<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended: MARCH 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ___________
Commission file number ______
HEMLOCK FEDERAL FINANCIAL CORP.
- - -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified In Its Charter)
DELAWARE 36-4126192
- - ----------------------------------- -----------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
5700 WEST 159TH STREET 60452
- - ---------------------------------- -----------------------------------
(Address of Principal Executive Offices) (Zip Code)
708-687-9400
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(Registrant's telephone number, including area code)
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 the number of shares outstanding of each the issuer's classes of common
stock, as of the latest practicable date:
Class Outstanding at April 30, 1997
- - -------------------------------- -----------------------------------
Common Stock, par value $.01 2,076,325 shares
-1-
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP.
AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Statements of Condition as of March 31, 1997
and December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Income for the three months
ended March 31, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Changes in Stockholders' Equity
for the three months ended March 31, 1997 and 1996 . . . . . . . . . . . . . . 6
Notes to the Condensed Consolidated Financial Statements as of
March 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of the Financial Condition
and Results of Operation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
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<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share data)
- - --------------------------------------------------------------------------------
<TABLE>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash on hand and due from banks $ 28,228 $ 17,410
Securities available-for-sale, at market value 42,648 42,619
Securities held-to-maturity (market value: 37,077 29,537
1997 - $37,282, 1996 - $29,954)
Loans, net of unearned discount and deferred loan fees 54,328 54,281
Less: Allowance for loan losses 745 745
--------- ---------
53,583 53,536
Property, plant and equipment, net 1,018 1,043
FHLB Stock, at cost 901 901
Accrued interest and other assets 1,038 1,359
--------- ---------
$164,493 $146,405
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $130,694 $131,243
FHLB advances 1,500 1,500
Advance payments by borrowers for taxes and insurance 408 681
Accrued interest and other liabilities 1,815 866
--------- ---------
Stockholders' equity
Common stock, $.01 par value; 3,100,000 shares
authorized; 2,076,325 shares issued 21 -
Surplus 19,986 -
Unearned ESOP, 166,106 shares (1,661) -
Retained earnings 11,149 11,508
Net unrealized gain on securities
available-for-sale, net of tax 581 607
--------- ---------
30,076 12,115
--------- ---------
$164,493 $ 146,405
--------- ---------
--------- ---------
</TABLE>
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-3-
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
Three months ended
March 31,
1997 1996
---- ----
INTEREST AND DIVIDEND INCOME
Loans $ 1,066 $ 945
Investment securities 1,218 1,373
Interest bearing deposits 280 210
------- -------
Total interest Income 2,564 2,528
------- -------
INTEREST EXPENSE
Deposits 1,416 1,373
FHLB advances 36 37
------- -------
Total Interest Expense 1,452 1,410
NET INTEREST INCOME 1,112 1,118
Provision for loan losses - -
------- -------
Net interest income after provision for loan losses 1,112 1,118
NON-INTEREST INCOME
Service fees 50 49
Other income 59 79
-------------------
Total Non-interest Income 109 128
NON-INTEREST EXPENSES
Salaries and employee benefits 390 429
Occupancy and equipment expense 156 160
Computer service fees 67 65
Foundation contribution 1,000 -
Other expenses 146 238
------- -------
Total Non-interest Expense 1,759 892
------- -------
Income before income taxes (538) 354
Provision for income taxes (179) 124
------- -------
NET INCOME $ (359) $ 230
------- -------
------- -------
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<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (359) $ 230
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for depreciation 25 29
Net amortization of investment security premiums/
discounts 81 62
Decrease in deferred loan fees (13) (25)
Loss on sale of securities 2 -
Decrease in accrued interest receivable and
other assets 321 88
Increase in accrued interest payable and
other liabilities 965 (121)
------- -------
Net cash provided by operating activities 1,021 263
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale (6,000) (11,343)
Proceeds from sales of securities available-for-sale 596 -
Principal payments of mortgage-backed securities and
collateralized mortgage obligations 4,731 6,513
Proceeds from maturities and calls of securities 2,800 7,230
Purchase of FHLB stock - (52)
Purchases of securities held-to-maturity (9,821) -
Net increase in loans (34) (3,005)
Purchases of building and equipment, net - (27)
------- -------
Net cash used in investing activities (7,728) (684)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (549) 85
Decrease in advance payments by borrowers
for taxes and insurance (273) (277)
Issuance of Common Stock 18,346 -
------- -------
Net cash provided by financing activities 17,524 (192)
------- -------
Net increase (decrease) in cash and cash equivalents 10,818 (613)
Cash and cash equivalents at beginning of period 17,410 13,301
------- -------
Cash and cash equivalents at end of period $28,228 $12,688
------- -------
------- -------
Supplemental disclosure of cash flow information
Cash paid during period for
Interest $ 1,459 $ 1,414
Income taxes (260) 244
</TABLE>
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
For Three Months Ended March 31, 1997 and 1996
(In thousands, except share data)
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss)
on Securities Total
Available- Unearned
Common Retained for-Sale, Stockholder
Stock Surplus Earnings Net of Tax ESOP Equity
----- ------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $ - $ - $11,346 $ 531 $ - $11,877
Net income for three months
ended March 31, 1996 - - 230 - - 230
Change in unrealized gain on
securities available-for-sale,
net of tax - - 61 - 61
----- ------- ------- ------ ------- -------
Balance at March 31, 1996 $ $ $11,576 $ 592 $ $12,168
----- ------- ------- ------ ------- -------
Balance at December 31, 1996 $ - $ - $11,508 $ 607 $ - $12,115
Issuance of Common Stock 21 19,986 - - (1,661) 18,346
Net income for three months
ended March 31, 1997 - - (359) - - (359)
Change in unrealized gain on
securities available-for-sale,
net of tax - - - (26) - (26)
----- ------- ------- ------ ------- -------
Balance at March 31, 1997 $ 21 $19,986 $11,149 $ 581 $(1,661) $30,076
----- ------- ------- ------ ------- -------
----- ------- ------- ------ ------- -------
</TABLE>
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
- - -------------------------------------------------------------------------------
NOTE 1
Hemlock Federal Financial Corp. (Corporation) is a one thrift holding company
which owns 100% of the voting stock of Hemlock Federal Bank for Savings (Bank),
a federally chartered thrift located in Oak Forest, Illinois. The Corporation
was incorporated under Delaware law in March of 1997. In the opinion of
management, the accompanying condensed consolidated financial statements contain
all adjustments (consisting of normally recurring items) necessary to present
fairly the Corporation's consolidated financial position as of March 31, 1997
and December 31, 1996, and the results of its consolidated operations, its
consolidated cash flows, and its changes in stockholders' equity for the three
months ended March 31, 1997 and March 31, 1996. The results of operations for
the period ended March 31, 1997 are not necessarily indicative of the results to
be expected for the full year.
The financial statements and notes are presented as permitted by Form 10-Q and
do not contain certain information included in the Corporation's annual
financial statements and notes thereto.
NOTE 2
The Bank has the following contractual amounts of financial instruments
outstanding at March 31, 1997 (in 000's):
Commitments to originate loans $ 1,781
Standby letters of credit 0
NOTE 3
The initial public offering was completed on March 31, 1997. Accordingly, net
income per share calculations for the three and twelve month periods ended March
31, 1997 are not meaningful and therefore are not presented.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
The following discussion focuses on the consolidated financial condition of
Hemlock Federal Financial Corp. and Subsidiary at March 31, 1997 and the
consolidated results of operations for the three months ending March 31, 1997,
compared to the same period in 1996. For the purposes of this Form 10-Q, the
results of operations in 1996 presented herein are for the Bank as a predecessor
entity to the Corporation. The purpose of this discussion is to provide a
better understanding of the condensed consolidated financial statements and the
operations of the Corporation and its subsidiary, Hemlock Federal Bank for
Savings(Bank). This discussion should be read in conjunction with the interim
condensed consolidated financial statements and notes thereto included herein.
RESULTS OF OPERATIONS
Consolidated net loss of the Corporation for the first quarter of 1997 totaled
($359,000), compared to net income of 230,000 earned for the first quarter of
1996, a decrease of $589,000. The primary factor that led to the $589,000
decrease in net income for the first quarter of 1997 was the establishment of a
$1 million accrual to fund the Hemlock Federal Foundation, which was founded in
conjunction with the Corporation's recent stock offering. The Foundation is a
private foundation under the Internal Revenue Code of 1986, and is dedicated to
the promotion of charitable purposes within the communities in which the Bank
operates.
First quarter earnings are $291,000 excluding the effect of the foundation
contribution. The after tax effect of the foundation contribution is a decrease
of $650,000 in net income for the quarter ending March 31, 1997.
NET INTEREST INCOME
Net interest income decreased $6,000, or .54% for the three month period ended
March 31, 1997, compared to the same period in 1996. This decrease is due to an
increase in the overall average cost of funds for the Bank. This was partially
offset by an increase in interest income, due to the transfer of assets from
investment securities to higher yielding loans. The impact of changes in
volumes and rates for earning assets and interest bearing liabilities is
presented in Table 1 for the three months ended March 31, 1997 and 1996. Table
1 analyzes the change in net interest income, excluding dividend income.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
Table 1
Favorable (Unfavorable) Changes In Net Interest Income
(In 000's)
Three Months ended March 31, 1997 over 1996
Volume Rate Total
------ ---- -----
Interest earning deposits $ 6 $ 66 $ 72
Securities (386) 230 (156)
Loans 571 (450) 121
------ ----- -----
Total earning assets 191 (154) 37
Deposits (2) 46 44
FHLB Advances -0- (1) (1)
------ ----- -----
Total interest bearing liabilities (2) 45 43
------ ----- -----
Change in net interest income $ 193 $(199) $ (6)
------ ----- -----
------ ----- -----
In the above table, securities available-for-sale and held-to-maturity are
combined in the rate/volume analysis.
PROVISION FOR LOAN LOSSES
The Bank's allowance for loan losses was $745,000 as of March 31, 1997. The
allowance was equal to 1.4% of total loans as of March 31, 1997. The bank had
no non-performing assets as of March 31, 1997. Management believes the existing
level of reserves is adequate, given current economic conditions as well as loss
experience and credit demand. Therefore, no additional provisions were made
during the quarters ending March 31, 1997 or March 31, 1996.
CHANGES IN NON-INTEREST INCOME AND NON-INTEREST EXPENSE
Non-interest income totaled $109,000 for the three month period ended March 31,
1997, a decrease of $19,000 compared to the total amount for the year earlier
period. This decrease is due to a decrease in loan fee income during the most
recent period, resulting from a decrease in loan originations.
Non-interest expense for the three months ended March 31, 1997 increased from
$867,000 for the three month period ended March 31, 1996 to $1.76 million for
the three month period ended March 31, 1997, primarily as a result of the
establishment of an accrual to fund the Hemlock Financial Foundation, which was
founded in conjunction with the Corporation's stock offering. This was partially
offset by a decrease in compensation expense, due to the freezing of
contributions to the
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
Bank's money purchase retirement plan, along with a decrease in other expenses
resulting from a decrease in charitable contribution expense.
PROVISION FOR INCOME TAXES
The Bank's federal and state income tax expense decreased from $124,000 for the
three month period ended March 31, 1996 to ($179,000) for the three month period
ended March 31, 1997. The change in income tax was the result of the decrease
in net income before income taxes.
FINANCIAL CONDITION
Consolidated total assets aggregated $164.9 million and $147.7 million at
March 31, 1997 and December 31, 1996, respectively. The increase in total
assets is primarily attributable to the proceeds raised in the corporation's
initial public offering. The net proceeds were invested in interest-earning
cash equivalents and securities held-to-maturity as of March 31, 1997, resulting
in an increase in cash on hand and due from banks of $10.8 million, and an
increase in securities held-to-maturity of $7.5 million. Proceeds from the
offering will be reinvested in both residential loans and investment securities.
Total liabilities at March 31, 1997 were $134.4 million compared to $134.3
million at December 31, 1996. Total deposits decreased by $549,000 from $131.2
million at December 31, 1996 to $130.7 million at March 31, 1997, due
principally to the purchase of common stock in the initial public offering by
Bank depositors. In addition, other liabilities increased by $949,000,
prinarily as the result of the accrual to fund the Hemlock Federal Foundation,
as previously discussed.
Shareholders' equity at March 31, 1997 was $30.1 million compared to $12.1
million at December 31, 1996, an increase of $18 million, due primarily to net
proceeds of the initial public offering that was completed on March 31, 1997.
CAPITAL RESOURCES
The Bank is subject to three capital to asset requirements in accordance with
bank regulations. The following table summarizes the Bank's regulatory capital
requirements versus actual capital as of March 31, 1997 and December 31, 1996.
Regulatory Actual
Requirement 3/31/97 12/31/96
----------- ------- --------
Tangible capital 1.5% 10.37% 7.87%
Core leverage capital 3.0% 10.37% 7.87%
Risk-based capital 8.0% 35.38% 24.58%
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-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
LIQUIDITY
Liquidity measures the ability of the Corporation to meet maturing obligations
and its existing commitments, to withstand fluctuations in deposit levels, to
fund operations, and to provide for customers' credit needs. The liquidity of
the Corporation principally depends on cash flows from operating activities,
investment in and maturity of assets, changes in balances of deposits and
borrowings, and its ability to borrow funds in the money or capital markets.
The Bank's regulatory liquidity ratio at March 31, 1997 was 55.71%, primarily as
a result of the proceeds raised in the initial public offering.
NEW ACCOUNTING PRONOUNCEMENTS
IMPACT OF NEW ACCOUNTING STANDARDS
In June 1996, the FASB issued Statement of Financial Accounting Standards No.
125 ("SFAS No. 125"), "Accounting for Transfers and Extinguishments of
Liabilities." SFAS No. 125 provides accounting and reporting standard for
transfers and servicing of financial assets and extinguishments of liabilities.
SFAS No. 125 requires 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, and derecognizes liabilities when
extinguished. SFAS No. 125 also supersedes SFAS No. 122 and requires that
servicing assets and liabilities be subsequently measured by amortization in
proportion to and over the period of estimated net servicing income or loss and
requires assessment for asset impairment or increases obligation based on their
fair values. SFAS No. 125 applies to transfers and extinguishments occurring
after December 31, 1996, and early or retroactive application is not permitted.
Because the volume and variety of certain transactions will make it difficult
for some entities to comply, some provision have been delayed by SFAS No. 127.
The adoption of SFAS No. 125 did not have a material impact on the results of
operations or financial condition of the Bank.
On March 3, 1997, the Financial Accounting Standards Board (FASB) issued
Statement 128, "Earnings Per Share", which is effective for financial statements
beginning with year end 1997. Statement 128 simplifies the calculation of
earnings per share (EPS) by replacing primary EPS with basic EPS. It also
requires dual presentation of basic EPS and diluted EPS for entities with
complex capital structures. Basis EPS include no dilution and is computed by
dividing income available to common shareholders by the weighted-average common
shares outstanding for the period. Diluted EPS reflects the potential dilution
of securities that could share in earnings, such as stock options, warrants or
other common stock equivalents. The Company expects Statement 128 to have
little impact on its earnings per share calculations in future years, other than
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 1997
changing terminology from primary EPS to basic EPS. All prior period EPS data
will be restated to conform with the new presentation.
SAFE HARBOR STATEMENT
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Reform Act of 1995, and is
including this statement for purposes of these safe harbor provisions. Forward-
looking statements, which are based on certain assumptions and describe future
plans, strategies and expectations of the Company, are generally identifiable by
use of the words "believe", "expect", "intend", "anticipate", "estimate",
"project" or similar expressions. The Company's ability to predict results or
the actual effect of future plans or strategies is inherently uncertain.
Factors which could have a material adverse affect on the operations and future
prospects of the Company and the subsidiaries include, but are not limited to,
changes in: interest rates, general economic conditions, legislative/regulatory
changes, monetary and fiscal policies of the U.S. Government, including policies
of the U.S. Treasury and the Federal Reserve Board, the quality or composition
of the loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Company's market area and
accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements. Further information concerning the
Company and its business, including additional factors that could materially
affect the Company's financial results, is included in the Company's filings
with the Securities and Exchange Commission.
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<PAGE>
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PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits - None
b. Reports on Form 8-K - none
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEMLOCK FEDERAL FINANCIAL CORP.
(Registrant)
/s/ Maureen G. Partynski
-----------------------------------
Maureen G. Partynski
President and Chief Executive Officer
May 9, 1997
/s/ Jean Thornton
-----------------------------------
Jean Thornton
Vice-President/Controller
May 9, 1997
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF CONDITION AND INCOME OF HEMLOCK FEDERAL FINANCIAL CORPORATION AS
OF MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FIANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 28,228
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 42,648
<INVESTMENTS-CARRYING> 37,077
<INVESTMENTS-MARKET> 37,282
<LOANS> 54,388
<ALLOWANCE> 745
<TOTAL-ASSETS> 164,493
<DEPOSITS> 130,694
<SHORT-TERM> 1,500
<LIABILITIES-OTHER> 1,815
<LONG-TERM> 0
0
0
<COMMON> 21
<OTHER-SE> 30,055
<TOTAL-LIABILITIES-AND-EQUITY> 164,493
<INTEREST-LOAN> 1,066
<INTEREST-INVEST> 1,214
<INTEREST-OTHER> 280
<INTEREST-TOTAL> 2,564
<INTEREST-DEPOSIT> 1,416
<INTEREST-EXPENSE> 1,452
<INTEREST-INCOME-NET> 1,112
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,759
<INCOME-PRETAX> (538)
<INCOME-PRE-EXTRAORDINARY> (538)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (359)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.22
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 419
<ALLOWANCE-OPEN> 745
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 745
<ALLOWANCE-DOMESTIC> 745
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
