association, attracting deposit accounts from
the general public and using those deposits, together with other funds,
primarily to originate and invest in fixed-rate conventional loans secured by
single-family residential real estate. The Bank also originates home equity
loans, consumer loans and loans secured by savings accounts. The Bank also
invests in mortgage-backed securities and short-term U.S. Agency securities. To
a lesser extent, the Bank originates commercial real estate loans and business
loans.
The Bank's net earnings are dependent primarily on its net interest income,
which is the difference between interest income earned on its interest-earning
assets and interest expense paid on interest-bearing liabilities. Net interest
income is determined by (i) the difference between yields earned on
interest-earning assets and rate paid on interest-bearing liabilities (interest
rate spread) and (ii) the relative amounts of interest-earning assets and
interest-bearing liabilities. The Bank's interest rate spread is affected by
regulatory, economic and competitive factors that influence interest rates, loan
demand and deposit flows. To a lesser extent, the Bank's net earnings also are
affected by the level of non-interest income, which primarily consists of
service charges and other operating income. In addition, net earnings are
affected by the level of non-interest (general and administrative) expenses.
FINANCIAL CONDITION
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Total assets increased by $1.07 million or 2.1% from $51.52 million at September
30, 1996 to $52.59 million at December 31, 1996. Asset growth was attributed to
a $778,000 increase in net loans receivable, a $541,000 increase in cash and
cash equivalents, and a $330,000 increase in investment securities available for
sale. Asset growth was somewhat offset by a $472,000 decline in investment
securities held to maturity.
Asset growth was primarily funded through additional advances from the Federal
Home Loan Bank of Seattle ("FHLB") and retained earnings. FHLB advances
increased by $1.38 million from $6.11 million at September 30, 1996 to $7.49
million at December 31, 1996. Meanwhile, total deposits declined by $302,000
from $29.37 million at September 30, 1996 to $29.07 million at December 31,
1996.
Total stockholders' equity increased by $144,000 as a result of continued
earnings and due to an improvement in the market value of investment securities
available for sale. The increase in stockholders' equity was reduced by a $.10
per share dividend that was declared in December, 1996.
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<PAGE>
ASSET QUALITY
- -------------
Non-performing loans totaled $90,000 at December 31, 1996 or 0.17% of total
assets. This compares to $32,000 at September 30, 1996, or 0.06% of total
assets. Non-performing loans were comprised of two residential loans and six
consumer loans.
RESULTS OF OPERATIONS
- ---------------------
Comparison of Three Months Ended December 31, 1996 and 1995.
------------------------------------------------------------
Net Income. The Corporation reported net income of $161,000 for the three months
ended December 31, 1996 as compared to $109,000 for the three months ended
December 31, 1995. Net income was higher for the three months ended December 31,
1996 than the same period in 1995 primarily as a result of an increase in
average earning assets. The increase in average earning assets was primarily
funded by the $9.49 million in net proceeds received from the Corporation's
initial stock offering that was completed on March 29, 1996. Net income for the
three months ended December 31, 1995 included $26,000 in gains from the sale of
a repossessed home and certain mortgage-backed securities.
Interest Income. Total interest income increased by $231,000 or 31.6% from
$731,000 for the three months ended December 31, 1995 to $962,000 for the three
months ended December 31, 1996. The increase is primarily attributed to an
increase in average earning assets from $36.88 million for the three-month
period ended December 31, 1995 to $51.36 million for the three month-period
ended December 31, 1996. This increase in volume caused interest income to
increase by $261,000 for the periods covered. The increase in interest income
caused by the increase in the volume of average earning assets was offset by a
decline in the yield of average earning assets for the periods covered. The
yield on average earning assets declined from 7.93% for the three months ended
December 31, 1995 to 7.49% for the three months ended December 31, 1996. The
decline can be attributed to a general decrease in the yield on loans originated
and the yield on investment securities purchased for the three-month period
ended December 31, 1995 compared to the three-month period ended December 31,
1996.
Interest Expense. Interest expense increased by $51,000 from $406,000 for the
three months ended December 31, 1995 to $457,000 for the three months ended
December 31, 1996. The increase in interest expense was due, in part, to an
increase in the volume of average FHLB advances. Average FHLB advances increased
from $2.98 million for the three-month period ended December 31, 1995 to $7.23
million for the three-month period ended December 31, 1996. A decline in the
cost of funds from 5.18% for the three months ended December 31, 1996 to 5.08%
caused interest expense to decrease by $14,000 for the periods covered.
Provisions for Credit Losses. There were no provisions for loan losses for
either the three months ended December 31, 1996 or 1995. There were also no
credit losses during those periods. In determining the provisions for loan
losses, management analyzes, among other things, the composition of the Bank's
loan portfolio, market conditions and the Bank's market area. Management has
determined that the reserve for loan losses was adequate to cover any
anticipated credit losses. There can be no assurance that the reserve for loan
losses will be
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<PAGE>
adequate to cover losses, which may in fact be realized in the future and that
additional provisions will not be required.
Net Interest Income. Net interest income increased by $180,000 from $325,000 for
the three months ended December 31, 1995 to $505,000 for the three months ended
December 31, 1996 primarily as a result of an increase in average earning
assets. The ratio of average interest-earning assets to average interest-bearing
liabilities for the three months ended December 31, 1996 was 142.65% compared to
117.65% for the same period in 1995.
Net interest margin improved from 3.53% for the three months ended December 31,
1995 to 3.93% for the three months ended December 31, 1996 primarily as a result
of the increase in average earning assets.
Total Non-interest Income. Total non-interest income declined by $29,000 from
$45,000 for the three months ended December 31, 1996 to $16,000 for the three
months ended December 31, 1995. Most of the decline was caused by a $26,000
reduction in gains from the sale of other real estate owned and mortgage-backed
securities that were taken during the three months ended December 31, 1995. No
such gains occurred for the three months ended December 31, 1996. The balance of
the decline was attributed to a drop in customer service charges and other
operating income.
Total Non-interest Expense. Total non-interest expense increased by $73,000 from
$204,000 for the three months ended December 31, 1995 to $277,000 for the three
months ended December 31, 1996 primarily as a result of an increase in
compensation expense and costs associated with being a public company.
Compensation expense increased by $25,000 from $100,000 for the three months
ended December 31, 1995 to $125,000 for the three months ended December 31,
1996. The increase in compensation expense was primarily attributed to expenses
associated with the Bank's ESOP and the Corporation's Management Stock Bonus
Plan ("MSBP"); the MSBP was approved by the majority of stockholders at a
special meeting held on October 2, 1996. The increase in compensation was also
caused by general employee pay increases and the hiring of an additional
employee.
Other operating expenses increased by $31,000 from $37,000 for the three months
ended December 31, 1995 to $68,000 for the three months ended December 31, 1996
as a result of increased legal fees and other costs associated with being a
public company. Legal fees totaled $19,000 for the three months ended December
31, 1996 compared to $1,000 for the same period in 1995. Legal fees included
work done on the ESOP and MSBP, Securities and Exchange Commission annual
reporting douments, the special stockholders' meeting conducted on October 2,
1996 and other related items. These costs are expected to decline in the future.
The balance of other operating expenses were comprised of corporate state taxes,
proxy solicitation fees and other costs related to being a public company.
Occupancy and equipment costs were $10,000 higher in 1996 than in 1995 primarily
due to an increase in depreciation expense. In calendar year 1996, management
adopted an IRS tax ruling that allows a company to increase its depreciation of
certain assets in a given tax period. There were no significant changes to the
other components of non-interest operating expenses for the periods covered.
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<PAGE>
Provision for Income Taxes. The effective tax rate for the three months ended
December 31, 1996 and 1995 was 34.02% and 34.34%, respectively.
CAPITAL COMPLIANCE AND LIQUIDITY
- --------------------------------
Capital Compliance. The following table presents the Bank's compliance with its
regulatory capital requirements of December 31, 1996.
At December 31, 1996
----------------------
Percentage
Amount of Assets
-------- ----------
(Dollars in Thousands)
GAAP Capital............................... $10,747 20.43%
Tangible capital........................... $10,743 20.43%
Tangible capital requirement............... 789 1.50%
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Excess..................................... $ 9,954 18.93%
======= =====
Core capital............................... $10,743 20.43%
Core capital requirements.................. 1,578 3.00%
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Excess..................................... $ 9,165 17.43%
======= =====
Total risk-based capital (1)............... $11,007 52.00%
Total risk-based capital requirement (1)... 1,693 8.00%
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Excess (1)................................. $ 9,314 44.00%
======= =====
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(1) Based on risk-weighted assets of $21,166.
Management believes that under current regulations, the Bank will continue to
meet its minimum capital requirements in the foreseeable future. Events beyond
the control of the Bank, such as increased interest rates or a downturn in the
economy in areas in which the Bank operates could adversely affect future
earnings and, as a result, the ability of the Bank to meet its future minimum
capital requirements. Increased borrowings were necessary to meet the increased
loan demand.
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<PAGE>
Liquidity. The Bank's liquidity is a measure of its ability to fund loans, pay
withdrawals of deposits, and other cash outflows in an efficient, cost effective
manner. The Bank's primary source of funds are deposits and scheduled
amortization and prepayment of loans. During the past several years, the Bank
has used such funds primarily to fund maturing time deposits, pay savings
withdrawals, fund lending commitments, purchase new investments, and increase
liquidity. The Bank funds most of its its operations internally but supplements
with borrowed funds from the FHLB of Seattle. As of December 31, 1996, such
borrowed funds totaled $7.49 million. Loan payments and maturing investments are
greatly influenced by general interest rates, economic conditions and
competition.
The Bank is required under federal regulations to maintain certain specified
levels of "liquid investments," which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 5% of its net withdrawable accounts
plus short-term borrowings. Short-term liquid assets must consist of not less
than 1% of such accounts and borrowings, which amount is also included within
the 5% requirement. Those levels may be changed from time to time by the
regulators to reflect current economic conditions. The Bank has generally
maintained liquidity far in excess of regulatory requirements. The Bank's
regulatory liquidity was 21.84% and 18.31% at December 31, 1996 and 1995,
respectively, and its short term liquidity was 2.65% and 2.64%, at such dates,
respectively.
The amount of certificate accounts which are scheduled to mature during the
twelve months ending December 31, 1997 is approximately $12.57 million. To the
extent that these deposits do not remain at the Bank upon maturity, the Bank
believes that it can replace these funds with deposits, excess liquidity, FHLB
advances or outside borrowings. It has been the Bank's experience that a
substantial portion of such maturing deposits remain at the Bank.
At December 31, 1996, the Bank had loan commitments outstanding of $623,000.
Funds required to fill these commitments are derived primarily from current
excess liquidity, deposit inflows or loan and investment and mortgage-backed
security repayments.
IMPACT OF INFLATION AND CHANGING PRICES
- ---------------------------------------
The consolidated financial statements of the Corporation and notes thereto,
presented elsewhere herein, have been prepared in accordance with GAAP, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time due to inflation. The impact of inflation is reflected
in the increased cost of the Corporation's operations. Unlike most industrial
companies, nearly all the assets and liabilities of the Corporation are
financial. As a result, interest rates have a greater impact on the
Corporation's performance than do the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or to the same
extent as the prices of goods and services.
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<PAGE>
KEY OPERATING RATIOS
- --------------------
Three Months Ended
December 31,
1996 (1) 1995 (1)
-------- --------
(Dollars in Thousands,
except per share data)
(Unaudited)
Return on average assets.................... 1.23% 1.15%
Return on average equity.................... 4.12% 7.32%
Interest rate spread........................ 2.42% 2.75%
Net interest margin......................... 3.93% 3.53%
Noninterest expense to average assets....... 2.11% 2.35%
Net charge-offs to average outstanding loans 0.04% (0.02%)
At At
December 31, September 30,
1996 1995
------ -----
Nonaccrual and 90 days past due loans................. 90 32
Repossessed real estate............................... 0 0
Total nonperforming assets.......................... 90 32
Allowance for credit losses to nonperforming assets... 337.78% 862.50%
Nonperforming loans to total loans.................... 0.34% 0.12%
Nonperforming assets to total assets.................. 0.17% 0.06%
Book value per share (2)(3)........................... $14.79 N/A
- ----------------
(1) The ratios for the three-month periods are annualized.
(2) There were no shares outstanding prior to consummation of the Corporation's
initial public offering on March 29, 1996.
(3) The number of shares outstanding as of December 31, 1996 was 1,058,000.
This includes shares purchased by the ESOP.
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<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
Neither the Corporation nor the Bank was engaged in any legal
proceeding of a material nature at December 31, 1996. From time to
time, the Corporation is a party to legal proceedings in the
ordinary course of business wherein it enforces its security
interest in loans.
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
---------------------------------------------------
A special meeting of stockholders of the Corporation was held on
October 2, 1996, and the following items were presented:
Approval of the Crazy Woman Creek Bancorp Incorporated 1996 Stock
Option Plan. Pursuant to the Option Plan, a number of additional
authorized shares equal to up to 10% of the Common Stock issued in
the Conversion will be reserved for issuance by the Corporation upon
exercise of stock options to be granted to officers, directors and
employees of the Corporation and Bank from time to time under the
Option Plan. The vote on the Stock Option Plan was 588,858 in favor,
203,603 against, and 30,358 abstained.
Approval of the Buffalo Federal Savings Bank MSBP. The Bank
contributed sufficient funds to the MSBP to purchase Common Stock
representing 4% of the aggregate number of shares issued in the
Conversion. Awards under the MSBP will be granted at no cost to the
recipients and will be made in recognition of prior and expected
future services to those executive officers and key employees of the
Bank responsible for implementation of the policies adopted by the
Board of Directors, the profitable operation of the Bank, and as a
means of providing a further retention incentive and direct link
between compensation and the
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<PAGE>
profitability of the Bank. The vote on the MSBP was 687,616 in favor,
106,316 against, and 30,358 abstained.
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 Financial Data Schedule*
(b) Reports on Form 8-K
None.
- -----------------------
* Only included in electronic filing.
- 13 -
<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
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.
CRAZY WOMAN CREEK BANCORP INCORPORATED
Date: February 3, 1997 By: /s/ Deane D. Bjerke
-------------------
Deane D. Bjerke
President and
Chief Executive Officer
(Principal Executive Officer)
Date: February 3, 1997 By: /s/ Dalen C. Slater
-------------------
Dalen C. Slater
Senior Vice President and Chief Financial
Officer
(Principal Accounting and Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE REGISTRANT'S FORM 10-QSB FOR
THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 76
<INT-BEARING-DEPOSITS> 1,015
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,695
<INVESTMENTS-CARRYING> 9,831
<INVESTMENTS-MARKET> 9,809
<LOANS> 26,637
<ALLOWANCE> 286
<TOTAL-ASSETS> 52,593
<DEPOSITS> 29,069
<SHORT-TERM> 6,285
<LIABILITIES-OTHER> 387
<LONG-TERM> 1,200
0
0
<COMMON> 106
<OTHER-SE> 15,546
<TOTAL-LIABILITIES-AND-EQUITY> 52,593
<INTEREST-LOAN> 552
<INTEREST-INVEST> 397
<INTEREST-OTHER> 13
<INTEREST-TOTAL> 962
<INTEREST-DEPOSIT> 355
<INTEREST-EXPENSE> 457
<INTEREST-INCOME-NET> 505
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 277
<INCOME-PRETAX> 244
<INCOME-PRE-EXTRAORDINARY> 161
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 161
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
<YIELD-ACTUAL> 3.93
<LOANS-NON> 90
<LOANS-PAST> 90
<LOANS-TROUBLED> 0
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<ALLOWANCE-OPEN> 276
<CHARGE-OFFS> 0
<RECOVERIES> 10
<ALLOWANCE-CLOSE> 286
<ALLOWANCE-DOMESTIC> 286
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
