<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, 2000
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-28020
FIRST FEDERAL FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 31-1456058
------------------------------------- ----------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
415 Center Street
Ironton, Ohio 45638
------------------------------------- ----------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
Issuer's telephone number, including area code: (740) 532-6845
Securities registered under Section 12(b) of the Exchange Act:
NOT APPLICABLE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
--------------------------------------------------------------------------------
(Title of Class)
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
----- -----
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
-----
Issuer's revenues for its most recent fiscal year: $4.7 million
As of December 27, 2000, the aggregate value of the 384,239 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
91,050 shares held by all directors and executive officers of the Registrant as
a group, was approximately $4.3 million. This figure is based on the last known
trade price of $11.125 per share of the Registrant's Common Stock on December
19, 2000.
Number of shares of Common Stock outstanding as of December 27, 2000: 475,289
Transitional Small Business Disclosure Format: Yes No X
----- -----
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and
the Part of the Form 10-KSB into which the document is incorporated:
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
September 30, 2000 are incorporated into Parts II and IV.
(2) Portions of the definitive proxy statement for the Annual Meeting of
Stockholders are incorporated into Part III.
<PAGE>
PART I.
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
First Federal Financial Bancorp, Inc. (the "Company") is a Delaware
corporation and sole stockholder of First Federal Savings Bank of Ironton (the
"Savings Bank") which converted from a federally-chartered mutual savings and
loan association to a federally-chartered stock savings bank in June 1996. The
only significant assets of the Company are the capital stock of the Savings
Bank, the Company's loan to its employee stock ownership plan, and the balance
of the net conversion proceeds retained by the Company. The business of the
Company initially consists of the business of the Savings Bank. At September 30,
2000, the Company had $67.6 million in total consolidated assets, $58.3 million
in total consolidated liabilities and $9.3 million in total consolidated
stockholders' equity.
The Company's principal executive office is located in Ironton, Ohio.
The Savings Bank conducts business from its main office in Ironton, Ohio and one
branch office located in Proctorville, Ohio. The Savings Bank began conducting
business in 1935. The Savings Bank's deposits are insured by the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC") to the maximum extent permitted by law.
The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers. The
Company has concentrated its lending activities on originating real estate loans
secured by single-family residential properties in the local markets it serves.
See "-Competition." At September 30, 2000, the total gross loan portfolio
amounted to $54.2 million, or 80.2%, of total consolidated assets, of which
$43.3 million, or 79.8%, were single-family residential mortgage loans, $2.4
million, or 4.5%, were multi-family residential loans, $4.4 million, or 8.1%,
were commercial real estate loans and $4.1 million, or 7.6%, were comprised of
other loans, including home improvement loans, automobile loans, home equity
loans and loans secured by savings accounts.
The Company also invests its funds in U.S. Government and agency
securities, as well as mortgage-backed and related securities (hereinafter
"mortgage-backed securities"), municipal and corporate debt securities and other
short-term investments. At September 30, 2000, investment securities (both "held
to maturity" as well as "available for sale") were $2.5 million, or 3.7% of
total consolidated assets, and mortgage-backed securities (both "held to
maturity" as well as "available for sale") were $8.3 million, or12.3% of total
consolidated assets. The Company derives its income principally from interest
earned on loans, securities and its other investments and, to a lesser extent,
from fees received in connection with the origination of loans and for other
services. The Company's primary expenses are interest expense on deposits and
advances from the Federal Home Loan Bank ("FHLB") and noninterest expenses.
Funds are provided primarily by deposits and FHLB advances, amortization and
prepayments of outstanding loans and mortgage-backed securities and other
sources.
<PAGE>
Operating characteristics of the Company and the Savings Bank in recent
years include the following:
- PROFITABILITY. For the year ended September 30, 2000, the
Company had net income of $356,000 as compared to $240,000 and
$252,000 for the years ended September 30, 1999 and 1998,
respectively. The Company's net income is primarily dependent
on its net interest income, the difference between interest
income on interest-earning assets and interest expense on
interest-bearing liabilities. Net interest income amounted to
$1.9 million, $1.7 million and $1.6 million for the years
ended September 30, 2000, 1999 and 1998, respectively. The
interest rate spreads were 2.32%, 2.18% and 2.04% for the
years ended September 30, 2000, 1999 and 1998, respectively.
Return on average assets was .53%, .37% and .41% for the years
ended September 30, 2000, 1999 and 1998, respectively.
- NON-INTEREST INCOME. Non-interest income historically has not
been a source of profitability for the Company. However, in
recent years, the Company has focused on increasing its market
share of transaction accounts which has resulted in increased
service fee income. Other non-interest income, including
service fee income totaled $108,000 for the year ended
September 30, 2000, as compared to $91,000 and $71,000 for the
years ended September 30, 1999 and 1998, respectively.
- NON-INTEREST EXPENSE. The Company's profitability has been
enhanced by management's emphasis on operating efficiency. The
Company's ratio of noninterest expense to average total
consolidated assets amounted to 2.15% for the year ended
September 30, 2000 and averaged 2.23% for the three years
ended September 30, 2000.
- ASSET QUALITY. Management of the Company believes that good
asset quality is the key to long-term financial strength and,
as a result, the Company's investments are intended to
maintain asset quality and control credit risk. In accordance
with this approach, the Company has predominantly emphasized
single-family residential real estate loans, which comprised
79.8% of total loans receivable at September 30, 2000. As of
such date, total non-performing assets constituted $221,000,
or .33% of total consolidated assets.
- STRONG CAPITAL POSITION. At September 30, 2000, the Company
had total stockholders' equity of $9.3 million. The Savings
Bank exceeded all of its regulatory capital requirements, with
tangible, core and risk-based capital ratios of 12.1%, 12.1%
and 21.2%, respectively, as compared to the minimum
requirements of 1.5%, 4.0% and 8.0%, respectively.
The Company, as a registered savings and loan holding company, is
subject to examination and regulation by the Office of Thrift Supervision
("OTS") and is subject to various reporting and other requirements of the
Securities and Exchange Commission ("SEC"). The Savings Bank is subject to
examination and comprehensive regulation by the OTS, which is the Savings Bank's
3
<PAGE>
chartering authority and primary regulator. The Savings Bank is also regulated
by the FDIC, the administrator of the SAIF. The Savings Bank is also subject to
certain reserve requirements established by the Board of Governors of the
Federal Reserve System and is a member of the Federal Home Loan Bank ("FHLB") of
Cincinnati, which is one of the 12 regional banks comprising the FHLB System.
LENDING ACTIVITIES
GENERAL. The Company's primary lending emphasis has been, and continues
to be, the origination of conventional loans secured by first liens on
single-family residences located primarily in Lawrence County, Ohio.
Conventional residential real estate loans are loans which are neither insured
by the Federal Housing Administration ("FHA") nor partially guaranteed by the
Veterans Administration ("VA"). The Company does not originate either
FHA-insured or VA-guaranteed real estate loans. The Company's single-family
residential loans constituted 79.8% of the total loan portfolio at September 30,
2000. To a significantly lesser extent, the Company's loan portfolio also
includes loans secured by multi-family residential properties and commercial
real estate, loans secured by savings deposits, automobile loans, home
improvement loans and miscellaneous other loans.
4
<PAGE>
LOAN PORTFOLIO COMPOSITION. The following table sets forth the
composition of the Company's loan portfolio by type of loan at the dates
indicated.
<TABLE>
<CAPTION>
September 30,
------------------------------------------------------------------------------
2000 1999 1998
--------------------------- ------------------------ -------------------------
Amount % Amount % Amount %
------------- ------------- ----------- ------------ ------------ ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
Single-family residential $43,271 79.8% $41,355 82.1% $39,143 85.9%
Multi-family residential 2,440 4.5 1,681 3.3 1,464 3.2
Commercial real estate 4,369 8.1 4,143 8.2 2,533 5.5
------------- ------------- ----------- ------------ ------------ ------------
Total real estate loans 50,080 92.4 47,179 93.6 43,140 94.6
------------- ------------- ----------- ------------ ------------ ------------
Non-real estate loans:
Loans secured by savings
accounts 701 1.3% 744 1.5 751 1.7
Home improvement 290 .5 211 .4 120 .2
Automobile 973 1.8 798 1.6 525 1.2
Other(1) 2,176 4.0 1,489 2.9 1,054 2.3
------------- ------------- ----------- ------------ ------------ ------------
Total other loans 4,140 7.6 3,242 6.4 2,450 5.4
------------- ------------- ----------- ------------ ------------ ------------
Total loans 54,220 100.0% 50,421 100.0% 45,590 100.0%
============= ============= =========== ============ ============ ============
Less:
Unearned interest (255) (206) (154)
Loans in process (115) (108) (448)
Deferred loan fees (136) (112) (57)
Allowance for loan losses (297) (292) (288)
------------- ----------- ------------
Net loans $53,417 $49,703 $44,643
============= =========== ============
</TABLE>
----------------------
(1) Comprised primarily of unsecured consumer loans and home equity loans.
5
<PAGE>
CONTRACTUAL PRINCIPAL REPAYMENTS AND INTEREST RATES. The following
table sets forth certain information at September 30, 2000 regarding the dollar
amount of loans maturing in the Company's total loan portfolio, based on the
contractual terms to maturity. Demand loans and loans having no stated schedule
of repayments and no stated maturity are reported as due in one year or less.
<TABLE>
<CAPTION>
Due 1-3 years Due 3-5 years Due 5-10 years Due 10-15 years Due 15 years
Due 1 year after after after after and more after
or less 9/30/00 9/30/00 9/30/00 9/30/00 9/30/00 Total
---------- ------------- --------------- --------------- ---------------- -------------- ----------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Single-family residential $2,390 $3,023 $3,271 $7,752 $14,202 $13,195 $43,833
Multi-family residential 42 94 112 377 324 1,491 2,440
Commercial real estate 112 250 287 1,800 738 1,182 4,369
Non-real estate 1,608 1,130 541 299 -- -- 3,578
---------- ------------- --------------- --------------- ---------------- -------------- ----------
Total $4,152 $4,497 $4,211 $10,228 $15,264 $15,868 $54,220
========== ============= =============== =============== ================ ============== ==========
</TABLE>
6
<PAGE>
The following shows for the total loans due after one year from
September 30, 2000 the type and amount which have fixed interest rates and those
which have adjustable interest rates.
<TABLE>
<CAPTION>
Fixed Floating or
Rates Adjustable-Rates Total
----------------------- -------------------------- ------------------------
(In Thousands)
<S> <C> <C> <C>
Real estate loans:
Single-family residential $14,255 $27,188 $41,443
Multi-family residential 117 2,281 2,398
Commercial real estate 1,338 2,919 4,257
----------------------- -------------------------- ------------------------
Total real estate loans 15,710 32,388 48,098
----------------------- -------------------------- ------------------------
Non-real estate loans:
Loan secured by savings
accounts -- -- --
Home improvement 198 -- 198
Automobile 667 -- 667
Other(1) 1,005 100 1,105
----------------------- -------------------------- ------------------------
Total other loans 1,870 100 1,970
----------------------- -------------------------- ------------------------
Total loans $17,580 $32,488 $50,068
======================= ========================== ========================
</TABLE>
---------------
(1) Comprised primarily of unsecured consumer loans and home equity loans.
Scheduled contractual amortization of loans does not reflect the
expected term of the Company's loan portfolio. The average life of loans is
substantially less than their contractual terms because of prepayments. The
Company also has the right under its mortgage loan documentation to declare a
conventional loan immediately due and payable in the event, among other things,
that the borrower sells the real property subject to the mortgage and the loan
is not repaid. However, depending on whether it is profitable for the Company to
do so, the Company will also permit loan assumptions subject to the
acceptability of the assignee from a full credit underwriting standpoint. The
average life of mortgage loans tends to increase when current mortgage loan
rates are higher than rates on existing mortgage loans and, conversely, decrease
when rates on existing mortgage loans are lower than current mortgage loan rates
(due to refinancings of adjustable-rate and fixed-rate loans at lower rates).
Under the latter circumstances, the weighted average yield on loans decreases as
higher-yielding loans are repaid or refinanced at lower rates.
7
<PAGE>
LOAN ACTIVITY. The following table shows total loans originated and
repaid during the periods indicated. There were no loans purchased or sold
during the periods.
<TABLE>
<CAPTION>
Year Ended September 30,
----------------------------------------
2000 1999 1998
------------ ------------ --------------
(In Thousands)
<S> <C> <C> <C>
Loan originations:
Single-family residential $9,048 $11,116 $10,512
Multi-family residential 1,422 58 1,355
Commercial real estate 570 4,538 707
Non-real estate 2,568 1,776 1,568
------------ ------------ --------------
Total loans originated 13,608 17,488 14,142
Loan principal reductions (8,001) (9,235) (6,747)
------------ ------------ --------------
Net increase (decrease)
before other items 5,607 8,253 7,395
Decrease due to other
items, net (1,893) (3,193) (1,778)
------------ ------------ --------------
Net increase in loan portfolio $3,714 $ 5,060 $ 5,617
============ ============ ==============
</TABLE>
The lending activities of the Company are subject to underwriting
standards and loan origination procedures established by the Company's Board of
Directors. After a loan application is taken, the Company begins the process of
obtaining credit reports, appraisals (with respect to a mortgage loan) and other
documentation involved with the loan. With respect to loans on property, the
Company generally requires that a property appraisal be obtained in connection
with all new mortgage loans, which are performed by independent appraisers
designated by the Board of Directors. The Company also requires that hazard
insurance be maintained on all security properties and that flood insurance be
maintained if the property is within a designated flood plain. The Company
receives a title opinion from an attorney in connection with closing a mortgage
loan.
Residential mortgage loan applications are primarily developed from
referrals, existing customers and walk-in customers and advertising. Commercial
real estate loan applications are primarily attributable to walk-in customers
and referrals. Consumer loan applications are primarily obtained through
existing and walk-in customers and advertising.
Applications for residential mortgage loans are required to be approved
by either the Loan Committee of the Board of Directors, which is comprised of at
least three directors (for loans of more than $50,000) or a majority of the
Board of Directors. The Company's President has authority to approve residential
mortgage loans of $50,000 or less and consumer loans in amounts of up to $30,000
(on a secured basis) and $25,000 (on an unsecured basis) provided that the
Company's underwriting requirements are otherwise satisfied. The two branch
managers have authority to approve consumer loans in amounts of up to $12,500
each or $25,000 together (on a secured basis) and $5,000 each or $10,000
together (on an unsecured basis) provided that the Company's underwriting
requirements are otherwise satisfied.
8
<PAGE>
Most of the Company's single-family residential mortgage loans are
originated for up to 80% of the lesser of the purchase price or appraised value
(although the Company will originate such loans for up to a lesser of 95% of the
appraised value of the property securing a single-family residential loan or the
purchase price of the property) for terms of up to 20 years and 30 years for
fixed-rate and adjustable-rate loans, respectively. The Company will originate
multi-family residential loans up to 80% of the value of the security property
for terms of up to 20 years and commercial real estate loans for up to 70% of
the appraised value for terms of up to 20 years. Share loans are originated in
an amount up to 95% of the savings account balance at 2% over the rate paid on
the account. Automobile loans are for up to five years for new cars and shorter
terms for loans on used cars.
Under applicable federal regulations, the permissible amount of loans
to one borrower may not exceed 15% of unimpaired capital and surplus. Loans in
an amount equal to an additional 10% of unimpaired capital and surplus also may
be made to a borrower if the loans are fully secured by readily marketable
securities. At September 30, 2000, the Company's five largest loans or groups of
loans to one borrower, including related entities, ranged from an aggregate of
$324,000 to $945,000 and the Company's loans-to-one-borrower limit was $1.2
million at such date. All of such loans were performing as of September 30,
2000.
SINGLE-FAMILY RESIDENTIAL LOANS. The Company's single-family
residential mortgage loans consist almost exclusively of conventional loans. The
Company originates solely for portfolio retention and has never sold any loans
originated. The single-family residential mortgage loans offered by the Company
currently consist of fixed-rate and adjustable-rate loans. Fixed-rate loans have
maturities of up to 20 years and are fully amortizing with monthly loan payments
sufficient to repay the total amount of the loan with interest by the end of the
loan term. At September 30, 2000, $14.9 million, or 34.4%, of the Company's
single-family residential mortgage loans were fixed-rate loans.
The adjustable-rate loans currently offered by the Company have
maturities which range up to 30 years, with interest rates which adjust every
year in accordance with a Federal Housing Finance Board index of national
contract averages of single-family loans closed in the prior month, plus a
margin. The margin established by the Company may be more or less than the
Federal Housing Finance Board index rate. The Company's adjustable-rate
residential loans generally have a cap of 1% on any increase or decrease in the
interest rate at any adjustment date and 5% over the life of the loan. The
Company's adjustable-rate loans require that any payment adjustment resulting
from a change in the interest rate be fully amortized by the end of the loan
term and, thus, do not permit so-called negative amortization. With the decline
in market rates of interest over the past few years, the Company's customers
have shown a preference for adjustable-rate loans. Originations of
adjustable-rate residential loans constituted 48.5%, 46.0% and 58.3% of total
origination of single-family residential loans during the years ended September
30, 2000, 1999 and 1998, respectively. At September 30, 2000, $28.4 million or
65.6% of the Company's single-family residential mortgage loans were
adjustable-rate loans.
9
<PAGE>
Adjustable-rate loans decrease the risks to the Company of holding
long-term mortgages, but involve other risks. In a rising interest rate
environment, as interest rates increase, the loan payment by the borrower
increases to the extent permitted by the terms of the loan, thereby increasing
the potential for default. Moreover, as interest rates increase, the
marketability of the underlying collateral property may be adversely affected by
higher interest rates. The Company believes that these risks, which have not had
a material adverse effect on the Company to date because of the generally
declining interest rate environment in recent years, generally are less than the
risks associated with holding fixed-rate loans in an increasing interest rate
environment.
The Company currently will lend up to the lesser of 95% of the
appraised value of the property securing a single-family residential loan or the
purchase price of the property. Most loans are made for up to 80% of the lesser
of the purchase price or appraised value. Beginning in May 1994, however, the
Company initiated a "First Time Homebuyer's Program," which has been popular
with customers, pursuant to which it will lend up to the lesser of 90% of the
purchase price or the appraised value of the property and offer an interest rate
which is .25% below its quoted rate. A prospective borrower must otherwise meet
the Company's underwriting standards. The Company requires either private
mortgage insurance or sufficient funds on deposit in a savings account with the
Company on any loans which are originated with a loan-to-value ratio of greater
than 80%, with the exception of "First Time Homebuyer's Program" loans. The
Company's "First Time Homebuyer's Program" contributed 15.0%, 15.6% and 23.9% of
total residential originations during fiscal 1998, 1999 and 2000.
The Company began offering home equity loans secured by the underlying
equity in the borrower's home to those borrowers with whom it has a first
mortgage loan in April 1996. Such home equity loans are amortizing loans with a
maximum term of 20 years. The Company's home equity loans require combined
loan-to-value ratios of 95% or less, depending on the borrowers debt to income
ratio.
MULTI-FAMILY RESIDENTIAL AND COMMERCIAL REAL ESTATE LENDING. At
September 30, 2000, the Company's multi-family residential loan portfolio was
comprised of ten loans, all of which are secured by apartment buildings, which
contain between 5 and 37 units. The Company will originate loans up to 80% of
the value of the security property for terms of up to 20 years. At September 30,
2000, the Company had $2.4 million, or 4.5% of the total loan portfolio,
invested in multi-family residential loans.
At September 30, 2000, the Company's commercial real estate portfolio
was comprised of 45 loans, with principal balances of up to $945,000. The
properties which secure such loans are primarily local facilities and include
land and improved land, a warehouse, churches, a multi-purpose building, and
various other small commercial facilities. The Company will originate loans for
up to 70% of the appraised value for terms of up to 20 years. At September 30,
2000, the Company's commercial real estate loan portfolio amounted to $4.4
million or 8.1% of the total loan portfolio.
10
<PAGE>
The Company evaluates various aspects of commercial and multi-family
residential real estate loan transactions in an effort to mitigate risk to the
extent possible. In underwriting these loans, consideration is given to the
stability of the property's cash flow history, future operating projections,
current and projected occupancy, position in the market, location and physical
condition. The underwriting analysis also includes credit checks and a review of
the financial condition of the borrower and guarantor, if applicable. An
appraisal report is prepared by an independent appraiser to substantiate
property values for every commercial real estate and multi-family loan
transaction.
Multi-family and commercial real estate lending entails different and
significant risks when compared to single-family residential lending because
such loans typically involve large loan balances to single borrowers and because
the payment experience on such loans is typically dependent on the successful
operation of the project or the borrower's business. These risks can also be
significantly affected by supply and demand conditions in the local market for
apartments, offices, or other commercial space. The Company attempts to minimize
its risk exposure by limiting such lending to proven owners, only considering
properties with existing operating performance which can be analyzed, requiring
conservative debt coverage ratios, and periodically monitoring the operation and
physical condition of the collateral.
NON-REAL ESTATE LOANS. At September 30, 2000, the Company had $701,000
or 1.3% of the total loan portfolio, invested in loans secured by savings
accounts. The Company will originate such loans in an amount up to 95% of the
account balance at 2% over the rate paid on the account. In addition, as of such
date, the Company had $973,000, or 1.8% of the total loan portfolio, invested in
new and used automobile loans, which are fixed-rate loans with terms ranging up
to five years in the case of loans on new cars and shorter terms for loans on
used cars; $290,000, or .5% of the total loan portfolio, invested in home
improvement loans and $2,176,000 or 4.0% of the total loan portfolio, invested
in other miscellaneous loans, primarily small, short-term unsecured loans to
customers and home equity loans.
ASSET QUALITY
GENERAL. When a borrower fails to make a required payment on a loan,
the Company attempts to cure the deficiency by contacting the borrower and
seeking payment. A notice is sent 15 days after a payment is due and, if payment
has not been received within approximately 10 days, the borrower is contacted by
phone. In most cases, deficiencies are cured promptly. If a delinquency
continues, additional efforts are made to collect the loan. While the Company
generally prefers to work with borrowers to resolve such problems, when a real
estate loan becomes 90 days delinquent, the Company institutes foreclosure
proceedings or takes such other action as may be necessary to minimize any
potential loss. The Company believes that the attention paid by its collection
department to late payments is a major reason for the low level of
non-performing assets over the last several years.
Real estate loans are placed on non-accrual status when, in the
judgment of management, the probability of collection of interest is deemed to
be insufficient to warrant further accrual. When a
11
<PAGE>
real estate loan is placed on non-accrual status, previously accrued but unpaid
interest is deducted from interest income. As a matter of policy, the Company
does not accrue interest on real estate loans past due 90 days or more.
The Company generally follows the same rigorous collection procedure
described above for its consumer loans. The Company charges off all consumer
loans after the fifth payment due is missed.
Real estate acquired as a result of foreclosure or by deed-in-lieu of
foreclosure are classified as real estate owned until sold. Pursuant to a
statement of position (SOP 92-3) issued by the AICPA in April 1992, which
provides guidance on determining the balance sheet treatment of foreclosed
assets in annual financial statements for periods ending on or after December
15, 1992, there is a rebuttable presumption that foreclosed assets are held for
sale and such assets are recommended to be carried at the lower of fair value
minus estimated costs to sell the property, or cost (generally the balance of
the loan on the property at the date of acquisition). After the date of
acquisition, all costs incurred in maintaining the property are expenses and
costs incurred for the improvement or development of such property are
capitalized up to the extent of their net realizable value.
NON-PERFORMING ASSETS. The following table sets forth the amounts and
categories of the Company's non-performing assets at the dates indicated. The
Company had no troubled debt restructurings during the periods presented.
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------------
2000 1999 1998
------------------- ------------------- -----------------
(Dollars in Thousands)
<S> <C> <C> <C>
Non-accruing loans:
Single-family residential $206 $ 153 $125
------------------- ------------------- -----------------
Total non-accruing loans 206 153 125
------------------- ------------------- -----------------
Accruing loans greater than
90 days delinquent 15 21 --
------------------- ------------------- -----------------
Total non-performing loans(1) 221 174 125
------------------- ------------------- -----------------
Real estate owned(1) -- 45 11
------------------- ------------------- -----------------
Total non-performing assets $221 $ 219 $136
=================== =================== =================
Total non-performing loans
as a percentage of total loans 0.41% 0.30% 0.27%
=================== =================== =================
Total non-performing assets
as a percentage of total assets 0.33% 0.34% 0.22%
=================== =================== =================
</TABLE>
-----------------
(1) At September 30, 2000, non-accruing single family residential loans
consist of five loans with balances ranging from $34,000 to $51,000, as
compared to five loans with balances ranging from $23,000 to $50,000 at
September 30, 1999. Accruing loans greater than 90 days delinquent at
September 30, 2000 consist of five installment loans, the largest of
which was $4,700, as compared to four installment loans at September
30, 1999, the largest of which was $9,500. Management does not expect
any material losses to be sustained as a result of these non-accrual
loans.
12
<PAGE>
For the years ended September 30, 2000 and 1999, gross interest income
which would have been recorded had the loans accounted for on a non-accrual
basis been current in accordance with their original terms amounted to $10,778
and $4,401, respectively. For the years ended September 30, 2000 and 1999,
$7,086 and $3,455 were included in interest income for these same loans prior to
the time they were placed on non-accrual status.
ALLOWANCE FOR LOAN LOSSES. The Company's policy is to establish
reserves for estimated losses on loans when it determines that a significant and
probable decline in value occurs. The allowance for losses on loans is
maintained at a level believed adequate by management to absorb estimated losses
in the portfolio. Management's determination of the adequacy of the allowance is
based on an evaluation of the portfolio, past loss experience, current economic
conditions, volume, growth and composition of the portfolio, and other relevant
factors. The allowance is increased by provisions for loan losses which are
charged against income. The Company's allowance for loan losses has historically
been predicated on its low loss experience.
The following table sets forth an analysis of the Company's allowance
for loan losses during the periods indicated.
<TABLE>
<CAPTION>
Year Ended
September 30,
------------------------------------------------------------
2000 1999 1998
------------------- -------------------- -------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at beginning of period $292 $ 288 $287
------------------- -------------------- -------------------
Charge-offs:
Single-family residential (20) (9) (6)
Consumer and other (4) (3) (5)
Recoveries:
Single-family residential 6 -- --
Consumer and other -- -- --
------------------- -------------------- -------------------
Net (charge-offs) recoveries (18) (12) (11)
Provision for loan losses 23 16 12
------------------- -------------------- -------------------
Balance at end of period $297 $ 292 $288
=================== ==================== ===================
Allowance for loan losses
as a percent of total
loans outstanding 0.55% 0.59% 0.64%
=================== ==================== ===================
Ratio of net charge-offs
to average loans outstanding 0.03% 0.02% 0.03%
=================== ==================== ===================
</TABLE>
13
<PAGE>
The following table sets forth information concerning the
allocation of the Company's allowance for loan losses by loan category at
the dates indicated.
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------------------------------------------
2000 1999 1998
---------------------------- ----------------------------- ----------------------------
Percent of Percent of Percent of
Loans to Total Loans to Total Loans to
Amount Loans Amount Loans Amount Total Loans
----------- ---------------- ------------ ---------------- ------------- --------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Single-family residential $237 79.8% $240 82.1% $247 85.9%
Multi-family residential 13 4.5 10 3.3 9 3.1
Commercial real estate 24 8.1 24 8.2 16 5.6
Other loans 23 7.6 18 6.4 16 5.6
----------- ---------------- ------------ ---------------- ------------- --------------
Total $297 100.0% $292 100.0% $288 100.0%
=========== ================ ============ ================ ============= ==============
</TABLE>
MORTGAGE-BACKED SECURITIES AND INVESTMENT SECURITIES
GENERAL. Federally-chartered savings institutions have authority to
invest in various types of liquid assets, including United States Treasury
obligations, securities of various federal agencies and of state and municipal
governments, certificates of deposit at federally-insured banks and savings and
loan associations, certain bankers' acceptances and Federal funds. Subject to
various restrictions, federally-chartered savings institutions may also invest a
portion of their assets in commercial paper, corporate debt securities and
mutual funds, the assets of which conform to the investments that
federally-chartered savings institutions are otherwise authorized to make
directly.
The Company's President has authority to implement the Company's
Board-approved investment policy. The President may make investments of up to
$500,000 without prior approval of the Board; however, the President generally
seeks Board approval on all investments over $250,000. All of such investments
are required to be reported to the Board for ratification at the next scheduled
meeting. Pursuant to the Company's investment policy, all securities are to be
purchased with the primary objective of safety of principal and liquidity and,
secondarily, with consideration given to the yield to be earned. The Company is
authorized to invest in U.S. Government and agency issues, mortgage-backed
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA"), municipal bonds issued by state or local authorities
(which generally must be rated in one of the top categories by one of the
nationally recognized rating services) and certificates of deposit in insured
institutions up to a maximum of $99,000 per institution.
MORTGAGE-BACKED SECURITIES. The Company maintains a significant
portfolio of mortgage-backed securities as a means of investing in
housing-related mortgage instruments without the costs associated with
originating mortgage loans for portfolio retention and with limited credit risk
of
14
<PAGE>
default which arises in holding a portfolio of loans to maturity.
Mortgage-backed securities (which also are known as mortgage participation
certificates or pass-through certificates) represent a participation interest in
a pool of single-family mortgages. The principal and interest payments on
mortgage-backed securities are passed from the mortgage originators, as
servicer, through intermediaries (generally U.S. Government agencies and
government-sponsored enterprises) that pool and repackage the participation
interests in the form of securities, to investors such as the Company. Such U.S.
Government agencies and government sponsored enterprises, which guarantee the
payment of principal and interest to investors, primarily include the FHLMC, the
FNMA and the GNMA.
The FHLMC is a public corporation chartered by the U.S. Government and
owned by the 12 Federal Home Loan Banks and federally-insured savings
institutions. The FHLMC issues participation certificates backed principally by
conventional mortgage loans. The FHLMC guarantees the timely payment of interest
and the ultimate return of principal on participation certificates. The FNMA is
a private corporation chartered by the U.S. Congress with a mandate to establish
a secondary market for mortgage loans. The FNMA guarantees the timely payment of
principal and interest on FNMA securities. FHLMC and FNMA securities are not
backed by the full faith and credit of the United States, but because the FHLMC
and the FNMA are U.S. Government-sponsored enterprises, these securities are
considered to be among the highest quality investments with minimal credit
risks. The GNMA is a government agency within the Department of Housing and
Urban Development which is intended to help finance government-assisted housing
programs. GNMA securities are backed by FHA-insured and VA-guaranteed loans, and
the timely payment of principal and interest on GNMA securities are guaranteed
by the GNMA and backed by the full faith and credit of the U.S. Government.
Because the FHLMC, the FNMA and the GNMA were established to provide support for
low- and middle-income housing, there are limits to the maximum size of loans
that qualify for these programs. At September 30, 2000, the Company had an
aggregate of $3.3 million, or 39.8% of total mortgage-backed securities (held to
maturity and available for sale), invested in GNMA, FNMA and FHLMC certificates
and, as of such date, the Company had $5.0 million, or 60.2% of total
mortgage-backed securities, invested in eight collateralized mortgage
obligations ("CMOs").
In contrast to pass-through mortgage-backed securities, in which cash
flow is received pro rata by all security holders, the cash flow from the
mortgages underlying a CMO is segmented and paid in accordance with a
predetermined priority to investors holding various CMO classes. By allocating
the principal and interest cash flows from the underlying collateral among the
separate CMO classes, different classes of bonds are created, each with its own
stated maturity, estimated average life, coupon rate and prepayment
characteristics. The Company's CMO's were issued by the GNMA and FNMA and are
performing in accordance with their terms. As of September 30, 2000, the Company
did not own any mortgage-related securities designated as "high-risk mortgage
securities" under OTS pronouncements.
Mortgage-backed securities typically are issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range
15
<PAGE>
and have varying maturities. The underlying pool of mortgages can be composed of
either fixed-rate or adjustable-rate loans. As a result, the risk
characteristics of the underlying pool of mortgages, (i.e., fixed-rate or
adjustable-rate) as well as prepayment risk, are passed on to the certificate
holder. The life of a mortgage-backed pass-through security thus approximates
the life of the underlying mortgages.
Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which offer nominal credit risk. In addition, mortgage-backed
securities are more liquid than individual mortgage loans and may be used to
collateralize certain obligations. At September 30, 2000, none of the Company's
mortgage-backed securities were pledged as security for an obligation.
Mortgage-backed securities issued or guaranteed by the FNMA or the FHLMC (except
interest-only securities or the residual interests in CMOs) are weighted at no
more than 20.0% for risk-based capital purposes, compared to a weight of 50.0%
to 100.0% for residential loans.
The Company's mortgage-backed securities are classified as either held
to maturity or available for sale based upon the Company's intent and ability to
hold such securities to maturity at the time of purchase, in accordance with
GAAP. The mortgage-backed securities of the Company which are held to maturity
are carried at cost, adjusted for the amortization of premiums and the accretion
of discounts using a method which approximates a level yield, while
mortgage-backed securities available for sale are carried at the lower of cost
or current market value. See Notes 1, 5 and 6 of the Notes to Consolidated
Financial Statements.
16
<PAGE>
The following table sets forth the composition of the Company's
mortgage-backed securities held to maturity at the dates indicated.
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------------------
2000 1999 1998
-------------------- --------------------- --------------------
(Dollars in Thousands)
<S> <C> <C> <C>
GNMA certificates $ 17 $ 18 $ 19
FNMA certificates 808 1,013 1,405
FHLMC certificates 1,371 1,703 2,107
Collateralized mortgage
obligations 1,577 1,584 1,593
-------------------- --------------------- --------------------
Total mortgage-backed
securities held to maturity 3,773 4,318 5,124
Unamortized premiums 108 131 155
Unearned discounts (4) (6) (10)
-------------------- --------------------- --------------------
Net mortgage-backed securities
held to maturity $3,877 $4,443 $5,269
==================== ===================== ====================
Weighted average interest rate 6.25% 6.31% 6.66%
==================== ===================== ====================
</TABLE>
The following table sets forth the composition of the Company's
mortgage-backed securities available for sale at the dates indicated.
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------
2000 1999 1998
--------------------- -------------------- ---------------------
(Dollars in Thousands)
<S> <C> <C> <C>
GNMA certificates $ 375 $ 445 $ 613
FNMA certificates 400 461 571
FHLMC certificates 268 318 445
Collateralized mortgage
obligations 3,645 3,644 3,983
--------------------- -------------------- ---------------------
Total mortgage-backed
securities available for sale 4,688 4,868 5,612
Unamortized premiums 31 37 41
Unearned discounts (113) (121) (133)
Unrealized holding gain (loss)
on mortgage-backed securities
available for sale (195) (81) 98
--------------------- -------------------- ---------------------
Net mortgage-backed securities
available for sale $4,411 $4,703 $5,618
===================== ==================== =====================
Weighted average interest rate 5.82% 5.85% 6.46%
===================== ==================== =====================
</TABLE>
17
<PAGE>
The following table sets forth the activity in the Company's aggregate
mortgage-backed securities portfolio (held to maturity and available for sale)
during the periods indicated.
<TABLE>
<CAPTION>
At or For the Year Ended
September 30,
-----------------------------------------------------------------
2000 1999 1998
--------------------- ---------------------- --------------------
(In Thousands)
<S> <C> <C> <C>
Mortgage-backed securities at
beginning of period $ 9,146 $ 10,887 $7,826
Purchases -- -- 4,375
Repayments (720) (1,549) (1,357)
Sales -- -- --
Accretion and amortization, net (24) (13) (23)
Net change in unrealized holding
gain on available for sale securities (114) (179) 66
--------------------- ---------------------- --------------------
Mortgage-backed securities at
end of period $8,288 $ 9,146 $10,887
===================== ====================== ====================
</TABLE>
At September 30, 2000, the weighted average contractual maturity of the
Company's aggregate mortgage-backed securities (held to maturity and available
for sale) was approximately 23 years. The actual maturity of a mortgage-backed
security is less than its stated maturity due to prepayments of the underlying
mortgages. Prepayments that are faster than anticipated may shorten the life of
the security and adversely affect its yield to maturity. The yield is based upon
the interest income and the amortization of any premium or discount related to
the mortgage-backed security. In accordance with GAAP, premiums and discounts
are amortized over the estimated lives of the securities, which decrease and
increase interest income, respectively. The prepayment assumptions used to
determine the amortization period for premiums and discounts can significantly
affect the yield of the mortgage-backed security, and these assumptions are
reviewed periodically to reflect actual prepayments. Although prepayments of
underlying mortgages depend on many factors, the difference between the interest
rates on the underlying mortgages and the prevailing mortgage interest rates
generally is the most significant determinant of the rate of prepayments. During
periods of falling mortgage interest rates, if the coupon rate of the underlying
mortgages exceeds the prevailing market interest rates offered for mortgage
loans, refinancing generally increases and accelerates the prepayment of the
underlying mortgages and the related security. Under such circumstances, the
Company may be subject to reinvestment risk because to the extent that the
Company's mortgage-related securities amortize or prepay faster than
anticipated, the Company may not be able to reinvest the proceeds of such
repayments and prepayments at a comparable rate.
INVESTMENT SECURITIES. The following table sets forth certain
information relating to the Company's investment securities held to maturity at
the dates indicated.
18
<PAGE>
<TABLE>
<CAPTION>
September 30,
-------------------------------------------------------------------
2000 1999 1998
---------------------- ---------------------- ---------------------
(In Thousands)
<S> <C> <C> <C>
U.S. Government agency
securities $ 491 $ 495 $ 849
Municipal bonds 1,089 1,091 1,473
Certificates of deposit -- 190 483
FHLB stock 599 541 505
---------------------- ---------------------- ---------------------
Total $2,179 $2,317 $3,310
====================== ====================== =====================
</TABLE>
The following table sets forth certain information relating to the
Company's investment securities available for sale at the dates indicated.
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------------
2000 1999 1998
----------------------- ----------------------- ----------------------
(In Thousands)
<S> <C> <C> <C>
U.S. Government agency securities $350 $800 $600
Total investment
securities available
for sale 350 800 600
Unrealized holding gain (loss) on
investment securities available for
sale (4) (9) 10
----------------------- ----------------------- ----------------------
Net investment securities
available for sale $346 $791 $610
======================= ======================= ======================
</TABLE>
The following table sets forth certain information regarding the
maturities of the Company's investment securities at September 30, 2000.
<TABLE>
<CAPTION>
Contractually Maturing
--------------------------------------------------------------------------------------------
Weighted Weighted Weighted Weighted
Under 1 Average Average Average Over 10 Average
Year Yield 1-5 Years Yield 6-10 Years Yield Years Yield
---------- ----------- ---------- ----------- ----------- ----------- ---------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government
agency securities $-- --% $ 591 7.00% $246 6.97% $ -- --%
Municipal bonds -- -- 894 5.23 195 4.88 -- --
FHLB stock -- -- -- -- -- -- 599 7.50
Total $-- --% $1,485 5.94% $441 6.05% $ 599 7.50%
========== =========== ========== =========== =========== =========== ========== ===========
</TABLE>
The Company's investment securities are classified as either held to
maturity or available for sale at the time of purchase, in accordance with
Generally Accepted Accounting Principles.
19
<PAGE>
SOURCES OF FUNDS
GENERAL. The Company's principal source of funds for use in lending and
for other general business purposes has traditionally come from deposits
obtained through its main and branch offices. The Company also derives funds
from amortization and prepayments of outstanding loans and mortgage-backed
securities, from maturing investment securities and from advances from the FHLB
of Cincinnati. Loan repayments are a relatively stable source of funds, while
deposit inflows and outflows are significantly influenced by general interest
rates and money market conditions. The Company uses borrowings to supplement its
deposits as a source of funds.
DEPOSITS. The Company's current deposit products primarily include
passbook accounts and certificates of deposit ranging in terms from six months
to 37 months, and to a lesser extent, demand accounts. The Company's deposit
products also include Individual Retirement Account ("IRA") certificates.
The Company's deposits are obtained from residents in its primary
market area. The Company attracts local deposit accounts by offering competitive
interest rates. The Company utilizes traditional marketing methods to attract
new customers and savings deposits, including print media and radio advertising.
The following table sets forth the dollar amount and average interest
rates of deposits in the various types of deposit programs offered by the
Company at the dates indicated.
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------------------------------------
2000 1999 1998
------------------------------- ----------------------------- --------------------------------
Amount Percentage Amount Percentage Amount Percentage
-------------- ---------------- ------------- --------------- --------------- ----------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Certificate accounts:
2.00 - 4.00% $ -- --% $ 531 1.1% $ 290 .7%
4.01 - 6.00% 4,986 10.8 25,950 54.4 20,307 44.7
6.01 - 8.00% 30,884 66.6 9,787 20.5 14,514 31.9
-------------- ---------------- ------------- --------------- --------------- ----------------
Total certificate accounts 35,870 77.4 36,268 76.0 35,111 77.3
-------------- ---------------- ------------- --------------- --------------- ----------------
Transaction accounts:
Passbook accounts 8,343 18.0 9,258 19.4 8,797 19.4
Christmas Club 89 .2 103 .2 98 .2
Demand accounts 2,064 4.4 2,114 4.4 1,431 3.1
-------------- ---------------- ------------- --------------- --------------- ----------------
Total transaction accounts 10,496 22.6 11,475 24.0 10,326 22.7
-------------- ---------------- ------------- --------------- --------------- ----------------
Total deposits $46,366 100.0% $47,743 100.0% $45,437 100.0%
============== ================ ============= =============== =============== ================
</TABLE>
The following table sets forth the savings activities of the Company
during the periods indicated.
20
<PAGE>
<TABLE>
<CAPTION>
Year Ended
September 30,
-------------------------------------------------------
2000 1999 1998
------------------- ----------------- -----------------
(In Thousands)
<S> <C> <C> <C>
Deposits $ 51,560 $ 46,336 $ 37,946
Withdrawals (54,304) (45,805) (39,377)
----------------- -----------------
Net increase (decrease)
before interest credited (3,144) 531 (1,431)
Interest credited 1,767 1,775 1,875
------------------- ----------------- -----------------
Net increase (decrease) in
deposits $(1,377) $ 2,306 $ 444
=================== ================= =================
</TABLE>
The following table shows the contractual interest rate and maturity
information for the Company's certificates of deposit at September 30, 2000.
<TABLE>
<CAPTION>
Maturity Date
-------------------------------------------------------------------------------------------
One Year Over Over Over
or Less 1-2 Years 2-3 Years 3 Years Total
------------------ ------------------ ------------------ ------------------ ---------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
2.00 - 4.00% $ -- $ -- $ -- $ -- $ --
4.01 - 6.00% 765 3,835 374 12 4,986
6.01 - 8.00% 25,176 3,511 1,546 651 30,884
------------------ ------------------ ------------------ ------------------ ---------------
Total $25,941 $7,346 $1,920 $663 $35,870
================== ================== ================== ================== ===============
</TABLE>
The following table sets forth the maturities of the Company's
certificates of deposit having principal amounts of $100,000 or more at
September 30, 2000. The Company does not use brokered deposits and the
substantial majority of all funds are from within the local market area.
<TABLE>
<CAPTION>
Certificates of deposit maturing
in quarter ending:
---------------------------------------------------------- ---------------------------
(In Thousands)
<S> <C>
December 31, 2000 $1,267
March 31, 2001 617
June 30, 2001 937
September 30, 2001 886
After September 30, 2001 1,298
---------------------------
Total certificates of deposit with
balances of $100,000 or more $5,005
===========================
</TABLE>
BORROWINGS. The Company may obtain advances from the FHLB of Cincinnati
upon the security of the common stock it owns in that bank and certain of its
residential mortgage loans and
21
<PAGE>
securities held to maturity, provided certain standards related to
creditworthiness have been met. Such advances are made pursuant to several
credit programs, each of which has its own interest rate and range of
maturities. At September 30, 2000, the Company had $11.7 million in outstanding
advances from the FHLB of Cincinnati.
The following table sets forth the maximum month-end balance and
average balance of the Company's FHLB advances during the periods indicated.
<TABLE>
<CAPTION>
Year Ended
September 30,
--------------------------------------------------------------------
2000 1999 1998
--------------------------- --------------------- ------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Maximum balance $11,746 $7,846 $7,004
Average balance 10,056 7,123 6,296
Year end balance 11,690 7,846 7,004
Weighted average
interest rate:
At end of year 6.31% 5.33% 5.34%
During the year 6.07 5.18 5.43
</TABLE>
SUBSIDIARIES
The Savings Bank is permitted to invest up to 2% of its assets in the
capital stock of, or secured or unsecured loans to, subsidiary corporations,
with an additional investment of 1% of assets when such additional investment is
utilized primarily for community development purposes. The Savings Bank has no
subsidiaries.
COMPETITION
The Company faces strong competition both in attracting deposits and
making real estate loans. Its most direct competition for deposits has
historically come from other savings associations, credit unions and commercial
banks located within 15 miles of Ironton, which covers Lawrence County, Ohio,
Boyd and Greenup Counties, Kentucky and Cabell County, West Virginia, including
many large financial institutions which have greater financial and marketing
resources available to them.
The Company's primary market area is Lawrence County, Ohio. Lawrence
County has three banks with nine offices and four thrift institutions with eight
offices which all compete for deposits and loans. Lawrence County has a very
competitive financial institution market dominated in total deposits by banks.
The Company is much smaller in size than many of its competitors in terms of
assets and is less diversified.
22
<PAGE>
In addition, during times of high interest rates, the Company has faced
additional significant competition for investors' funds from short-term money
market securities, mutual funds and other corporate and government securities.
The ability of the Company to attract and retain savings deposits depends on its
ability to generally provide a rate of return, liquidity and risk comparable to
that offered by competing investment opportunities.
The Company experiences strong competition for real estate loans
principally from other savings associations, commercial banks and mortgage
banking companies. The Company competes for loans principally through interest
rates, by minimizing loan fees, and the efficiency and quality of services it
provides borrowers. Competition may increase as a result of the continuing
reduction of restrictions on the interstate operations of financial
institutions.
REGULATION
SET FORTH BELOW IS A BRIEF DESCRIPTION OF THOSE LAWS AND REGULATIONS
WHICH, TOGETHER WITH THE DESCRIPTIONS OF LAWS AND REGULATIONS CONTAINED
ELSEWHERE HEREIN, ARE DEEMED MATERIAL TO AN INVESTOR'S UNDERSTANDING OF THE
EXTENT TO WHICH THE COMPANY AND THE SAVINGS BANK ARE REGULATED. THE DESCRIPTION
OF THE LAWS AND REGULATIONS HEREUNDER, AS WELL AS DESCRIPTIONS OF LAWS AND
REGULATIONS CONTAINED ELSEWHERE HEREIN, DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO APPLICABLE LAWS AND REGULATIONS.
CERTAIN FEDERAL BANKING LAWS HAVE BEEN RECENTLY AMENDED. SEE "REGULATION-THE
COMPANY-FINANCIAL MODERNIZATION."
THE COMPANY. The Company, as a savings and loan holding company within
the meaning of the Home Owners Loan Act ("HOLA"), has registered with the OTS
and is subject to OTS regulations, examinations, supervision and reporting
requirements. As a subsidiary of a savings and loan holding company, the Savings
Bank is subject to certain restrictions in its dealings with the Company and
affiliates thereof.
ACTIVITIES RESTRICTIONS. There are generally no restrictions on the
activities of a savings and loan holding company which holds only one subsidiary
savings institution. However, if the Director of the OTS determines that there
is reasonable cause to believe that the continuation by a savings and loan
holding company of an activity constitutes a serious risk to the financial
safety, soundness or stability of its subsidiary savings institution, the
Director may impose such restrictions as deemed necessary to address such risk,
including limiting (i) payment of dividends by the savings institution; (ii)
transactions between the savings institution and its affiliates; and (iii) any
activities of the savings institution that might create a serious risk that the
liabilities of the holding company and its affiliates may be imposed on the
savings institution. Notwithstanding the above rules as to permissible business
activities of unitary savings and loan holding companies, if the savings
institution subsidiary of such a holding company fails to meet the QTL test, as
discussed under "- The Savings Bank - Qualified Thrift Lender Test," then such
unitary holding company also shall become subject to the activities restrictions
applicable to multiple savings and loan holding companies and, unless the
savings institution requalifies as a QTL within one year thereafter, shall
register as, and become subject to the restrictions applicable to, a bank
holding company. See "- The Savings Bank - Qualified Thrift Lender Test."
23
<PAGE>
If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Savings Bank,
the Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where each subsidiary savings institution meets the QTL
test, as set forth below, the activities of the Company and any of its
subsidiaries (other than the Savings Bank or other subsidiary savings
institutions) would thereafter be subject to further restrictions. Among other
things, no multiple savings and loan holding company or subsidiary thereof which
is not a savings institution shall commence or continue for a limited period of
time after becoming a multiple savings and loan holding company or subsidiary
thereof any business activity, upon prior notice to, and no objection by the
OTS, other than: (i) furnishing or performing management services for a
subsidiary savings institution; (ii) conducting an insurance agency or escrow
business; (iii) holding, managing, or liquidating assets owned by or acquired
from a subsidiary savings institution; (iv) holding or managing properties used
or occupied by a subsidiary savings institution; (v) acting as trustee under
deeds of trust; (vi) those activities authorized by regulation as of March 5,
1987 to be engaged in by multiple savings and loan holding companies; or (vii)
unless the Director of the OTS by regulation prohibits or limits such activities
for savings and loan holding companies, those activities authorized by the
Federal Reserve Board ("FRB") as permissible for bank holding companies. Those
activities described in (vii) above also must be approved by the Director of the
OTS prior to being engaged in by a multiple savings and loan holding company.
LIMITATIONS ON TRANSACTIONS WITH AFFILIATES. Transactions between
savings institutions and any affiliate are governed by Sections 23A and 23B of
the Federal Reserve Act. An affiliate of a savings institution is any company or
entity which controls, is controlled by or is under common control with the
savings institution. In a holding company context, the parent holding company of
a savings institution (such as the Company) and any companies which are
controlled by such parent holding company are affiliates of the savings
institution. Generally, Sections 23A and 23B (i) limit the extent to which the
savings institution or its subsidiaries may engage in "covered transactions"
with any one affiliate to an amount equal to 10% of such institution's capital
stock and surplus, and contain an aggregate limit on all such transactions with
all affiliates to an amount equal to 20% of such capital stock and surplus and
(ii) require that all such transactions be on terms substantially the same, or
at least as favorable, to the institution or subsidiary as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar transactions. In
addition to the restrictions imposed by Sections 23A and 23B, no savings
institution may (i) loan or otherwise extend credit to an affiliate, except for
any affiliate which engages only in activities which are permissible for bank
holding companies, or (ii) purchase or invest in any stocks, bonds, debentures,
notes or similar obligations of any affiliate, except for affiliates which are
subsidiaries of the savings institution.
In addition, Sections 22(h) and (g) of the Federal Reserve Act places
restrictions on loans to executive officers, directors and principal
stockholders. Under Section 22(h), loans to a director, an executive officer and
to a greater than 10% stockholder of a savings institution, and certain
affiliated interests of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the savings
institution's loans to one borrower limit (generally equal to 15% of
24
<PAGE>
the institution's unimpaired capital and surplus). Section 22(h) also requires
that loans to directors, executive officers and principal stockholders be made
on terms substantially the same as offered in comparable transactions to other
persons unless the loans are made pursuant to a benefit or compensation program
that (i) is widely available to employees of the institution and (ii) does not
give preference to any director, executive officer or principal stockholder, or
certain affiliated interests of either, over other employees of the savings
institution. Section 22(h) also requires prior board approval for certain loans.
In addition, the aggregate amount of extensions of credit by a savings
institution to all insiders cannot exceed the institution's unimpaired capital
and surplus. Furthermore, Section 22(g) places additional restrictions on loans
to executive officers. At September 30, 2000, the Savings Bank was in compliance
with the above restrictions.
RESTRICTIONS ON ACQUISITIONS. Except under limited circumstances,
savings and loan holding companies are prohibited from acquiring, without prior
approval of the Director of the OTS, (i) control of any other savings
institution or savings and loan holding company or substantially all the assets
thereof or (ii) more than 5% of the voting shares of a savings institution or
holding company thereof which is not a subsidiary. Except with the prior
approval of the Director of the OTS, no director or officer of a savings and
loan holding company or person owning or controlling by proxy or otherwise more
than 25% of such company's stock, may acquire control of any savings
institution, other than a subsidiary savings institution, or of any other
savings and loan holding company.
The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if (i) the multiple savings and loan holding
company involved controls a savings institution which operated a home or branch
office located in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act ("FDIA"); or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by the state-chartered institutions or savings and loan holding
companies located in the state where the acquiring entity is located (or by a
holding company that controls such state-chartered savings institutions).
Under the Bank Holding Company Act of 1956, the FRB is authorized to
approve an application by a bank holding company to acquire control of a savings
institution. In addition, a bank holding company that controls a savings
institution may merge or consolidate the assets and liabilities of the savings
institution with, or transfer assets and liabilities to, any subsidiary bank
which is a member of the BIF with the approval of the appropriate federal
banking agency and the FRB. As a result of these provisions, there have been a
number of acquisitions of savings institutions by bank holding companies in
recent years.
FINANCIAL MODERNIZATION. Under the Gramm-Leach-Bliley Act enacted into
law on November 12, 1999, no company may acquire control of a savings and loan
holding company after May 4, 1999, unless the company is engaged only in
activities traditionally permitted to a multiple savings and loan holding
company or newly permitted to a financial holding company under Section 4(k) of
the Bank Holding Company Act. Existing savings and loan holding companies and
those
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formed pursuant to an application filed with the Office of Thrift Supervision
before May 4, 1999, may engage in any activity including non-financial or
commercial activities provided such companies control only one savings and loan
association that meets the Qualified Thrift Lender test. Corporate
reorganizations are permitted, but the transfer of grandfathered unitary thrift
holding company status through acquisition is not permitted.
THE SAVINGS BANK. The OTS has extensive authority over the operations
of federally chartered savings institutions. As part of this authority, savings
institutions are required to file periodic reports with the OTS and are subject
to periodic examinations by the OTS and the FDIC. The last regulatory
examination of the Savings Bank by the OTS was as of September 30, 1999. The
investment and lending authority of savings institutions are prescribed by
federal laws and regulations, and such institutions are prohibited from engaging
in any activities not permitted by such laws and regulations. Those laws and
regulations generally are applicable to all federally chartered savings
institutions and may also apply to state-chartered savings institutions. Such
regulation and supervision is primarily intended for the protection of
depositors.
The OTS' enforcement authority over all savings institutions and their
holding companies includes, among other things, the ability to assess civil
money penalties, to issue cease and desist or removal orders and to initiate
injunctive actions. In general, these enforcement actions may be initiated for
violations of laws and regulations and unsafe or unsound practices. Other
actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with the OTS.
INSURANCE OF ACCOUNTS. The deposits of the Savings Bank are currently
insured by the SAIF of the FDIC. Both the SAIF and the Bank Insurance Fund
("BIF"), the federal deposit insurance fund that covers commercial bank
deposits, are required by law to attain and thereafter maintain a reserve ratio
of 1.25% of insured deposits.
The BIF fund met its target reserve level in September 1995, but the
SAIF was not expected to meet its target reserve level until at least 2002.
Consequently, in late 1995, the FDIC approved a final rule regarding deposit
insurance premiums which, effective with respect to the semiannual premium
assessment beginning January 1, 1996, reduced deposit insurance premiums for BIF
member institutions to zero basis points (subject to an annual minimum of
$2,000) for institutions in the lowest risk category. Deposit insurance premiums
for SAIF members were maintained at their existing levels (23 basis points for
institutions in the lowest risk category).
On September 30, 1996, President Clinton signed into law legislation
which eliminated the premium differential between SAIF-insured institutions and
BIF-insured institutions by recapitalizing the SAIF's reserves to the required
ratio. The legislation provided that all SAIF member institutions pay a one-time
special assessment to recapitalize the SAIF, which in the aggregate was
sufficient to bring the reserve ratio of the SAIF to 1.25% of insured deposits.
The legislation also provided for the merger of the BIF and the SAIF, with such
merger being conditioned upon the prior elimination of the thrift charter.
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Effective October 8, 1996, FDIC regulations imposed a one-time special
assessment of 65.7 basis points on SAIF-assessable deposits as of March 31,
1995, which was collected on November 27, 1996. The Savings Bank's one-time
special assessment amounted to $269,363 ($177,780 net of related tax benefits).
The payment of such special assessment had the effect of immediately reducing
the Savings Bank's capital by such an amount. Nevertheless, management does not
believe that this one-time special assessment will have a material adverse
effect on the Company's consolidated financial condition or cause non-compliance
with the Savings Bank's regulatory capital requirements.
In the fourth quarter of 1996, the FDIC lowered the assessment rates
for SAIF members to reduce the disparity in the assessment rates paid by BIF and
SAIF members. Beginning October 1, 1996, effective SAIF rates generally ranged
from zero basis points to 27 basis points, except that during the fourth quarter
of 1996, the rates for SAIF members ranged from 18 basis points to 27 basis
points in order to include assessments paid to the Financing Corporation
("FICO"). From 1997 through 1999, SAIF members paid 6.4 basis points to fund the
FICO, while BIF member institutions paid about 1.3 basis points. The Savings
Bank's insurance premiums, which amounted to 23 basis points were reduced to 6.4
basis points, effective January 1, 1997.
The FDIC may terminate the deposit insurance of any insured depository
institution, including the Savings Bank, if it determines after a hearing that
the institution has engaged or is engaging in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of the Savings Bank's deposit insurance.
REGULATORY CAPITAL REQUIREMENTS. OTS capital regulations require
savings institutions to satisfy minimum capital standards: risk-based capital
requirements, a leverage requirement and a tangible capital requirement. Savings
institutions must meet each of these standards in order to be deemed in
compliance with OTS capital requirements. In addition, the OTS may require a
savings institutions to maintain capital above the minimum capital levels.
All savings institutions are required to meet a minimum risk-based
capital requirement of total capital (core capital plus supplementary capital)
equal to 8% of risk-weighted assets (which includes the credit risk equivalents
of certain off-balance sheet items). In calculating total capital for purposes
of the risk-based requirement, supplementary capital may not exceed 100% of core
capital. Under the leverage requirement, a savings institution is required to
maintain core capital equal to a minimum of 3% of adjusted total assets. (In
addition, under the prompt corrective action provisions of the OTS regulations,
all but the most highly-rated institutions must maintain a minimum leverage
ratio of 4% in order to be adequately capitalized. See "--Prompt Corrective
Action.") A savings
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institution is also required to maintain tangible capital in an amount at least
equal to 1.5% of its adjusted total assets.
The foregoing capital requirements are viewed as minimum standards by
the OTS, and most institutions are expected to maintain capital levels well
above the minimum. In addition, the OTS regulations provide that minimum capital
levels higher than those provided in the regulations may be established by the
OTS for individual savings institutions, upon a determination that the savings
institution's capital is or may become inadequate in view of its circumstances.
The OTS regulations provide that higher individual minimum regulatory capital
requirements may be appropriate in circumstances where, among others: (1) a
savings institution has a high degree of exposure to interest rate risk,
prepayment risk, credit risk, concentration of credit risk, certain risks
arising from nontraditional activities, or similar risks or a high proportion of
off-balance sheet risk; (2) a savings institution is growing, either internally
or through acquisitions, at such a rate that supervisory problems are presented
that are not dealt with adequately by OTS regulations; and (3) a savings
institution may be adversely affected by activities or condition of its holding
company, affiliates, subsidiaries or other persons or savings institutions with
which it has significant business relationships. The Savings Bank is not subject
to any such individual minimum regulatory capital requirement.
In March 1999, the federal banking agencies amended their risk-based
and leverage capital standards to make uniform their regulations. In particular,
the agencies made risk-based capital treatments for construction loans on
presold residential properties, real estate loans secured by junior liens on
1-to 4-family residential properties, and investments in mutual funds consistent
among the agencies, and simplified and made uniform the agencies' Tier 1
leverage capital standards. The most highly-rated institutions must maintain a
minimum Tier 1 leverage ratio of 3.0 percent, with all other institutions
required to maintain a minimum leverage ratio of 4.0 percent. The OTS
regulations now state that higher-than-minimum capital levels may be required if
warranted, and that institutions should maintain capital levels consistent with
their risk exposures.
Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the OTS or the FDIC. Such actions
could include a capital directive, a cease and desist order, civil money
penalties, the establishment of restrictions on the institution's operations,
termination of federal deposit insurance and the appointment of a conservator or
receiver. The OTS' capital regulation provides that such actions, through
enforcement proceedings or otherwise, could require one or more of a variety of
corrective actions.
PROMPT CORRECTIVE ACTION. Under Section 38 of the Federal Deposit
Insurance Act ("FDIA"), each federal banking agency was required to implement a
system of prompt corrective action for institutions which it regulates. The
federal banking agencies, including the OTS, adopted substantially similar
regulations to implement Section 38 of the FDIA, effective as of December 19,
1992. Under the regulations, an institution is deemed to be (i) "well
capitalized" if it has total risk-based capital of 10.0% or more, has a Tier 1
risk-based capital ratio of 6.0% or more, has a Tier 1 leverage capital ratio of
5.0% or more and is not subject to any order or final capital directive to meet
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and maintain a specific capital level for any capital measure, (ii) "adequately
capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier
1 risk-based capital ratio of 4.0% or more and a Tier 1 leverage capital ratio
of 4.0% or more (3.0% under certain circumstances) and does not meet the
definition of "well capitalized," (iii) "undercapitalized" if it has a total
risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital
ratio that is less than 4.0% or a Tier 1 leverage capital ratio that is less
than 4.0% (3.0% under certain circumstances), (iv) "significantly
undercapitalized" if it has a total risk-based capital ratio that is less than
6.0%, a Tier 1 risk-based capital ratio that is less than 3.0% or a Tier 1
leverage capital ratio that is less than 3.0%, and (v) "critically
undercapitalized" if it has a ratio of tangible equity to total assets that is
equal to or less than 2.0%. Section 38 of the FDIA and the regulations
promulgated thereunder also specify circumstances under which a federal banking
agency may reclassify a well capitalized institution as adequately capitalized
and may require an adequately capitalized institution or an undercapitalized
institution to comply with supervisory actions as if it were in the next lower
category (except that the FDIC may not reclassify a significantly
undercapitalized institution as critically undercapitalized).
An institution generally must file a written capital restoration plan
which meets specified requirements with an appropriate federal banking agency
within 45 days of the date that the institution receives notice or is deemed to
have notice that it is undercapitalized, significantly undercapitalized or
critically undercapitalized. A federal banking agency must provide the
institution with written notice of approval or disapproval within 60 days after
receiving a capital restoration plan, subject to extensions by the agency.
An institution which is required to submit a capital restoration plan
must concurrently submit a performance guaranty by each company that controls
the institution. Such guaranty shall be limited to the lesser of (i) an amount
equal to 5.0% of the institution's total assets at the time the institution was
notified or deemed to have notice that it was undercapitalized or (ii) the
amount necessary to restore the relevant capital measures of the institution to
the levels required for the institution to be classified as adequately
capitalized. Such a guarantee shall expire after the federal banking agency
notifies the institution that it has remained adequately capitalized for each of
four consecutive calendar quarters. An institution which fails to submit a
written capital restoration plan within the requisite period, including any
required performance guarantee(s), or fails in any material respect to implement
a capital restoration plan, shall be subject to the restrictions in Section 38
of the FDIA which are applicable to significantly undercapitalized institutions.
Immediately upon becoming undercapitalized, an institution shall become
subject to the provisions of Section 38 of the FDIA (i) restricting payment of
capital distributions and management fees, (ii) requiring that the appropriate
federal banking agency monitor the condition of the institution and its efforts
to restore its capital, (iii) requiring submission of a capital restoration
plan, (iv) restricting the growth of the institution's assets and (v) requiring
prior approval of certain expansion proposals. The appropriate federal banking
agency for an undercapitalized institution also may take any number of
discretionary supervisory actions if the agency determines that any of these
actions is necessary to resolve the problems of the institution at the least
possible long-term cost to
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the deposit insurance fund, subject in certain cases to specified procedures.
These discretionary supervisory actions include requiring the institution to
raise additional capital; restricting transactions with affiliates; restricting
interest rates paid by the institution on deposits; requiring replacement of
senior executive officers and directors; restricting the activities of the
institution and its affiliates; requiring divestiture of the institution or the
sale of the institution to a willing purchaser; and any other supervisory action
that the agency deems appropriate. These and additional mandatory and permissive
supervisory actions may be taken with respect to significantly undercapitalized
and critically undercapitalized institutions.
At September 30, 2000, the Savings Bank was deemed a "well capitalized"
institution for purposes of the above regulations and as such was not subject to
the above mentioned restrictions.
LIQUIDITY REQUIREMENTS. All savings institutions are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings institutions. At the present time, the required minimum
liquid asset ratio is 4%. At September 30, 2000, the Savings Bank's liquidity
ratio was 24.7%.
CAPITAL DISTRIBUTIONS. OTS regulations govern capital distributions by
savings institutions, which include cash dividends, stock redemptions or
repurchases, cash-out mergers, interest payments on certain convertible debt and
other transactions charged to the capital account of a savings institution to
make capital distributions.
In January 1999, the OTS amended its capital distribution regulation to
bring such regulations into greater conformity with the other bank regulatory
agencies. Under the regulation, certain savings institutions would not be
required to file with the OTS. Specifically, savings institutions that would be
well capitalized following a capital distribution would not be subject to any
requirement for notice or application unless the total amount of all capital
distributions, including any proposed capital distribution, for the applicable
calendar year would exceed an amount equal to the savings institution's net
income for that year to date plus the savings institution's retained net income
for the preceding two years. Because the Savings Bank is a subsidiary of the
Company, the regulation, however, would require the Savings Bank to provide
notice to the OTS of its intent to make a capital distribution, unless an
application is otherwise required. The Savings Bank does not believe that the
regulation will adversely affect its ability to make capital distributions.
LOANS TO ONE BORROWER. The permissible amount of loans-to-one borrower
now generally follows the national bank standard for all loans made by savings
institutions, as compared to the pre-FIRREA rule that applied that standard only
to commercial loans made by federally chartered savings institutions. The
national bank standard generally does not permit loans-to-one borrower to exceed
15% of unimpaired capital and unimpaired surplus. Loans in an amount equal to an
additional 10% of unimpaired capital and unimpaired surplus also may be made to
a borrower if the loans are fully secured by readily marketable securities. If a
savings institution's aggregate lending
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limitation is less than $500,000, then, notwithstanding the aforementioned
aggregate limitation, such savings institution may have total loans and
extensions of credit, for any purpose, to one borrower outstanding at one time
not to exceed $500,000. For information about the largest borrowers from the
Savings Bank, see "- Lending Activities - Loan Activity."
COMMUNITY REINVESTMENT. Under the Community Reinvestment Act of 1977,
as amended ("CRA"), as implemented by OTS regulations, a savings institution has
a continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including low
and moderate income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to its particular community, consistent with the CRA.
The CRA requires the OTS, in connection with its examination of a savings
institution, to assess the institution's record of meeting the credit needs of
its community and to take such record into account in its evaluation of certain
applications by such institution. FIRREA amended the CRA to require public
disclosure of an institution's CRA rating and require the OTS to provide a
written evaluation of an institution's CRA performance utilizing a rating system
which identifies four levels of performance that may describe an institution's
record of meeting community needs: outstanding, satisfactory, needs to improve
and substantial noncompliance. The CRA also requires all institutions to make
public disclosure of their CRA ratings. Under the Gramm-Leach-Bliley Act, more
fully described under "Regulation-The Company- Financial Modernization," the
Savings Bank will be subject to examination under the CRA not more frequently
than once every 60 months where it receives the highest CRA rating and not more
frequently than once every 48 months where its CRA rating is satisfactory. The
Savings Bank received a "satisfactory" rating as a result of its most recent
evaluation.
NATIONWIDE BANKING. The Savings Bank may face additional competition
from commercial banks headquartered outside of the State of Ohio as a result of
the enactment of the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994, which became fully effective on June 1, 1997, and which will allow
banks and bank holding companies headquartered outside of Ohio to enter the
Savings Bank's market through acquisition, merger or DE NOVO branching. For
further information about the Savings Bank's competition, see "- Competition."
BRANCHING BY FEDERAL SAVINGS INSTITUTIONS. OTS policy permits
interstate branching to the full extent permitted by statute (which is
essentially unlimited). Generally, federal law prohibits federal savings
institutions from establishing, retaining or operating a branch outside the
state in which the federal institution has its home office unless the
institution meets the IRS' domestic building and loan test (generally, 60% of a
thrift's assets must be housing-related) ("IRS Test"). The IRS Test requirement
does not apply if, among other things, the law of the state where the branch
would be located would permit the branch to be established if the federal
savings institution were chartered by the state in which its home office is
located. Furthermore, the OTS will evaluate a branching applicant's record of
compliance with the Community Reinvestment Act of 1977 ("CRA"). An
unsatisfactory CRA record may be the basis for denial of a branching
application.
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QUALIFIED THRIFT LENDER TEST. Under Section 2303 of the Economic Growth
and Regulatory Paperwork Reduction Act of 1996, a savings association can comply
with the QTL test by either meeting the QTL test set forth in the HOLA and
implementing regulations or qualifying as a domestic building and loan
association as defined in Section 7701(a)(19) of the Internal Revenue Code of
1986, as amended ("Code").
The QTL Test set forth in the HOLA requires that Qualified Thrift
Investments ("QTIs") represent 65% of portfolio assets. Portfolio assets are
defined as total assets less intangibles, property used by a savings association
in its business and liquidity investments in an amount not exceeding 20% of
assets. Generally, QTIs are residential housing related assets. At September 30,
2000, approximately 91% of the Savings Bank's assets were invested in QTIs,
which was in excess of the percentage required to qualify the Savings Bank under
the QTI Test in effect at that time.
A savings association that does not comply with the QTL Test must
either convert to a bank charter or comply with the following restrictions on
its operations: (i) the association may not engage in any new activity or make
any new investment, directly or indirectly, unless such activity or investment
is permissible for a national bank; (ii) the branching powers of the association
shall be restricted to those of a national bank; (iii) the association shall not
be eligible to obtain any advances from its FHLB; and (iv) payment of dividends
by the association shall be subject to the rules regarding payment of dividends
by a national bank. Upon the expiration of three years from the date the
association ceases to be a QTL, it must cease any activity and not retain any
investment not permissible for a national bank and immediately repay any
outstanding FHLB advances (subject to safety and soundness considerations).
ACCOUNTING REQUIREMENTS. Applicable OTS accounting regulations and
reporting requirements apply the following standards: (i) regulatory reports
will incorporate GAAP when GAAP is used by federal banking agencies; (ii)
savings institution transactions, financial condition and regulatory capital
must be reported and disclosed in accordance with OTS regulatory reporting
requirements that will be at least as stringent as for national banks; and (iii)
the Director of the OTS may prescribe regulatory reporting requirements more
stringent than GAAP whenever the Director determines that such requirements are
necessary to ensure the safe and sound reporting and operation of savings
institutions.
The accounting principles for depository institutions are currently
undergoing review to determine whether the historical cost model or market-based
measure of valuation is the appropriate measure for reporting the assets of such
institutions in their financial statements. Such proposal is controversial
because any change in applicable accounting principles which requires depository
institutions to carry mortgage-backed securities and mortgage loans at fair
market value could result in substantial losses to such institutions and
increased volatility in their liquidity and operations. Currently, it cannot be
predicted whether there may be any changes in the accounting principles for
depository institutions in this regard beyond those imposed by SFAS No. 115 or
when any such changes might become effective.
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FEDERAL HOME LOAN BANK SYSTEM. The Savings Bank is a member of the FHLB
of Cincinnati, which is one of 12 regional FHLBs that administers the home
financing credit function of savings institutions. Each FHLB serves as a reserve
or central bank for its members within its assigned region. It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB System. It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the FHLB. At
September 30, 2000, the Savings Bank had $11.7 million in FHLB advances.
As a member, the Savings Bank is required to purchase and maintain
stock in the FHLB of Cincinnati in an amount equal to at least 1% of its
aggregate unpaid residential mortgage loans, home purchase contracts or similar
obligations at the beginning of each year or 5% of its advances from the FHLB of
Cincinnati, whichever is greater. At September 30, 2000, the Savings Bank had
$598,800 in FHLB stock, which was in compliance with this requirement.
The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid in the past and could
continue to do so in the future. These contributions also could have an adverse
effect on the value of FHLB stock in the future.
FEDERAL RESERVE SYSTEM. The FRB requires all depository institutions to
maintain reserves against their transaction accounts (primarily NOW and Super
NOW checking accounts) and non-personal time deposits. As of September 30, 2000,
the Savings Bank was in compliance with applicable requirements. However,
because required reserves must be maintained in the form of vault cash or a
noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.
FEDERAL TAXATION
GENERAL. The Company and Savings Bank are subject to the generally
applicable corporate tax provisions of the Code, and Savings Bank is subject to
certain additional provisions of the Code which apply to thrift and other types
of financial institutions. The following discussion of federal taxation is
intended only to summarize certain pertinent federal income tax matters material
to the taxation of the Company and the Savings Bank and is not a comprehensive
discussion of the tax rules applicable to the Company and Savings Bank.
BAD DEBT RESERVES. Prior to the enactment, on August 20, 1996, of the
Small Business Job Protection Act of 1996 (the "Small Business Act"), for
federal income tax purposes, thrift institutions such as the Savings Bank, which
met certain definitional tests primarily relating to their assets and the nature
of their business, were permitted to establish tax reserves for bad debts and to
make annual additions thereto, which additions could, within specified
limitations, be deducted in arriving at their taxable income. The Savings Bank's
deduction with respect to "qualifying loans," which are generally loans secured
by certain interests in real property, could be computed using an amount
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based on a six-year moving average of the Savings Bank's actual loss experience
(the "Experience Method"), or a percentage equal to 8.0% of the Savings Bank's
taxable income (the "PTI Method"), computed without regard to this deduction and
with additional modifications and reduced by the amount of any permitted
addition to the non-qualifying reserve.
Under the Small Business Act, the PTI Method was repealed and the
Savings Bank is required to use the Experience Method of computing additions to
its bad debt reserve for taxable years beginning with the Savings Bank's taxable
year beginning January 1, 1996. In addition, the Small Business Act required
banks to recapture (i.e., take into taxable income) over a six-year period,
beginning with the taxable year beginning January 1, 1996, the excess of the
balance of bad debt reserves (other than the supplemental reserve) as of
December 31, 1995 over (a) the greater of the balance of such reserves as of
December 31, 1987 or (b) an amount that would have been the balance of such
reserves as of December 31, 1995 had the bank always computed the additions to
its reserves using the Experience Method. However, under the Small Business Act
such recapture requirements will be suspended for each of the two successive
taxable years beginning January 1, 1996 in which the bank originates a minimum
amount of certain residential loans during such years that is not less than the
average of the principal amounts of such loans made by the bank during its six
taxable years preceding January 1, 1996. The Savings Bank was not subject to any
recapture under these provisions, as it had no excess reserves as defined above.
At December 31, 1999, the federal income tax reserves of the Savings
Bank included $1.3 million for which no federal income tax has been provided.
All of this amount is attributable to pre-1987 bad debt reserves.
DISTRIBUTIONS. If the Savings Bank were to distribute cash or property
to its sole stockholder, and the distribution was treated as being from its
pre-1987 bad debt reserves, the distribution would cause the Savings Bank to
have additional taxable income. A distribution is deemed to have been made from
pre-1987 bad debt reserves to the extent that (a) the reserves exceed the amount
that would have been accumulated on the basis of actual loss experience, and (b)
the distribution is a "non-qualified distribution." A distribution with respect
to stock is a non-qualified distribution to the extent that, for federal income
tax purposes, (i) it is in redemption of shares, (ii) it is pursuant to a
liquidation of the institution, or (iii) in the case of a current distribution,
together with all other such distributions during the taxable year, it exceeds
the institution's current and post-1951 accumulated earnings and profits. The
amount of additional taxable income created by a non-qualified distribution is
an amount that when reduced by the tax attributable to it is equal to the amount
of the distribution.
MINIMUM TAX. The Code imposes an alternative minimum tax at a rate of
20%. The alternative minimum tax generally applies to a base of regular taxable
income plus certain tax preferences ("alternative minimum taxable income" or
"AMTI") and is payable to the extent such AMTI is in excess of an exemption
amount. The Code provides that an item of tax preference is the excess of the
bad debt deduction allowable for a taxable year pursuant to the percentage of
taxable income method over the amount allowable under the experience method.
Other items of tax preference that constitute AMTI include (a) tax-exempt
interest on newly issued (generally, issued
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on or after August 8, 1986) private activity bonds other than certain qualified
bonds and (b) 75% of the excess (if any) of (i) adjusted current earnings as
defined in the Code, over (ii) AMTI (determined without regard to this
preference and prior to reduction by net operating losses).
NET OPERATING LOSS CARRYOVERS. A financial institution may carry back
net operating losses ("NOLs") to the preceding three taxable years and forward
to the succeeding 15 taxable years. This provision applies to losses incurred in
taxable years beginning after 1986. At September 30, 2000, the Savings Bank had
no NOL carryforwards for federal income tax purposes.
CAPITAL GAINS AND CORPORATE DIVIDENDS-RECEIVED DEDUCTION. Corporate net
capital gains are taxed at a maximum rate of 35%. The corporate
dividends-received deduction is 80% in the case of dividends received from
corporations with which a corporate recipient does not file a consolidated tax
return, and corporations which own less than 20% of the stock of a corporation
distributing a dividend may deduct only 70% of dividends received or accrued on
their behalf. However, a corporation may deduct 100% of dividends from a member
of the same affiliated group of corporations.
OTHER MATTERS. Federal legislation is introduced from time to time that
would limit the ability of individuals to deduct interest paid on mortgage
loans. Individuals are currently not permitted to deduct interest on consumer
loans. Significant increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect the Savings Bank.
The Savings Bank's federal income tax returns for the tax years ended
December 31, 1997 forward are open under the statute of limitations and are
subject to review by the IRS.
STATE TAXATION
The Company is subject to a Delaware franchise tax based on the
Company's authorized capital stock or on its assumed par and no-par capital,
whichever yields a lower result. Under the authorized capital method, each share
is taxed at a graduated rate based on the number of authorized shares with a
maximum aggregate tax of $150,000 per year. Under the assumed par-value capital
method, Delaware taxes each $1,000,000 of assumed par-capital at the rate of
$200.
The Company will be subject to an Ohio franchise tax only to the extent
it is determined to be doing business in Ohio. The Company, a Delaware
corporation, does not expect to transact business in Ohio. To the extent that
the Ohio franchise tax is determined to apply to the Company, the tax is
computed based on the greater of a Company's tax liability as determined under
separate net worth and net income computations. The Company would exclude its
investment in the Savings Bank in determining its tax liability under the net
worth computation. The tax liability under the net worth computation will be
computed at 0.414% of the Company's net taxable value. The tax liability under
the net income method would be computed at a graduated rate not exceeding 8.72%
of the Company's Ohio taxable income.
35
<PAGE>
The Savings Bank is subject to an Ohio franchise tax based on its net
worth plus certain reserve amounts. Total net worth for this purpose is reduced
by certain exempted assets. The resultant net worth is taxed at a rate of 1.3%
for the 2000 return, which is based on net worth as of December 31, 2000.
The Savings Bank's state franchise tax returns for the tax years ended
December 31, 1997 forward are open under the statute of limitations and are
subject to review by state taxing authorities.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's principal executive office is located at 415 Center
Street, Ironton, Ohio 45638. The following table sets forth certain information
with respect to the offices and other properties of the Savings Bank at
September 30, 2000.
<TABLE>
<CAPTION>
Net Book Value
Description/Address Leased/Owned of Property Deposits
------------------------------------------------------- ---------------------- --------------------- ----------------
(In Thousands)
<S> <C> <C> <C>
MAIN OFFICE(1)
-----------
415 Center Street Owned $953 $35,001
Ironton, Ohio 45638
BRANCH OFFICE(2):
-------------
201 State Street Owned $758 $11,365
Proctorville, Ohio 45669
</TABLE>
-------------
(1) Drive-through facility expansion completed in October 1997. Located at
the corner of 5th and Railroad Streets.
(2) This branch office opened on August 4, 1997. Former Chesapeake,
Ohio branch was relocated to the new Proctorville location. The Company
sold the Chesapeake facility during fiscal 1998 resulting in a gain of
$47,068.
ITEM 3. LEGAL PROCEEDINGS.
There are no material legal proceedings to which the Company is a
party or to which any of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
36
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required herein is incorporated by reference from pages
42 and 43 of the Company's 2000 Annual Report to Stockholders ("Annual Report").
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required herein is incorporated by reference from pages
3 to 13 of the Company's 2000 Annual Report.
ITEM 7. FINANCIAL STATEMENTS.
The information required herein is incorporated by reference from pages
2, and 14 to 40 of the Company's 2000 Annual Report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The information required herein is incorporated by reference from pages
2 to 7, and 10 of the Company's Proxy Statement dated December 18, 2000 ("Proxy
Statement").
ITEM 10. EXECUTIVE COMPENSATION.
The information required herein is incorporated by reference from pages
10 to 15 of the Company's Proxy Statement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required herein is incorporated by reference from pages
7 to 10 of the Company's Proxy Statement.
37
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required herein is incorporated by reference from pages
15 and 16 of the Company's Proxy Statement.
PART IV
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
(a) Document filed as part of this Report.
(1) The following documents are filed as part of this report
and are incorporated herein by reference from the Registrant's 2000
Annual Report.
Independent Auditor's Report.
Consolidated Balance Sheets as of September 30, 2000 and 1999.
Consolidated Statements of Income for the Years Ended September 30,
2000, 1999 and 1998.
Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended September 30, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows for the Years Ended September 30,
2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are omitted because they are not applicable or the required
information is included in the Consolidated Financial Statements or
notes thereto.
(3)(a) The following exhibits are filed as part of this Form
10-KSB, and this list includes the Exhibit Index.
38
<PAGE>
<TABLE>
<CAPTION>
No. Description
---------- -------------------------------------------------------------------------------------------------------------
<C> <C>
3.1 Certificate of Incorporation of First Federal Financial Bancorp, Inc.1/
3.2 Bylaws of First Federal Financial Bancorp, Inc.1/
4 Stock Certificate of First Federal Financial Bancorp, Inc.1/
10.1 Employment Agreement among First Federal Financial Bancorp, Inc., First Federal Savings Bank of Ironton and
I. Vincent Rice (representative of a similar agreement entered into with Jeffery W. Clark)*/2/
10.2 Stock Option Plan*/2/
10.3 Recognition and Retention Plan and Trust*/2/
10.4 Employment Agreement among First Federal Financial Bancorp, Inc., First Federal Savings Bank of Ironton and
I. Vincent Rice (representative of a similar agreement entered into with Jeffery W. Clark) *//3/
13 2000 Annual Report to Stockholders specified portion (p. 2 to 40, and 42 and 43) of the Registrant's Annual
Report to Stockholders for the year ended September 30, 2000.
21 Subsidiaries of the Registrant - Reference is made to Item 1. "Business" for the Required information
27 Financial Data Schedule
</TABLE>
--------------
1/ Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 333-1672) filed by the Registrant with the Securities and
Exchange Commission ("SEC") on February 26, 1996, as amended.
2/ Incorporated by reference from the Form 10-KSB for the fiscal year ended
September 30, 1996 filed by the Registrant with the SEC on December 26, 1996.
3/ Incorporated by reference from the Form 10-KSB for the fiscal year ended
September 30, 1999 filed by the Registrant with the SEC on December 29, 1999.
*/ Management contract or compensatory plan or arrangement.
(3)(b) Reports filed on Form 8-K.
None.
39
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST FEDERAL FINANCIAL BANCORP, INC.
By: /s/ I. Vincent Rice
---------------------------------
I. Vincent Rice
President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
<TABLE>
<S> <C>
/s/ I. Vincent Rice December 29, 2000
----------------------------------------
I. Vincent Rice
President (Principal Executive Officer)
/s/ Jeffery W. Clark December 29, 2000
----------------------------------------
Jeffery W. Clark
Comptroller (Principal Financial and
Accounting Officer)
/s/ Thomas D. Phillips December 29, 2000
----------------------------------------
Thomas D. Phillips
Chairman
/s/ Edith M. Daniels December 29, 2000
----------------------------------------
Edith M. Daniels
Corporate Secretary and Director
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ Edward R. Rambacher December 29, 2000
----------------------------------------
Edward R. Rambacher
Director
/s/ Steven C. Milleson December 29, 2000
----------------------------------------
Steven C. Milleson
Director
/s/ William P. Payne December 29, 2000
----------------------------------------
William P. Payne
Director
</TABLE>
