FORM 10-QSB
U. S. 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, 1998
-----------------------------------
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 small business issuer 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)
Issuer's telephone number: (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, 1998, the latest practicable date, 1,445,350 shares of the
registrant's common stock, without par value, were issued and outstanding.
Page 1 of 16 pages
<PAGE>
INDEX
Page
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
PART II - OTHER INFORMATION 15
SIGNATURES 16
2
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
September 30, June 30,
ASSETS 1998 1998
<S> <C> <C>
Cash and due from banks $ 1,003 $ 1,026
Interest-bearing deposits in other financial institutions 870 607
------ ------
Cash and cash equivalents 1,873 1,633
Investment securities available for sale - at market 3,670 2,655
Investment securities - at amortized cost, approximate
market value of $1,000 and $993 as of September 30,
1998 and June 30, 1998 980 977
Mortgage-backed securities available for sale - at market 9,956 5,935
Mortgage-backed securities - at amortized cost, approximate market value of
$5,806 and $6,073 as of September 30,
1998 and June 30, 1998 5,615 5,960
Loans receivable - net 73,590 70,990
Loans held for sale 415 -
Office premises and equipment - at depreciated cost 1,417 1,383
Federal Home Loan Bank stock - at cost 950 933
Accrued interest receivable 231 279
Prepaid expenses and other assets 154 221
Prepaid federal income taxes 5 -
------ ------
Total assets $98,856 $90,966
====== ======
LIABILITIES AND SHAREHOLDER' EQUITY
Deposits $64,906 $61,956
Advances from the Federal Home Loan Bank 17,019 12,519
Other borrowed money 150 -
Accrued interest payable 151 94
Other liabilities 464 258
Accrued federal income taxes - 197
Deferred federal income taxes 276 117
------ ------
Total liabilities 82,966 75,141
Shareholders' equity
Preferred stock - authorized 1,000,000 shares without par
value; no shares issued - -
Common shares - authorized 5,000,000 shares without par or
stated value, 1,454,750 shares issued - -
Additional paid-in capital 7,705 7,705
Retained earnings - restricted 9,533 9,536
Unrealized gains on securities designated as available for sale,
net of related tax effects 208 140
Shares acquired by stock benefit plans (1,411) (1,411)
Less 9,400 shares of treasury stock - at cost (145) (145)
------ ------
Total shareholders' equity 15,890 15,825
------ ------
Total liabilities and shareholders' equity $98,856 $90,966
====== ======
</TABLE>
3
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended September 30,
(In thousands, except share data)
1998 1997
<S> <C> <C>
Interest income
Loans $1,318 $1,090
Mortgage-backed securities 238 260
Investment securities, interest-bearing
deposits and other 69 215
----- -----
Total interest income 1,625 1,565
Interest expense
Deposits 752 692
Borrowings 167 121
----- -----
Total interest expense 919 813
----- -----
Net interest income 706 752
Other operating income 25 12
General, administrative and other expense
Employee compensation and benefits 308 206
Occupancy and equipment 59 36
Federal deposit insurance premiums 9 12
Franchise taxes 70 40
Other operating 124 131
----- -----
Total general, administrative and other expense 570 425
----- -----
Earnings before income taxes 161 339
Federal income taxes
Current (69) (13)
Deferred 124 128
----- -----
Total federal income taxes 55 115
----- -----
NET EARNINGS $ 106 $ 224
===== =====
EARNINGS PER SHARE
Basic $.08 $.17
=== ===
Diluted $.08 $.16
=== ===
</TABLE>
4
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended September 30,
(In thousands)
1998 1997
<S> <C> <C>
Net earnings $106 $224
Other comprehensive income, net of tax:
Unrealized holding gains on securities during
the period 68 32
--- ---
Comprehensive income $174 $256
=== ===
</TABLE>
5
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 106 $ 224
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of discounts and premiums on loans,
investments and mortgage-backed securities - net 9 8
Amortization of deferred loan origination fees (25) (21)
Depreciation and amortization 32 19
Gain on sale of mortgage loans (1) -
Loans originated for sale in the secondary market (2,074) -
Proceeds from sale of loans in the secondary market 1,660 -
Federal Home Loan Bank stock dividends (17) (12)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 48 (82)
Prepaid expenses and other assets 67 (41)
Accrued interest payable 57 (7)
Other liabilities 206 119
Federal income taxes
Current (202) (118)
Deferred 124 128
----- ------
Net cash provided by (used in) operating activities (10) 217
Cash flows provided by (used in) investing activities:
Purchase of investment securities (1,500) (11,175)
Proceeds from maturities of investment securities 500 12,679
Purchase of mortgage-backed securities (4,577) -
Principal repayments on mortgage-backed securities 977 481
Loan principal repayments 2,243 2,739
Loan disbursements (4,818) (6,024)
Purchase of office premises and equipment (66) (191)
----- ------
Net cash used in investing activities (7,241) (1,491)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts 2,950 190
Proceeds from Federal Home Loan Bank advances 4,500 -
Repayment of Federal Home Loan Bank advances - (101)
Proceeds from other borrowed money 150 -
Dividends on common stock (109) (109)
Purchase of treasury stock - (154)
----- ------
Net cash provided by (used in) financing activities 7,491 (174)
----- ------
Net increase (decrease) in cash and cash equivalents 240 (1,448)
Cash and cash equivalents at beginning of period 1,633 4,080
----- ------
Cash and cash equivalents at end of period $1,873 $ 2,632
===== ======
</TABLE>
6
<PAGE>
<TABLE>
FFD Financial Corporation
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended September 30,
(In thousands)
1998 1997
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $133 $124
=== ===
Interest on deposits and borrowings $862 $820
=== ===
Supplemental disclosure of noncash investing activities:
Unrealized gains on securities designated as available for
sale, net of related tax effects $ 68 $ 32
=== ===
</TABLE>
7
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 1998 and 1997
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 FFD Financial Corporation (the
"Corporation") included in the Annual Report on Form 10-KSB for the year
ended June 30, 1998. 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 month period ended September 30, 1998,
are not necessarily indicative of the results which may be expected for the
entire fiscal year.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Corporation and First Federal Savings Bank of Dover (the "Savings
Bank"). All significant intercompany items have been eliminated.
3. Effects of Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("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.
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. Management adopted SFAS No. 130 effective July 1, 1998, as
required, without material impact on the Corporation's financial statements.
8
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1998 and 1997
3. Effects of Recent Accounting Pronouncements (continued)
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.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which requires entities to recognize
all derivatives in their financial statements as either assets or
liabilities measured at fair value. SFAS No. 133 also specifies new methods
of accounting for hedging transactions, prescribes the items and
transactions that may be hedged, and specifies detailed criteria to be met
to qualify for hedge accounting.
The definition of a derivative financial instrument is complex, but in
general, it is an instrument with one or more underlyings, such as an
interest rate or foreign exchange rate, that is applied to a notional
amount, such as an amount of currency, to determine the settlement
amount(s). It generally requires no significant initial investment and can
be settled net or by delivery of an asset that is readily convertible to
cash. SFAS No. 133 applies to derivatives embedded in other contracts,
unless the underlying of the embedded derivative is clearly and closely
related to the host contract.
SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. On
adoption, entities are permitted to transfer held-to-maturity debt
securities to the available-for-sale or trading category without calling
into question their intent to hold other debt securities to maturity in the
future. SFAS No. 133 is not expected to have a material impact on the
Corporation's financial statements.
9
<PAGE>
FFD Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1998 and 1997
4. Earnings Per Share
Basic earnings per share is computed based upon the weighted-average shares
outstanding during the period 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 98,861 unallocated ESOP shares, totaled 1,346,489 for
the three month period ended September 30, 1998. Weighted-average common
shares deemed outstanding, which gives effect to 114,044 unallocated ESOP
shares, totaled 1,337,119 for the three month period ended September 30,
1997.
Diluted earnings per share is computed taking into consideration common
shares outstanding and dilutive potential common shares to be issued under
the Corporation's stock option plan. Weighted-average common shares deemed
outstanding for purposes of computing diluted earnings per share totaled
1,401,513 for the three month period ended September 30, 1998, and 1,370,106
for the three month period ended September 30, 1997.
10
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 1998 to September 30,
1998
The Corporation's total assets at September 30, 1998, amounted to $98.9 million,
a $7.9 million, or 8.7%, increase over the total at June 30, 1998. This increase
was funded primarily through an increase in advances from the Federal Home Loan
Bank ("FHLB") of $4.5 million and growth in deposits of $3.0 million.
Investment securities totaled $4.7 million at September 30, 1998, an increase of
$1.0 million, or 28.0%, from the total at June 30, 1998, as purchases of
securities totaling $1.5 million were partially offset by maturities of $500,000
during the period.
Mortgage-backed securities totaled $15.6 million at September 30, 1998, a $3.7
million, or 30.9%, increase from the total at June 30, 1998. This increase
resulted primarily from purchases of $4.6 million, which were partially offset
by principal repayments totaling $1.0 million.
Loans receivable and loans held for sale totaled $74.0 million at September 30,
1998, an increase of $3.0 million, or 4.2%, over the June 30, 1998 total. Loan
disbursements during the period totaled $6.9 million, which were partially
offset by principal repayments of $2.2 million and loans sold in the secondary
market totaling $1.7 million. Loan disbursements during the three months ended
September 30, 1998, increased by $868,000, or 14.4%, compared to the origination
volume during the same period in 1997.
The allowance for loan losses totaled $270,000 at both September 30, 1998 and
June 30, 1998, which represented .4% of total loans and 275.5% and 329.3% of
nonperforming loans at those respective dates. Nonperforming loans amounted to
$98,000 and $82,000 at September 30, 1998, and June 30, 1998, respectively.
Although management believes that its allowance for loan losses at September 30,
1998, 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 $64.9 million at September 30, 1998, a $3.0 million, or 4.8%,
increase over June 30, 1998. This increase resulted primarily from growth in
deposits at the new branch office location, coupled with management's efforts to
obtain moderate growth through advertising and pricing strategies.
FHLB advances totaled $17.0 million at September 30, 1998, an $4.5 million, or
35.9%, increase over June 30, 1998. Proceeds from the increase in borrowings
were primarily used to partially fund growth in the loan and mortgage-backed
securities portfolios.
The Savings Bank is required to meet minimum capital standards promulgated by
the Office of Thrift Supervision ("OTS"). At September 30, 1998, the Savings
Bank's regulatory capital was well in excess of such minimum capital
requirements.
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,
1998 and 1997
General
The Corporation's net earnings totaled $106,000 for the three months ended
September 30, 1998, a decrease of $118,000, or 52.7%, from the net earnings of
$224,000 recorded in the comparable period in 1997. The decrease in net earnings
resulted primarily from a decrease of $46,000 in net interest income and an
increase of $145,000 in general, administrative and other expenses, which were
partially offset by an increase of $13,000 in other income and a decrease of
$60,000 in the provision for federal income taxes.
Net Interest Income
Total interest income increased by $60,000, or 3.8%, to a total of $1.6 million
for the three months ended September 30, 1998, compared to the three month
period ended September 30, 1997. Interest income on loans increased by $228,000,
or 20.9%, due primarily to a $15.3 million increase in the average loan
portfolio balance outstanding. Interest income on mortgage-backed securities
decreased by $22,000, or 8.5%, due primarily to a $1.2 million decrease in the
average balance outstanding, coupled with a decrease in the yield earned on such
securities. Interest income on investment securities and interest-bearing
deposits decreased by $146,000, or 67.9%, due primarily to an approximate $8.5
million decrease in the related investment balance and a decrease in the yield
earned on such investments.
Interest expense on deposits increased by $60,000, or 8.7%, for the three months
ended September 30, 1998, compared to the same period in 1997, due primarily to
a $6.3 million increase in the average deposit portfolio balance outstanding.
Interest expense on borrowings increased by $46,000, or 38.0%, due primarily to
a $6.5 million increase in the average balance of advances outstanding.
As a result of the foregoing changes in interest income and interest expense,
net interest income decreased by $46,000, or 6.1%, for the three months ended
September 30, 1998, compared to the same period in 1997. The interest rate
spread amounted to approximately 2.32% for the three months ended September 30,
1998, compared to 2.31% for the comparable 1997 period, while the net interest
margin decreased to approximately 3.02% in 1998, compared to 3.49% in 1997.
12
<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,
1998 and 1997 (continued)
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 a provision for losses on loans during the three month periods ended
September 30, 1998 and 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 $25,000 for the three months ended September 30,
1998, an increase of $13,000 over the 1997 total. Other income consists
primarily of fees generated from ATM transactions, late charges on loans, safety
deposit box rentals and negotiable order of withdrawal ("NOW") account fees.
General, Administrative and Other Expense
General, administrative and other expense increased by $145,000, or 34.1%, for
the three months ended September 30, 1998, compared to the same period in 1997.
The increase in general, administrative and other expense resulted primarily
from an increase of $23,000, or 63.9%, in occupancy and equipment expense, as
the Company opened a new branch office in New Philadelphia, Ohio in November
1997, an increase of $102,000, or 49.5%, in compensation expense as additional
personnel were hired to staff the new branch coupled with an increase in stock
benefit plan expense and an increase in Ohio franchise tax totaling $30,000, or
75.2%, as the Company's equity has increased.
Federal Income Taxes
The Corporation recorded a provision for federal income taxes totaling $55,000
for the three months ended September 30, 1998, a decrease of $60,000, or 52.2%,
from the same period in 1997. The decrease resulted primarily from a $178,000,
or 52.5%, decrease in earnings before taxes. The effective tax rates were 34.2%
and 33.9% for the three months ended September 30, 1998 and 1997, respectively.
13
<PAGE>
FFD Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Year 2000 Compliance Matters
As with all providers of financial services, the Savings Bank's operations are
heavily dependent on information technology systems. The Savings Bank is
addressing the potential problems associated with the possibility that the
computers that control or operate the Bank's information technology system and
infrastructure may not be programmed to read four-digit date codes and, upon
arrival of the year 2000, may recognize the two-digit code "00" as the year
1900, causing systems to fail to function or to generate erroneous data.
As part of the awareness and assessment phases of its action plan related to the
Year 2000 problem, management identified the operating systems that it considers
critical to the on-going operations of the Savings Bank. The Savings Bank is
working with companies that supply or service its information technology systems
to remedy any year 2000 problems.
Of the systems that the Savings Bank identified as mission-critical, the most
significant is the on-line core account processing system that is performed by a
third party service provider, Intrieve, Inc. The service provider is converting
its hardware to a new Year 2000 compliant system. The Savings Bank's conversion
to this new system will be completed during the fourth calendar quarter of 1998.
The service provider successfully performed Year 2000 proxy testing with several
of its larger users during early October 1998. The Savings Bank is scheduled to
perform final customer testing, which is designed to test the Savings Bank's
unique equipment configuration and communications link to the service provider
before December 31, 1998.
The Savings Bank has developed a contingency plan in case the mission-critical
systems are not successfully renovated in a timely manner or if they actually
fail at Year 2000 critical dates. The contingency plan states that the Savings
Bank deems the likelihood of failure of the service provider's efforts to
renovate Year 2000 changes to the on-line core account processing system to be
remote; however, a more likely scenario is that the service provider's system
will be down for several days or weeks upon arrival of Year 2000. The plan,
therefore, primarily addresses action to deal with the latter possibility rather
than with a catastrophic event. The Savings Bank does not consider contingency
planning to be a static process; therefore, the plan will be amended to address
a catastrophic event if testing results indicate greater concern.
Management of the Savings Bank has developed an estimate of expenses that are
reasonably likely to be incurred by the Savings Bank in connection with this
issue; however, the Savings Bank does not expect to incur significant expense to
implement the necessary corrective measures. No assurance can be given, however,
that significant expense will not be incurred in future periods. In the event
that the Savings Bank is ultimately required to purchase replacement computer
systems, programs and equipment, or incur substantial expense to make the
Savings Bank's current systems, programs and equipment Year 2000 compliant, the
Savings Bank's net earnings and financial condition could be adversely affected.
In addition to possible expense related to its own systems, the Savings Bank
could incur losses if loan payments are delayed due to Year 2000 problems
affecting any major borrowers in the Savings Bank's primary market area. Because
the Savings Bank's loan portfolio is highly diversified with regard to
individual borrowers and types of businesses and the Savings Bank's primary
market area is not significantly dependent upon one employer or industry, the
Savings Bank does not expect any significant or prolonged difficulties that will
affect net earnings or cash flow.
14
<PAGE>
FFD Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities and Use of Proceeds
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
On October 13, 1998, the Annual Meeting of the Corporation's
Shareholders was held. Each of the four directors nominated were
elected to terms expiring in 1998 by the following votes:
Stephen G. Clinton For: 1,204,767 Withheld: 7,400
Robert R. Gerber For: 1,208,967 Withheld: 3,200
Richard J. Herzig For: 1,207,667 Withheld: 4,500
Enos L. Loader For: 1,198,394 Withheld: 3,270
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, 1999.
For: 1,198,394 Against: 10,648
Abstain: 3,125 Broker Non-votes: none
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None.
Exhibits:
27.1: Financial data schedule for the three
months ended September 30, 1998.
27.2: Restated Financial data schedule for the
three months ended September 30, 1997.
15
<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 12, 1998 By: /s/Robert R. Gerber
------------------------ -------------------------------
Robert R. Gerber
President and
Principal Financial Officer
Date: November 12, 1998 By: /s/Charles A. Bradley
------------------------ -------------------------------
Charles A. Bradley
Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,003
<INT-BEARING-DEPOSITS> 870
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,626
<INVESTMENTS-CARRYING> 6,595
<INVESTMENTS-MARKET> 6,806
<LOANS> 73,603
<ALLOWANCE> 270
<TOTAL-ASSETS> 98,865
<DEPOSITS> 64,906
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,041
<LONG-TERM> 17,019
0
0
<COMMON> 0
<OTHER-SE> 15,899
<TOTAL-LIABILITIES-AND-EQUITY> 98,865
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<INTEREST-TOTAL> 1,615
<INTEREST-DEPOSIT> 752
<INTEREST-EXPENSE> 919
<INTEREST-INCOME-NET> 696
<LOAN-LOSSES> 0
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<EXPENSE-OTHER> 570
<INCOME-PRETAX> 174
<INCOME-PRE-EXTRAORDINARY> 115
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> .09
<EPS-DILUTED> .08
<YIELD-ACTUAL> 3.02
<LOANS-NON> 86
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0
0
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</TABLE>
