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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to _______________
Commission File No.: 0-20907
Kenwood Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 31-1457996
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7711 Montgomery Road
Cincinnati, Ohio 45236
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (513) 791-2834
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act
Common Stock (par value $.01 per share)
(Title of Class)
<PAGE>
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ X ]
Based upon the $14.375 closing price of the Registrant's common stock as of
December 21, 1998, the aggregate market value of the 225,836 shares of the
Registrant's common stock deemed to be held by non-affiliates of the Registrant
was approximately $3.2 million. Although directors and executive officers of the
Registrant and certain of its employee benefit plans were assumed to be
"affiliates" of the Registrant for purposes of this calculation, the
classification is not to be interpreted as an admission of such status.
Number of shares of Common Stock outstanding as of December 21, 1998: 295,133
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by
reference and the Part of the Form 10-K into which the document is incorporated.
(1) Portions of the Annual Report to Stockholders for the year ended September
30, 1998 are incorporated into Part II, Items 5 through 8 of this Form 10-K.
(2) Portions of the definitive proxy statement for the 1998 Annual Meeting of
Stockholders are incorporated into Part III, Items 9 through 13 of this Form
10-K.
<PAGE>
PART I.
Item 1. Business.
General
On June 28, 1996, Kenwood Savings Bank, an Ohio-chartered
stock savings institution ("Kenwood" or the "Savings Bank") completed its
reorganization from the mutual holding company form of organization to the stock
holding company form of organization. Pursuant to the terms of a Plan of
Conversion and Agreement and Plan of Reorganization adopted by Kenwood and
Kenwood Federal Mutual Holding Company, a federally chartered mutual holding
company (the "Mutual Holding Company"), (i) Kenwood incorporated Kenwood
Bancorp, Inc. (the "Company") as a wholly owned subsidiary of Kenwood, (ii) the
Mutual Holding Company converted to an interim federal stock savings institution
and simultaneously merged with and into Kenwood, pursuant to which the Mutual
Holding Company ceased to exist and the shares of common stock of Kenwood held
by the Mutual Holding Company were cancelled, and (iii) an interim institution
("Interim") formed as a wholly owned subsidiary of the Company, merged with and
into Kenwood. As a result of the merger of Interim with and into Kenwood,
Kenwood became a wholly owned subsidiary of the Company and the outstanding
shares of common stock of Kenwood (other than those held by the Mutual Holding
Company) were converted pursuant to a specified exchange ratio into shares of
common stock of the Company (collectively, the "Conversion and Reorganization").
In connection with the foregoing, Kenwood amended its articles of incorporation
to change its corporate title from "Kenwood Savings and Loan Association" to
"Kenwood Savings Bank" and the Company also offered and sold additional shares
of its common stock to certain depositors and employee benefit plans of Kenwood
(the "Offering").
As a result of the Conversion and Reorganization, the Company
became the unitary holding company of the Savings Bank. The only significant
assets of the Company are the capital stock of the Savings Bank, the Company's
loan to the Company's Employee Stock Ownership Plan (the "ESOP"), and the
portion of the net proceeds retained by the Company in connection with the
Conversion and Reorganization. The business and management of the Company
consists of the business and management of the Savings Bank. At September 30,
1998, the Company had $48.9 million of total assets, $44.3 million of total
liabilities, including $41.4 million of deposits, and $4.6 million of total
stockholders' equity.
Kenwood is an Ohio-chartered stock savings institution that
conducts business from one full-service office and one loan origination office,
both of which are located in the Cincinnati, Ohio metropolitan area. The Savings
Bank originally was established in 1892 as an Ohio-chartered, mutual deposit and
loan company known as "The Kenwood Savings and Loan Association" (the "Mutual
Association"). In November 1992, the Mutual Association reorganized into the
mutual holding company form of organization (the "MHC Reorganization").
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<PAGE>
The Savings Bank primarily is engaged in attracting deposits
from the general public through its office and using those and other available
sources of funds to originate loans secured by single-family residences located
primarily in southwestern Ohio. Such loans amounted to $34.6 million, or 88.2%,
of the Savings Bank's total loan portfolio at September 30, 1998. To a much
lesser extent, the Savings Bank originates consumer and other loans, which
amounted to $1.7 million, or 4.4%, of the total loan portfolio at September 30,
1998, as well as loans secured by existing multi-family residential and
nonresidential real estate, which amounted to $1.3 million, or 3.3%, and
$221,000, or .5%, respectively, of the total loan portfolio at such date. The
Savings Bank also invests in interest-bearing deposits in other financial
institutions (including certificates of deposit), U.S. Government and federal
agency obligations and mortgage-backed securities that are insured or guaranteed
by federal agencies.
The Company, as a registered savings and loan holding company,
is subject to examination and regulation by the Ohio Department of Commerce,
Division of Financial Institutions (the "Division") and by the Office of Thrift
Supervision ("OTS") and is subject to various reporting and other requirements
of the Securities and Exchange Commission ("SEC"). Kenwood is subject to
examination and comprehensive regulation by the Division, which is Kenwood's
chartering authority and primary regulator, by the OTS, Kenwood's primary
federal regulator, and by the Federal Deposit Insurance Corporation ("FDIC"),
which as administrator of the Savings Association Insurance Fund ("SAIF")
insures Kenwood's deposits up to applicable limits. Kenwood also is subject to
certain reserve requirements established by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") and is a member of the
Federal Home Loan Bank ("FHLB") of Cincinnati, which is one of the 12 regional
banks comprising of FHLB System.
Lending Activities
General. At September 30, 1998, the Company's net loan
portfolio (including loans held for sale) totaled $38.4 million, representing
approximately 78.6% of the Company's $48.9 million of total assets at that date.
The principal lending activity of the Savings Bank is the origination of
one-to-four family residential loans and, to a much lesser extent, consumer and
other loans, as well as multi-family residential and nonresidential real estate
loans and construction loans.
As an Ohio-chartered savings institution, the Savings Bank has
general authority to originate and purchase loans secured by real estate located
throughout the United States. Notwithstanding this nationwide lending authority,
substantially all of the mortgage loans in the Savings Bank's portfolio are
secured by properties located in the Savings Bank's market area in southwestern
Ohio.
Although the Savings Bank historically originated loans with
lesser dollar balances than was permitted by federal regulations, loans-to-one
borrower limitations may restrict its ability to do business with certain
customers. See "Regulation - The Savings Bank - Federal Regulation." A savings
association generally may not make loans to one borrower and related entities in
an amount that exceeds the greater of $500,000, or 15%, of its unimpaired
capital and surplus, although loans in an amount equal to an additional 10% of
unimpaired capital and surplus may be made to a
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<PAGE>
borrower if the loans are fully secured by readily marketable securities. At
September 30, 1998, the Savings Bank's limit on loans-to-one borrower was
$500,000 and its five largest loans or groups of loans-to-one borrower,
including related entities, aggregated $605,600, $590,000, $507,000, $466,300,
and $370,000. Each of these loans is secured primarily by residential real
estate located in Hamilton County, Ohio. Each of these loans is performing in
accordance with its terms at September 30, 1998.
Loan Portfolio Composition. The following table sets forth the
composition of the Savings Bank's loan portfolio by type of loan at the dates
indicated.
<TABLE>
<CAPTION>
September 30,
------------------------------------------------------------------------------------
1998 1997 1996
------------------------ ------------------------ -------------------------
Amount % Amount % Amount %
-------------- ------- -------------- ------ --------------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
One-to-four family residential(1) $34,613 88.2% $35,290 92.9% $37,699 94.6%
Multi-family residential 1,302 3.3 558 1.5 126 0.3
Nonresidential real estate 221 0.5 336 0.9 142 0.4
Construction 1,403 3.6 534 1.4 1,016 2.5
------ ----- ------ ----- ------ -----
Total real estate loans 37,539 95.6 36,718 96.7 38,983 97.8
Consumer and other loans:
Home equity lines of credit 1,275 3.3 1,226 3.2 817 2.1
Deposit secured 90 0.2 24 0.1 41 0.1
Other(2) 352 0.9 2 -- 2 --
------ ----- ------ ----- ------ -----
Total consumer and other loans 1,717 4.4 1,252 3.3 860 2.2
------ ----- ------ ----- ------ -----
Total loans 39,256 100.0% 37,970 100.0% 39,843 100.0%
------ ----- ------ ----- ------ -----
Less (add):
Undisbursed portion of loans-in-
process 838 212 502
Deferred loan origination costs (77) (82) (85)
Allowance for loan losses 95 95 95
------ ------ ------
856 225 512
------ ------ ------
Net loans $38,400 $37,745 $39,331
======= ======= =======
</TABLE>
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(1) Included $2.2 million, $1.5 million and $9.3 million of loans
designated as held for sale at September 30, 1998, 1997 and 1996,
respectively.
(2) Consists of secured commercial business loans.
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<PAGE>
Contractual Principal Repayments and Interest Rates. The
following table sets forth certain information at September 30, 1998 regarding
the dollar amount of loans maturing in the Savings Bank's portfolio, based on
the contractual terms to maturity, before giving effect to net items. 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 3-5 Due 5-10
years after years after
1999 2000 2001 09/30/98 09/30/98
------------- ------------- ------------- ------------- ----------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
One-to-four family residential $1,612 $633 $641 $3,266 $4,081
Multi-family residential and
nonresidential real estate -- 18 -- 96 157
Construction 746 -- -- -- --
Consumer and other 440 -- -- 2 --
------ ---- ---- ------ ------
Total $2,798 $651 $641 $3,364 $4,238
====== ==== ==== ====== ======
<CAPTION>
Due 10-20 Due 20
years after years after
09/30/98 09/30/98 Total
---------------- -------------- -------------
(In Thousands)
<S> <C> <C> <C>
One-to-four family residential $5,691 $19,964 $35,888
Multi-family residential and
nonresidential real estate 349 903 1,523
Construction -- 657 1,403
Consumer and other -- -- 442
------ ------- -------
Total $6,040 $21,524 $39,256
====== ======= =======
</TABLE>
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<PAGE>
The following table sets forth the dollar amount of all loans, before
net items, due after one year from September 30, 1998 that have fixed interest
rates or that have floating or adjustable interest rates.
<TABLE>
<CAPTION>
Floating
Fixed or
Rates Adjustable Rates Total
----------------- ----------------------- -----------------
(In Thousands)
<S> <C> <C> <C>
Single-family residential $19,012 $15,264 $34,276
Multi-family residential and
nonresidential real estate 125 1,398 1,523
Construction -- 657 657
Consumer and other -- 2 2
------- ------- -------
Total $19,137 $17,321 $36,458
======= ======= =======
</TABLE>
Scheduled contractual amortization of loans does not reflect the actual
term of the Savings Bank's loan portfolio. The average life of loans is
substantially less than their contractual terms because of prepayments and
due-on-sale clauses, which give the Savings Bank the right 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. The average life of mortgage loans tends to increase when current
mortgage loan rates are substantially higher than rates on existing mortgage
loans and, conversely, decrease when rates on existing mortgages are
substantially 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.
Origination, Purchase and Sale of Loans. The lending activities of the
Savings Bank are subject to the written, non-discriminatory, underwriting
standards and loan origination procedures established by the Savings Bank's
Board of Directors and management. Loan originations are obtained by a variety
of sources, including referrals from real estate brokers, developers, builders,
existing customers, newspaper, radio, periodical advertising and walk-in
customers. Loan applications are taken by lending personnel, and the loan
department supervises the obtainment of credit reports, appraisals and other
documentation involved with a loan. Property valuations generally are performed
by independent outside appraisers approved by the Savings Bank's Board of
Directors. Title and hazard insurance are required on all security property.
The Savings Bank's loan approval process is intended to assess the
borrower's ability to repay the loan, the viability of the loan and the adequacy
of the value of the property that will secure the loan. A loan application first
is reviewed by the Savings Bank's loan officer and then is submitted for
approval to the Loan Committee of the Board of Directors. In addition, Thomas W.
Burns, Executive Vice President and Chief Executive Officer, has been granted
loan approval authority by
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<PAGE>
the Board of Directors for single-family residential first mortgage loans of
$75,000 and less and with loan-to-value ratios of 90% and less.
In March 1995, the Savings Bank opened a loan origination office in
Cincinnati, Ohio and the Savings Bank currently performs its loan origination,
processing and underwriting out of such office. The Savings Bank currently has
four loan originators working out of such office who are compensated in part on
a commission basis and provide convenient origination services during banking
and non-banking hours.
Historically, the Savings Bank has originated substantially all of the
loans in its portfolio and has held them until maturity. Since fiscal 1991,
however, the Savings Bank has sold fixed-rate single-family residential loans to
the Federal Home Loan Mortgage Corporation ("FHLMC") and other investors in the
secondary market as a means of minimizing interest rate risk as well as
generating additional funds for lending and other purposes. Beginning in fiscal
1992, the Savings Bank has designated substantially all fixed-rate single-family
residential loans with terms to maturity of greater than ten years as held for
sale and has retained in its portfolio all fixed-rate single-family residential
loans with terms to maturity of ten years or less and all adjustable-rate
single-family residential loans originated. At September 30, 1998, there were
$2.2 million of loans designated as held for sale. Sales of loans to date
generally have been under terms that do not provide any recourse to the Savings
Bank by the purchaser in the event of default on the loan by the borrower.
With respect to the Savings Bank's loan sales to investors other than
the FHLMC, the Savings Bank generally sells such loans servicing released and
recognizes current income from receipt of servicing release fees. With respect
to the Savings Bank's loan sales to the FHLMC, the Savings Bank generally
continues to collect payments on such loans as they become due, to inspect the
security property, to make certain insurance and tax advances on behalf of
borrowers and to otherwise service such loans. The Savings Bank records a
premium or discount, as adjusted for a normal servicing fee, when it realizes a
gain or loss from the sale of loans, respectively. The Savings Bank amortizes
such premiums and discounts over the estimated lives of the loans using the
level yield method, and recognizes the servicing fee when the related loan
payments are received. At September 30, 1998, the Savings Bank was servicing
$12.6 million of loans for others.
Historically, the Savings Bank has not been an active purchaser of
loans. At September 30, 1998, loans purchased and serviced by others totaled
$166,000.
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<PAGE>
The following table shows total loans originated, purchased, sold and
repaid during the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------------------------------
1998 1997 1996
---------------- ---------------- ----------------
(In Thousands)
<S> <C> <C> <C>
Loan originations:
One-to-four family residential
and construction(1) $50,991 $20,491 $24,801
Multi-family residential 777 496 --
Nonresidential real estate -- 197 --
Commercial 350 -- --
Consumer and other 1,039 1,093 773
------- ------- -------
Total loans originated 53,157 22,277 25,574
Purchases - 168 --
------- ------- -------
Total loans originated and
purchased 53,157 22,445 25,574
Sales and loan principal reductions:
Loans sold 41,177 17,681 12,595
Loan principal reductions 11,319 6,347 6,445
------- ------- -------
Total loans sold and
principal reductions 52,496 24,028 19,040
Increase (decrease) due to other net items (6) (3) 25
------- ------- -------
Net increase (decrease) in loan portfolio $ 655 $(1,586) $ 6,559
======= ======= =======
</TABLE>
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(1) Includes loans designated as held for sale during the periods.
Single-Family Residential Loans. The primary lending activity of the
Savings Bank is the origination of loans secured by first mortgage liens on
single-family residences (one-to-four units). At September 30, 1998, $34.6
million, or 88.2%, of the Savings Bank's total loan portfolio (including loans
held for sale), before net items, consisted of single-family residential loans.
The Savings Bank's single-family residential loans consist only of
conventional loans (loans that are neither insured by the Federal Housing
Administration nor partially guaranteed by the Department of Veterans Affairs).
Although a majority of the Savings Bank's loans consist of conventional loans,
the Savings Bank has increased its origination of non-conventional mortgage
loans. The Savings Bank also has increased its origination of non-owner occupied
single-family residential loans.
The loan-to-value ratio, maturity and other provisions of the loans
made by the Savings Bank generally have reflected the policy of making less than
the maximum loan permissible under applicable regulations, in accordance with
sound lending practices, market conditions and underwriting standards
established by the Savings Bank. The Savings Bank's lending policies on
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<PAGE>
single-family residential mortgage loans generally limits the maximum
loan-to-value ratio to 95% of the lesser of the appraised value or purchase
price of the property and generally all single-family residential loans in
excess of an 80% loan-to-value ratio require private mortgage insurance.
The Savings Bank offers fixed-rate single-family residential loans with
terms of five to 30 years. Such loans are amortized on a monthly basis with
principal and interest due each month and customarily include "due-on-sale"
clauses, which are provisions giving the Savings Bank the right to declare a
loan immediately due and payable in the event the borrower sells or otherwise
disposes of the real property subject to the mortgage and the loan is not
repaid. The Savings Bank enforces due-on-sale clauses to the extent permitted
under applicable laws. Currently, substantially all fixed-rate single-family
residential loans with terms to maturity of greater than ten years originated by
the Savings Bank are designated as held for sale and sold to the FHLMC and other
investors in the secondary market as market conditions permit.
Since 1983, the Savings Bank has been offering adjustable-rate loans in
order to decrease the vulnerability of its operations to changes in interest
rates. At September 30, 1998, $15.9 million, or 48.2%, of the single-family
residential loans in the Savings Bank's loan portfolio consisted of
adjustable-rate loans.
The Savings Bank's single-family residential adjustable-rate loans are
fully amortizing loans with contractual maturities of up to 30 years. The loans
currently being originated by the Savings Bank have interest rates that are
scheduled to adjust every one or three years in accordance with a designated
index (the weekly average yield on U.S. Treasury securities adjusted to a
constant comparable maturity, as made available by the Federal Reserve Board).
There is a 2% cap on the rate adjustment per period and a 6% cap rate adjustment
over the life of the loan. The Savings Bank's adjustable-rate loans currently
being originated are not convertible into fixed-rate loans, are not assumable,
do not contain prepayment penalties and do not produce negative amortization.
The Savings Bank generally offers discounts with respect to the interest rate on
its adjustable-rate loans during the first year of the mortgage loan for
competitive reasons.
The demand for adjustable-rate loans in the Savings Bank's primary
market area has been a function of several factors, including the level of
interest rates, the expectations of changes in the level of interest rates and
the difference between the interest rates and loan fees offered for fixed-rate
loans and adjustable-rate loans. The relative amount of fixed-rate and
adjustable-rate residential loans that can be originated at any time is
determined largely by the demand for each in a competitive environment. Due to
the generally lower rates of interest prevailing in recent periods, the Savings
Bank's originations of adjustable-rate loans have decreased as consumer
preference for fixed-rate loans has increased.
Adjustable-rate loans decrease the risks associated with changes in
interest rates but involve other risks, primarily because as interest rates
rise, the payment by the borrower rises to the extent permitted by the terms of
the loan, thereby increasing the potential for default. At the same time, the
marketability of the underlying property may be adversely affected by higher
interest rates. The
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<PAGE>
Savings Bank believes that these risks, which have not had a material adverse
effect on the Savings Bank to date, generally are less than the risks associated
with holding fixed-rate loans in an increasing interest rate environment.
Consumer and Other Loans. At September 30, 1998, consumer and other
loans totalled $1.7 million, or 4.4%, of the total loan portfolio (including
loans held for sale), before net items, and consisted primarily of home equity
lines of credit, which amounted to $1.3 million, or 3.3%, of the Savings Bank's
consumer and other loan portfolio (before net items). Home equity lines of
credit are originated by the Savings Bank for up to 80% of the appraised value
(90% if the Savings Bank holds the first mortgage), less the amount of any
existing prior liens on the property. Home equity lines of credit have a maximum
term of five years and interest rates that adjust in accordance with a
designated prime rate. The Savings Bank will secure the loan with a mortgage on
the property (generally a second mortgage) and will originate the loan even if
another institution holds the first mortgage.
Consumer and other loans also included at September 30, 1998, $90,000
of loans secured by customer deposits and $352,000 of commercial business loans.
Except for home equity lines of credit, the Savings Bank does not emphasize the
origination of consumer or commercial business loans and does not expect to do
so in the future.
Multi-Family Residential, Nonresidential Real Estate and Construction
Loans. At September 30, 1998, $1.3 million, or 3.3%, and $221,000, or .5%, of
the Savings Bank's total loan portfolio (including loans held for sale), before
net items, consisted of loans secured by existing multi-family residential and
nonresidential real estate, respectively. The Savings Bank's multi-family
residential (five units or more) and nonresidential real estate, loan portfolio
includes, for the most part, six loans secured primarily by apartment buildings
and small office buildings located within the Savings Bank's primary lending
area.
Multi-family residential and nonresidential real estate loans have
terms that range up to 25 years. Although some of the multi-family residential
and nonresidential real estate loans that were originated in prior periods have
fixed rates, interest rates on originations in recent years generally adjust at
a one-year interval in accordance with a designated index. The maximum
adjustment in any one period is 3% with a 6% cap over the life of the loan. At
September 30, 1998, $1.4 million, or 91.8%, of the multi-family residential and
nonresidential real estate loan portfolio consisted of adjustable-rate loans.
Multi-family residential and nonresidential real estate loans generally
are made in amounts up to 75% of the appraised value of the security property.
All appraisals generally are performed by an independent appraiser designated by
the Savings Bank and are reviewed by management. In originating multi-family
residential and nonresidential real estate loans, the Savings Bank considers the
quality of the property, the credit of the borrower, cash flow of the project,
location of the real estate and the quality of management involved with the
property.
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<PAGE>
The Savings Bank makes construction loans to individuals for the
construction of their residences and to borrowers for the construction of
multi-family residential and nonresidential real estate. At September 30, 1998,
construction loans amounted to $1.4 million or 3.6% of the Savings Bank's total
loan portfolio (including loans held for sale), before net items. Of this
amount, $1.4 million consisted of loans for the construction of single-family
residences. The Savings Bank had no loans for the construction of multi-family
residential and nonresidential real estate at September 30, 1998.
Construction lending generally is limited to the Savings Bank's primary
lending area together with contiguous counties. Construction loans are
structured to be converted to permanent loans at the end of the construction
phase, which typically is 12 months. Construction loans have rates and terms
that generally match the non-construction loans then offered by the Savings
Bank, except that during the construction phase the borrower only pays interest
on the loan. Construction loans are underwritten pursuant to the same general
guidelines used for originating permanent loans.
Multi-family residential and nonresidential real estate lending
generally is considered to involve a higher degree of risk than single-family
residential lending. Such lending typically involves large loan balances
concentrated in a single borrower or groups of related borrowers. In addition,
the payment experience on loans secured by income-producing properties typically
depends on the successful operation of the related real estate project and thus
may be subject to a greater extent to adverse conditions in the real estate
market or in the economy generally. The Savings Bank generally attempts to
mitigate the risks associated with multi-family residential and nonresidential
real estate lending by, among other things, lending primarily in its market area
and using low loan-to-value ratios in the underwriting process.
Loan Origination and Other Fees. In addition to interest earned on
loans, the Savings Bank often receives loan origination fees or "points" for
originating loans. Loan points are a percentage of the principal amount of the
mortgage loan and are charged to the borrower in connection with the origination
of the loan.
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 91 issued by the Financial Accounting Standards Board ("FASB"), which deals
with the accounting for non-refundable fees and costs associated with
originating or acquiring loans, the Savings Bank's loan origination fees and
certain related direct loan origination costs are offset, and the resulting net
amount is deferred and amortized as interest income over the contractual life of
the related loans as an adjustment to the yield of such loans. At September 30,
1998, the Savings Bank had $77,000 of loan costs that had been deferred and is
being recognized into income over the contractual maturities of the related
loans.
Asset Quality
Delinquent Loans. The following table sets forth information concerning
delinquent loans at September 30, 1998, in dollar amount and as a percentage of
the Savings Bank's total loan
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<PAGE>
portfolio (including loans held for sale). The amounts presented represent the
total outstanding principal balances of the related loans, rather than the
actual payment amounts that are past due.
<TABLE>
<CAPTION>
Total
---------------------------------------
Amount Percentage
------------- ----------------------
(Dollars in Thousands)
<S> <C> <C>
Loans delinquent for:
30 - 59 days $1,079 2.7%
60 - 89 days 306 .8
90 days and over -- --
------ ---
Total delinquent loans(1) $1,385 3.5%
====== ===
</TABLE>
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(1) Consisted entirely of single-family residential loans.
Non-Performing Assets. When a borrower fails to make a required payment
on a loan, the Savings Bank attempts to cure the deficiency by contacting the
borrower and seeking payment. Contacts generally are made following the
fifteenth day after a payment is due. In most cases, deficiencies are cured
promptly. If a delinquency extends beyond 15 days, the loan and payment history
is reviewed and efforts are made to collect the loan. Although the Savings Bank
generally prefers to work with borrowers to resolve such problems, when an
account becomes 90 days delinquent, the Savings Bank does institute foreclosure
or other proceedings, as necessary, in order to minimize any potential loss.
All loans are reviewed on a regular basis and are placed on a
non-accrual status when, in the opinion of management, the collection of
additional interest is deemed insufficient to warrant further accrual. As a
matter of policy, the Savings Bank does not accrue interest on loans that are
past due 90 days or more except when the estimated value of the collateral and
collection efforts are deemed sufficient to ensure full recovery. Interest
accrued and unpaid at the time a loan is placed on non-accrual status is charged
against interest income. Subsequent payments either are applied to the
outstanding principal balance or recorded as interest income, depending on the
assessment of the ultimate collectibility of the loan.
Real estate acquired by the Savings Bank by foreclosure or by
deed-in-lieu of foreclosure is classified as real estate owned until such time
as it is sold. Real estate owned is 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 expensed and costs incurred for
the improvement or development of such property are capitalized up to the extent
of fair value.
-11-
<PAGE>
The following table sets forth the amounts and categories of the
Savings Bank's non-performing assets at the dates indicated. The Savings Bank
did not have any troubled debt restructurings at any of the dates presented.
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------
1998 1997 1996
---------------- ------------------ ----------------
(Dollars in Thousands)
<S> <C> <C> <C>
Non-accruing loans(1) $ -- $187 $ --
Accruing loans greater than
90 days delinquent(1) -- -- --
Real estate owned -- -- --
------ ---- ------
Total non-performing assets $ -- $187 $ --
====== ==== ======
Total non-performing loans as
a percentage of total loans --% .50% --%
====== ==== ======
Total non-performing assets as
a percentage of total assets --% .40% --%
====== ==== ======
</TABLE>
- --------------
(1) Consisted solely of single-family residential loans.
The interest income that would have been recorded during the years
ended September 30, 1998, 1997 and 1996 if the Savings Bank's non-performing
loans at the end of such periods had been current in accordance with their terms
during such periods was $0, $7,000 and $0, respectively.
Classified Assets. Federal regulations require that each insured
savings association classify its assets on a regular basis. In addition, in
connection with examinations of insured institutions, federal examiners have
authority to identify "problem" assets and, if appropriate, classify them. There
are three classifications for problem assets: "substandard," "doubtful" and
"loss." Substandard assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as a loss is considered uncollectible
and of such little value that its continuance as an asset of the institution is
not warranted. Another category designated "special mention" also must be
established and maintained for assets that do not currently expose an insured
institution to a sufficient degree of risk to warrant classification as
substandard, doubtful or loss. Assets classified as substandard or doubtful
require the institution to establish general allowances for loan losses. If an
asset or portion thereof is classified as a loss, the insured institution must
either establish specific allowances for loan losses in the amount of 100% of
the portion of the asset classified loss, or charge-off such amount. General
-12-
<PAGE>
loss allowances established to cover possible losses related to assets
classified as substandard or doubtful may be included in determining an
institution's regulatory capital, while specific valuation allowances for loan
losses do not qualify as regulatory capital. Federal examiners may disagree with
an insured institution's classifications and amounts reserved. For information
concerning an OTS proposal that would revise the amount of general loss
allowances required with respect to classified and other assets, see "-
Allowance for Loan Losses." At September 30, 1998, the Savings Bank had no
classified assets.
Allowance for Loan Losses. The Savings Bank maintains an allowance for
estimated losses on loans based upon an assessment of prior loss experience, the
volume and type of lending conducted by the Savings Bank, industry standards,
past due loans, general economic conditions and other factors related to the
collectibility of the loan portfolio. Although management believes that it uses
the best information available to make such determinations, future adjustments
to the allowance may be necessary, and net income could be significantly
affected, if circumstances differ substantially from the assumptions used in
making the initial determinations.
At September 30, 1998, the Savings Bank's allowance for loan losses
amounted to $95,000, all of which was classified as general pursuant to OTS
regulations and, as a result, was includable as a component of regulatory
risk-based capital.
-13-
<PAGE>
The following table sets forth an analysis of the Savings Bank's
allowance for loan losses during the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------------------------
1998 1997 1996
------------------ ------------------ -----------------
(Dollars in Thousands)
<S> <C> <C> <C>
Total net loans outstanding(1) $38,400 $37,745 $39,331
======= ======= =======
Average loans outstanding, net $38,840 $35,205 $35,234
======= ======= =======
Balance at beginning of period $ 95 $ 95 $ 81
Charge-offs -- -- --
Recoveries -- -- --
------- ------- -------
Net charge-offs -- -- --
Provision for losses on loans -- -- 14
------- ------- -------
Balance at end of period $ 95 $ 95 $ 95
======= ======= =======
Allowance for loan losses as a
percent of total loans
outstanding .25% .25% .24%
======= ======= =======
Ratio of net charge-offs to average
loans outstanding --% --% --%
======= ======= =======
</TABLE>
- ------------
(1) Includes loans held for sale.
Effective December 21, 1993, the OTS, in conjunction with the Office of
the Comptroller of the Currency, the FDIC and the Federal Reserve Board, issued
an Interagency Policy Statement on the Allowance for Loan and Lease Losses
("Policy Statement"). The Policy Statement, which effectively supersedes the
proposed guidance issued on September 1, 1992, includes guidance (i) on the
responsibilities of management for the assessment and establishment of an
adequate allowance and (ii) for the agencies' examiners to use in evaluating the
adequacy of such allowance and the policies utilized to determine such
allowance. The Policy Statement also sets forth quantitative measures for the
allowance with respect to assets classified substandard and doubtful and with
respect to the remaining portion of an institution's loan portfolio.
Specifically, the Policy Statement sets forth the following quantitative
measures that examiners may use to determine the reasonableness of an allowance:
(i) 50% of the portfolio that is classified doubtful; (ii) 15% of the portfolio
that is classified substandard; and (iii) for the portions of the portfolio that
have not been classified (including loans designated special mention), estimated
credit losses over the upcoming twelve months based on facts and circumstances
available on the evaluation date. Although the Policy Statement sets forth this
quantitative measure, such guidance is not intended to set either a "floor" or a
"ceiling."
-14-
<PAGE>
The following table sets forth information concerning the allocation of
the Savings Bank's allowance for loan losses by loan categories at the dates
indicated.
<TABLE>
<CAPTION>
September 30,
------------------------------------------------------------------------------------------
1998 1997 1996
----------------------------- ------------------------- --------------------------
Percent of Percent of Percent of
Total Loans Total Loans Total Loans
Amount by Category Amount by Category Amount by Category
--------------- ----------- ----------- ----------- ----------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
One-to-four family
residential $84 88.2% $89 92.9% $91 95.8%
Multi-family residential 3 3.3 1 1.5 -- 0.3
Nonresidential real estate -- .5 1 0.9 -- 0.4
Construction 3 3.6 1 1.4 2 1.3
Consumer and other loans 5 4.4 3 3.3 2 2.2
--- ----- --- ----- --- ------
Total $95 100.0% $95 100.0% $95 100.00%
=== ===== === ===== === ======
</TABLE>
Management of the Savings Bank believes that the reserves that it has
established are adequate to cover any potential losses in the Savings Bank's
loan portfolio. Future adjustments to these reserves may be necessary, however,
and the Savings Bank's results of operations could be adversely affected if
circumstances differ substantially from the assumptions used by management in
making its determinations in this regard.
Investment Activities
General. The Savings Bank's mortgage-backed and investment securities
portfolio is managed in accordance with a written investment policy adopted by
the Board of Directors. All transactions must be approved by and reported to the
Board of Directors.
Prior to October 1, 1994, portfolio investment securities and
mortgage-backed securities were carried at cost, adjusted for amortization of
premiums and accretion of discounts. The investments and mortgage-backed
securities were carried at cost, as it was management's intent, and the Savings
Bank had the ability to hold the securities until maturity. Investment
securities and mortgage-backed securities held for indefinite periods of time,
or utilized by management as part of its asset/liability management strategy, or
that would be sold in response to changes in interest rates, prepayment risk or
the perceived need to increase regulatory capital were classified as held for
sale at the point of purchase and carried at the lower of cost or market, with
any resulting decline in market value below cost charged to operations. Gains or
losses on securities held for sale, including lower of cost or market
adjustments, were recognized using the specific identification method.
In May 1993, the FASB issued SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (the "Statement"). The Statement
requires that investments be categorized as held-to-maturity, trading or
available for sale. Securities classified as held to maturity are carried at
cost only if the Savings Bank has the positive intent and ability to hold these
securities to maturity.
-15-
<PAGE>
Trading securities and securities available for sale are carried at fair value
with resulting unrealized gains or losses charged to operations or stockholders'
equity, respectively. The Savings Bank adopted the Statement as of October 1,
1994. In accordance with the terms of an FASB implementation guide, on December
31, 1995, the Savings Bank transferred mortgage-backed securities with an
amortized cost of $7.2 million from held to maturity to available for sale. At
September 30, 1998, the Company had $502,000 of investment securities and $4.0
million of mortgage-backed securities classified as available for sale and the
Company's stockholders' equity reflected a net unrealized gain of $19,000.
Mortgage-Backed Securities. Mortgage-backed securities represent a
participation interest in a pool of single-family or multi-family mortgage
loans, the principle and interest payments on which, in general, are passed from
the mortgage originators, through intermediaries that pool and repackage the
participation interests in the form of securities, to investors such as the
Savings Bank. Such intermediaries may be private issuers, or agencies including
the FHLMC, the Federal National Mortgage Association ("FNMA") and the Government
National Mortgage Association ("GNMA") that insure or guarantee the payment of
principal and interest to investors.
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 and have varying maturities. The
underlying pool of mortgages can be composed of either fixed- or adjustable-rate
mortgage loans. Mortgage-backed securities are generally referred to as mortgage
participation certificates or pass-through certificates. As a result, the
interest rate risk characteristics of the underlying pool of mortgages (e.g.,
fixed-rate or adjustable-rate) as well as prepayment, default and other risks
associated with the underlying mortgages are passed on to the certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying mortgages.
The Savings Bank has invested in a portfolio of mortgage-backed
securities that are insured or guaranteed by federal agencies. Mortgage-backed
securities increase the quality of the Savings Bank's assets by virtue of the
guarantees that back them, are more liquid than individual mortgage loans and
may be used to collateralize borrowings or other obligations of the Savings
Bank.
-16-
<PAGE>
The following table sets forth information relating to the amortized
cost and market value of the Savings Bank's mortgage-backed securities at
September 30, 1998, 1997 and 1996 (including those designated as available for
sale).
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------------------------------
1998 1997 1996
-------------------- ----------------------- ----------------------
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
---------- ------- ----------- ---------- ---------- ----------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
FHLMC participation certificates $ 426 $ 426 $1,283 $1,276 $ 348 $ 339
GNMA participation certificates 3,481 3,512 2,014 2,071 3,835 3,867
FNMA participation certificates 221 225 413 424 560 573
------ ------ ------ ------ ------ ------
Total mortgage-backed
securities $4,128 $4,163 $3,710 $3,771 $4,743 $4,779
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE>
The following table sets forth the activity in the Savings Bank's
mortgage-backed securities portfolio during the periods indicated (including
those designated as available for sale).
<TABLE>
<CAPTION>
At or For the Year
Ended September 30,
--------------------------------------------------------------
1998 1997 1996
-------------------- ------------------- -----------------
(Dollars in Thousands)
<S> <C> <C> <C>
Mortgage-backed securities
at beginning of period $3,760 $4,774 $7,311
Purchases 2,110 3,293 513
Repayments (970) (879) (1,332)
Sales (719) (3,450) (1,745)
Change in unrealized gain on available
for sale securities (25) 20 30
Premium amortization (3) 2 (3)
------ ------ ------
Mortgage-backed securities at end
of period(1) $4,153 $3,760 $4,774
====== ====== ======
Weighted average yield at end of
period 6.49% 6.87% 6.63%
====== ====== ======
</TABLE>
- ---------------
(1) At September 30, 1998, $4.0 million of such securities were classified
as available for sale.
-17-
<PAGE>
At September 30, 1998, of the $4.1 million portfolio, $0 was scheduled
to mature in between one and five years and $4.1 million was scheduled to mature
after ten years. Due to repayments of the underlying loans, the actual
maturities of mortgage-backed securities generally are substantially less than
the scheduled maturities.
Of the $4.1 million of mortgage-backed securities, $181,000 consisted
of fixed-rate and $4.0 million consisted of adjustable-rate securities.
Investment Securities. The following table sets forth information
relating to the amortized cost and market value of the Savings Bank's investment
securities at the dates indicated.
<TABLE>
<CAPTION>
September 30,
-------------------------------------------------------------------------------------
1998 1997 1996
----------------------- ------------------------- --------------------------
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
------------- ------- ------------- ---------- ------------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. Government agency
obligations(1) $1,999 $2,004 $2,493 $2,486 $2,493 $2,445
====== ====== ====== ====== ====== ======
Weighted average yield
at end of period 5.65% 5.82% 5.82%
====== ====== ======
</TABLE>
- ------------
(1) At September 30, 1998, $500,000 of investment securities were
classified as available for sale.
The following table sets forth the amortized cost and market value of
investment securities by contractual terms to maturity at September 30, 1998.
<TABLE>
<CAPTION>
Amortized Market
Cost Value
--------------- ---------------
(In Thousands)
<S> <C> <C>
One year $ -- $ --
One to five years 1,999 2,004
Five to ten years -- --
More than ten years -- --
------ ------
Total $1,999 $2,004
====== ======
</TABLE>
-18-
<PAGE>
Sources of Funds
General. Deposits are the primary source of the Savings Bank's funds
for lending and other investment purposes. In addition to deposits, the Savings
Bank derives funds from loan principal repayments. 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.
Borrowings may be used on a short-term basis to compensate for reductions in the
availability of funds from other sources. They also may be used on a longer term
basis for general business purposes.
Deposits. The Savings Bank's deposits are attracted principally from
within the Savings Bank's primary market area through the offering of a broad
selection of deposit instruments, including NOW accounts, money market accounts,
regular savings accounts, and term certificate accounts. Included among these
deposit products are individual retirement account certificates of approximately
$6.2 million at September 30, 1998. Deposit account terms vary, with the
principal differences being the minimum balance required, the time period that
the funds must remain on deposit and the interest rate.
Interest rates paid, maturity terms, service fees and withdrawal
penalties are established by the Savings Bank on a periodic basis. Determination
of rates and terms are predicated on funds acquisition and liquidity
requirements, rates paid by competitors, growth goals and applicable laws and
regulations.
The Savings Bank utilizes traditional marketing methods to attract new
customers and savings deposits, including print media advertising. The Savings
Bank maintains a drive-up facility at its office. The Savings Bank does not
advertise for deposits outside its local market area or utilize the services of
deposit brokers.
-19-
<PAGE>
The following table sets forth the dollar amount of deposits in the
various types of deposit programs offered by the Savings Bank for the periods
indicated.
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------------------------------
1998 1997 1996
---------------------------- -------------------------- ---------------------------
Amount Percentage Amount Percentage Amount Percentage
------------- ----------- ------------ ---------- ------------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Certificate accounts:
4.01 - 6.00% $20,802 50.3% $19,860 48.5% $18,807 45.2%
6.01 - 8.00% 11,521 27.8 13,216 32.2 14,997 36.0
8.01 - 10.00% -- -- -- -- -- --
10.01 - 12.00% -- -- -- -- -- --
------- ----- ------- ----- ------- -----
Total certificate accounts $32,323 78.1 33,076 80.7 33,804 81.2
------- ----- ------- ----- ------- -----
Transactions accounts:
Passbook accounts 1,521 3.7 1,446 3.5 1,396 3.3
Statement savings 3,377 8.2 2,578 6.3 2,535 6.1
Money market accounts 2,042 5.1 2,378 5.8 2,616 6.3
NOW accounts 2,120 4.9 1,518 3.7 1,285 3.1
------- ----- ------- ----- ------- -----
Total transaction accounts 9,060 21.9 7,920 19.3 7,832 18.8
------- ----- ------- ----- ------- -----
Total deposits $41,383 100.0% $40,996 100.0% $41,636 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
The following table sets forth the savings activities of the Savings
Bank during the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------------------------
1998 1997 1996
------------------ ------------------ ------------------
(In Thousands)
<S> <C> <C> <C>
Deposits $33,212 $ 34,147 $30,928
Withdrawals (34,743) (36,700) (35,751)
------- -------- -------
Net increase (decrease)
before interest credited (1,531) (2,553) (4,823)
Interest credited 1,918 1,913 2,031
------- -------- -------
Net increase (decrease)
in deposits $ 387 $ (640) $(2,792)
======= ======== =======
</TABLE>
-20-
<PAGE>
The following table shows the interest rate and maturity information
for the Savings Bank's certificates of deposit at September 30, 1998.
<TABLE>
<CAPTION>
Maturity Date
-------------------------------------------------------------------------------------
One Year Over Over Over
Interest Rate or Less 1-2 Years 2-3 Years 3 Years Total
- ------------- ------------- ------------- -------------- --------------- -------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
4.01 - 6.00% $14,816 $2,226 $3,242 $ 518 $20,802
6.01 - 8.00% 4,105 4,605 130 2,681 11,521
Total $18,921 $6,831 $3,372 $3,199 $32,323
</TABLE>
The following table sets forth the maturities of the Savings Bank's
certificates of deposit having principal amounts of $100,000 or more at
September 30, 1998.
<TABLE>
<CAPTION>
Certificates of deposit
maturing in quarter ending:
- -----------------------------------------
(In Thousands)
<S> <C>
December 31, 1998 $1,076
March 31, 1999 589
June 30, 1999 224
September 30, 1999 208
After September 30, 1999 2,234
------
Total certificates of deposit
with balances of $100,000
or more $4,331
======
</TABLE>
-21-
<PAGE>
Borrowings. The Savings Bank's other sources of funds include advances
from the FHLB of Cincinnati. As a member of the FHLB of Cincinnati, the Savings
Bank is required to own capital stock in the FHLB of Cincinnati and is
authorized to apply for advances from the FHLB of Cincinnati. Each FHLB credit
program has its own interest rate, which may be fixed or variable, and a range
of maturities. The FHLB of Cincinnati may prescribe the acceptable uses for
these advances, as well as limitations on the size of the advances and repayment
provisions. At September 30, 1998, the Savings Bank had a $8 million line of
credit with the FHLB of Cincinnati. As of such date the Savings Bank had $2.4
million of advances from the FHLB of Cincinnati.
The following table sets forth the maximum month-end balance and
average balance of the Savings Bank's FHLB advances during the periods
indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------------------------------
1998 1997 1996
------------------- ------------------- ------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Maximum balance $3,484 $3,763 $3,658
Average balance 1,944 1,789 1,313
Weighted average interest
rate of FHLB advances 5.81% 5.65% 5.48%
</TABLE>
The following table sets forth certain information as to the Savings
Bank's FHLB advances at the dates indicated.
<TABLE>
<CAPTION>
September 30,
-------------------------------------------------------
1998 1997 1996
--------------- -------------------- ------------
(Dollars in Thousands)
<S> <C> <C> <C>
FHLB advances $2,429 $1,049 $3,653
Weighted average interest
rate of FHLB advances 5.43% 5.69% 5.46%
</TABLE>
Employees
The Savings Bank had 12 full-time employees and five part-time
employees at September 30, 1998. None of these employees is represented by a
collective bargaining agreement, and the Savings Bank believes that it enjoys
good relations with its personnel.
-22-
<PAGE>
Competition
The Savings Bank faces strong competition both in attracting deposits
and making real estate loans. Its most direct competition for deposits
historically has come from other savings associations, credit unions and
commercial banks located in the greater Cincinnati area, including many large
financial institutions that have greater financial and marketing resources
available to them. In addition, during times of high interest rates, the Savings
Bank has faced additional significant competition for investors' funds from
short-term money market securities and other corporate and government
securities. The ability of the Savings Bank 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 Savings Bank experiences strong competition for real estate loans
principally from other savings associations, commercial banks, and mortgage
banking companies. The Savings Bank competes for loans principally through the
interest rates and loan fees it charges 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
The Company
General. The Company, as a registered savings and loan holding company
within the meaning of the Home Owners' Loan Act ("HOLA"), is subject to OTS and
Division regulations, examinations, supervision and reporting requirements. As a
subsidiary of a savings and loan holding company, the Savings Bank will be
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 that 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 a qualified
thrift lender ("QTL") 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
-23-
<PAGE>
to, a bank holding company. See "- The Savings Bank - Federal Regulation -
Qualified Thrift Lender Test."
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 that
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 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 that 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 that 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 as,
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 similar other types of
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 that engages only in activities that 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
that are subsidiaries of the savings institution.
-24-
<PAGE>
In addition, Sections 22(h) and (g) of the Federal Reserve Act place
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 institution's
loans to one borrower limit (generally equal to 15% of 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 those offered in comparable transactions to other
persons and 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, 1998, 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 that 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 that controls savings
institutions in more than one state if (i) the multiple savings and loan holding
company involved controls a savings institution that 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).
The Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA") amended provisions of the Bank Holding Company Act of 1956 to
specifically authorize the Federal Reserve Board to approve an application by a
bank holding company to acquire control of a savings institution. FIRREA also
authorized a bank holding company that controls a savings institution to merge
or consolidate the assets and liabilities of the savings institution with, or
transfer assets and liabilities to, any subsidiary bank that is a member of the
Bank Insurance Fund ("BIF"), the federal deposit insurance fund that covers
commercial bank deposits, with the approval of the appropriate federal banking
agency and the Federal Reserve Board. As a result of these provisions, there
have been a number of acquisitions of savings institutions by bank holding
companies in recent years.
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The Savings Bank - Federal Regulation
General. The OTS has extensive authority over the operations of 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. Such regulation and supervision is intended primarily for
the protection of depositors.
Although the investment and lending authority of the Savings Bank is
prescribed by Ohio laws and regulations, many federal laws and regulations also
apply to state chartered savings associations. Certain of the investment and
lending authorities for federally chartered savings associations were amended
significantly and made applicable to state chartered savings associations by
FIRREA.
The OTS's enforcement authority over all savings institutions was
enhanced substantially by FIRREA. This enforcement authority 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. FIRREA increased the amount of and grounds for civil
money penalties significantly.
On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") was enacted into law. The FDICIA provided
for, among other things, the recapitalization of the BIF; the authorization of
the FDIC to make emergency special assessments under certain circumstances
against BIF members and members of the SAIF; the establishment of risk-based
deposit insurance premiums; and improved examinations and reporting
requirements. The FDICIA also provided for enhanced federal supervision of
depository institutions based on, among other things, an institution's capital
level.
Insurance of Accounts. The deposits of the Savings Bank are insured to
the maximum extent permitted by the SAIF, which is administered by the FDIC, and
are backed by the full faith and credit of the U.S. Government. As insurer, the
FDIC is authorized to conduct examinations of, and to require reporting by,
FDIC-insured institutions. It also may prohibit any FDIC-insured institution
from engaging in any activity the FDIC determines by regulation or order to pose
a serious threat to the FDIC. The FDIC also has the authority to initiate
enforcement actions against savings institutions, after giving the OTS an
opportunity to take such action.
Under FDIC regulations, institutions are assigned to one of three
capital groups for insurance premium purposes -- "well capitalized," "adequately
capitalized" and "undercapitalized" -- which are defined in the same manner as
the regulations establishing the prompt corrective action system, as discussed
below. These three groups are then divided into subgroups which are based on
supervisory evaluations by the institution's primary federal regulator,
resulting in nine assessment classifications. Effective January 1, 1997,
assessment rates for both SAIF-insured institutions and
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BIF-insured institutions ranged from 0% of insured deposits for well-capitalized
institutions with minor supervisory concerns to .27% of insured deposits for
undercapitalized institutions with substantial supervisory concerns. In
addition, an additional assessment of 6.4 basis points and 1.3 basis points is
added to the regular SAIF-assessment and the regular BIF-assessment,
respectively, until December 31, 1999 in order to cover Financing Corporation
debt service payments.
Both the SAIF and the BIF are required by law to attain and thereafter
maintain a reserve ratio of 1.25% of insured deposits. The BIF has achieved the
required reserve ratio, and as a result, the FDIC reduced the average deposit
insurance premium paid by BIF-insured banks to a level substantially below the
average premium previously paid by savings institutions. Banking legislation was
enacted September 30, 1996 to eliminate the premium differential between
SAIF-insured institutions and BIF-insured institutions. The legislation provided
that all insured depository institutions with SAIF-assessable deposits as a
March 31, 1995 pay a special one-time assessment to recapitalize the SAIF.
Pursuant to this legislation, the FDIC promulgated a rule that established the
special assessment necessary to recapitalize the SAIF at 65.7 basis points of
SAIF-assessable deposits held by affected institutions as of March 31, 1995.
Based upon its level of SAIF deposits as of March 31, 1995, the Savings Bank
paid a special assessment of $289,000.
The assessment was accrued in the quarter ended September 30, 1996.
Another component of the SAIF recapitalization plan provides for the
merger of the SAIF and the BIF on January 1, 1999, provided that no insured
depository institution is a savings association on that date. If legislation is
enacted which requires the Savings Bank to convert to a bank charter, the
Company would become a bank holding company subject to the more restrictive
activity limits imposed on bank holding companies unless special grandfather
provisions are included in such legislation. The Company does not believe that
its activities would be materially affected in the event that it was required to
become a bank holding company.
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. There are no pending proceedings to terminate the deposit insurance of
the Savings Bank.
Regulatory Capital Requirements. Federally insured savings institutions
are required to maintain minimum levels of regulatory capital. The OTS has
established capital standards applicable to all savings institutions. These
standards generally must be as stringent as the comparable capital requirements
imposed on national banks. The OTS also is authorized to impose capital
requirements in excess of these standards on individual institutions on a
case-by-case basis.
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Current OTS capital standards require savings institutions to satisfy
three different capital requirements. Under these standards, savings
institutions must maintain "tangible" capital equal to at least 1.5% of adjusted
total assets, "core" capital equal to at least 3.0% of adjusted total assets and
"total" capital (a combination of core and "supplementary" capital) equal to at
least 8.0% of "risk- weighted" assets. For purposes of the regulation, core
capital generally consists of common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of fully consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits and "qualifying supervisory
goodwill." Tangible capital is given the same definition as core capital but
does not include qualifying supervisory goodwill and is reduced by the amount of
all of the savings institution's intangible assets, with only a limited
exception for purchased mortgage servicing rights. The Savings Bank had no
goodwill or other intangible assets at September 30, 1998. Both core and
tangible capital are further reduced by an amount equal to a savings
institution's debt and equity investments in subsidiaries engaged in activities
not permissible to national banks (other than subsidiaries engaged in activities
undertaken as agent for customers or in mortgage banking activities and
subsidiary depository institutions or their holding companies). These
adjustments do not affect the Savings Bank's regulatory capital. Supplementary
capital generally consists of hybrid capital instruments; perpetual preferred
stock, which is not eligible to be included as core capital; subordinated debt
and intermediate-term preferred stock; and general allowances for loan losses up
to a maximum of 1.25% of risk-weighted assets. See "-- Prompt Corrective
Action."
In determining compliance with the risk-based capital requirement, a
savings institution may include both core capital and supplementary capital in
its total capital, provided that the amount of supplementary capital included
does not exceed the savings institution's core capital. In determining the
required amount of risk-based capital, total assets, including certain
off-balance sheet items, are multiplied by a risk weight based on the risks
inherent in the type of assets. The risk weights assigned by the OTS for
principal categories of assets are (i) 0% for cash and securities issued by the
U.S. Government or unconditionally backed by the full faith and credit of the
U.S. Government; (ii) 20% for securities (other than equity securities) issued
by U.S. Government-sponsored agencies and mortgage-backed securities issued by,
or fully guaranteed as to principal and interest by, the FNMA or the FHLMC,
except for those classes with residual characteristics or stripped
mortgage-related securities; (iii) 50% for prudently underwritten permanent one-
to four-family first lien mortgage loans not more than 90 days delinquent and
having a loan-to-value ratio of not more than 80% at origination unless insured
to such ratio by an insurer approved by the FNMA or the FHLMC, qualifying
residential bridge loans made directly for the construction of one-to-four
family residences and qualifying multi-family residential loans; and (iv) 100%
for all other loans and investments, including consumer loans, commercial loans,
and single-family residential real estate loans more than 90 days delinquent,
and for repossessed assets.
At September 30, 1998, the Savings Bank exceeded all of its regulatory
capital requirements, with core and risk-based capital ratios of 8.72% and
19.17%, respectively.
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A savings institution that is not in capital compliance or that
otherwise is deemed to require more than normal supervision is subject to
restrictions on its ability to grow pursuant to Regulatory Bulletin 3a-1. In
addition, a provision of HOLA generally provides that the Director of OTS must
restrict the asset growth of savings institutions not in regulatory capital
compliance, subject to a limited exception for growth not exceeding interest
credited.
A savings institution that is not in capital compliance also is
automatically subject to the following: (i) new directors and senior executive
officers and employment contracts for senior executive officers must be approved
by the OTS in advance; (ii) the savings institution may not accept or renew any
brokered deposits; (iii) the savings institution is subject to higher OTS
assessments as a capital-deficient institution; and (iv) the savings institution
may not make any capital distributions without prior written approval.
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.
In August 1993, the OTS adopted a final rule incorporating an
interest-rate risk component into the risk-based capital regulation. Under the
rule, an institution with a greater than "normal" level of interest rate risk is
subject to a deduction of its interest rate risk component from total capital
for purposes of calculating its risk-based capital. As a result, such an
institution is required to maintain additional capital in order to comply with
the risk-based capital requirement. An institution with a greater than "normal"
interest rate risk is defined as an institution that would suffer a loss of net
portfolio value exceeding 2.0% of the estimated economic value of its assets in
the event of a 200 basis point increase or decrease (with certain minor
exceptions) in interest rates. The interest rate risk component is calculated,
on a quarterly basis, as one-half of the difference between an institution's
measured interest rate risk and 2.0%, multiplied by the economic value of its
assets. The rule also authorizes the Director of the OTS, or his designee, to
waive or defer an institution's interest rate risk component on a case-by-case
basis. The final rule was originally to be effective as of January 1, 1994,
subject however to a three quarter "lag" time between the reporting date of the
data used to calculate an institution's interest rate risk and the effective
date of each quarter's interest rate risk component. However, in October 1994,
the Director of the OTS indicated that it would waive the capital deduction for
institutions with greater than "normal" interest rate risk until the OTS
publishes an appeals process. The OTS has recently indicated that no savings
institution will be required to deduct capital for interest rate risk until
further notice. In any event, management of the Savings Bank does not believe
that the OTS' adoption of an interest rate risk component to the risk- based
capital requirement will adversely affect the Savings Bank's regulatory capital
position.
Prompt Corrective Action. Under Section 38 of the FDIA, as added by the
FDICIA, each federal banking agency was required to implement a system of prompt
corrective action for
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institutions that 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 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
that 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 that 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 that 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,
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(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 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, 1998 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.
Safety and Soundness. FDICIA requires each federal banking regulatory
agency to prescribe, by regulation or guideline, standards for all insured
depository institutions and depository institution holding companies relating to
(i) internal controls, information systems and audit systems; (ii) loan
documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v)
asset growth; (vi) compensation, fees and benefits; and (vii) such other
operational and managerial standards as the agency determines to be appropriate.
The compensation standards would prohibit employment contracts or other
compensatory arrangements that provide excess compensation, fees or benefits or
that could lead to material financial loss. In addition, each federal banking
regulatory agency must prescribe, by regulation or guideline, standards relating
to asset quality, earnings and stock valuation as the agency determines to be
appropriate. On July 10, 1995, the federal banking agencies, including the OTS,
adopted final rules and proposed guidelines concerning standards for safety and
soundness required to be prescribed by regulation pursuant to Section 39 of the
FDIA. In general, the standards relate to (1) operational and managerial
matters; (2) asset quality and earnings; and (3) compensation. The operational
and managerial standards cover (a) internal controls and information systems,
(b) internal audit systems, (c) loan documentation, (d) credit underwriting, (e)
interest rate exposure, (f) asset growth, and (g) compensation, fees and
benefits. Under the proposed asset quality and earnings standards, the Savings
Bank would be required to establish and maintain systems to (i) identify problem
assets and prevent deterioration in those assets, and (ii) evaluate and monitor
earnings and ensure that earnings are sufficient to maintain adequate capital
reserves. Finally, the proposed compensation standard states that compensation
will be considered excessive if it is unreasonable or disproportionate to the
services actually performed by the individual being compensated. If a savings
institution fails to meet any of the standards promulgated by regulation, then
such institution will be required to submit a plan within 30 days to the OTS
specifying the steps it will take to correct the deficiency. In the event that a
savings institution fails to submit or fails in any material respect to
implement a compliance plan within the time allowed by the federal banking
agency, Section 39 of the FDIA provides that the OTS must order the institution
to correct the deficiency and may (1) restrict asset growth; (2) require the
savings institution to increase its ratio
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of tangible equity to assets; (3) restrict the rates of interest that the
savings institution may pay; or (4) take any other action that would better
carry out the purpose of prompt corrective action. The Savings Bank believes
that it has been and will continue to be in compliance with each of the
standards as they have been adopted by the OTS.
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, 1998, the Savings Bank's liquidity
ratio was 22.4%.
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. Generally, the regulation creates a safe harbor for
specified levels of capital distributions from institutions meeting at least
their minimum capital requirements, so long as such institutions notify the OTS
and receive no objection to the distribution from the OTS. Savings institutions
and distributions that do not qualify for the safe harbor are required to obtain
prior OTS approval before making any capital distributions.
Generally, a savings institution that before and after the proposed
distribution meets or exceeds its fully phased-in capital requirements (Tier 1
institutions) may make capital distributions during any calendar year equal to
the higher of (i) 100% of net income for the calendar year-to-date plus 50% of
its "surplus capital ratio" at the beginning of the calendar year or (ii) 75% of
net income over the most recent four-quarter period. The "surplus capital ratio"
is defined to mean the percentage by which the institution's ratio of total
capital to assets exceeds the ratio of its fully phased-in capital requirement
to assets. "Fully phased-in capital requirement" is defined to mean an
institution's capital requirement under the statutory and regulatory standards
applicable on December 31, 1994, as modified to reflect any applicable
individual minimum capital requirement imposed upon the institution. Failure to
meet fully phased-in or minimum capital requirements will result in further
restrictions on capital distributions, including possible prohibition without
explicit OTS approval. See "- Regulatory Capital Requirements."
Tier 2 institutions, which are institutions that before and after the
proposed distribution meet or exceed their minimum capital requirements, may
make capital distributions up to 75% of their net income over the most recent
four-quarter period.
In order to make distributions under these safe harbors, Tier 1 and
Tier 2 institutions must submit 30 days written notice to the OTS prior to
making the distribution. The OTS may object to the distribution during that
30-day period based on safety and soundness concerns. In addition, a Tier 1
institution deemed to be in need of more than normal supervision by the OTS may
be downgraded to a Tier 2 or Tier 3 institution as a result of such a
determination.
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Tier 3 institutions, which are institutions that do not meet current
minimum capital requirements, or that have capital in excess of either their
fully phased-in capital requirement or minimum capital requirement but which
have been notified by the OTS that it will be treated as a Tier 3 institution
because they are in need of more than normal supervision, cannot make any
capital distribution without obtaining OTS approval prior to making such
distributions.
At September 30, 1998, the Savings Bank was a Tier 1 institution for
purposes of this regulation.
On January 7, 1998, the OTS published a notice of proposed rulemaking
to amend its capital distribution regulation. Under the proposal, a savings
institution that would remain at least "adequately capitalized" following the
capital distribution and that meets other specified requirements, would not be
required to provide any notice or application to the OTS for cash dividends
below a specified amount. A savings institution is "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, a Tier 1 leverage capital ratio of 4.0% or more
(or 3% or more if the savings institution is assigned a composite rating of 1),
and does not meet the definition of "well capitalized." Because the Savings Bank
is a subsidiary of the Company, the proposal, 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 proposal will adversely affect its ability to make capital
distributions if it is adopted substantially as proposed.
Loans to One Borrower. FIRREA imposed limitations on the aggregate
amount of loans that a savings institution could make to any one borrower,
including related entities. The permissible amount of loans-to-one borrower now
follows the national bank standard for all loans made by savings institutions.
Loans-to-one borrower may not exceed the greater of $500,000 or 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.
Qualified Thrift Lender Test. All savings institutions are required to
meet a QTL test set forth in Section 10(m) of the HOLA and regulations of the
OTS thereunder to avoid certain restrictions on their operations. A savings
institution that does not meet the QTL test set forth in the HOLA and
implementing regulations must either convert to a bank charter or comply with
the following restrictions on its operations: (i) the institution 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 institution shall be restricted to those of a national
bank; (iii) the institution shall not be eligible to obtain any advances from
its FHLB; and (iv) payment of dividends by the institution shall be subject to
the rules regarding payment of dividends by a national bank. Upon the expiration
of three years from the date the savings institution 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).
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Currently, the QTL test requires that 65% of an institution's
"portfolio assets" (as defined) consist of certain housing and consumer-related
assets on a monthly average basis in nine out of every 12 months. Assets that
qualify without limit for inclusion as part of the 65% requirement are loans
made to purchase, refinance, construct, improve or repair domestic residential
housing and manufactured housing; home equity loans; mortgage-backed securities
(where the mortgages are secured by domestic residential housing or manufactured
housing); stock issued by the FHLB of Cincinnati; and direct or indirect
obligations of the FDIC. In addition, the following assets, among others, may be
included in meeting the test subject to an overall limit of 20% of the savings
institution's portfolio assets: 50% of residential mortgage loans originated and
sold within 90 days of origination; 100% of consumer and educational loans
(limited to 10% of total portfolio assets); and stock issued by the FHLMC or the
FNMA. Portfolio assets consist of total assets minus the sum of (i) goodwill and
other intangible assets, (ii) property used by the savings institution to
conduct its business, and (iii) liquid assets up to 20% of the institution's
total assets. At September 30, 1998, the qualified thrift investments of the
Savings Bank were approximately 99% of its portfolio assets.
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.
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. At September 30, 1998, the Savings
Bank had $495,000 in FHLB stock, which was in compliance with this requirement.
As a result of FIRREA, 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 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. For the year ended September
30, 1998, dividends paid by the FHLB of Cincinnati to the Savings Bank amounted
to $34,300, compared to $31,000 during the same period in the prior year.
Federal Reserve System. The Federal Reserve Board requires all
depository institutions to maintain reserves against their transaction accounts
(primarily NOW and Super NOW checking accounts). As of September 30, 1998, no
reserves were required to be maintained on the first $4.3 million of transaction
accounts, reserves of 3% were required to be maintained against the next $52.0
million of net transaction accounts (with such dollar amounts subject to
adjustment by the Federal Reserve Board), and a reserve of 10% (which is subject
to adjustment by the Federal Reserve Board
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to a level between 8% and 14%) against all remaining net transaction accounts.
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.
The Savings Bank - Ohio Regulation
As an Ohio-chartered savings institution, the Savings Bank also is
subject to regulation and supervision by the Division. The Savings Bank is
required to file periodic reports with and is subject to periodic examinations
at least once within every 18-month period by the Division. The lending and
investment authority of the Savings Bank is prescribed by Ohio laws and
regulations, as well as applicable federal laws and regulations, and the Savings
Bank is prohibited from engaging in any activities not permitted by such laws
and regulations.
The Savings Bank is required by Ohio law and regulations to comply with
certain reserve and net worth requirements. Currently, Ohio-chartered savings
institutions are required to establish and maintain a reserve for the absorption
of bad debts and other losses in an amount at least equal to 3% of the
institutions's deposit account balance. For purposes of complying with this
reserve requirement, such savings institutions are able to include the amount of
any permanent stock issued and outstanding, contributed surplus, undivided
profits, specific loss or valuation reserves and any other nonwithdrawable
accounts. In addition, Ohio-chartered savings institutions which are rated a
Composite One under the Uniform Financial Institutions Rating System are
required to establish and maintain a ratio of net worth to total assets of not
less than 3%. All other Ohio-chartered savings institutions are required to have
a ratio of net worth to total assets of not less than 4%. Net worth shall
consist of common stockholders' equity, noncumulative perpetual preferred stock
(including any related surplus), minority interests in the equity capital
accounts of consolidated subsidiaries and subordinated debentures (in varying
amounts and percentages). At September 30, 1998, the Savings Bank was in
compliance with applicable reserve and net worth requirements.
Ohio law and regulations also restrict the lending and investment
authority of Ohio-chartered savings institutions. Such laws and regulations
restrict the amount an Ohio-chartered savings institution can lend to any one
borrower to an amount which, in the aggregate, does not exceed the lesser of (i)
10% of the association's withdrawable accounts or (ii) the sum of the
association's capital and surplus. Notwithstanding the foregoing, Ohio law
permits any such institution to lend to any one borrower an aggregate amount not
exceeding $500,000.
In addition, Ohio law restricts the ability of Ohio-chartered savings
institutions to invest in, among other things, (i) commercial real estate loans
(including commercial construction real estate loans) up to 20% of total assets;
(ii) land acquisition and development loans up to 2% of total assets; (iii)
consumer loans, commercial paper and corporate debt securities up to 20% of
total assets; (iv) commercial business loans up to 10% of total assets; (v)
stock or other equity securities up to 10% of total assets; and (vi) capital
stock, obligations and other securities of service corporations up to 15% of
total assets. Ohio law also sets forth the maximum loan-to-value ratios with
respect to various types of loans.
-35-
<PAGE>
The investment authority of Ohio-chartered savings institutions is
broader in many respects than that of federally chartered savings institutions.
However, since the enactment of FIRREA, state-chartered savings institutions,
such as the Savings Bank, are generally prohibited from acquiring or retaining
any equity investment, other than certain investments in service corporations,
of a type or in an amount that is not permitted for a federally chartered
savings and loan association. This prohibition applies to equity investments in
real estate, investments in equity securities and any other investment or
transaction that is in substance an equity investment, even if the transaction
is nominally a loan or other permissible transaction. At September 30, 1998, the
Savings Bank had no investments subject to the foregoing prohibition.
Furthermore, a state-chartered savings institution may not engage as
principal in any activity not permitted for federal institutions unless the FDIC
has determined that such activity would pose no significant risk to the affected
deposit insurance fund and the institution is in compliance with the capital
standards prescribed under FIRREA. When certain activities are permissible for a
federal institution, the state institution may engage in the activity in a
higher amount if the FDIC has not determined that such activity would pose a
significant risk of loss to the affected deposit insurance fund and the
association meets its capital requirements. This increased investment authority
does not apply to investments in nonresidential real estate loans. At September
30, 1998, the Savings Bank had no investments that were affected by the
foregoing limitations.
Under Ohio law, an out-of-state savings institution or holding company
may charter or otherwise acquire an Ohio-chartered savings institution or
holding company if the Division determines that the laws of such other state
permit an Ohio-chartered savings institution or holding company to charter or
otherwise acquire an in-state savings institution or holding company on terms
that are, on the whole, substantially no more restrictive than Ohio law. Any
such acquisition would require the out-of-state entity to apply to the Division
and receive Division approval.
TAXATION
Federal Taxation
General. The Company and the Savings Bank are subject to the generally
applicable corporate tax provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Savings Bank is subject to certain additional
provisions of the Code that apply to thrifts and other types of financial
institutions. The following discussion of federal taxation is intended only to
summarize certain pertinent federal income tax matters and is not a
comprehensive discussion of the tax rules applicable to the Savings Bank.
Fiscal Year. The Company and the Savings Bank file a consolidated
federal income tax return on the basis of a fiscal year ending on September 30.
-36-
<PAGE>
Bad Debt Reserves. Under Section 593 of the Code, until the first tax
year beginning on or after January 1, 1996, 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 a tax
reserve for bad debts and to make annual additions thereto, which additions,
within specified limitations, could 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, were computed
using an amount based on 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 recently enacted legislation, however, the PTI Method was
repealed. If an institution is not a "large" thrift institution, i.e., the
quarterly average of the institution's total assets or of the consolidated group
of which it is a member exceeds $500 million for the year, the institution will
continue to be permitted to use the Experience Method. In addition, the
institution is required to recapture (i.e., take into income) over a multi-year
period its "applicable excess reserves," i.e., the balance of its reserve for
losses on qualifying loans and nonqualifying loans, as of the close of its last
tax year beginning before January 1, 1996, over the greater of (a) balance of
such reserves as of December 31, 1987 or (b) in the case of an institution that
is not a "large" thrift institution, an amount that would have been the balance
of such reserves as of the close of its last tax year beginning before January
1, 1996, had the institution always computed the additions to its reserves using
the experience method. The institution would not be required to recapture its
supplemental reserves or its pre-1988 reserves, even if the institution later
became a supplemental reserves or its pre-1988 reserves, even if the institution
later became a "large" bank. Under the legislation, such recapture requirements
would be suspended for each of two successive taxable years beginning January 1,
1997 if the principle amount of residential loans made by the institution during
each such year is not less than the average of the principal amounts of such
loans made by the institution during its six taxable years preceding January 1,
1996. As of June 30, 1998, the Savings Bank's bad debt reserve subject to
recapture over a six-year period totaled approximately $80,000.
If the Savings Bank ceases to qualify as a "bank" (as defined in Code
Section 581) or converts to a credit union, then the pre-1988 reserves and
supplemental reserves are restored to income ratably over a six-year period,
beginning in the tax year in which the association no longer qualifies as a
bank. The balance of the pre-1988 reserve also are subject to recapture in the
case of certain excess distributions to (including distributions on liquidation
and dissolution), or redemptions of stockholders.
Distributions. If the Savings Bank distributes cash or property to its
stockholders, and the distribution is treated as being from its accumulated bad
debt reserves, then the distribution will cause the Savings Bank to have
additional taxable income. A distribution is deemed to have been made from
accumulated 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-dividend distribution to
-37-
<PAGE>
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- dividend 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 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. For taxable years beginning after August
5, 1997, a financial institution may carry back net operating losses ("NOLs") to
the two preceding taxable years and carry forward and deduct from taxable income
for the 20 succeeding taxable years. At September 30, 1998, 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 34%. 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 that 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 currently are 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 have not been audited by
the Internal revenue Service ("IRS") in recent years and its federal income tax
returns for the tax years ended September 30, 1997, 1996 and 1995 are open under
the statute of limitations and are subject to review by the IRS. State Taxation
-38-
<PAGE>
The Company is subject to an Ohio tax based on the greater of its tax
liability as determined under separate net worth and net income computations.
The Company will exclude its investment in Kenwood in determining its tax
liability under the net worth computation. The tax liability under the net worth
computation will be computed at .596% of the Company's net taxable value. The
tax liability under the net income method will be computed at a graduated rate
not exceeding 9.12% of the Company's Ohio taxable income.
The Savings Bank is subject to an Ohio franchise tax based on its
equity capital plus certain reserve amounts. Total capital for this purpose is
reduced by certain exempted assets. The resultant net taxable value was taxed at
a rate of 1.5% for 1998.
-39-
<PAGE>
Item 2. Properties.
- --------------------
At September 30, 1998, Kenwood conducted its business from its
headquarters and main office in Cincinnati, Ohio and one loan origination office
located in Cincinnati, Ohio. The following table sets forth the net book value
(including leasehold improvement, furnishings and equipment) and certain other
information with respect to the offices of Kenwood at September 30, 1998.
<TABLE>
<CAPTION>
Net Book
Value of Amount of
Description/Address Leased/Owned Property Deposits
- ----------------------------------------- --------------------- -------------------- ----------------------
(In Thousands)
<S> <C> <C> <C>
7711 Montgomery Road
Cincinnati, Ohio 45236 Owned $329 $41,383
9462 Towne Square Avenue
Cincinnati, Ohio 45242
(loan origination office) Leased 25 --
---- -------
Total $354 $41,383
==== =======
</TABLE>
Item 3. Legal Proceedings.
- ---------------------------
The Company is not involved in any pending legal proceedings other than
nonmaterial legal proceedings occurring in the ordinary course of business.
Item 4. Submission of Matters to a Vote of Security-Holders.
- -------------------------------------------------------------
Not applicable.
-40-
<PAGE>
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
- -------------------------------------------------------------------------------
The information required herein, to the extent applicable, is
incorporated by reference from page 58 of the Company's 1998 Annual Report to
Stockholders ("1998 Annual Report").
Item 6. Selected Financial Data.
- ---------------------------------
The information required herein is incorporated by reference from pages
four and five of the 1998 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
- --------------------------------------------------------------------------------
The information required herein is incorporated by reference from pages
six to 22 of the 1998 Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
The information required herein is incorporated by reference from pages
seven to 11 of the 1998 Annual Report.
Item 8. Financial Statements and Supplementary Data.
- -----------------------------------------------------
The information required herein is incorporated by reference from pages
four and five and 23 to 57 of the 1998 Annual Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
- --------------------------------------------------------------------------------
Not applicable.
PART III.
Item 10. Directors and Executive Officers of the Registrant.
- -------------------------------------------------------------
The information required herein is incorporated by reference from pages
five to nine of the Company's definitive proxy statement to be filed within 120
days of the Company's fiscal year end (September 30, 1998) (the "Definitive
Proxy Statement").
-41-
<PAGE>
Item 11. Executive Compensation.
- ---------------------------------
The information required herein is incorporated by reference from pages
nine to 13 of the Company's Definitive Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- -------------------------------------------------------------------------
The information required herein is incorporated by reference from pages
two to five of the Company's Definitive Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
The information required herein is incorporated by reference from page
13 of the Company's Definitive Proxy Statement.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- -------------------------------------------------------------------------
(a) Documents Filed as Part of this Report
(1) The following financial statements are incorporated by reference
from Item 8 hereof (see Exhibit 13):
Reports of Independent Certified Public Accountants
Consolidated Statement of Financial Condition as of September 30,
1998 and 1997
Consolidated Statements of Income for the Fiscal Periods Ended
September 30, 1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the Fiscal
Periods Ended September 30, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the Fiscal Periods
ended September 30, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
(2) All schedules for which provision is made in the applicable
accounting regulation of the SEC are omitted because of the absence of
conditions under which they are required or because the required information is
included in the consolidated financial statements and related notes thereto.
-42-
<PAGE>
(3) The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibit Index.
<TABLE>
<CAPTION>
No. Description
- --------- ------------------------------------------------------------------------------------------------
<S> <C>
2.1 Plan of Conversion and Agreement and Plan of Reorganization1/
3.1 Certificate of Incorporation of Kenwood Bancorp, Inc.1/
3.2 Bylaws of Kenwood Bancorp, Inc.1/
4.1 Specimen Stock Certificate of Kenwood Bancorp, Inc.1/
10.1 1992 Stock Incentive Plan1/
10.2 1992 Directors' Stock Option Plan1/
10.3 1992 Management Recognition Plan1/
10.4 Kenwood Bancorp, Inc. Employee Stock Ownership Plan and Trust1/
13.0 1998 Annual Report to Stockholders, specified portion (pp. 4 to 58) of the
Company's Annual Report to Stockholders for the year ended
September 30, 1998.
21.0 Subsidiaries of the Registrant - Reference is made to "Item 1. Business" for the
required information
23.0 Consent of Clark, Schaefer, Hackett & Co.
27.0 Financial Data Schedule
</TABLE>
- ----------------
1/ Incorporated herein by reference from the Company's Registration
Statement on Form S-1 (Registration No. 333-2698) filed by the Company
with the Securities and Exchange Commission ("SEC") on March 22, 1996,
as subsequently amended.
(b) The Company did not file any Current Reports on Form 8-K during the
fiscal quarter ended September 30, 1998.
-43-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
KENWOOD BANCORP, INC.
By: /s/ Thomas W. Burns
--------------------
Thomas W. Burns
Executive Vice President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
/s/ Robert P. Isler December 29, 1998
- -----------------------------------
Robert P. Isler
President and Chairman of the Board
/s/ Thomas W. Burns December 29, 1998
- -----------------------------------
Thomas W. Burns
Executive Vice President and
Chief Executive Officer
(principal executive and
financial officer)
/s/ Richard C. Kent December 29, 1998
- -----------------------------------
Richard C. Kent
Director
<PAGE>
/s/ Donald G. Ashcraft December 29, 1998
- -----------------------------------
Donald G. Ashcraft
Director
/s/ P. Lincoln Mitchell December 29, 1998
- -----------------------------------
P. Lincoln Mitchell
Secretary and Director
/s/ James N. Murphy December 29, 1998
- -----------------------------------
James N. Murphy
Director
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
(Dollars in Thousands)
The following tables set forth certain financial and other data of the
Company at the dates and for the periods indicated. For additional financial
information about the Company, reference is made to "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Consolidated
Financial Statements of the Company and related notes included elsewhere herein.
<TABLE>
<CAPTION>
At September 30,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Selected Financial Condition Data(1):
Total assets $48,871 $46,862 $50,231 $48,309 $42,578
Interest-bearing deposits in other financial
Institutions(2) 2,374 1,395 1,938 3,449 3,723
Investment securities - at cost 1,499 1,997 1,994 1,991 1,989
Investment securities available for sale - at market 502 495 486 1,006 --
Mortgage-backed securities - at cost 181 223 245 7,311 8,150
Mortgage-backed securities available for sale -
at market 3,972 3,537 4,529 -- --
Loans receivable, net 36,211 36,220 30,009 32,559 27,594
Loan held for sale 2,189 1,525 9,322 213 --
Deposits 41,383 40,996 41,636 44,428 38,837
FHLB advances 2,429 1,049 3,653 194 212
Stockholders' equity 4,564 4,359 4,239 3,216 3,205
<CAPTION>
Year Ended September 30,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Selected Operating Data(1):
Total interest income $3,522 $3,392 $3,423 $3,194 $2,511
Total interest expense 2,388 2,392 2,534 2,310 1,621
------ ------ ------ ------ ------
Net interest income 1,134 1,000 889 884 890
Provision for losses on loans -- -- 14 12 11
------ ------ ------ ------ ------
Net interest income after provision
for losses on loans 1,134 1,000 875 872 879
Other income 584 251 221 62 79
General, administrative and other expense 1,241 1,018 1,248 807 726
------ ------ ------ ------ ------
Income (loss) before income taxes 477 233 (152) 127 232
Federal income taxes 188 62 (48) 46 72
------ ------ ------ ------ ------
Net income (loss) $ 289 $ 171 $ (104) $ 81 $ 160
====== ====== ====== ====== ======
Basic Earnings (loss) per share $ 1.02 $ .61 $ (.37) $ .53 $ 1.06
====== ====== ====== ====== ======
Dividends per share $ .28 $ .28 $ .49 $ .56 $ 1.06
====== ====== ====== ====== ======
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
At or For the Year Ended September 30,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Selected Operating Ratios(1)(3):
Return on average assets(4) $ .60 .36% (.21) .18% .39%
Return on average equity(4) 6.40 4.07 (2.81) 2.52 5.07
Average equity to average assets 9.34 8.83 7.62 6.98 7.76
Equity to assets at end of period 9.34 9.30 8.44 6.66 7.53
Interest rate spread(5) 1.98 1.73 1.54 1.65 1.94
Net interest margin(5) 2.42 2.16 1.88 1.96 2.32
Average interest-earning assets to average
interest-bearing liabilities 108.79 108.30 106.42 106.07 109.09
Net interest income after provision for
losses on loans to total general
administrative and other expenses(4)(6) 91.38 98.23 70.1 108.05 121.07
General, administrative and other
expenses to average total assets(4)(6) 2.58 2.14 2.57 1.76 1.86
Non-performing loans to total loans at
end of period(7) -- .50 -- -- .12
Non-performing assets to total
assets at end of period(7) -- .40 -- -- .08
Allowance for loan losses to total
loans at end of period .25 .25 .24 .25 .25
</TABLE>
- -----------
(1) Financial condition data and operating data as of and for the years
ended September 30, 1994, 1995 and up through June 28, 1996 are those of
the Savings Bank prior to the Conversion and Reorganization.
(2) Includes certificates of deposit.
(3) With the exception of end of period ratios, all ratios are based on
average monthly balances during the periods.
(4) Excluding the one-time SAIF recapitalization assessment of $289,000 in
fiscal 1996, return on average assets was .19%, return on average equity
was 2.53%, net interest income after provision for losses on loans to
general administrative and other expenses was 91.24% and general,
administrative and other expenses to average total assets was 1.97%,
respectively, for the year ended September 30, 1996.
(5) Interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average rate
on interest-bearing liabilities. Net interest margin represents net
interest income as a percentage of average interest-earning assets.
(6) Includes effect of the one-time SAIF recapitalization assessment of
$289,000 in fiscal 1996.
(7) Non-performing loans consist of non-accrual loans and accruing loans
that are contractually past due 90 days or more, and non-performing
assets consist of non-performing loans and real estate acquired by
foreclosure or deed-in-lieu thereof.
-5-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company, through the Savings Bank, is primarily engaged in
attracting deposits from the general public and using those and other available
sources of funds to originate permanent loans secured by one-to-four family
residences located primarily in Hamilton County in southwestern Ohio. To a
lesser extent, the Savings Bank also originates consumer and other loans
(primarily home equity lines of credit), residential construction loans and
loans which are secured by existing multi-family residential and nonresidential
real estate, as well as invests in interest-bearing deposits in other financial
institutions (including certificates of deposit), mortgage-backed securities and
U.S.
Government and federal agency obligations.
The profitability of the Company depends primarily on its net interest
income, which is the difference between interest and dividend income on
interest-earning assets, principally loans, mortgage-backed securities and
investment securities, and interest expense on savings deposits and borrowings.
The Company's net income also is dependent on the level of its other income,
including gains on the sale of loans and other assets, servicing fees and other
fees, and its general, administrative and other expense, such as employee
compensation and benefits, occupancy and equipment expense, deposit insurance
premiums, franchise taxes and miscellaneous other expenses, as well as federal
income tax expense.
In general, financial institutions are vulnerable to an increase in
interest rates to the extent that interest-bearing liabilities mature or reprice
more rapidly than interest-earning assets. The lending activities of financial
institutions, including the Savings Bank, have historically emphasized the
origination of long-term, fixed-rate loans secured by single-family residences,
and the primary source of funds of such institutions has been deposits, which
largely mature or are subject to repricing within a short period of time. This
factor, in combination with substantial investments in long-term, fixed-rate
loans, has historically caused the income earned by the Savings Bank on its loan
portfolio to adjust more slowly to changes in interest rates than its cost of
funds. While having liabilities that reprice more frequently than assets is
generally beneficial to net interest income in times of declining interest
rates, such an asset/liability mismatch is generally detrimental during periods
of rising interest rates. To reduce the effect of adverse changes in interest
rates on its operations, the Savings Bank has implemented the asset and
liability management policies described below.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995
In addition to historical information, forward-looking statements are
contained herein that are subject to risks and uncertainties that could cause
actual results to differ materially from those reflected in the forward-looking
statements. Factors that could cause future results to vary from current
expectations, include, but are not limited to, the impact of economic conditions
(both
-6-
<PAGE>
generally and more specifically in the markets in which the Company operates),
the impact of competition for the Company's customers from other providers of
financial services, the impact of government legislation and regulation (which
changes from time to time and over which the Company has no control), and other
risks detailed in this Annual Report and in the Company's other Securities and
Exchange Commission ("SEC") filings. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements, to reflect events or
circumstances that arise after the date hereof. Readers should carefully review
the risk factors described in other documents the Company files from time to
time with the SEC, including the Quarterly Reports on Form 10-Q to be filed by
the Company in 1999 and any Current Reports on Form 8-K filed by the Company.
Asset and Liability Management
The Savings Bank's Board of Directors has in recent years implemented
various asset and liability management policies designed to better match the
maturities and repricing terms of the Savings Bank's interest-earning assets and
interest-bearing liabilities in order to minimize the adverse effects on the
Savings Bank's results of operations of material and prolonged increases in
interest rates. Such policies include (i) emphasizing investment in
adjustable-rate single-family residential loans; (ii) selling long-term,
fixed-rate single-family residential loans into the secondary market; and (iii)
managing interest expense through the utilization of core deposits and outside
borrowings.
As a result of implementing the asset portfolio aspects of those
policies, at September 30, 1998, $19.6 million, or 51.0%, of the Company's total
loan portfolio consisted of adjustable-rate loans. In addition, as of such date,
$15.9 million, or 48.2%, of the Company's portfolio of single-family residential
mortgage loans consisted of adjustable-rate loans. However, due to competitive
pressures in its primary market area, as of September 30, 1998, the Company's
core deposits (passbook, money market and NOW accounts) amounted to $9.1
million, or only 21.9% of total deposits.
The effect of interest rate changes on a financial institution's assets
and liabilities may be analyzed by examining the extent to which such assets and
liabilities are "interest rate sensitive" and by monitoring an institution's
interest rate sensitivity "gap." An asset or liability is said to be interest
rate sensitive within a specific time period if it will mature or reprice within
that time period. The interest rate sensitivity "gap" is defined as the
difference between interest-earning assets and interest-bearing liabilities
maturing or repricing within a given time period. A gap is considered positive
when the amount of interest rate sensitive assets exceeds the amount of interest
rate sensitive liabilities. A gap is considered negative when the amount of
interest rate sensitive liabilities exceeds interest rate sensitive assets.
During a period of falling interest rates, a positive gap would tend to
adversely affect net interest income, while a negative gap would tend to result
in an increase in net interest income. During a period of rising interest rates,
a positive gap would tend to result in an
-7-
<PAGE>
increase in net interest income while a negative gap would tend to affect net
interest income adversely.
Notwithstanding the foregoing asset and liability strategies, the
Company's one-year interest rate sensitivity gap amounted to (13.7)% of total
assets at September 30, 1998. The one-year interest rate sensitivity gap is
defined as the difference between the Company's interest-earning assets which
are scheduled to mature or reprice within one year and its interest-bearing
liabilities which are scheduled to mature or reprice within one year. At
September 30, 1998, the Company's interest-earning assets maturing or repricing
within one year totaled $16.5 million, while the Company's interest-bearing
liabilities maturing or repricing within one year totaled $23.1 million,
providing an excess of interest-bearing liabilities over interest-earning assets
of $6.7 million. At September 30, 1998, the percentage of the Company's
interest-earning assets to interest-bearing liabilities maturing or repricing
within one year was 71.2%. While the Company's one-year interest rate
sensitivity gap is considered by management and the Board of Directors to be
within the intended range of acceptable positions based upon management's asset
and liability management strategy, the Board plans to continue to follow
policies that are designed to better match the maturities and repricing terms of
the Company's portfolio.
The following table presents the difference between the Savings Bank's
interest-earning assets and interest-bearing liabilities within specified
maturities at September 30, 1998. This table does not necessarily indicate the
impact of general interest rate movements on the Savings Bank's net interest
income because the repricing of certain assets and liabilities is subject to
competitive and other limitations. As a result, certain assets and liabilities
indicated as maturing or otherwise repricing within a stated period may in fact
mature or reprice at different times and at different volumes.
-8-
<PAGE>
<TABLE>
<CAPTION>
Over One Over Ten
Through Over Three Over Five Through
One Year Three Through Through Twenty
or Less Years Five Years Ten Years Years
---------- ----------- ---------- ----------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Real estate mortgages:
Adjustable-rate(1)(2) $ 8,716 $10,450 $ 421 $ -- $ --
Fixed-rate(1)(3) 1,006 9 3,325 3,856 4,854
Other loans(1) 440 -- 2 -- --
Mortgage-backed securities(1) 3,972 -- -- -- 181
Investment securities and other
interest earning assets(4) 2,374 2,001 -- -- --
------- ------- ------- ------- -------
Total interest-earning assets $16,508 $12,460 $ 3,748 $ 3,856 $ 5,035
======= ======= ======= ======= =======
Interest-bearing liabilities:
Passbook and statement savings(5) $ 1,488 $ 1,061 $ 691 $ 878 $ 607
NOW accounts and demand accounts(5) 1,152 422 170 228 125
Money market deposits(5) 1,493 288 106 82 57
Certificates of deposit(5) 18,921 10,203 3,199 -- --
FHLB advances 126 241 1,731 331 -
------- ------- ------- ------- -------
Total interest-bearing liabilities $23,180 $12,215 $ 5,897 $ 1,519 $789
======= ======= ======= ======= ====
Interest rate sensitivity gap $(6,672) $ 245 $(2,149) $ 2,337 $ 4,246
======= ======= ======= ======= =======
Cumulative interest rate sensitivity gap $(6,672) $(8,576) $(8,576) $(6,239) $(1,993)
======= ======= ======= ======= =======
Percentage of cumulative gap to
total assets (13.65)% (13.15)% (17.55)% (12.77)% (4.08)%
====== ====== ====== ====== =====
Cumulative ratio of interest-earning
assets to interest-bearing liabilities 71.22% 81.84% 79.23% 85.43% 95.43%
===== ===== ===== ===== =====
<PAGE>
<CAPTION>
Over
Twenty
Years Total
---------- --------------
(Dollars in Thousands)
<S> <C> <C>
Interest-earning assets:
Real estate mortgages:
Adjustable-rate(1)(2) $ -- $19,587
Fixed-rate(1)(3) 5,321 18,371
Other loans(1) -- 442
Mortgage-backed securities(1) -- 4,153
Investment securities and other
interest earning assets(4) 495 4,870
------ -------
Total interest-earning assets $5,816 $47,423
====== =======
Interest-bearing liabilities:
Passbook and statement savings(5) $173 $ 4,898
NOW accounts and demand accounts(5) 23 2,120
Money market deposits(5) 16 2,042
Certificates of deposit(5) -- 32,323
FHLB advances - 2,429
------ -------
Total interest-bearing liabilities $212 $43,812
==== =======
Interest rate sensitivity gap $5,604 $ 3,611
====== =======
Cumulative interest rate sensitivity gap $3,611 $ 3,611
====== =======
Percentage of cumulative gap to
total assets 7.39% 7.39%
==== ====
Cumulative ratio of interest-earning
assets to interest-bearing liabilities 108.24% 108.24%
====== ======
</TABLE>
- ---------------------
(1) The dollar amount of loans and mortgage-backed securities reflected
within a repricing period includes the scheduled amortization with
respect to fixed-rate loans and mortgage-backed securities and the
scheduled repricing with respect to adjustable-rate loans and
mortgage-backed securities.
(2) Includes all adjustable-rate single-family residential (including loans
designated as held for sale) and multi-family residential and
non-residential real estate loans, net of the undisbursed portion of
loans in process, allowance for loan losses and deferred loan
origination fees.
(3) Includes all fixed-rate single-family residential (including loans
designated as held for sale) and multi-family residential and
non-residential real estate loans, net of the undisbursed portion of
loans in process, allowance for loan losses and deferred loan
origination fees.
(4) Includes interest-bearing deposits, investment securities and FHLB of
Cincinnati stock.
(5) Based on the following decay rate assumptions: (i) passbook decay will
occur at the following annual rates during the time periods shown in
the above table: 17%, 17%, 16%, 14%, 14% and 14%; (ii) NOW and demand
deposit account decay will occur at the following annual rates during
the time periods shown in the above table: 37%, 32%, 17%, 17%, 17% and
17%; (iii) money market decay will occur at the following annual rates
during the time periods shown in the above table: 79%, 31%, 31%, 31%,
31% and 31%; and (iv) certificates of deposit will not be withdrawn
prior to maturity.
-9-
<PAGE>
Management also presently monitors and evaluates the potential impact
of interest rate changes upon the market value of the Savings Bank's portfolio
equity and the level of net interest income on a quarterly basis. In August
1993, the OTS adopted a final rule incorporating an interest rate risk component
into the risk-based capital rules. Under the rule, an institution with a greater
than "normal" level of interest rate risk will be subject to a deduction of its
interest rate component from total capital for purposes of calculating the
risk-based capital requirement. An institution with a greater than "normal"
interest rate risk is defined as an institution that would suffer a loss of net
portfolio value ("NPV") exceeding 2.0% of the estimated market value of its
assets in the event of a 200 basis point increase or decrease in interest rates.
NPV is the difference between incoming and outgoing discounted cash flows from
assets, liabilities, and off-balance sheet contracts. A resulting change in NPV
of more than 2% of the estimated market value of an institution's assets will
require the institution to deduct from its capital 50% of that excess change.
The rule provides that the OTS will calculate the interest rate risk component
quarterly for each institution. In August 1995, the OTS indicated that no
institution will be required to deduct capital for interest rate risk until
further notice.
The following tables present the Savings Bank's NPV as of September 30,
1998 and 1997, as calculated by the OTS, based on information provided to the
OTS by the Savings Bank.
<TABLE>
<CAPTION>
Net Portfolio Value as of September 30, 1998
- --------------------------------------------------------------------------------------------------------------
Estimated
Change in NPV as a Change as a
Interest Rates Estimated Percentage Amount Percentage
(basis points) NPV of Assets of Change of Assets
- ------------------- ------------------- ------------------- ------------------- -------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
+400 3,526 7.50% (1,137) -2.53%
+300 4,011 8.37% (652) -1.47%
+200 4,383 8.98% (281) -0.64%
+100 4,593 9.28% (70) -0.16%
-- 4,663 9.32% -- 0.00%
-100 4,635 9.18% (29) -0.07%
-200 4,602 9.03% (61) -0.15%
-300 4,602 8.94% (61) -0.15%
-400 4,624 8.89% (39) -0.10%
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Net Portfolio Value as of September 30, 1997
- --------------------------------------------------------------------------------------------------------------
Estimated
Change in NPV as a Change as a
Interest Rates Estimated Percentage Amount Percentage
(basis points) NPV of Assets of Change of Assets
- ------------------- ------------------- ------------------- ------------------- -------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
+400 1,929 4.42% (3,100) -6.57%
+300 2,810 6.28% (2,219) -4.63%
+200 3,664 7.98% (1,315) -2.86%
+100 4,431 9.43% (598) -1.25%
-- 5,029 10.50% -- 0.00%
-100 5,367 11.05% 338 0.71%
-200 5,488 11.19% 459 0.96%
-300 5,560 11.23% 531 1.11%
-400 5,741 11.46% 712 1.49%
</TABLE>
Certain shortcomings are inherent in the method of analysis presented
in both the computation of NPV and in the analysis presented in the prior tables
setting forth the maturing and repricing of interest-earning assets and
interest-bearing liabilities. Although certain assets and liabilities may have
similar maturities or periods within which they will reprice, they may react
differently to changes in market interest rates. The interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
interest rates, while interest rates on other types may lag behind changes in
market rates. Additionally, adjustable-rate mortgages have features which
restrict changes in interest rates on a short-term basis and over the life of
the asset. The proportion of adjustable-rate loans could be reduced in future
periods if market interest rates would decrease and remain at lower levels for a
sustained period, due to increased refinance activity. Further, in the event of
a change in interest rates, prepayment and early withdrawal levels would likely
deviate significantly from those assumed in the tables. Finally, the ability of
many borrowers to service their adjustable-rate debt may decrease in the event
of a sustained interest rate increase.
Changes in Financial Condition
The Company had total assets of $48.9 million at September 30, 1998, an
increase of $2.0 million or 4.3% from September 30, 1997. The increase in total
assets was primarily due to the increase in loan activity during the current
year. The current interest rate market has increased the number of refinancings
by consumers which has enabled the Company to increase its secondary market
lending activities. The excess funds from the refinancings has temporarily been
invested in short-term interest-bearing deposits.
-11-
<PAGE>
Liquid assets (i.e. cash, interest-bearing deposits, and certificates
of deposit) increased $1.7 million, or 125.7%, during the year ended September
30, 1998. This increase in liquid assets reflected the effect of the current
interest rate market and the number of refinancings of mortgage loans at lower
fixed interest rates. At September 30, 1997, the Savings Bank's regulatory
liquidity amounted to 22.1%, which exceeded the minimum OTS requirement of 4% by
$7.5 million. See "-Liquidity and Capital Resources."
Loans receivable (including loans held for sale) increased $655,000, or
1.7%, to total $38.4 million at September 30, 1998, as compared to $37.7 million
at September 30, 1997. Loan originations of $53.2 million were partially offset
by loan sales of $41.2 million and repayments of $11.3 million. The Company has
seen a significant increase in its secondary market activity, due primarily to
the current interest rate environment and, to a lesser extent, the hiring of
additional personnel to staff the Company's mortgage loan origination office.
The Company has hired additional loan originators to manage the increased demand
for mainly fixed-rate loans.
As of September 30, 1998, the Company's allowance for loan losses
amounted to $95,000, which is the same amount as the allowance for loan losses
maintained at September 30, 1997. As of September 30, 1998, the allowance for
loan loss consisted entirely of a general loss allowance, which is included as a
component of regulatory risk-based capital. As of such date, the allowance for
loan losses amounted to .25% of total loans. As of September 30, 1998, the
Company had no non-performing loans. Management will continue to monitor its
allowance for loan losses and make additions to the allowance through the
provision for loan losses as economic conditions dictate. Although the Savings
Bank maintains its allowance for loan losses at a level which it considers to be
adequate to provide for loan losses, there can be no assurance that future
losses will not exceed estimated amounts or that additional provisions for loan
losses will not be required in the future. See Note 1 of the Notes to
Consolidated Financial Statements.
Mortgage-backed securities (including securities available for sale)
increased by $393,000, or 10.4%, during the year ended September 30, 1998.
During the year ended September 30, 1998, the Company sold $716,000 of
mortgage-backed securities at a minimal gain. The Company purchased $2.1 million
of available for sale mortgage-backed securities during the year ended September
30, 1998, and had principal repayments of $976,000 during such period. At
September 30, 1998, the Company had classified $4.0 million of its
mortgage-backed securities as available for sale and had net unrealized gains
with respect to such securities of $25,000.
Investment securities (including securities classified as available for
sale) decreased $491,000, or 19.7%, during the year ended September 30, 1998.
The Company used interest-bearing deposits for excess cash due to the low
interest rate market currently available on U.S. Government agency bonds. As of
September 30, 1998, the Company had classified $502,000 of its investment
securities as available for sale and had net unrealized gains of $2,000 with
respect to such investment securities.
-12-
<PAGE>
Total deposits amounted to $41.3 million at September 30, 1998, an
increase of $387,000, or .9% from the $41.0 million in deposits as of September
30, 1997. Deposits which are subject to daily repricing (passbook, statement
savings, money market and checking accounts), increased by $1.1 million, or
14.4%, from September 30, 1997 to September 30, 1998. The Company has marketed
their statement savings accounts over the past year and have seen an increase in
this type of demand deposit. During the year ended September 30, 1997,
certificates of deposit decreased $753,000, or 2.3%, as compared to the year
ended September 30, 1997. The reduction in certificates was due to consumer
demand for other types of savings vehicles. The Company has generally not
engaged in offering the highest rates available in its deposit market except
upon specific occasions when market conditions have created opportunities to
attract longer-term deposits.
The Company had FHLB advances of $2.4 million at September 30, 1998, an
increase of $1.4 million from the balance outstanding at September 30, 1997 of
$1.0 million. The increase in borrowings was due to the liquidity needs of the
Company during the current year. The Company has used FHLB advances as a source
of short-term funding of its asset growth and for liquidity needs versus
offering special rates on long-term deposits. The average rate paid on the FHLB
advances amounted to 5.81% for the year ended September 30, 1998.
Stockholders' equity increased $205,000, or 4.7%, to $4.6 million at
September 30, 1998 from $4.4 million as of September 30, 1997. The increase was
due primarily to net income of $289,000 for the fiscal year 1998. The increase
was partially offset by $83,000 of dividends declared during the year ended
September 30, 1998.
-13-
<PAGE>
Average Balances, Net Interest Income and Yields Earned and Rates Paid
The following table presents for the periods indicated the total dollar
amount of interest from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates, and the net interest margin. The table does
not reflect any effect of income taxes. All average balances are based on
month-end balances.
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------------------------------------------------------------------
1998 1997 1996
------------------------------ -------------------------------- --------------------------------
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ---- ------- -------- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable(1) $38,840 $3,018 7.77% $35,205 $2,690 7.64% $35,234 $2,670 7.58%
Mortgage-backed securities(2) 3,509 229 6.53 6,137 404 6.58 7,055 457 6.48
Investment securities(2) 2,705 165 6.10 2,936 180 6.13 3,046 189 6.20
Other interest-earning
assets(3) 1,720 110 6.40 1,939 118 6.09 1,829 107 5.85
----- --- ----- --- ----- ---
Total interest-earning assets 46,774 3,522 7.53% 46,217 $3,392 7.34% 47,164 $3,423 7.26%
===== ==== ====== ==== ====== ====
Non-interest-earning assets 1,420 1,332 1,410
----- ----- -----
Total assets $48,194 $47,549 $48,574
======= ======= =======
Interest-bearing liabilities:
Deposits $41,051 2,275 5.54% $40,885 $2,291 5.60% $43,006 $2,462 5.72%
FHLB advances 1,944 113 5.81 1,789 101 5.65 1,313 72 5.48
----- --- ----- --- ----- ----
Total interest-bearing
liabilities 42,995 $2,388 5.55% 42,674 $2,392 5.61% 44,319 $2,534 5.72%
====== ==== ====== ==== ====== ====
Non-interest-bearing
liabilities 700 675 552
--- --- ---
Total liabilities 43,695 43,349 44,871
Stockholders' equity 4,499 4,200 3,703
----- ----- -----
Total liabilities and
stockholders' equity $48,194 $47,549 $48,574
======= ======= =======
Net interest income; interest
rate spread $1,134 1.98% $1,000 1.73% $ 889 1.54%
====== ==== ====== ==== ====== ====
Net interest margin(4) 2.42% 2.16% 1.88%
==== ==== ====
Average interest-earning
assets to average interest-
bearing liabilities 108.79% 108.30% 106.42%
====== ====== ======
<PAGE>
<CAPTION>
At
September
30,
1998
-----------
Yield/
Rate
----
<S> <C>
Interest-earning assets:
Loans receivable(1) 7.71%
Mortgage-backed securities(2) 6.49
Investment securities(2) 5.65
Other interest-earning
assets(3) 5.45
Total interest-earning assets 7.40%
====
Non-interest-earning assets
Total assets
Interest-bearing liabilities:
Deposits 5.43%
FHLB advances 5.43
Total interest-bearing
liabilities 5.43%
====
Non-interest-bearing
liabilities
Total liabilities
Stockholders' equity
Total liabilities and
stockholders' equity
Net interest income; interest
rate spread 1.97%
====
Net interest margin(4)
Average interest-earning
assets to average interest-
bearing liabilities
</TABLE>
(1) Includes loans held for sale.
(2) Includes securities classified as available for sale.
(3) Consists primarily of interest-bearing deposits (including certificates
of deposit).
(4) Net interest margin is net interest income divided by average
interest-earning assets.
-14-
<PAGE>
Rate/Volume Analysis
The following table describes the extent to which changes in interest
rates and changes in volume of interest-related assets and liabilities have
affected the Company's interest income and expense during the periods indicated.
For each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (change
in volume multiplied by prior year rate), (ii) changes in rate (change in rate
multiplied by prior year volume), and (iii) total change in rate and volume. The
combined effect of changes in both rate and volume has been allocated
proportionately to the change due to rate and the change due to volume.
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------------------------------------------------
1998 vs. 1997 1997 vs. 1996
--------------------------------------- -------------------------------------
Increase (Decrease) Increase (Decrease)
Due to Total Due to Total
----------------------- Increase --------------------- Increase
Rate Volume (Decrease) Rate Volume (Decrease)
---------- ----------- -------------- -------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans(1) $47 $281 $328 $ 22 $ (2) $ 20
Mortgage-backed
securities(2) (3) (172) (175) 7 (60) (53)
Investment securities(2) (1) (14) (15) (2) (7) (9)
Other interest-earning
assets(3) 6 (14) (8) 4 7 11
---- ----- ---- ---- ----- -----
Total interest-earning assets $49 $ 81 $130 $31 $ (62) $(31)
=== ==== ==== === ===== ====
Interest-bearing liabilities:
Deposits $(25) $ 9 $(16) $(50) $(121) $(171)
FHLB advances 3 9 12 2 27 29
---- ----- ---- ---- ----- -----
Total interest-bearing
liabilities $(22) $ 18 (4) $(48) $(94) $(142)
==== ==== ==== ==== ==== =====
Increase in net interest income $134 $111
==== =====
</TABLE>
(1) Includes loans held for sale.
(2) Includes securities classified as available for sale.
(3) Consists primarily of interest-bearing deposits (including certificates
of deposit).
-15-
<PAGE>
Results of Operations Comparison for the Years Ended September 30, 1998 and
September 30, 1997.
The Company reported net income of $289,000 for the year ended
September 30, 1998, an increase of $118,000 from the $171,000 of net income
recorded for the year ended September 30, 1997. The increase in net income was
due primarily to the increase in gain on sale of mortgage loans as the Company
has seen an increase in its secondary market activities due to the current
interest rate market.
Interest income increase $130,000, or 3.8%, to $3.5 million for the
year ended September 30, 1998, from $3.4 million for the year ended September
30, 1997. Interest income on loans increased $328,000, or 12.1%, to $3.0 million
for the year ended September 30, 1998. The increase in interest on loans was due
to the higher average balance outstanding on loans for the year ended September
30, 1998 as compared to September 30, 1997, together with an increase in the
average yield from 7.64% at September 30, 1997 to 7.77% at September 30, 1998.
Interest income on mortgage-backed securities decreased $175,000, or 43.3%, to
$229,000 for the year ended September 30, 1998. Such decrease was due to a
decrease in the average balance outstanding thereon from $6.1 million for the
year ended September 30, 1997 to $3.5 million for the year ended September 30,
1998. The Company had reduced its total mortgage-backed securities during the
1997 fiscal year. Interest income on investments decreased $15,000, or 8.3%,
during fiscal 1998 due to a decrease in average balances outstanding from $2.9
million to $2.7 million year-to-year and by a decrease in the average yield from
6.13% during fiscal 1997 to 6.10% during fiscal 1998. Interest income on other
interest-earning assets decreased $8,000, or 6.8%, to $110,000, for the year
ended September 30, 1998 from $118,000 for the year ended September 30, 1997.
The decrease in interest income on other interest-earning assets during the year
ended September 30, 1998, was due to a decrease in average balance outstanding
from $1.9 million to $1.7 million year-to-year and was partially offset by an
increase in the average yield from 6.09% for the year ended September 30, 1997
to 6.40% for the year ended September 30, 1998.
Interest expense decreased $4,000, or .2% for the year ended September
30, 1998 as compared to the year ended September 30, 1997. Interest expense on
deposits decreased $16,000, or .7%, to $2.3 million for the year ended September
30, 1998. This decrease was due to the decrease in the average rate paid on
deposits from 5.60% for the year ended September 30, 1997 to 5.54% for the year
ended September 30, 1998, which was offset slightly by the increase in average
deposits outstanding year-to-year. Interest expense on FHLB advances increased
$12,000, or 11.9%, during fiscal 1998 due to the increase in the average balance
outstanding, together with an increase in the average rate paid thereon. The
Company has used FHLB advances to fund liquidity needs and loan demand.
As a result of the foregoing changes in interest income and interest
expense, net interest income has increase $134,000, or 13.4%, during the year
ended September 30, 1998 as compared to the year ended September 30, 1997. The
interest rate spread increased to 1.98% during 1998, from 1.73% during fiscal
1997, while the net interest margin increased to 2.42% during the fiscal
-16-
<PAGE>
1998 from 2.16% during fiscal 1997. The increase in the Company's interest rate
spread and net interest margin resulted primarily from the increase in average
balances outstanding on loans and an increase in the average interest received
on interest-earning assets.
The Company has had no provisions for losses on loans for the years
ended September 30, 1998 or 1997. The absence of a provision for the years ended
September 30, 1998 and 1997 was influenced by the level loan portfolio, the
amount of non-performing assets and management's assessment of the related
inherent risk in mortgage lending.
Other income increased by $333,000, or 132.7%, during the year ended
September 30, 1998, as compared to the year ended September 30, 1997. The
increase was due primarily to the $334,000 increase in gain on sale of mortgage
loans. The Company has seen a significant increase in its secondary market
activities during the 1998 fiscal year due to the interest rate environment for
fixed-rate loans and the increase in the number of loan originators to manage
the increase in the activity. The Company during the year ended September 30,
1998 sold $41.2 million of loans on the secondary market as compared to $9.6
million of such sales during the year ended September 30, 1997. The ability to
generate gains from the sale of loans is dependent on market and economic
conditions and, accordingly, there can be no assurance that gains similar to
those reported in the current fiscal year can be achieved in the future.
General, administrative and other expenses increased $223,000, or
21.9%, for the year ended September 30, 1998, as compared to the year ended
September 30, 1997. This increase was due primarily to a $156,000, or 31.8%,
increase in employee compensation and benefits, and an increase in other
operating expenses of $64,000, or 22.2%, which was partially offset by a
decrease in federal deposit insurance premiums of $14,000, or 26.9%, during
fiscal 1998 as compared to fiscal 1997. The increase in employee compensation
and benefits resulted from the hiring of additional loan originators and related
expense incurred in order to manage the increase in the Company's secondary
market activity. Other operating expenses increased during fiscal 1997 due
primarily to additional expenses relating to the mortgage loan office and the
Company's secondary market activities. The decrease in deposit premiums was due
to the reduction in insurance premiums following the SAIF recapitalization.
The Company reported a provision for federal income taxes of $188,000
for the year ended September 30, 1998, an increase of $126,000 as compared to
the year ended September 30, 1998. The effective tax rates for the years ended
September 30, 1998 and 1997, were 39.4% and 26.6%, respectively. The increase in
the effective rate during 1998 was due to the increase in the net income coupled
with the change in the estimated tax rate for deferred income taxes. See Note 9
of the Notes to Consolidated Financial Statements.
-17-
<PAGE>
Results of Operations Comparison of the Years Ended September 30, 1997 and
September 30, 1996
The Company reported net income of $171,000 for the year ended
September 30, 1997 as compared to $99,000 for the year ended September 30, 1996,
before the special one-time assessment of $289,000 to recapitalize the Savings
Association Insurance Fund ("SAIF"), the Savings Bank's federal deposit insurer,
in fiscal 1996. The Company reported a net loss for fiscal 1996 of $104,000
after the SAIF assessment. See Note 14 of the Notes to Consolidated Financial
Statements.
Interest income decreased $31,000, or .9%, to $3.39 million for the
year ended September 30, 1997, from $3.42 million for the year ended September
30, 1996. Interest income on loans increased $20,000, or .7%, to $2.69 million
for the year ended September 30, 1997. The increase in interest on loans was due
to an increase in the average yield from 7.58% at September 30, 1996 to 7.64% at
September 30, 1997, offset by a slight decrease in the average balance
outstanding on loans for the year ended September 30, 1997. Interest income on
mortgage-backed securities decreased $53,000, or 11.6%, to $404,000 for the year
ended September 30, 1997. Such decrease was due to a decrease in the average
balance outstanding thereon from $7.1 million to $6.1 million for the year ended
September 30, 1997. The decrease in the average balance outstanding on
mortgage-backed securities was due to the sale of mortgage-backed securities of
$3.5 million and the normal repayments of $879,000, offset by purchases of $3.3
million. Interest income on investments decreased $9,000, or 4.8%, during fiscal
1997 due to a decrease in the average balance outstanding from $3.0 million to
$2.9 million year-to-year and a decrease in the average yield from 6.20% during
fiscal 1996 to 6.13% during fiscal 1997. Interest income on other
interest-earning assets increased $11,000, or 10.3%, to $118,000, for the year
ended September 30, 1997 from $107,000 for the year ended September 30, 1996.
The increase in interest income during the year ended September 30, 1997, was
due to an increase in the average balance outstanding from $1.8 million to $1.9
million year-to-year and an increase in the average yield from 5.85% for the
year ended September 30, 1996 to 6.09% for the year ended September 30, 1997.
Interest expense decreased $142,000, or 5.6%, to $2.39 million for the
year ended September 30, 1997 as compared to $2.53 million for the year ended
September 30, 1996. Interest expense on deposits decreased $171,000, or 6.9%, to
$2.3 million for the year ended September 30, 1997. This decrease was due to the
decrease in the average balance of deposits outstanding year-to-year as well as
a decrease in the average rate of 12 basis points. Interest expense on FHLB
advances increased $29,000, or 40.3%, during fiscal 1997 due to the increase in
the average balance outstanding and an increase in the average rate paid
thereon. The Company has used the availability of the FHLB advances to fund loan
demand. The Company repaid a portion of the FHLB advances in late fiscal 1997
with proceeds from the sale of adjustable-rate mortgage loans.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased $111,000, or 12.5%, during the year ended
September 30, 1997 as compared to the year ended September 30, 1996. The
interest rate spread increased to 1.73% during 1997, from 1.54% during fiscal
1996, while the net interest margin increased to 2.16% during fiscal 1997 from
-18-
<PAGE>
1.88% during fiscal 1996. The increase in the Company's interest rate spread and
net interest margin resulted partially from the reduction in average rates
offered on certificates of deposit and higher yields received on loans and
mortgage-backed securities.
The Company's had no provision for losses on loans for the year ended
September 30, 1997, as compared to $14,000 for the year ended September 30,
1996. The absence of a provision for the year ended September 30, 1997 was
influenced by the decrease in the total loan portfolio and management's
assessment of the related inherent risk in mortgage lending.
Other income increased by $30,000, or 13.6%, during the year ended
September 30, 1997, as compared to the year ended September 30, 1996. The
increase was due primarily to the $22,000 increase in gain on sale of mortgage
loans. The Company experienced a reduction in loans originated for sale on the
secondary market due to demand for loan originations in the local market. The
Company made a one-time sale of adjustable-rate loans to a mortgage company,
which generated a gain on sale of $79,000. Gain on sale of available for sale
securities increased $6,000, or 54.5% during the year ended September 30, 1997
as compared to the year ended September 30, 1996. During the year ended
September 30, 1997, the Company originated $10.0 million in loans originated for
sale on the secondary market, as compared to $ 13.2 million for the year ended
September 30, 1996. The ability to generate gains from the sale of loans and
investments is dependent on market and economic conditions and, accordingly,
there can be no assurance that gains similar to those reported in fiscal year
1997 can be achieved in the future.
General, administrative and other expenses decreased $230,000, or
18.4%, for the year ended September 30, 1997, as compared to the year ended
September 30, 1996. Included as part of this decrease is the one-time SAIF
assessment of $289,000 in fiscal 1996, which if excluded from 1996, such
expenses for 1997 would have shown an increase of $59,000, or 6.1%, as compared
to fiscal 1996. This increase was due primarily to a $54,000, or 12.3%, increase
in employee compensation and benefits, and an increase in other operating
expenses of $36,000 or 14.3%, offset by a decrease in recurring federal deposit
insurance premiums of $52,000 or 50%, during fiscal 1997. The increase in
employee compensation and benefits resulted from normal merit pay increases,
additional hirings of loan originators and support staff, along with an increase
in employee health care costs. Other operating expenses increased during fiscal
1997 due primarily to professional fees relating to various securities and
regulatory filings. The decrease in FDIC premiums was due to the reduction in
insurance premiums following the SAIF recapitalization.
The Company reported a provision for federal income taxes of $62,000
for the year ended September 30, 1997. The Company reported a net loss for 1996
and therefore a tax benefit of $48,000 for the year ended September 30, 1996 for
reasons previously discussed. The effective tax rates for the years ended
September 30, 1997 and 1996, were 26.6% and 31.6%, respectively.
-19-
<PAGE>
Liquidity and Capital Resources
The Savings Bank is required under applicable federal regulations to
maintain specified levels of "liquid" investments in qualifying types of U.S.
Government, federal agency and other investments having maturities of five years
or less. Current OTS regulations require that a savings institution maintain
liquid assets of not less than 4% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less.
Monetary penalties may be imposed for failure to meet applicable liquidity
requirements.
The liquidity of the Savings Bank, as measured by the ratio of cash,
cash equivalents (not committed, pledged or required to liquidate specific
liabilities), investment and qualifying mortgage-backed securities to the sum of
total deposits plus borrowings payable within one year, was 22.1% at September
30, 1998, as compared to 10.7% and 10.0% at September 30, 1997 and 1996,
respectively. At September 30, 1998, the Savings Bank's "liquid" assets totaled
approximately $9.2 million, which was $7.5 million in excess of the current OTS
minimum requirement.
The Company's liquidity, represented by cash and cash equivalents, is a
product of its operating, investing and financing activities. The Company's
primary sources of funds are deposits, borrowings, amortization, prepayments and
maturities of outstanding loans and mortgage-backed securities, maturities of
investment and mortgage-backed securities and other short-term investments,
sales of loans and securities and funds provided from operations. While
scheduled loan and mortgage-backed securities amortization and maturing
investment securities and short-term investments are relatively predictable
sources of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions and competition. The Company manages
the pricing of its deposits to maintain a steady deposit balance. In addition,
the Company invests excess funds in overnight deposits and other short-term
interest-earning assets which provides liquidity to meet lending requirements.
The Company generates cash through the retail deposit market and, to the extent
deemed necessary, utilizes borrowings for liquidity purposes (primarily
consisting of advances from the FHLB of Cincinnati). At September 30, 1998, the
Company had $2.4 million of outstanding advances from the FHLB of Cincinnati.
Furthermore, the Company has access to the Federal Reserve Bank discount window.
Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments
such as overnight deposits. On a longer-term basis, the Company maintains a
strategy of investing in various loans, mortgage-backed securities and
investment securities. The Company uses its sources of funds primarily to meet
its ongoing commitments, to pay maturing savings certificates and savings
withdrawals, fund loan commitments and maintain a portfolio of investment and
mortgage-backed securities.
At September 30, 1998, the Company had outstanding commitments to
originate residential real estate loans of approximately $715,000. At the same
date, the total amount of certificates of deposit which were scheduled to mature
by September 30, 1999 was $18.9 million. The Company
-20-
<PAGE>
believes that it has adequate resources to fund all of its commitments and that
it can adjust the rates on savings certificates to retain deposits in changing
interest rate environments.
Impact of Inflation and Changing Prices
The financial statements and related financial data presented herein
have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in relative purchasing
power over time due to inflation.
Unlike most industrial companies, virtually all of the Company's assets
and liabilities are monetary in nature. As a result, interest rates generally
have a more significant impact on a financial institution's performance than
does the effect of inflation.
Year 2000
As with all financial institutions, the Company's operations depend
almost entirely on computer systems. The Company has addressed the potential
problems associated with the possibility that the computers which control or
operate the Company's operating systems, facilities and infrastructures may not
be programmed to read four digit date codes and, upon arrival of the year 2000,
may recognize the two digit code "00" as the year 1900, causing systems to fail
to function or to generate erroneous data.
The Company has developed an action plan which assesses the magnitude
of the Year 2000 problem, provides a strategy that neutralizes the impact of
these problems, develops a contingency plan to be implemented if critical
systems do not become Year 2000 compliant and develop testing procedures to
insure that the systems are Year 2000 compliant. The status of this effort is
reported to the Board of Directors on a regular basis.
All mission critical third party providers of software have either
certified their product as compliant or have indicated that they will be
compliant by the end of the first quarter of 1999. The major provider of data
processing services to the Company has completed its migration to a Year 2000
ready platform operating system and data base. Customer transaction testing is
scheduled to be completed during the fourth quarter of 1998. All computer
equipment has been tested for Year 2000 compliance and any necessary
replacements have been made.
The Company has not identified any significant expense which are
reasonably likely to be incurred in future periods in connection with this issue
and does not expect to incur significant expenses to implement any necessary
corrective actions. No assurance can be given, at this time, that significant
expenses will not be incurred in future periods. In the unlikely event that the
Company is ultimately required to purchase replacement computer systems,
programs and equipment, or that substantial expense must be incurred to make the
Company's current systems,
-21-
<PAGE>
programs and equipment year 2000 compliant, the Company' net income and
financial condition could be adversely affected.
In addition to possible expense relating to its own systems, the
Company could incur losses if loan payments are delayed due to Year 2000
problems affecting any of its significant borrowers or impairing the payroll
systems of large employers in the Company's primary market area. Because the
Company's loan portfolio is highly diversified with regard to individual
borrowers and types of businesses and its primary market area is not
significantly dependent upon one employer or industry, the Company does not
expect any significant or prolonged difficulties that could affect net income or
cash flow.
-22-
<PAGE>
[LETTERHEAD]
Clark, Schaefer, Hacket & Co.
CERTIFIED PUBLIC ACCOUNTANTS
BUSINESS CONSULTANTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Kenwood Bancorp Inc. and Subsidiary:
We have audited the accompanying consolidated statements of financial condition
of Kenwood Bancorp Inc. and Subsidiary as of September 30, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended September 30, 1998.
These financial statements are the responsibility of the Bancorp's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Kenwood Bancorp Inc.
and Subsidiary as of September 30, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
September 30, 1998, in conformity with generally accepted accounting principles.
/s/Clark, Schaefer, Hacket & Co.
Cincinnati, Ohio
November 2, 1998
- 23 -
<PAGE>
<TABLE>
KENWOOD BANCORP INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 1998 and 1997
(In thousands)
Assets
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash and due from banks ................................ $ 745 367
Interest-bearing deposits in other
financial institutions ........................... 2,374 1,015
------- ------
Cash and cash equivalents .................... 3,119 1,382
Certificates of deposit in other financial institutions -- 380
Investment securities - held to maturity, at
amortized cost, approximate market value
of $1,502 and $1,991 at September 30,
1998 and 1997 .................................... 1,499 1,997
Investment securities - available for sale
(amortized cost of $500 and $499 at
September 30, 1998 and 1997) .................... 502 495
Mortgage-backed securities - held to maturity,
at cost, approximate market value of $191
and $234 at September 30, 1998 and 1997 .......... 181 223
Mortgage-backed securities - available for sale
(amortized cost of $3,947 and $3,487 at
September 30, 1998 and 1997) .................... 3,972 3,537
Loans receivable, net .................................. 36,211 36,220
Loans held for sale - at lower of cost or market ....... 2,189 1,525
Property and equipment, net ............................ 354 349
Federal Home Loan Bank stock - at cost ................. 495 461
Accrued interest receivable:
Loans ............................................ 204 174
Mortgage-backed securities ....................... 25 27
Investment and interest-bearing deposits ......... 18 20
Prepaid expenses and other assets ...................... 80 57
Prepaid federal income taxes ........................... 22 15
------- ------
Total assets ................................. $48,871 46,862
======= ======
</TABLE>
See accompanying notes to financial statements.
- 24 -
<PAGE>
<TABLE>
Liabilities and Stockholders' Equity
<CAPTION>
1998 1997
-------- ------
<S> <C> <C>
Deposits ............................................... $ 41,383 40,996
Advances from the Federal Home Loan Bank ............... 2,429 1,049
-------- ------
Accounts payable on mortgage loans serviced
for others ....................................... 28 12
Advances by borrowers for taxes and insurance .......... 220 231
Other liabilities ...................................... 96 96
Deferred federal income taxes .......................... 151 119
-------- ------
Total liabilities ......................... 44,307 42,503
-------- ------
Stockholders' equity:
Preferred stock - authorized 1,000,000
shares of $.10 par value, none issued ........ -- --
Common stock - authorized 4,000,000
shares, $.01 par value, 295,133 shares
issued and outstanding at September
30, 1998 and 1997 ............................ 3 3
Additional paid-in capital ....................... 1,774 1,771
Retained earnings - substantially restricted ..... 2,891 2,685
Shares acquired by Management Recognition
Plan ......................................... (17) (17)
Unearned ESOP shares ............................. (106) (115)
Unrealized gain on available for sale
securities, net of income taxes .............. 19 32
-------- ------
Total stockholders' equity ................ 4,564 4,359
======== ======
Total liabilities and stockholders' equity $ 48,871 46,862
======== ======
</TABLE>
- 25 -
<PAGE>
<TABLE>
KENWOOD BANCORP INC. AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended September 30,
(In Thousands except Earnings per Share Data)
<CAPTION>
1998 1997 1996
------ ----- -----
<S> <C> <C> <C>
Interest income:
Loans .......................................... $3,018 2,690 2,670
Mortgage-backed securities ..................... 229 404 457
Investment securities .......................... 165 180 189
Interest-bearing deposits and other ............ 110 118 107
------ ----- -----
Total interest income ....................... 3,522 3,392 3,423
------ ----- -----
Interest expense:
Deposits ....................................... 2,275 2,291 2,462
Borrowings ..................................... 113 101 72
------ ----- -----
Total interest expense ...................... 2,388 2,392 2,534
------ ----- -----
Net interest income ......................... 1,134 1,000 889
Provision for losses on loans ....................... -- -- 14
------ ----- -----
Net interest income after
provision for losses on loans ........... 1,134 1,000 875
------ ----- -----
Other income:
Gain on sale of mortgage loans ................. 549 215 193
Gain on sale of available for sale securities .. -- 17 11
Gain on sale of real estate owned .............. 10 -- --
Other operating ................................ 25 19 17
------ ----- -----
Total other income .......................... 584 251 221
------ ----- -----
General, administrative and other expense:
Employee compensation and benefits ............. 647 491 437
Occupancy and equipment ........................ 142 132 124
Federal deposit insurance premiums ............. 38 52 393
Franchise taxes ................................ 62 55 42
Other .......................................... 352 288 252
------ ----- -----
Total general, administrative
and other expense ....................... 1,241 1,018 1,248
------ ----- -----
Income (loss) before income
taxes (benefits) ........................ 477 233 (152)
Federal income taxes (benefits):
Current ........................................ 151 (14) 19
Deferred ....................................... 37 76 (67)
------ ----- -----
188 62 (48)
------ ----- -----
Net income (loss) ........................... $ 289 171 (104)
====== === ====
Basic and diluted earnings (loss) per share, restated
for effects of conversion from mutual holding
company ........................................ $ 1.02 0.61 (0.37)
====== ==== =====
</TABLE>
See accompanying notes to financial statements.
- 26 -
<PAGE>
<TABLE>
KENWOOD BANCORP INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Years Ended September 30, 1998, 1997 and 1996
(In Thousands)
<CAPTION>
Unrealized
Gain on
Additional Available Shares
Common Paid-In Retained for Sale Acquired
Stock Capital Earnings Securities By MRP
----- ------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1995 $ 15 452 2,763 5 (19)
Amortization of MRP expense - - - - 1
Net loss for the year ended
September 30, 1996 - - (104) - -
Increase in unrealized gain on
available for sale securities net of tax - - - 7 -
Cash dividends of $.49 per share - - (62) - -
Shares acquired by ESOP - - - - -
Reorganization with issuance of
common stock in second step conversion (12) 1,319 - - -
----- ----- ----- -- ---
Balance at September 30, 1996 3 1,771 2,597 12 (18)
Amortization of MRP expense - - - - 1
ESOP shares committed to be allocated
at average market price - - - - -
Net income for the year ended
September 30, 1997 - - 171 - -
Increase in unrealized gain on
available for sale securities net of tax - - - 20 -
Cash dividends of $.28 per share - - (83) - -
----- ----- ----- -- ---
Balance at September 30, 1997 3 1,771 2,685 32 (17)
ESOP shares committed to be allocated
at average market price - 3 - - -
Net income for the year ended
September 30, 1998 - - 289 - -
Decrease in unrealized gain on
available for sale securities net of tax - - - (13) -
Cash dividends of $.28 per share - - (83) - -
----- ----- ----- -- ---
Balance at September 30, 1998 $ 3 1,774 2,891 19 (17)
===== ===== ===== == ===
<PAGE>
<CAPTION>
Unearned
ESOP
Shares Total
------ -----
<S> <C> <C>
Balance at September 30, 1995 - 3,216
Amortization of MRP expense - 1
Net loss for the year ended
September 30, 1996 - (104)
Increase in unrealized gain on
available for sale securities net of tax - 7
Cash dividends of $.49 per share - (62)
Shares acquired by ESOP (126) (126)
Reorganization with issuance of
common stock in second step conversion - 1,307
---- -----
Balance at September 30, 1996 (126) 4,239
Amortization of MRP expense - 1
ESOP shares committed to be allocated
at average market price 11 11
Net income for the year ended
September 30, 1997 - 171
Increase in unrealized gain on
available for sale securities net of tax - 20
Cash dividends of $.28 per share - (83)
---- -----
Balance at September 30, 1997 (115) 4,359
ESOP shares committed to be allocated
at average market price 9 12
Net income for the year ended
September 30, 1998 - 289
Decrease in unrealized gain on
available for sale securities net of tax - (13)
Cash dividends of $.28 per share - (83)
---- -----
Balance at September 30, 1998 (106) 4,564
==== =====
</TABLE>
See accompanying notes to financial statements.
- 27 -
<PAGE>
<TABLE>
KENWOOD BANCORP INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years Ended September 30,
(In Thousands)
<CAPTION>
1998 1997 1996
-------- ----- -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) for the year ............................... $ 289 171 (104)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization .......................... 32 31 30
Loans disbursed for sale in the secondary market ....... (41,841) (9,950) (13,218)
Proceeds from sale of loans in the secondary market .... 41,726 9,574 12,788
Gain on sale of mortgage loans ......................... (549) (215) (193)
Gain on sale of investments ............................ -- (17) (11)
Federal Home Loan Bank stock dividends ................. (34) (31) (29)
Amortization of premium (discount) on investments ...... 1 (5) --
Amortization of deferred loan origination (fees) costs . 6 3 (39)
Amortization of market value adjustment on purchased
loans ............................................... (6) -- --
Amortization expense of management
recognition plan .................................... -- 1 1
ESOP expense ........................................... 12 11 --
Provision for losses on loans .......................... -- -- 14
Increase (decrease) in cash due to changes in:
Accrued interest receivable ......................... (26) 24 (34)
Prepaid expenses and other assets ................... (23) 17 (4)
Accounts payable on mortgage loans serviced
on others ......................................... 16 (25) (70)
Other liabilities ................................... -- (321) 332
Federal income taxes:
Current ........................................... (7) (6) 20
Deferred .......................................... 37 76 (67)
-------- ----- -----
Net cash used in operating activities ............... (367) (662) (584)
-------- ----- -----
Cash flows from investing activities:
Principal repayments on loans and mortgage-backed
securities ................................................ 12,298 7,226 7,777
Loan disbursements ........................................... (11,316) (12,495) (12,356)
Proceeds from sale of loans .................................. -- 8,322 --
Purchase of mortgage-backed securities available for sale .... (2,110) (3,293) (513)
Proceeds from sale of mortgage-backed securities
available for sale ........................................ 716 3,467 1,743
Maturity of investment securities ............................ 500 -- 500
Purchase of investment securities ............................ -- -- (500)
Maturity of investment securities available for sale ......... -- -- 500
Purchase of investment securities available for sale ......... -- -- (500)
Proceeds from sale of investment securities available
for sale .................................................. -- -- 513
Purchase of office premises and equipment .................... (37) (18) (12)
Decrease in certificates of deposit in other financial
institutions .............................................. 380 -- 950
-------- ----- -----
Net cash provided by (used in) investing activities . 431 3,209 (1,898)
-------- ----- -----
Net cash flows provided by (used in) operating and
investing activities (subtotal carried forward) ... $ 64 2,547 (2,482)
-------- ----- -----
</TABLE>
See accompanying notes to financial statements.
-28-
<PAGE>
<TABLE>
<CAPTION>
KENWOOD BANCORP INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)
Years Ended September 30,
(In Thousands)
1998 1997 1996
-------- ----- -----
<S> <C> <C> <C>
Net cash flows provided by (used in) operating and
and investing activities (subtotal brought forward) $ 64 2,547 (2,482)
Cash flows from financing activities:
Net increase (decrease) in deposits .......................... 387 (640) (2,792)
Proceeds from Federal Home Loan Bank advances ................ 9,800 7,200 6,000
Repayment of Federal Home Loan Bank advances ................. (8,420) (9,804) (2,541)
Advances by borrowers for taxes and insurance ................ (11) 16 34
Net proceeds from the issuance of common stock ............... -- -- 1,181
Dividends paid on common stock ............................... (83) (83) (62)
-------- ----- -----
Net cash provided by (used in) financing activities . 1,673 (3,311) 1,820
-------- ----- -----
Net increase (decrease) in cash and cash equivalents .............. 1,737 (764) (662)
Cash and cash equivalents at beginning of year .................... 1,382 2,146 2,808
-------- ----- -----
Cash and cash equivalents at end of year .......................... $ 3,119 1,382 2,146
======== ===== =====
Supplemental disclosure of cash flow information:
Cash paid (refunded) during
the year for:
Federal income taxes ...................................... $ 158 (8) (2)
======== ===== =====
Interest on deposits and borrowings ....................... 2,406 2,389 2,533
======== ===== =====
Supplemental disclosure of noncash investing activities:
Transfers of investment securities to available for sale
classification ......................................... $ -- -- 7,253
======== ===== =====
Change in unrealized gains on securities available for
sale - net of related tax effects ...................... (13) 20 7
======== ===== =====
</TABLE>
See accompanying notes to financial statements.
- 29 -
<PAGE>
KENWOOD BANCORP INC. AND SUBSIDIARY
Notes to Financial Statements
(In Thousands except Earnings per Share Data)
1. Organization and Summary of Significant Accounting Policies:
The following describes the organization and the significant accounting
policies followed in the preparation of these financial statements.
Nature of operations and principles of consolidation
Kenwood Bancorp Inc. (the Bancorp) is a holding company formed in
1996 in conjunction with the "second step" conversion of Kenwood
Savings Bank on June 28, 1996. The Bancorp's financial statements
include the accounts of its wholly-owned subsidiary, Kenwood
Savings Bank. All significant intercompany transactions have been
eliminated.
Kenwood Savings Bank is a state chartered savings and loan and a
member of the Federal Home Loan Bank system (FHLB) and subject to
regulation by the Office of Thrift Supervision (OTS), an office of
the U.S. Department of Treasury. As a member of the FHLB system,
Kenwood Savings Bank maintains a required investment in capital
stock of the Federal Home Loan Bank of Cincinnati.
The Bancorp's business consists of attracting deposits from the
general public and applying those funds in the origination of
residential, consumer and nonresidential loans.
Savings accounts are insured by the Savings Association Insurance
Fund (SAIF), a division of the Federal Deposit Insurance
Corporation (FDIC), within certain limitations. Semi-annual
premiums are required by the SAIF for the insurance of such savings
accounts.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and that affect
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
- 30 -
<PAGE>
Concentrations of credit risk
The Bancorp grants first mortgage and other loans to customers
located primarily in the Metropolitan Cincinnati area. Accordingly,
a substantial portion of its debtor's ability to honor their
contracts is dependent upon the financial health of the local
economy and market.
Management may at times, maintain deposit accounts with financial
institutions in excess of federal deposit insurance limits.
Cash and cash equivalents
For the purpose of presentation in the statements of cash flows,
the Bancorp considers all highly liquid debt instruments with
original maturity when purchased of three months or less to be cash
equivalents.
Investment and mortgage-backed securities
The Bancorp adopted Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," as of October 1, 1994. Statement No. 115 requires the
classification of investments in debt and equity securities into
three categories; held to maturity, trading, and available for
sale. Debt securities that the Bancorp has the positive intent and
ability to hold to maturity are classified as held to maturity
securities and reported at amortized cost. Debt and equity
securities that are bought and held principally for the purpose of
selling in the near-term are classified as trading securities and
reported at fair value, with unrealized gains and losses included
in earnings.
The Bancorp has no trading securities. Debt and equity securities
that are not classified as either held to maturity securities or
trading securities are classified as available for sale securities
and reported at fair value, with unrealized gains or losses
excluded from earnings and reported as a separate component of
equity, net of deferred taxes.
The Bancorp designates investment securities and mortgage-backed
securities as held to maturity or available for sale upon
acquisition. At December 31, 1995, the Bancorp made a one-time
reassessment of the classification of certain mortgage-backed
securities in accordance with "A Guide to Implementation of
Statement No. 115 on Accounting for Certain Investments in Debt and
Equity Securities" issued in November 1995. The Bancorp transferred
mortgage-backed securities with an amortized cost of $7.2 million
from the held to maturity classification to the available for sale
classification at December 31, 1995 to reflect management's intent
as to the classification of these securities. Gains or losses on
the sales of investment securities and mortgage-backed securities
available for sale are determined on the specific identification
method.
- 31 -
<PAGE>
Premiums and discounts on investment securities and mortgage-backed
securities are amortized or accreted using the interest method over
the expected lives of the related securities.
Loans receivable
Loans held in portfolio are stated at the principal amount
outstanding, adjusted for deferred loan origination fees and costs,
the allowance for loan losses, and premiums and discounts on loans
purchased. Premiums and discounts on loans purchased are amortized
and accreted to operations using the interest method over the
estimated life of the underlying loans.
Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield on the
related loan.
Interest is accrued as earned unless the collectibility of the loan
is in doubt. Uncollectible interest on loans that are contractually
past due is charged off, or an allowance is established based on
management's periodic evaluation. The allowance is established by a
charge to interest income equal to all interest previously accrued,
and income is subsequently recognized only to the extent that cash
payments are received until, in management's judgment, the
borrower's ability to make periodic interest and principal payments
has returned to normal, in which case the loan is returned to
accrual status.
Loans held for sale are carried at the lower of cost or market,
determined in the aggregate. In computing cost, deferred loan
origination fees and costs are aggregated with the principal
balances of the related loans. At September 30, 1998 and 1997,
loans held for sale were carried at cost.
The Bancorp will either sell the related servicing on loans or
retain the servicing on loans sold and agree to remit to the
investor loan principal and interest at agreed-upon rates. These
rates can differ from the loan's contractual interest rate
resulting in a "yield differential." Prior to 1997, in addition to
previously deferred loan origination fees and cash gains, gains on
sale of loans represented the present value of the future yield
differential less a normal servicing fee, capitalized over the
estimated life of the loans sold. Normal servicing fees were
determined by reference to the stipulated minimum servicing fee set
forth by the government agencies to whom the loans were sold. Such
servicing fees were representative of the Bancorp's normal
servicing costs. The resulting capitalized excess servicing fee was
amortized to operations over the life of the loans using the
interest method. If prepayments are higher than expected, an
immediate charge to operations was made. If prepayments are lower,
then the related adjustments were made prospectively.
- 32 -
<PAGE>
In May 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 122,
"Accounting for Mortgage Servicing Rights". This statement requires
that a mortgage banking enterprise recognize as separate assets
rights to service mortgage loans for others, however those
servicing rights are acquired. A mortgage banking enterprise that
acquires mortgage servicing rights through either the purchase or
origination of mortgage loans and sells or securitizes those loans
with servicing rights retained would allocate the total cost of the
mortgage loans to the mortgage servicing rights and the loans based
on their relative fair value. Statement No. 122 was effective for
transactions occurring after September 30, 1996. The adoption of
this standard did not have a material impact on the financial
statements.
In June 1996, the FASB issued SFAS No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" which established accounting and reporting standards
for transfers and servicing of financial assets and extinguishments
of liabilities. The standards are based on a consistent application
of a financial components approach that focuses on control. Under
that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when
control has been surrendered, and derecognizes liabilities when
extinguished. SFAS No. 125 provides consistent standards for
distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS No. 125 supercedes SFAS
No. 122. SFAS No. 125 was effective for transactions occurring
after December 31, 1996. The adoption of this standard did not have
a material impact on the financial statements.
The allowance for loan losses is maintained at a level which, in
management's judgment, is adequate to absorb potential losses
inherent in the loan portfolio. The amount of the allowance is
based on management's evaluation of the collectibility of the loan
portfolio, including the nature of the portfolio, credit
concentrations, trends in historical loss experience, specific
impaired loans, and economic conditions. Allowances for impaired
loans are generally determined based on collateral values or the
present value of estimated cash flows. The allowance is increased
by a provision for loan losses, which is charged to expense and
reduced by charge-offs, net of recoveries. Changes in the allowance
relating to impaired loans are charged or credited to the provision
for loan losses. Because of uncertainties inherent in the
estimation process, management's estimate of credit losses inherent
in the loan portfolio and the related allowance may change in the
near term. However, the amount of the change that is reasonably
possible cannot be estimated.
- 33 -
<PAGE>
In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan". This standard amends Statement
No. 5 to clarify that a creditor should evaluate the collectibility
of both contractual interest and contractual principal on all loans
when assessing the need for a loss accrual. In October 1994, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 118 "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosure", which
amends Statement No. 114 to allow a creditor to use existing
methods for recognizing interest income on impaired loans. The
statements are effective for the fiscal year beginning October 1,
1995 and the adoption of these statements did not have a material
effect on the Bancorp's financial statements.
A loan is defined as impaired under SFAS No. 114 when it is
probable that a creditor will be unable to collect all amounts due
according to contractual terms of the loan agreement. In applying
the provisions of SFAS No. 114, the Bancorp considers its
investment in one-to-four family residential loans and consumer
loans to be homogeneous and therefore excluded from separate
identification for evaluation of impairment. With respect to the
Bancorp's investment in impaired multi-family and non-residential
real estate loans, such loans are collateral dependent and as a
result are carried as a practical expedient at the lower of cost or
fair value.
It is the Bancorp's policy to consider collateral dependent loans
which are more than ninety days delinquent to constitute more than
a minimum delay in repayment and therefore are evaluated for
impairment under SFAS No. 114 at that time. Interest on impaired
loans is reported on the cash basis. Impaired loans would be
charged off in the same manner as all loans subject to charge off.
At September 30, 1998 and 1997, the Bancorp had no loans that would
be defined as impaired under SFAS No. 114.
Foreclosed real estate
Real estate properties acquired through, or in lieu of, loan
foreclosures are initially recorded at lower of cost or fair value
less estimated costs to sell at the date of foreclosure. Subsequent
declines in value are charged to operations. The Bancorp had no
real estate acquired by foreclosure at September 30, 1998 and 1997.
Property and equipment
Property and equipment are carried at cost, less accumulated
depreciation and amortization computed by straight-line and
accelerated methods over the estimated useful lives of the
respective assets.
- 34 -
<PAGE>
Income taxes
Deferred tax assets and liabilities represent the tax effects of
the temporary differences in the basis of certain assets and
liabilities for tax and financial statement purposes, calculated at
currently effective tax rates of future deductible or taxable
amounts attributable to events that have been recognized on a
cumulative basis in the financial statements.
The Bancorp's principal temporary differences between pretax
financial income and taxable income result from different methods
of accounting for deferred loan origination fees and costs, Federal
Home Loan Bank stock dividends, the accretion of unearned discounts
arising from loans sold in a reciprocal loan sale transaction, the
general loan loss allowance and the post-1987 percentage of
earnings bad debt deduction. For certain assets acquired after
December 31, 1980, a temporary difference is also recognized for
depreciation utilizing accelerated methods for Federal income tax
purposes.
Off balance sheet instruments
In the ordinary course of business, the Bancorp has entered into
off-balance sheet financial instruments consisting of commitments
to extend credit and commitments under line of credit loans. Such
financial instruments are recorded in the financial statements when
they are funded or related fees are incurred or received.
Stock-based compensation
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation". This statement establishes accounting
and reporting standards for stock-based employee compensation plans
including stock options. The statement defines a "fair value based
method" for employee stock options and encourages all entities to
adopt that method for such options. However, it allows an entity to
continue to measure compensation cost for those plans using the
"intrinsic value based method" of accounting prescribed by APB
Opinion No. 25. Entities electing to remain with the accounting in
Opinion 25 must make pro forma disclosures of net income and
earnings per share, as if the fair value method of accounting
defined in this statement had been applied. The Bancorp has elected
to remain with the accounting requirements of APB Opinion No. 25.
- 35 -
<PAGE>
Recent accounting pronouncements
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share"
which will replace the current presentation of "primary" and "fully
diluted" earnings per share with newly defined "basic" and
"diluted" earnings per share. "Basic" earnings per share will not
include dilutive effect on earnings. "Diluted" earnings per share
will reflect the potential dilution of securities that could share
in an enterprises earnings. The statement will require dual
presentation of basic and diluted earnings per share on the income
statement for all entities having complex capital structures. It is
effective for all financial statements issued for periods ending
after December 31, 1997. This standard was adopted for the year
ended September 30, 1998.
In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income" which establishes standards for reporting and
display of comprehensive income and its components (revenues,
expenses, gains and losses) in financial statements. This statement
requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements. This statement requires
that (a) items of other comprehensive income be classified by their
nature in a financial statement and (b) the accumulated balance of
other comprehensive income be displayed separately from retained
earnings and additional paid-in capital in the equity section of
the statement of financial position. SFAS No. 130 is effective for
fiscal years beginning after December 15, 1997. Management is
currently assessing the impact that adoption will have on the
Bancorp's financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information." SFAS No. 131
significantly changes the way that public business enterprises
report information about operating segments in annual financial
statements and requires that those enterprises report selected
information about reportable segments in interim financial reports
issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. SFAS No. 131 uses a "management approach" to disclose
financial and descriptive information about an enterprise's
reportable operating segments which is based on reporting
information the way that management organizes the segments within
the enterprise for making operating decisions and assessing
performance. For many enterprises, the management approach will
likely result in more segments being reported. SFAS No. 131 is
effective for financial statements for periods beginning after
December 15, 1997. Management is currently assessing the impact
that adoption will have on the Bancorp's financial statements.
Earnings per share
Weighted average shares for September 30, 1998, 1997 and 1996 have
been restated for the adoption of SFAS No. 128 "Earnings Per
Share". Earnings per common share have been computed on the basis
of the weighted average number of common shares outstanding, and,
when applicable, those stock options that are dilutive.
- 36 -
<PAGE>
2. Investments and Mortgage-Backed Securities:
The amortized cost, gross unrealized gains, gross unrealized losses, and
approximate market values of investment securities held to maturity at
September 30, are summarized as follows:
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government
agency obligations $ 1,499 3 - 1,502
======= ===== ===== =====
<CAPTION>
1997
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government
agency obligations $ 1,997 - 6 1,991
======= ===== ===== =====
</TABLE>
At each of the dates presented, all investment securities held to
maturity are due within one to five years.
<PAGE>
The amortized costs, gross unrealized gains, gross unrealized losses,
and market value of investment securities available for sale at
September 30, are summarized as follows:
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government
agency obligations $ 500 2 - 502
======= ===== ===== =====
<CAPTION>
1997
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government
agency obligations $ 499 - 4 495
======= ===== ===== =====
</TABLE>
- 37 -
<PAGE>
At each of the dates presented, all investment securities available for
sale are due within one to five years.
The amortized cost, gross unrealized gains, gross unrealized losses, and
market value of mortgage-backed securities held to maturity at September
30, are summarized as follows:
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Government National
Mortgage Association $ 181 10 - 191
===== === ==== ===
<CAPTION>
1997
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Government National
Mortgage Association $ 223 11 - 234
===== === ==== ===
</TABLE>
The amortized cost, gross unrealized gains, gross unrealized losses, and
market value of mortgage backed securities available for sale at
September 30, are summarized as follows:
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Federal Home Loan
Mortgage Corporation $ 426 - - 426
Federal National
Mortgage Association 221 4 - 225
Government National
Mortgage Association 3,300 23 2 3,321
------- --- --- -----
$ 3,947 27 2 3,972
======= === === =====
</TABLE>
- 38 -
<PAGE>
<TABLE>
<CAPTION>
1997
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Federal Home Loan
Mortgage Corporation $ 1,283 - 7 1,276
Federal National
Mortgage Association 413 11 - 424
Government National
Mortgage Association 1,791 46 - 1,837
------- --- --- -----
$ 3,487 57 7 3,537
======= === === =====
</TABLE>
The amortized cost and market value of all mortgage-backed securities at
September 30, by contractual terms to maturity is shown below. Expected
maturities will differ from contractual maturities because borrowers may
generally prepay obligations without prepayment penalties.
<TABLE>
<CAPTION>
1998 1997
--------------------- --------------------
Amortized Market Amortized Market
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C>
Due in one to five years ....... $ -- -- 247 247
Due in ten to twenty years ..... 181 191 223 234
Due after twenty years ......... 3,947 3,972 3,240 3,290
------ ----- ----- -----
$4,128 4,163 3,710 3,771
====== ===== ===== =====
</TABLE>
Proceeds and resulting gains and loses realized from sale of investments
and mortgage-backed securities from the year ended September 30, 1998
and 1997 were as follows:
<TABLE>
<CAPTION>
1998
------------------------------------------------------------------------
Net
Gross Gross Gross Realized
Proceeds Gains Losses Gain/(Loss)
-------- ----- ------ -----------
<S> <C> <C> <C> <C>
Mortgage-backed
securities $ 716 - - -
===== ==== ==== ====
</TABLE>
- 39 -
<TABLE>
<CAPTION>
1997
------------------------------------------------------------------------
Net
Gross Gross Gross Realized
Proceeds Gains Losses Gain/(Loss)
-------- ----- ------ -----------
<S> <C> <C> <C> <C>
Mortgage-backed
securities $ 3,467 17 - 17
======= ==== ==== ====
</TABLE>
3. Loans Receivable:
The composition of the loan portfolio at September 30 is as follows:
<TABLE>
<CAPTION>
1998 1997
-------- ------
<S> <C> <C>
One-to-four family residential real estate ......... $ 34,613 35,290
Multi-family residential real estate .............. 1,302 558
Construction ....................................... 1,403 534
Nonresidential real estate ......................... 221 336
Home equity line of credit ......................... 1,275 1,226
Commercial ......................................... 352 2
Consumer and other ................................. 90 24
39,256 37,970
Add/(less):
Undisbursed portion of loans-in-process .......... (838) (212)
Deferred loan origination costs .................. 77 82
Allowance for loan losses ........................ (95) (95)
-------- ------
$ 38,400 37,745
======== ======
</TABLE>
The Bancorp's lending efforts have historically focused on one-to-four
family and multi-family residential real estate loans, which comprise
approximately $35.0 million, or 89% of the total loan portfolio at
September 30, 1998 and $35.5 million, or 94% of the total loan portfolio
at September 30, 1997. Generally, such loans have been underwritten on
the basis of no more than an 80% loan-to-value ratio, which has
historically provided the Bancorp with adequate collateral coverage in
the event of default. Any loan with loan to value exceeding 80% requires
PMI insurance. Nevertheless, the Bancorp, as with any lending
institution, is subject to the risk that residential real estate values
could deteriorate in its primary lending area of southwestern Ohio,
thereby impairing collateral values. However, management is of the
belief that real estate values in the Bancorp's primary lending area are
presently stable.
- 40 -
<PAGE>
As discussed previously, the Bancorp has sold certain whole loans and
participating interests in the loans in the secondary market, retaining
servicing on the loans sold. Loans sold and serviced for others totaled
approximately $12.6 million, $16.1 million, and $18.2 million at
September 30, 1998, 1997 and 1996. All of the loans held for sale at
September 30, 1998 and 1997 will be sold with the servicing not retained
by the Bancorp.
The activity in the allowance for loan losses at September 30 is as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Beginning balance $ 95 95 81
Charge-offs - - -
Provision for loan losses - - 14
---- -- --
Ending balance $ 95 95 95
==== == ==
</TABLE>
At September 30, 1998, the Bancorp's allowance for loan losses was
comprised solely of a general loan loss allowance, which is includible
as a component of regulatory risk-based capital.
The balance of loans not accruing interest at September 30, 1997 was
$186,721. The Bancorp had no non-accrual loans at September 30, 1998 and
1996.
4. Property and Equipment:
Property and equipment consist of the following at September 30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Land and improvements $ 148 148
Building and improvements 325 325
Furniture and equipment 227 190
----- ---
700 663
Less accumulated depreciation
and amortization 346 314
----- ---
$ 354 349
===== ===
</TABLE>
- 41 -
<PAGE>
5. Deposits:
Deposits on account bearing interest and certificates by original
maturity are summarized as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------- ------------------------
Weighted Percent Weighted Percent
Average of Average of
Rate Amount Deposits Rate Amount Deposits
---- ------ -------- ---- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Passbook savings 3.09% $ 1,521 3.68% 2.94% $ 1,446 3.53%
Statement savings 4.48 3,377 8.16 4.52 2,578 6.29
Demand deposits 3.70 2,120 5.12 3.65 1,518 3.70
Money market deposits 3.66 2,042 4.93 3.66 2,378 5.80
9,060 21.89 7,920 19.32
Certificates
3 month 5.04 1,203 2.91 5.24 1,015 2.48
6 month 5.15 2,889 6.98 5.51 2,751 6.71
11 month 5.43 3,677 8.89 5.65 2,582 6.30
12 month 5.39 3,020 7.30 5.74 4,753 11.59
18 month 5.78 1,358 3.28 5.80 1,436 3.50
18 month IRA 5.89 102 0.25 5.89 102 0.25
22 month 5.90 5,100 12.32 5.97 5,367 13.09
24 month 5.93 3,205 7.74 5.85 3,685 8.99
30 month 5.86 739 1.79 5.96 742 1.81
36 month 5.91 3,443 8.32 6.50 3,179 7.75
60 month 6.62 7,587 18.33 6.55 7,464 18.21
-------- ------ -------- ------
32,323 78.11 33,076 80.68
-------- ------ -------- ------
$ 41,383 100.00% $ 40,996 100.00%
======== ====== ======== ======
</TABLE>
- 42 -
<PAGE>
Interest expense on deposits at September 30 is summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Passbook ................................... $ 46 43 45
Certificates of deposit .................... 1,950 1,970 2,179
NOW, money market deposit
accounts and statement savings .......... 279 278 238
------ ------ ------
$2,275 2,291 2,462
====== ====== ======
</TABLE>
Maturities of outstanding certificates of deposit at September 30 are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Less than one year ................. $ 18,921 19,175
One year to three years ............ 10,203 12,059
More than three years .............. 3,199 1,842
-------- ------
$ 32,323 33,076
======== ======
</TABLE>
The aggregate amount of certificates of deposit in denominations of
$100,000 or more was $4.3 million and $3.7 million at September 30, 1998
and 1997 respectively. Deposit accounts exceeding $100,000 are not
federally insured.
6. Financial Instruments:
The following fair value disclosures are made in accordance with the
requirements of SFAS No. 107, "Disclosure about Fair Value of Financial
Instruments." SFAS No. 107 requires the disclosure of fair value
information about both on-and-off-balance sheet financial instruments
where it is practical to estimate that value. In cases where quoted
market prices were not available, fair values were based on estimates
using present value of other valuation methods, as described below. The
use of different assumptions (e.g., discount rates and cash flow
estimates) and estimation methods could have a significant effect on
fair value amounts. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Bancorp could realize in a
current market exchange. Because SFAS No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure
requirements, any aggregation of the fair value amounts presented would
not represent the underlying value of the Bancorp.
- 43 -
<PAGE>
The following methods and assumptions were used in estimating the fair
values of financial instruments, cash, interest bearing deposits and
investment in FHLB stock. The carrying value of cash and interest
bearing deposits approximates those assets' fair value.
Investments and mortgage-backed securities
For investment securities (debt instruments) and mortgage-backed
securities, fair values are based on quoted market prices, where
available. If a quoted market price is not available, fair value is
estimated using quoted market prices of comparable instruments.
Loans receivable
The fair value of the loan portfolio is estimated by evaluating
homogeneous categories of loans with similar financial characteristics.
Loans are segregated by types, such as residential mortgage, commercial
real estate, and consumer. Each loan category is further segmented into
fixed and adjustable rate interest, terms, and by performing and
nonperforming categories.
The fair value of performing loans, except residential mortgage loans,
is calculated by discounting contractual cash flows using estimated
market discount rates which reflect the credit and interest rate risk
inherent in the loan. For performing residential mortgage loans, fair
value is estimated by discounting contractual cash flows adjusted for
prepayment estimates using discount rates based on secondary market
sources. The fair value for significant nonperforming loans is based on
recent internal or external appraisals. Assumptions regarding credit
risk, cash flow, and discount rates are judgmentally determined by using
available market information.
Savings accounts
The fair values of passbook accounts, NOW accounts, and money market
savings and demand deposits approximates their carrying values. The fair
value of fixed maturity certificates of deposit is estimated using a
discounted cash flow calculation that applies interest rates currently
offered for deposits of similar remaining maturities.
Commitments to extend credit
The fair value of commitments to extend credit approximates the
contractual amount due to the comparability of current levels of
interest rates and the committed rates.
Fair values for off-balance-sheet lending commitments are based on fees
currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the counterparties' credit
standings.
- 44 -
<PAGE>
The estimated fair values of the Bancorp's financial instruments at
September 30, 1998, are as follows:
<TABLE>
<CAPTION>
September 30, 1998
------------------------------------
Carrying Fair
Amounts Value
------- -----
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits $ 3,119 3,119
Investment securities available
for sale 502 502
Investment securities held to
maturity 1,499 1,502
Loans receivable 38,400 39,116
Mortgage-backed securities
available for sale 3,972 3,972
Mortgage-backed securities held
to maturity 181 191
Investment in FHLB stock 495 495
Financial liabilities:
Savings accounts 41,383 41,999
Federal Home Loan Bank advances 2,429 2,433
<CAPTION>
Contractual Fair
Amount Value
------ -----
<S> <C> <C>
Unrecognized financial instruments:
Commitments to extend credit 1,877 1,877
</TABLE>
- 45 -
<PAGE>
The estimated fair values of the Bancorp's financial instruments at
September 30, 1997, are as follows:
<TABLE>
<CAPTION>
September 30, 1997
------------------------------------
Carrying Fair
Amounts Value
------- -----
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits $ 1,382 1,382
Certificates of deposit 380 380
Investment securities available
for sale 495 495
Investment securities held to
maturity 1,997 1,991
Loans receivable 37,745 38,299
Mortgage-backed securities
available for sale 3,537 3,537
Mortgage-backed securities held
to maturity 223 234
Investment in FHLB stock 461 461
Financial liabilities:
Savings accounts 40,996 41,238
Federal Home Loan Bank advances 1,049 1,037
<CAPTION>
Contractual Fair
Amount Value
------ -----
<S> <C> <C>
Unrecognized financial instruments:
Commitments to extend credit 1,148 1,148
</TABLE>
7. Advances From the Federal Home Loan Bank:
Pursuant to a collateral agreement with the FHLB advances are secured by
all stock owned in the FHLB and qualifying first mortgage loans totaling
150% of the advanced balance.
Advances consist of the following at September 30, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Short term (advances at variable rates -
5.90% at September 30, 1997) ........................ $ -- 500
Long term note (interest at 5.65%) ................... 134 155
Long term note (interest at 5.45%) ................... 320 394
Long term note (interest at 6.00%) ................... 475 --
Long term note (interest at 5.22%) ................... 1,500 --
------ ------
$2,429 1,049
====== ======
</TABLE>
- 46 -
<PAGE>
Maturities on these advances at September 30, 1998, are as follows:
Amount
------
1999 $ 126
2000 122
2001 119
2002 116
2003 115
Subsequent years 1,831
-------
$ 2,429
=======
8. Benefit Plans:
401(k) profit sharing plan
The Bancorp maintains a 401(k) profit sharing plan that covers all
employees who have attained the age of 20 1/2 and have completed six
months of service. Employer contributions are made at the discretion of
the Board of Directors. The Bancorp's contribution to such plan totaled
approximately $11, $8 and $12 for the years ended September 30, 1998,
1997 and 1996 respectively.
1992 Management Recognition Plan
In conjunction with the initial public offering, the Bancorp adopted a
Management Recognition Plan (MRP). The MRP purchased 2,070 shares of the
common stock issued in the offering which were converted to 4,027 shares
in the second step conversion. Common stock granted under the MRP will
vest ratably over a five-year period, commencing on the date of grant.
Total shares granted under the plan total 823, 859 and 968 shares as of
September 30, 1998, 1997 and 1996, respectively. The Bancorp recognized
$1 of amortization expense in each of 1998, 1997 and 1996.
1996 Management Recognition Plan
On January 30, 1997, the shareholders approved a new Management
Recognition Plan. Under the provisions of the Plan, 6,306 shares shall
be purchased and made available for distribution to employees and
non-employee directors at the discretion of a Board appointed committee.
Plan share awards are earned by a recipient over a 5 - year period. At
September 30, 1998 and 1997, there were no shares purchased or awarded
under the plan.
- 47 -
<PAGE>
1992 Directors' Stock Option Plan
The Bancorp has a Stock Option Plan that provides for the issuance of
2,070 shares of authorized, but unissued shares. Shares exercised under
option totaled 1,656 leaving 414 unexercised shares under option at an
exercise price of $10. The unexercised shares were converted to 805
unexercised shares in the second step conversion at an exercise price of
$5.14.
1996 Stock Option Plan
On January 30, 1997, the stockholders approved the 1996 Stock Option
Plan. Under the provisions of the Plan, 15,765 shares have been
allocated for non-qualified and incentive stock options to be granted to
directors and selected employees. Grantees are awarded 10-year options
to acquire shares at the market price on the date the option is granted
in five equal annual installments commencing one year after the date of
the grant.
Set forth below is activity under the plan.
<TABLE>
<CAPTION>
1996 9/30/98
Options Options Options Options Option Price
Date of Grant Granted Exercised Forfeited Outstanding Per Share
------------- ------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
January 30, 1997 4,728 - - 4,728 $ 10.50
====== ======== ======= ===== =======
Exercisable in
fiscal year 1999 1,891 $ 10.50
===== =======
Shares available for
future grants at
September 30, 1998 11,037
======
</TABLE>
The Bancorp applies Accounting Principles Board (APB) Opinion 25,
"Accounting for Stock Issued to Employees", and related Interpretations
in accounting for its option plans. Accordingly, no compensation cost
has been recognized. Had compensation cost for the Bancorp's stock-based
compensation plans been determined based on the fair value at the grant
dates for awards under those plans consistent with the method of FASB
Statements 123, "Accounting for Stock-Based Compensation," the effect on
net income and earnings per share would have been immaterial to the
financial statements.
- 48 -
<PAGE>
Employee Stock Ownership Plan
Concurrent with the conversion from the mutual holding company form to
the stock holding company form or organization, on June 29, 1996,
Kenwood Savings Bank established an Employee Stock Ownership Plan (ESOP)
which provides retirement benefits for substantially all employees who
have completed one year of service and have attained age 21. The ESOP
initially acquired 12,612 shares of common stock in the conversion
offering. The funds used by the ESOP to purchase the stock were provided
by a loan from the Bancorp that will be repaid by contributions to the
ESOP by the company in the future. Management intends to allocate these
shares to eligible employees' accounts over a ten-year period. Expense
for shares committed to be allocated was $12 and $11 at September 30,
1998 and 1997. Shares committed to be allocated as of September 30, 1998
totaled 2,838, resulting in 9,774 unallocated shares.
9. Federal Income Taxes:
The provision for federal income taxes (benefits) differs from the
amounts computed at the statutory corporate tax rate as follows at
September 30:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Federal income taxes (benefit) at
the statutory rate ........................... $162 79 (52)
Other, primarily surtax exemption .............. 1 (17) 4
Effect of change in estimated tax rate
for deferred taxes ........................... 25 -- --
---- ---- ----
Federal income tax provision (benefit) per
financial statements ......................... $188 62 (48)
==== ==== ====
Effective tax rate ............................. 39.4% 26.6% 31.6%
==== ==== ====
</TABLE>
- 49 -
<PAGE>
Deferred federal income tax expense results from temporary differences
in the recognition of revenue and expense for tax reporting and
financial reporting purposes. A reconciliation of the sources of the
Bancorp's temporary differences at the statutory corporate tax rate to
the amount of deferred tax expense is as follows at September 30:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Effect of temporary differences at statutory corporate tax rate:
Loan origination fees deferred for financial
reporting but recognized currently for
tax purposes ................................................. $ (2) (1) 11
Federal Home Loan Bank stock dividends ......................... 12 8 8
Unearned discount on loans purchased in
reciprocal sale transaction .................................. (2) (4) (2)
SAIF assessment not deductible until paid ...................... -- 80 (80)
Effect of change in estimated tax rate
for deferred taxes ........................................... 25 -- --
Other .......................................................... 4 (7) (4)
---- ---- ----
Deferred federal income tax expense (benefit)
per financial statements ..................................... $ 37 76 (67)
==== ==== ====
</TABLE>
The composition of the Bancorp's net deferred tax liability at September
30 is as follows:
<TABLE>
<CAPTION>
1998 1997
----- -----
<S> <C> <C>
Taxes (payable) refundable on temporary
differences at statutory rate:
Deferred loan origination fees (costs) ............... $ 26 23
Federal Home Loan Bank stock dividends ............... 88 62
Unearned discount on loans purchased in
reciprocal sale transaction ....................... 20 17
Unrealized gain on investments available
for sale .......................................... 8 14
Book/tax depreciation ................................ 14 9
Reserve for uncollectible interest ................... -- (2)
General loan loss allowance .......................... (32) (26)
Percentage of earnings bad debt deduction ............ 27 22
----- -----
Net deferred tax liability ........................... $ 151 119
===== =====
</TABLE>
- 50 -
<PAGE>
The Bancorp has qualified under provisions of the Internal Revenue Code
which permit the Savings Bank to deduct from taxable income and
allowance for bad debts based on a percentage of taxable income before
such deduction. The Tax Reform Act of 1969 gradually reduced this
reduction to 40% for years beginning in 1979. The Tax Reform Act of 1986
reduced this deduction to 8% beginning in 1988 and starting in 1997, the
percentage of taxable income method is no longer allowed.
Retained earnings at September 30, 1998 included earnings of
approximately $250 representing such bad debt deductions for which no
provision for federal income taxes has been made. In the future, if the
Bancorp does not meet the federal income tax requirements necessary to
permit it to deduct an allowance for bad debts, the Bancorp will be
subject to federal income tax at the then current corporate rate.
Management does not contemplate any action which would cause such
pre-1988 cumulative bad debt deduction to be subject to federal income
taxes, although it is possible that changes in legislation could, at a
future date require recapture of all or part of this bad debt deduction.
For taxable years beginning after December 31, 1995, all savings banks
and thrifts are required to account for tax reserves for bad debts in
the same manner as banks. Such entities with assets less than $500
million are required to maintain a moving average experience based
reserve and no longer will be able to calculate a reserve based on a
percentage of taxable income.
Tax reserves accumulated after 1987 are automatically subject to
recapture. The recapture will be done in equal amounts over six years
beginning in 1997 and can be deferred up to two years, depending on the
level of loans originated.
As a result of the tax law change, the Bancorp is expected to ultimately
recapture approximately $80 of tax reserves accumulated after 1987,
resulting in additional tax payments of $22. The recapture of these
reserves will not result in any significant income statement effect to
the Bancorp. Pre-1988 tax reserves will not have to be recaptured unless
the thrift or successor institution liquidates, redeems shares or pays a
dividend in excess of earnings and profits.
- 51 -
<PAGE>
10. Earnings Per Share:
Earnings per share for the years ended September 30, 1998, 1997 and 1996
is calculated as follows:
<TABLE>
<CAPTION>
For the Year Ended September 30, 1998
---------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic EPS
Income available to common stockholders $ 289 281,591 $ 1.02
======
Effect of Dilutive Securities:
Stock options
1992 Plan - 492
1996 Plan - 970
------ -------
Diluted EPS
Income available to common stockholders
+ assumed conversions $ 289 283,053 $ 1.02
====== ======= ======
<CAPTION>
For the Year Ended September 30, 1997
---------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic EPS
Income available to common stockholders $ 171 280,348 $ 0.61
======
Effect of Dilutive Securities:
Stock options
1992 Plan - 429
------ -------
Diluted EPS
Income available to common stockholders
+ assumed conversions $ 171 280,777 $ 0.61
====== ======= ======
<CAPTION>
For the Year Ended September 30, 1996
---------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Basic EPS
Income available to common stockholders $ (104) 282,092 $ (0.37)
=======
Effect of Dilutive Securities:
Stock options
1992 Plan - 429
------- ------- -------
Diluted EPS
Income available to common stockholders
+ assumed conversions $ (104) 282,521 $ (0.37)
======= ======= =======
</TABLE>
- 52 -
<PAGE>
11. Commitments:
The Bancorp is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs of
their customers including commitments to extend credit. Such commitments
involve, to varying degrees, elements of credit and interest-rate risk
in excess of the amount recognized in the statement of financial
condition. The contract or notional amounts of the commitments reflect
the extent of the Bancorp's involvement in such financial instruments.
The Bancorp's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit is represented by the contractual notional amount of those
instruments. The Bancorp uses the same credit policies in making
commitments and conditional obligations as those utilized for
on-balance-sheet instruments.
The following schedule lists commitments and off-balance-sheet items at
September 30, 1998 and 1997.
<TABLE>
<CAPTION>
Unused
Loan Home Equity
Commitments Line of Credit
----------- --------------
<S> <C> <C>
September 30, 1998 $ 715 1,162
September 30, 1997 156 992
</TABLE>
In the opinion of management, the loan commitments equaled or exceeded
prevalent market interest rates as of September 30, 1998, and all
commitments will be funded via cash flow from operations and existing
excess liquidity. Of the total loan commitments at September 30, 1998,
$220 was fixed rate residential loans that were designated for sale.
Management expects no losses as a result of these transactions.
The Bancorp leases office space for its loan origination office under a
two-year lease expiring in February 2000, with monthly lease expense of
$2. Rent expense for the year ended September 30, 1998 and 1997 totaled
$18 and $16. Future minimum lease commitments are $19 and $8 for the
years ended September 30, 1999 and 2000.
At September 30, 1998, the Bancorp had a contract to purchase a building
for $329 to be used as a branch location. A deposit of $13 had been paid
prior to the fiscal year end.
12. Capital Requirements:
The Savings Bank is subject to minimum regulatory capital requirements
promulgated by the OTS. The minimum capital standards generally require
the maintenance of regulatory capital sufficient to meet two tests,
hereinafter described as the core capital requirement and the risk-based
capital requirement.
- 53 -
<PAGE>
In general, the capital standards established for savings institutions
must be no less stringent than capital standards established to national
banks set by the Office of the Comptroller of the Currency. At September
30, 1998, the core capital requirement provides for minimum core capital
(tangible capital plus certain forms of supervisory goodwill and other
qualifying intangible assets) equal to 4.0% of adjusted total assets.
The risk-based capital requirement at September 30, 1998 provides for
the maintenance of core capital plus general loss allowances equal to
8.0% of risk-weighted assets. In computing risk-weighted assets, the
Savings Bank multiplies the value of each asset on its statement of
financial condition by a defined risk-weighting factor, e.g.,
one-to-four family residential loans carry a risk-weighted factor of
50%.
As of September 30, 1998 and 1997, the Savings Bank's regulatory capital
exceeded all minimum capital requirements as shows in the following
table:
<TABLE>
<CAPTION>
1998
---------------------------------------------
Regulatory Capital
Core Risk-based
Capital Percent Capital Percent
------- ------- ------- -------
<S> <C> <C> <C> <C>
Capital under generally
accepted accounting
principles $ 4,322 - 4,322 -
Unrealized gain on
available for sale
securities (19) - (19) -
General valuation
allowances - - 95 -
------- --- ----- ----
Regulatory capital
computed 4,303 8.7 4,398 19.2
Minimum capital
requirements 1,969 4.0 1,832 8.0
------- --- ----- ----
Regulatory capital-
excess $ 2,334 4.7 2,566 11.2
======= === ===== ====
</TABLE>
- 54 -
<PAGE>
<TABLE>
<CAPTION>
1997
-------------------------------------------------------------------------
Regulatory Capital
Tangible Core Risk-based
Capital Percent Capital Percent Capital Percent
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Capital under generally
accepted accounting
principles $ 4,217 - 4,217 - 4,217 -
Unrealized gain on
available for sale
securities (32) - (32) - (32) -
General valuation
allowances - - - - 95 -
------- --- ----- --- ----- ----
Regulatory capital
computed 4,185 8.9 4,185 8.9 4,280 19.7
Minimum capital
requirements 704 1.5 1,408 3.0 1,742 8.0
------- --- ----- --- ----- ----
Regulatory capital-
excess $ 3,481 7.4 2,777 5.9 2,538 11.7
======= === ===== === ===== ====
</TABLE>
13. Reorganization and Change of Corporate Form:
On June 28, 1996, Kenwood Savings Bank, and Ohio-chartered stock savings
and loan association ("Kenwood" or the "Savings Bank") completed its
reorganization from the mutual holding company form of organization to
the stock holding company form of organization. Pursuant to the terms of
a Plan of Conversion and Agreement and Plan of Reorganization adopted by
Kenwood and Kenwood Federal Mutual Holding company, a federally
chartered mutual holding company (the "Mutual Holding Company"), (i)
Kenwood incorporated Kenwood Bancorp, Inc. (the "Bancorp") as a wholly
owned subsidiary of Kenwood, (ii) the Mutual Holding Company converted
to an interim federal stock savings institution and simultaneously
merged with and into Kenwood, pursuant to which the Mutual Holding
Company ceased to exist and 81,000 or 53.4% of the shares of common
stock of Kenwood held by the Mutual Holding Company were cancelled and
(iii) an interim institution ("Interim") formed as a wholly owned
subsidiary of the Bancorp, merged with and into Kenwood. As a result of
the merger of the Interim with and into Kenwood, Kenwood became a wholly
owned subsidiary of the Bancorp and the outstanding shares of common
stock of Kenwood which amounted to 70,756 shares or 46.6% (other than
those held by the Mutual Holding Company) were converted pursuant to a
specified exchange ratio into shares of common stock of the Bancorp
(collectively, the "Conversion and Reorganization"). In connection with
the foregoing, Kenwood amended its articles of incorporation to change
its corporate title from "Kenwood Savings and Loan Association" to
"Kenwood Savings Bank" and the Bancorp also offered and sold additional
shares of its common stock to certain depositors and employee benefit
plans of Kenwood (the "Offering").
- 55 -
<PAGE>
In November 1992, The Kenwood Savings and Loan Association (Kenwood)
completed its reorganization pursuant to its plan of reorganization (the
Plan) into a federally-chartered mutual holding company. The Plan was
approved by the Board of Directors, Kenwood's members, the Office of
Thrift Supervision, and the Federal Deposit Insurance Corporation prior
to its implementation.
In accordance with the Reorganization, Kenwood organized Kenwood Savings
and Loan Association (the Association), a state-chartered, stock savings
and loan association, and transferred all but $100 of its assets and all
of its liabilities to the Association in exchange for 81,000 shares of
common stock, $.10 par value per share, and reorganized from a
state-chartered mutual savings and loan association to a
federally-chartered mutual holding company known as Kenwood Federal
Mutual Holding Company (the Company).
Concurrent with the Reorganization, the Association issued an additional
69,000 shares of its common stock to members of the public at $10 per
share.
The rights of the Savings Banks depositors in liquidation in the
conversion to stock form are maintained by the Savings Bank in an amount
equal to the retained earnings of the Savings Bank reflected in the
statement of financial condition used in the conversion offering
circular. The liquidation account will be maintained for the benefit of
eligible savings account holders who maintained deposit accounts in the
Savings Bank after conversion.
14. Summarized Financial Information of the Parent Company:
The following condensed financial statements summarize the financial
position of Kenwood Bancorp, Inc. as of September 30, 1998 and 1997, and
the results of its operations for the year ended September 30, 1998 and
1997.
<TABLE>
KENWOOD BANCORP, INC.
Statements of Financial Condition
<CAPTION>
1998 1997
------- -----
<S> <C> <C>
Assets:
Cash ........................................ $ 219 131
Investment in Kenwood Savings Bank .......... 926 926
Prepaid federal income taxes ................ 23 10
------- -----
$ 1,168 1,067
======= =====
Stockholders' equity:
Common stock ................................ $ 3 3
Additional paid in capital .................. 1,304 1,304
Retained earnings ........................... (33) (125)
Less unearned ESOP shares ................... (106) (115)
------- -----
$ 1,168 1,067
======= =====
</TABLE>
- 56 -
<PAGE>
<TABLE>
Statements of Operations
<CAPTION>
Year Ended September 30,
-------------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Interest income .................................. $ 12 20 2
Dividend income - Kenwood Savings Bank ........... 200 -- --
Director's fees .................................. (14) (13) (3)
Franchise taxes .................................. (8) (5) --
Other expenses ................................... (30) (32) --
----- ----- -----
Net (income) loss before tax benefit ..... 160 (30) (1)
Federal income tax benefit ....................... (14) (10) --
----- ----- -----
Net (income) loss ........................ $ 174 (20) (1)
===== ===== =====
</TABLE>
15. SAIF Special Assessment:
The deposits of the Savings Bank are presently insured by the SAIF,
which together with the BIF, are the two insurance funds administered by
the FDIC. On November 8, 1995, the FDIC revised the premium schedule for
BIF-insured banks to provide a range of .00% to .31% of deposits (as
compared to the range of .23% to 31.% of deposits for SAIF-insured
institutions) due to the BIF achieving its statutory reserve ratio. As a
result, BIF members generally would pay substantially lower premiums
than SAIF members. It was previously anticipated that the SAIF would not
be adequately recaptialized until 2002, absent a substantial increase in
premium rates or the imposition of special assessments or other
significant developments.
Legislation was enacted to recapitalize the Savings Association
Insurance Fund (SAIF). All SAIF members were required to pay a one-time
assessment of 65.7 cents per $100 in deposits held on March 31, 1995.
The Savings Bank's special assessment was approximately $289. The
assessment was charged against earnings during the 1996 fiscal year and
was carried as a payable until actually paid during the first quarter of
the 1997 fiscal year. Beginning January 1, 1997, SAIF members are
assessed a premium of 6.4 cents per $100 of deposits to cover the FICO
obligation plus a regular insurance premium. Other provisions of the
appropriations package require the Treasury Department to provide
Congress, by March 31, 1997, with a report on merging of the bank and
thrift charters and merging the SAIF and Bank Insurance Fund (BIF) by
January 1, 1999, provided that the bank and thrift charters have been
merged by that date. It also required BIF and SAIF members to begin
sharing the FICO obligation on a pro-rata basis at the earlier of
January 1, 2000, or when the BIF and SAIF funds are merged.
- 57-
<PAGE>
STOCK INFORMATION
The reorganization of the Savings Bank into the mutual holding company
form of organization was completed effective November 13, 1992. In connection
with the reorganization, the Savings Bank issued 69,000 shares of common stock
to certain members of the general public at the initial price of $10.00 per
share and an additional 81,000 shares of common stock to Kenwood Federal Mutual
Holding Company. On June 28, 1996, the Savings Bank completed its reorganization
into the stock holding company form of organization. In connection therewith,
shares of common stock of the Savings Bank were converted into shares of common
stock of the Company, the Savings Bank's newly formed stock holding company,
pursuant to a specified exchange ratio. In addition, the Company also offered
and sold additional shares of common stock to certain depositors and employee
benefit plans of the Savings Bank.
At December 22, 1998, and as a result of the foregoing, the Company had
295,133 shares of common stock outstanding which were held by approximately 167
stockholders. There is no active and liquid public trading market for shares of
the Company's common stock.
During fiscal 1996, 1997 and 1998, the Boards of Directors of the
Savings Bank and the Company declared and paid cash dividends as follows:
<TABLE>
<CAPTION>
Amount Per
Declaration Date Share(2) Record Date Distribution Date
- ----------------------------------- ----------------- ------------------------- --------------------------
<S> <C> <C> <C>
October 5, 1995 .07 November 1, 1995 November 15, 1995
January 11, 1996(1) .07 February 1, 1996 February 15, 1996
April 11, 1996(1) .07 May 1, 1996 May 15, 1996
July 9, 1996 .07 August 1, 1996 August 15, 1996
October 10, 1996 .07 November 1, 1996 November 15, 1996
January 9, 1997 .07 February 3, 1997 February 17, 1997
April 10, 1997 .07 May 1, 1997 May 16, 1997
July 10, 1997 .07 August 1, 1997 August 15, 1997
October 8, 1997 .07 November 3, 1997 November 17, 1997
January 15, 1998 .07 February 2, 1998 February 17, 1998
April 2, 1998 .07 May 1, 1998 May 15, 1998
July 9, 1998 .07 August 3, 1998 August 17, 1998
</TABLE>
- --------------------
(1) Cash dividends were waived by Kenwood Federal Mutual Holding Company.
(2) Cash dividends declared per share prior to June 28, 1996, have been
adjusted to account for the exchange of one share of the Bank's common
stock for 1.9463 shares of the Company's common stock in the Conversion
and Reorganization.
-58-
Exhibit 23.0
Consent of Independent Auditors
We hereby consent to the incorporation by reference in Registration Statement
No. 333-25199 of Kenwood Bancorp Inc. on form S-8 of our report dated November
2, 1998, appearing in this Annual Report on Form 10K of Kenwood Bancorp Inc. for
the year ended September 30, 1998.
/s/CLARK, SCHAEFER, HACKETT & CO.
CLARK, SCHAEFER, HACKETT & CO.
Cincinnati, OH
December 29, 1998
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-1-1997
<PERIOD-END> SEP-30-1998
<CASH> 745
<INT-BEARING-DEPOSITS> 2,374
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,474
<INVESTMENTS-CARRYING> 1,680
<INVESTMENTS-MARKET> 1,693
<LOANS> 38,400
<ALLOWANCE> 95
<TOTAL-ASSETS> 48,871
<DEPOSITS> 41,383
<SHORT-TERM> 0
<LIABILITIES-OTHER> 495
<LONG-TERM> 2,429
0
0
<COMMON> 3
<OTHER-SE> 4,561
<TOTAL-LIABILITIES-AND-EQUITY> 48,871
<INTEREST-LOAN> 3,018
<INTEREST-INVEST> 394
<INTEREST-OTHER> 110
<INTEREST-TOTAL> 3,522
<INTEREST-DEPOSIT> 2,275
<INTEREST-EXPENSE> 2,388
<INTEREST-INCOME-NET> 1,134
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,241
<INCOME-PRETAX> 477
<INCOME-PRE-EXTRAORDINARY> 477
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 289
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
<YIELD-ACTUAL> 2.42
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 95
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 95
<ALLOWANCE-DOMESTIC> 95
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 95
</TABLE>
