FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 0-27916
FFD FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-1921148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
321 North Wooster Avenue
Dover, Ohio 44622
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (330) 364-7777
Check whether the issuer (1) has filed all reports required to be filed by
Section 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
As of November 10, 1997, the latest practicable date, 1,444,750 shares of the
registrant's common stock, without par value, were issued and outstanding.
Page 1 of 14 pages
<PAGE>
INDEX
Page
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
PART II - OTHER INFORMATION 13
SIGNATURES 14
2
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
September 30, June 30,
<S> <C> <C>
ASSETS 1997 1997
Cash and due from banks ................................................................ $ 647 $ 533
Interest-bearing deposits in other financial institutions .............................. 1,985 3,547
------- -------
Cash and cash equivalents ..................................................... 2,632 4,080
Investment securities available for sale - at market ................................... 8,428 9,924
Investment securities - at amortized cost, approximate
market value of $1,480 and $1,459 as of
September 30, 1997 and June 30, 1997 ................................................. 1,471 1,469
Mortgage-backed securities - at amortized cost, approximate
market value of $7,208 and $7,304 as of
September 30, 1997 and June 30, 1997 ................................................. 7,015 7,165
Mortgage-backed securities designated as available for sale - at market ................ 7,643 7,944
Loans receivable - net ................................................................. 58,810 55,504
Office premises and equipment - at depreciated cost .................................... 1,037 865
Federal Home Loan Bank stock - at cost ................................................. 654 642
Accrued interest receivable ............................................................ 349 267
Prepaid expenses and other assets ...................................................... 181 140
------- -------
Total assets .................................................................. $88,220 $88,000
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits ............................................................................... $57,280 $57,090
Advances from the Federal Home Loan Bank ............................................... 8,281 8,382
Accrued interest payable ............................................................... 75 82
Other liabilities ...................................................................... 459 340
Accrued federal income taxes ........................................................... 491 609
Deferred federal income taxes .......................................................... 161 17
-------- ---------
Total liabilities ............................................................. 66,747 66,520
Shareholders' equity
Preferred stock - authorized 1,000,000 shares without par
value; no shares issued ............................................................ - -
Common stock - authorized 5,000,000 shares without par or
stated value, 1,454,750 shares issued and outstanding .............................. - -
Additional paid-in capital ........................................................... 14,137 14,137
Retained earnings .................................................................... 9,072 8,957
Unrealized gains on securities designated as available for sale,
net of related tax effects ......................................................... 52 20
Shares acquired by Employee Stock Ownership Plan ..................................... (1,634) (1,634)
Treasury stock, 10,000 shares - at cost .............................................. (154) -
------- ------
Total shareholders' equity .................................................... 21,473 21,480
------ ------
Total liabilities and shareholders' equity .................................... $88,220 $88,000
====== ======
</TABLE>
3
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30,
(In thousands, except share data)
<S> <C> <C>
1997 1996
Interest income
Loans ......................................................... $1,090 $ 909
Mortgage-backed securities .................................... 260 293
Investment securities and interest-bearing
deposits and other .......................................... 215 218
------ ------
Total interest income .................................. 1,565 1,420
Interest expense
Deposits ...................................................... 692 638
Borrowings .................................................... 121 107
------ ------
Total interest expense ................................. 813 745
------ ------
Net interest income .................................... 752 675
Other operating income .......................................... 12 10
General, administrative and other expense
Employee compensation and benefits ............................ 206 206
Occupancy and equipment ....................................... 36 22
Federal deposit insurance premiums ............................ 12 362
Franchise taxes ............................................... 40 31
Other operating ............................................... 131 98
------ ------
Total general, administrative and other expense ........ 425 719
------ ------
Earnings (loss) before income taxes (credits) .......... 339 (34)
Federal income taxes (credits)
Current ....................................................... (13) (10)
Deferred ...................................................... 128 (2)
------ -------
Total federal income taxes (credits) ................... 115 (12)
------ -------
NET EARNINGS (LOSS) .................................... $ 224 $ (22)
====== =======
EARNINGS (LOSS) PER SHARE .............................. $.17 $(.02)
=== ====
</TABLE>
4
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
<S> <C> <C>
1997 1996
Cash flows from operating activities:
Net earnings (loss) for the period ................................... $ 224 $ (22)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Amortization of discounts and premiums on loans,
investments and mortgage-backed securities - net ................. 8 2
Amortization of deferred loan origination fees ..................... (21) (16)
Depreciation and amortization ...................................... 19 11
Federal Home Loan Bank stock dividends ............................. (12) (11)
Increase (decrease) in cash due to changes in:
Accrued interest receivable ...................................... (82) (144)
Prepaid expenses and other assets ................................ (41) 17
Accrued interest payable ......................................... (7) 50
Other liabilities ................................................ 119 414
Federal income taxes
Current ........................................................ (118) (57)
Deferred ....................................................... 128 (2)
-------- --------
Net cash provided by operating activities ..................... 217 242
Cash flows provided by (used in) investing activities:
Purchase of investment securities .................................... (11,175) -
Proceeds from maturities of investment securities .................... 12,679 -
Purchase of mortgage-backed securities ............................... - (4,737)
Principal repayments on mortgage-backed securities ................... 481 850
Loan principal repayments ............................................ 2,739 2,383
Loan disbursements ................................................... (6,024) (3,756)
Purchase of office premises and equipment ............................ (191) (117)
-------- ------
Net cash used in investing activities ......................... (1,491) (5,377)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts ..................................... 190 1,298
Proceeds from Federal Home Loan Bank advances ........................ - 4,600
Repayment of Federal Home Loan Bank advances ......................... (101) (400)
Dividends on common stock ............................................ (109) (73)
Purchase of treasury stock ........................................... (154) -
-------- ----
Net cash provided by (used in) financing activities ........... (174) 5,425
-------- -----
Net increase (decrease) in cash and cash equivalents ................... (1,448) 290
Cash and cash equivalents at beginning of period ....................... 4,080 2,698
------- -----
Cash and cash equivalents at end of period ............................. $ 2,632 $2,988
======= =====
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes ............................................... $ 124 $ 55
======= =======
Interest on deposits and borrowings ................................ $ 820 $ 695
======= ======
Supplemental disclosure of noncash investing activities:
Unrealized gains on securities designated as available for
sale, net of related tax effects ................................... $ 32 $ 100
======= ======
</TABLE>
5
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 1997 and 1996
On November 14, 1995, the Board of Directors of First Federal Savings Bank
of Dover (the "Savings Bank") adopted a plan of conversion (the "Plan")
whereby the Savings Bank would convert to the stock form of ownership, and
issue all of the Savings Bank's outstanding stock to a newly formed holding
company, FFD Financial Corporation (the "Corporation"). Pursuant to the
Plan, the Corporation offered for sale up to 1,454,750 common shares to
certain depositors of the Savings Bank and members of the community. The
conversion was completed on April 2, 1996, and resulted in the issuance of
1,454,750 common shares of the Corporation which, after consideration of
offering expenses totaling approximately $400,000, resulted in net proceeds
of $14.2 million.
1. Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore, do not
include information or footnotes necessary for a complete presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. Accordingly, these financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto of the Corporation included in the Annual
Report on Form 10-KSB for the year ended June 30, 1997. However, in the
opinion of management, all adjustments (consisting of only normal recurring
accruals) which are necessary for a fair presentation of the financial
statements have been included. The results of operations for the three
months ended September 30, 1997 and 1996 are not necessarily indicative of
the results which may be expected for an entire fiscal year.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Corporation and its wholly owned subsidiary, the Savings Bank. All
significant intercompany items have been eliminated.
3. Effects of Recent Accounting Pronouncements
In June 1996, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting
for Transfers of Financial Assets, Servicing Rights, and Extinguishment of
Liabilities", that provides accounting guidance on transfers of financial
assets, servicing of financial assets, and extinguishment of liabilities.
SFAS No. 125 introduces an approach to accounting for transfers of financial
assets that provides a means of dealing with more complex transactions in
which the seller disposes of only a partial interest in the assets, retains
rights or obligations, makes use of special purpose entities in the
transaction, or otherwise has continuing involvement with the transferred
assets. The new accounting method, known as the financial components
approach, provides that the carrying amount of the financial assets
transferred be allocated to components of the transaction based on their
relative fair values. SFAS No. 125 provides criteria for determining whether
control of assets has been relinquished and whether a sale has occurred. If
the transfer does not qualify as a sale, it is accounted for as a secured
borrowing. Transactions subject to the provisions of SFAS No. 125 include,
among others, transfers involving repurchase agreements, securitizations of
financial assets, loan participations, factoring arrangements, and transfers
of receivables with recourse.
6
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
3. Effects of Recent Accounting Pronouncements (continued)
An entity that undertakes an obligation to service financial assets
recognizes either a servicing asset or liability for the servicing contract
(unless related to a securitization of assets, and all the securitized
assets are retained and classified as held-to-maturity). A servicing asset
or liability that is purchased or assumed is initially recognized at its
fair value. Servicing assets and liabilities are amortized in proportion to,
and over the period of, estimated net servicing income or net servicing loss
and are subject to subsequent assessments for impairment based on fair
value.
SFAS No. 125 provides that a liability is removed from the balance sheet
only if the debtor either pays the creditor and is relieved of its
obligation for the liability or is legally released from being the primary
obligor.
SFAS No. 125 is effective for transfers and servicing of financial assets
and extinguishment of liabilities occurring after December 31, 1997, and is
to be applied prospectively. Earlier or retroactive application is not
permitted. Management does not believe that adoption of SFAS No. 125 will
have a material adverse effect on the Corporation's consolidated financial
position or results of operations.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
requires companies to present basic earnings per share and, if applicable,
diluted earnings per share, instead of primary and fully diluted earnings
per share, respectively. Basic earnings per share is computed without
including potential common shares, i.e., no dilutive effect. Diluted
earnings per share is computed taking into consideration common shares
outstanding and dilutive potential common shares, including options,
warrants, convertible securities and contingent stock agreements. SFAS No.
128 is effective for periods ending after December 15, 1997. Early
application is not permitted. SFAS No. 128 is not expected to have a
material impact on the Corporation's financial statements.
In February 1997, the FASB issued SFAS No. 129,"Disclosures of Information
about Capital Structure." SFAS No. 129 consolidated existing accounting
guidance relating to disclosure about a company's capital structure. SFAS
No. 129 is effective for financial statements for periods ending after
December 15, 1997. SFAS No. 129 is not expected to have a material impact
on the Corporation's financial statements.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. SFAS No. 130
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. It does not require a specific format for that financial
statement but requires that an enterprise display an amount representing
total comprehensive income for the period in that financial statement.
7
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
3. Effects of Recent Accounting Pronouncements (continued)
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section
of a statement of financial position. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is
required. SFAS No. 130 is not expected to have a material impact on the
Corporation's financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 significantly changes
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reportable segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. SFAS No. 131 uses a "management approach" to disclose financial
and descriptive information about the way that management organizes the
segments within the enterprise for making operating decisions and assessing
performance. For many enterprises, the management approach will likely
result in more segments being reported. In addition, SFAS No. 131 requires
significantly more information to be disclosed for each reportable segment
than is presently being reported in annual financial statements and also
requires that selected information be reported in interim financial
statements. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. SFAS No. 131 is not expected to have a material impact on
the Corporation's financial statements.
4. Earnings Per Share
Earnings per share for the three months ended September 30, 1997 and 1996 is
based upon the weighted-average shares outstanding during the period plus
those stock options that are dilutive, less shares in the FFD Financial
Corporation Employee Stock Ownership Plan (the "ESOP") that are unallocated
and not committed to be released. Weighted-average common shares deemed
outstanding, which gives effect to 114,044 and 116,380 unallocated ESOP
shares, totaled 1,337,119 and 1,338,370 for the three months ended September
30, 1997 and 1996, respectively. There is no dilutive effect associated with
the Corporation's stock option plan.
5. Proposed Legislation
Congress is considering legislation to eliminate the federal savings and
loan charter and separate federal regulation of savings and loan
associations. Pursuant to such legislation, Congress may develop a common
charter for all financial institutions, eliminate the Office of Thrift
Supervision ("OTS") and regulate the Savings Bank as a bank or require it to
change its charter to that of a national bank. Management does not believe
the pending legislation would have a material effect on the financial
statements of the Corporation.
8
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 1997 to
September 30, 1997
The Corporation's total assets at September 30, 1997, amounted to $88.2 million,
a $220,000, or .3%, increase over the total at June 30, 1997. This increase was
funded primarily through growth in deposits of $190,000.
Cash and interest-bearing deposits totaled $2.6 million at September 30,
1997, a decrease of $1.4 million from the total as of June 30, 1997.
Investment securities totaled $9.9 million at September 30, 1997, a $1.5
million, or 13.1%, decrease from June 30, 1997, as maturities totaling $12.7
million were partially offset by purchases of $11.2 million during the period.
Mortgage-backed securities declined by $451,000, or 3.0%, from June 30, 1997
levels due primarily to principal repayments of $481,000. Such declines in cash
and cash equivalents, and investment and mortgage-backed securities resulted
from management's election to redeploy such funds into loan originations.
Loans receivable totaled $58.8 million at September 30, 1997, an increase of
$3.3 million, or 6.0%, over the June 30, 1997 total. Loan disbursements during
the quarter totaled $6.0 million, which were partially offset by principal
repayments of $2.7 million. Loan disbursements during the current quarter
exceeded those of the 1996 quarter by $2.3 million, or 60.4%.
The allowance for loan losses totaled $270,000 at both September 30, 1997 and
June 30, 1997, which represented .5% of total loans at those dates. Although
management believes that its allowance for loan losses at September 30, 1997, 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 Corporation's results of operations.
Deposits totaled $57.3 million at September 30, 1997, a $190,000, or .3%,
increase over June 30, 1997.
FHLB advances totaled $8.3 million at September 30, 1997, a $101,000, or 1.2%,
decrease from June 30, 1997. The decrease resulted from principal repayments.
Shareholders' equity totaled $21.5 million at September 30, 1997, a $7,000
decline from June 30, 1997. The decrease resulted from a purchase of treasury
stock totaling $154,000 and dividends of $109,000, which were partially offset
by net earnings of $224,000 and an increase in net unrealized gains on
securities designated as available for sale of $32,000.
9
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from June 30, 1997 to September 30,
1997 (continued)
The Savings Bank is required to meet each of three minimum capital standards
promulgated by the OTS, hereinafter described as the tangible capital
requirement, the core capital requirement and the risk-based capital
requirement. The tangible capital requirement mandates maintenance of
shareholders' equity less all intangible assets equal to 1.5% of adjusted total
assets. The core capital requirement provides for the maintenance of tangible
capital plus certain forms of supervisory goodwill equal to 3% of adjusted total
assets, while the risk-based capital requirement mandates maintenance of core
capital plus general loan loss allowances equal to 8% of risk-weighted assets as
defined by OTS regulations.
At September 30, 1997, the Savings Bank's tangible and core capital totaled
$13.5 million, 16.6% of adjusted total assets, which exceeded the minimum
requirements of $1.2 million and $2.4 million by $12.3 million and $11.1
million, respectively. The Savings Bank's risk-based capital of $13.8 million,
or 34.8% of risk-weighted assets, exceeded the current 8.0% requirement by $10.6
million.
Comparison of Operating Results for the Three Month Periods Ended September 30,
1997 and 1996
General
The Corporation reported net earnings of $224,000 for the three months ended
September 30, 1997, as compared to a net loss of $22,000 for the comparable
period in 1996. The increase in net earnings resulted primarily from a $77,000
increase in net interest income and a $294,000 decrease in general,
administrative and other expense, which were partially offset by a $127,000
increase in federal income taxes. The reduction in general, administrative and
other expense resulted primarily from the one-time charge recorded in the 1996
quarter related to the recapitalization of the Savings Association Insurance
Fund ("SAIF") totaling $332,000, or $219,000 after-tax.
Net Interest Income
Total interest income increased by $145,000, or 10.2%, to a total of $1.6
million for the three months ended September 30, 1997. Interest income on loans
increased by $181,000, or 19.9%, due primarily to a $7.9 million increase in the
average loan portfolio outstanding. Interest income on mortgage-backed
securities decreased by $33,000, or 11.3%, due primarily to a $2.0 million
decrease in the average balance outstanding. Interest income on investment
securities and interest-bearing deposits decreased by $3,000, or 1.4%, due
primarily to a $148,000 decrease in the average balance outstanding.
Interest expense on deposits increased by $54,000, or 8.5%, for the three months
ended September 30, 1997, compared to 1996, due primarily to a $4.3 million
increase in the average deposit portfolio outstanding.
10
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
1997 and 1996 (continued)
Net Interest Income (continued)
Interest expense on borrowings increased by $14,000, or 13.1%, due primarily to
a $1.0 million increase in average advances outstanding. As a result of the
foregoing, net interest income increased by $77,000, or 11.4%, for the three
months ended September 30, 1997, compared to 1996. The interest rate spread
amounted to 2.31% for the three months ended September 30, 1997, compared to
2.12% for the comparable 1996 period, while the net interest margin increased to
3.49% in 1997, compared to 3.36% in 1996.
Provision for Losses on Loans
A provision for losses on loans is charged to earnings to bring the total
allowance for losses on loans to a level considered appropriate by management
based on historical loss experience, the volume and type of lending conducted by
the Savings Bank, the status of past due principal and interest payments,
general economic conditions, particularly as such conditions relate to the
Savings Bank's market area, and other factors related to the collectibility of
the Savings Bank's loan portfolio. As a result of such analysis, management
concluded that the allowance for loan losses was adequate and therefore did not
record an additional provision for losses on loans during the three month period
ended September 30, 1997. There can be no assurance that the loan loss allowance
of the Savings Bank will be adequate to cover losses on nonperforming assets in
the future.
Other Operating Income
Other operating income totaled $12,000 for the three months ended September 30,
1997, an increase of $2,000, or 20.0%, over the 1996 total. Other income
consists primarily of fees generated from late charges, safety deposit box
rentals and NOW account fees.
General, Administrative and Other Expense
General, administrative and other expense decreased by $294,000, or 40.9%, for
the three months ended September 30, 1997, compared to 1996. The decrease
resulted primarily from the aforementioned $332,000 charge to recapitalize the
SAIF, coupled with an $18,000 reduction due to a decline in premium rates, which
were partially offset by an increase of $14,000, or 63.6%, in occupancy and
equipment and $33,000, or 33.7%, in other operating expenses, which resulted
primarily from expenses related to newly acquired automated teller machines and
an increase in service bureau expense. The increase in occupancy and equipment
was due to increased costs related to the new office location.
11
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
1997 and 1996 (continued)
Federal Income Taxes
The Corporation recorded a provision for federal income taxes totaling $115,000
for the three months ended September 30, 1997, an increase of $127,000, compared
to the credit provision totaling $12,000 which was recorded for the same period
in 1996. The increase resulted primarily from a $373,000 increase in earnings
before taxes. The effective tax rates were 33.9% and 35.3% for the three months
ended September 30, 1997 and 1996, respectively.
12
<PAGE>
FFD Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
On October 14, 1997, the Annual Meeting of the Corporation's
Shareholders was held. Each of the three directors nominated
were elected to terms expiring in 1998 by the following votes:
J. Richard Gray For: 1,260,178 Withheld: 12,925
Roy O. Mitchell, Jr. For: 1,251,937 Withheld: 21,166
Robert D. Sensel For: 1,270,253 Withheld: 2,850
One other matter was submitted to the shareholders, for which
the following votes were cast:
Ratification of the appointment of Grant Thornton LLP as
independent auditors of the Corporation for the fiscal year
ended June 30, 1998.
For: 1,243,340 Against: 10,428 Abstain: 19,335 Broker Non-votes: 0
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None.
Exhibits: Financial data schedule for the three months
ended September 30, 1997.
13
<PAGE>
FFD Financial Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 10, 1997 By: /s/Robert R. Gerber
----------------------- -------------------
Robert R. Gerber
President
Date: November 10, 1997 By: /s/Charles A. Bradley
----------------------- ---------------------
Charles A. Bradley
Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-01-1997
<CASH> 647
<INT-BEARING-DEPOSITS> 1,985
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 16,071
<INVESTMENTS-CARRYING> 8,486
<INVESTMENTS-MARKET> 0
<LOANS> 58,540
<ALLOWANCE> 270
<TOTAL-ASSETS> 88,220
<DEPOSITS> 57,280
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,186
<LONG-TERM> 8,281
0
0
<COMMON> 0
<OTHER-SE> 21,473
<TOTAL-LIABILITIES-AND-EQUITY> 88,220
<INTEREST-LOAN> 1,090
<INTEREST-INVEST> 260
<INTEREST-OTHER> 215
<INTEREST-TOTAL> 1,565
<INTEREST-DEPOSIT> 692
<INTEREST-EXPENSE> 813
<INTEREST-INCOME-NET> 752
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 425
<INCOME-PRETAX> 339
<INCOME-PRE-EXTRAORDINARY> 224
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
<YIELD-ACTUAL> 7.27
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 129
<ALLOWANCE-OPEN> 270
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 270
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 270
</TABLE>
