FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
Commission File No. 0-24793
CGB&L FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 37-1374123
State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
229 East South Street, Cerro Gordo, Illinois 61818
(Address of principal executive offices and Zip Code)
(217) 763-2911
(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______
As of February 10, 1999, the registrant had outstanding 99,000 shares
of its $.01 par value common stock.
Transitional Small Business Disclosure Format (Check One): Yes/__/ No_X_/
Page 1 of 15 pages
<PAGE>
Table of Contents
Part I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements 3-8
Item 2. Management's Discussion and Analysis
Of Financial Condition and Results of Operations 9
Part II - OTHER INFORMATION
Item l. Legal Proceedings 13
Item 2. Change in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
Statements contained in the Form 10-QSB which are not historical facts are
forward-looking statements, as that term is described in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties that could cause actual results to differ materially from
those projected. Such risks and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange Commission from
time to time.
2
<PAGE>
<TABLE>
<CAPTION>
CGB&L Financial Group, Inc.
Consolidated Balance Sheet
As of December 31, 1998 and March 31, 1998
December 31 March 31
1998 1998
(unaudited)
<S> <C> <C>
Assets
Cash and Cash Equivalents $816,903 $524,845
Interest-bearing time deposits 693,000 590,000
Investment securities available for sale 238,161 175,329
Loans 5,668,999 5,558,889
Allowance for Loan losses (32,700) (32,700)
----------- -----------
Net Loans 5,636,299 5,526,189
Premises and equipment 16,529 15,726
Federal Home Loan Bank stock 55,100 46,200
Other assets 46,160 56,692
----------- ----------
Total Assets $7,502,152 $6,934,981
=========== ==========
Liabilities
Interest-bearing deposits $5,094,068 $5,250,307
Long-term debt 600,000 600,000
Other liabilities 125,983 98,660
----------- ----------
Total liabilities 5,820,051 5,948,967
Stockholders' Equity
Preferred stock, $.01 par value
Authorized and unissued -- 100,000 shares
Common stock, $ .01 par value
Authorized-- 900,000 shares
Issued--99,000 shares
Outstanding--91,477 shares 990
Paid in capital 698,362
Retained earnings 903,181 872,685
Net unrealized gain on securities available for sale 154,798 113,329
Less:
Unearned ESOP shares (75,230)
----------- ----------
Total stockholders' equity 1,682,101 986,014
----------- ----------
Total liabilities and stockholders' equity $7,502,152 $6,934,981
=========== ===========
See note to consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CGB&L Financial Group, Inc.
Consolidated Income Statements
For the nine months ended December 31, 1998 and December 31, 1997 (Unaudited)
1998 1997
<S> <C> <C>
Interest Income 0
Loans receivable $379,527 $350,362
Investment securities 3,983 3,482
Deposits with financial institutions 44,220 55,879
-------- --------
Total interest income 427,730 409,723
Interest Expense
Deposits 209,922 217,705
FHLB advances 29,150 8,029
-------- -------
Total interest expense 239,072 225,734
-------- -------
Net Interest Income 188,658 183,990
Provision for loan losses 0 0
-------- -------
Net Interest Income After Provision
for Loan Losses 188,658 183,990
-------- -------
Noninterest Income 4,831 3,827
-------- -------
Noninterest Expense
Salaries and employee benefits 106,249 98,229
Net occupancy and equipment expenses 3,520 4,121
Deposit Insurance Expense 2,570 1,680
Insurance expense 2,468 2,468
Other expenses 35,242 25,044
-------- -------
Total noninterest expense 150,049 131,542
Income Before Income Tax 43,440 56,275
Income tax expense 12,944 13,506
-------- -------
Net Income $30,496 $42,769
======== =======
Per share data:
Basic Weighted Average N/A N/A
Shares Outstanding N/A N/A
See notes to consolidted financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CGB&L Financial Group, Inc.
Consolidated Income Statements
For the three months ended December 31, 1998 and December 31, 1997 (Unaudited)
<S> <C> <C>
Interest Income
Loans receivable $ 127,670 $ 123,924
Investment securities 1,348 1,296
Deposits with financial institutions 15,267 17,589
-------- -------
Total interest income 144,285 142,809
Interest Expense
Deposits 67,448 72,888
FHLB advances 9,752 4,223
-------- -------
Total interest expense 77,200 77,111
-------- -------
Net Interest Income 67,085 65,698
Provision for loan losses 0 0
-------- -------
Net Interest Income After
Provision for Loan Losses 67,085 65,698
-------- -------
Noninterest Income 1,575 1,461
-------- -------
Noninterest Expense
Salaries and employee benefits 37,638 31,400
Net occupancy and equipment expenses 841 1,210
Deposit Insurance Expense 944 (44)
Insurance expense 0 0
Other expenses 20,436 9,443
-------- -------
Total noninterest expense 59,859 42,009
-------- -------
Income Before Income Tax 8,801 25,150
Income tax expense 4,653 6,036
-------- -------
Net Income $ 4,148 $19,114
======== =======
Per share data:
Basic Weighted Average $0.05 N/A
Shares Outstanding 91,345 N/A
See notes to consolidated financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CGB&L Financial Group, Inc.
Consolidated Statements of Comprehensive Income
Three Months Ended Nine Months Ended
December 31, 1998 December 31, 1998
(Unaudited) (Unaudited)
----------------- ------------------
<S> <C> <C>
Net Income $ 4,148 $30,496
Other comprehensive income,
Net of tax
Unrealized gains on securities:
Unrealized holding gain arising
during the period $36,133 $41,469
Less: Reclassification adjustment
for gains included in net income 0 0
Other comprehensive income 36,133 41,469
------- -------
Comprehensive income $40,281 $71,965
======= =======
Three Months Ended Nine Months Ended
December 31, 1997 December 31, 1997
(Unaudited) (Unaudited)
----------------- ------------------
Net Income $19,114 $42,769
Other comprehensive income,
Net of tax
Unrealized gains on
securities:
Unrealized holding gain arising during
the period $16,313 $35,828
Less: Reclassification adjustment for
gains included in net income 0 0
Other comprehensive income 16,313 35,828
------- -------
Comprehensive income $35,427 $78,597
======= =======
See notes to consolidated financial statements
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
CGB&L Financial Group, Inc.
Consolidated Statement of Cash Flows
Nine Months Ended December 30, 1998 and December 30, 1997 (Unaudited)
1998 1997
<S> <C> <C>
Operating Activities
Net income $30,496 $42,769
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan loss 0 0
Depreciation 1,008 1,008
Allocation of ESOP shares 4,019 0
Net change in :
Other liabilities 5,960 (1,376)
Other assets 10,532 (8,856)
-------- -------
Net cash provided by operating activities 52,015 33,545
-------- -------
Investing Activities
Net change in interest-bearing deposits (103,000) 293,000
Net change in loans (110,110) (864,876)
Purchase of premises and equipment (1,811) (7,632)
Purchase of FHLB stock (8,900) (3,200)
-------- -------
Net cash used by investing activities (223,821) (582,708)
-------- -------
Financing Activities
Net change in deposits (156,239) 4,411
Proceeds from long-term debt 0 600,000
Issuance of common stock 620,103 0
-------- -------
Net cash provided by financing activities 463,864 604,411
-------- -------
Net Change in Cash and Cash Equivalents 292,058 55,248
Cash and Cash Equivalents, Beginning of Period 524,845 109,912
-------- -------
Cash and Cash Equivalents, End of Period $816,903 $165,160
======== ========
Additional Cash Flows Information
Interest paid $238,904 $220,180
Income tax paid 12,944 13,506
See notes to consolidated financial statements.
</TABLE>
7
<PAGE>
Notes to Consolidated Financial Statements
1. BACKGROUND INFORMATION
CGB&L Financial Group, Inc. (the "Company") was incorporated on May 21,
1998 and on September 22, 1998 acquired all of the outstanding shares
of common stock of Cerro Gordo Building and Loan, s.b. of Cerro Gordo,
(the "Bank") upon the Bank's conversion from a state chartered mutual
savings bank to a state chartered savings bank. The Company purchased
100% of the outstanding capital stock of the Bank using 50% of the net
proceeds from the Company's initial stock offering, which was completed
on September 22, 1998. The Company sold 99,000 shares of common stock
in the initial offering at $10 per share, including 7,919 shares
purchased by the Bank's Employee Stock Ownership Plan ("ESOP"). The
Bank acquired the ESOP shares with proceeds from a Company loan
totaling $79,190. The net proceeds of the offering totaled $699,293:
$990,000 less $290,707 in underwriting costs and other conversion
expenses.
The acquisition of the Bank by the Company is being accounted for as a
"pooling-of-interests" under generally accepted accounting principles.
The application of the pooling-of-interests method records the assets
and liabilities of the merged companies on a historical cost basis with
no goodwill or other intangible assets being recorded.
2. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and item 310 (b)
of Regulations S-B. In the opinion of management these statements
contain all adjustments necessary to present fairly the financial
position as of December 1998 and March 1998, the results of operations
for the nine months ended December 1998 and December 1997, the results
of operations for the three months ended December 1998 and 1997 and the
cash flows for the nine months ended December 1998 and 1997. All
adjustments to the financial statements were normal and recurring in
nature. These results have been determined on the basis of generally
accepted accounting principles. The results of operations for the nine
months and the three months ended December 1998 are not necessarily
indicative of the results to be expected for the entire fiscal year.
The consolidated financial statements are those of the Company and the
Bank. These consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto
included in the Company's Prospectus dated August 10, 1998.
8
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
CGB&L Financial Group, Inc. (the "Company") is the holding company for
Cerro Gordo Building and Loan, s.b. (the "Bank"). Prior to the Company's
acquisition of the Bank on September 22, 1998, the Company had no material
assets or operations. Accordingly, the following information reflects
management's discussion and analysis of the financial condition and
results of operations for the Bank at and for the period prior to
September 22, 1998 and the Company and its subsidiary thereafter.
FINANCIAL CONDITION
Total assets increased $567,171 from March 31, 1998 to December 31, 1998
or 8.2%. This increase was attributable primarily to increases in
cash/cash equivalents, investments in interest-bearing time deposits, one
investment security, Federal Home Loan Bank ("FHLB") stock and the loan
portfolio. Cash and cash equivalents increased $292,058 and
interest-bearing time deposits increased $103,000 due to cash generated
from the Company's stock offering.
The $62,832 increase in investment securities from March 31, 1998 to
December 31,1998 was the result of an increase in the share value of
Federal Home Loan Mortgage Corporation ("FHLMC") stock. The FHLMC stock is
the sole investment security held by the Bank.
The $110,110 increase in net loans from March 31, 1998 to December 31,
1998 was the result of increase in one-to-four family residential mortgage
loans. This growth was the result of management's continued emphasis on
the Bank's loan portfolio.
The decline in total deposits from March 31, 1998 to December 31, 1998 of
$156,239 or 2.98% was due to depositors withdrawing funds to purchase the
Company's stock. The bank's depositors purchased 24.17% of the Company's
stock with funds previously on deposit.
Other liabilities increased $27,323 from March 31, 1998 to December 31,
1998, primarily due to an increase in deferred income tax liability for
FHLMC unrealized gain.
FHLB Stock held by the bank increased $8,900 from March 31, 1998 to
December 31, 1998 to meet the capital stock required by statute and
regulation.
Total stockholders' equity increased $696,087 from March 31, 1998 to
December 31, 1998; the increase summarized as follows:
Stockholder's equity, March 31, 1998......................... $ 986,014
Gross proceeds of stock offering............................. 990,000
Underwriting commissions & other conversion expenses......... (290,707)
Net income................................................... 30,496
Increase in unrealized gain on securities available for sale. 41,469
Total shares price of shares purchased by ESOP............... (79,190)
ESOP Shares allocated........................................ 4,019
----------
Stockholders' equity, December 31, 1998...................... $1,682,101
==========
9
<PAGE>
RESULTS OF OPERATIONS
NINE MONTH COMPARISON
Net income was $30,496 for the nine months ended December 31, 1998
compared to $42,769 for the comparative period ending December 31, 1997.
The 28.70% decrease in earnings is primarily attributable to additional
one-time expenses related to the mutual stock conversion and higher
salaries & employee benefit expense offset by higher net interest income.
Net interest income increased $4,668 in the nine months ended December 31,
1998 compared to the same period in 1997, due to a higher average balance
of loans financed by borrowings from the Federal Home Loan Bank. The
borrowings were invested primarily in one-to-four family loans. Interest
expense increased due to new Federal Home Loan Bank long term borrowings.
Interest income on deposits with financial institutions declined by
$11,659 for this period in 1998 compared to 1997 due to lower average
balances pertaining to interest-bearing time deposits. The provision for
loan losses remained stable for the first nine months in 1998 compared to
the same period in 1997. Management of the Bank believes that the
allowance for loan losses is sufficient based on information currently
available. No assurances can be made that future events or conditions or
regulatory directives will not result in increased provisions for loan
losses or additions to the Bank's allowance for loan losses which may
adversely affect net income.
Total noninterest expense increased $18,507or 14.07% for the first nine
months of 1998 compared to the first nine months of 1997, due to an
increase in employee compensation and other expenses. Employee
compensation expense increased due to increasing employees to 4 full time
from 3 full time and one part time. Other expenses increased due to
additional post-conversion expenses.
Total income tax expense was $12,944 for the nine months ended December
31, 1998 compared to $13,506 in 1997, reflecting the decrease in earnings.
The effective tax rate was 23.9% for 1998 as compared to 24.0% in 1997.
THREE MONTHS COMPARISON
Net income was $14,966 less in the quarter ended December 31, 1998
compared to the same quarter in 1997, due to an increase in noninterest
expenses and employee compensation off set by an increase in net interest
income.
Net interest income was $1,387 higher in the three months ended December
31, 1998 compared to the same period in 1997. Interest income was $1,476
higher, primarily due to a higher average balance of the mortgage loan
portfolio. Interest expense increased by $89 in the quarter ended December
31, 1998 compared to the quarter ended December 31, 1997.
The provision for loan losses remained stable for the first three months
in 1998 compared to the same period in 1997. Management of the Bank
believes that the allowance for loan losses is sufficient based on
information currently available. No assurances can be made that future
events or conditions or regulatory directives will not result in increased
provisions for loan losses or additions to the Bank's allowance for loan
losses which may adversely affect net income.
Noninterest expense was $17,850 higher in the quarter ended December 31,
1998 compared to the same period in 1997. This was primarily attributable
to additional post-conversion expenses and an increase in employee
compensation.
Income tax expense was $1,383 less in the three months ended December 31,
1998 compared to the three months ended the same period in 1997. The
effective tax rate was 23.9% in 1998 compared to 24.0% in 1997.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds are deposits, principal and interest
payments on loans and FHLB advances. While maturities and scheduled
amortizations of loans are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates,
economic conditions, and competition. The Company's initial stock
offering, which was completed on September 22, 1998, contributed
substantially to the Company's overall liquidity levels. The Federal
Deposit Insurance Corporation ("FDIC"), the Company's and the Bank's
primary regulator, requires the Bank to maintain minimum levels of liquid
assets. Currently, the required ratio is 5%. The Bank's liquidity ratios
were 27.32% and 23.88% at December 31, 1998 and March 31, 1998,
respectively, well above the required minimum. Currently, the proceeds
from the stock offering are invested in the Federal Home Loan Bank
interest bearing Daily Investment Deposit account, as the Company and the
Bank explore other options.
A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statement shows that the Company's cash and cash
equivalents ("cash") increased $292,058 from March 31, 1998 to December
31, 1998. Cash and cash equivalent increased $55,248 from March 31, 1997
to December 31, 1997. During the first nine months of fiscal 1998, net
proceeds from the stock offering primarily provided cash. Cash was
primarily used in 1998 to fund loans, invest in interest bearing time
deposits and for deposit withdrawals. The increase in cash during the
first nine months of fiscal 1997 resulted from net cash being provided by
deposits, proceeds from a maturing interest-bearing time deposit and FHLB
borrowings, offset by cash used to fund loans.
As of December 31, 1998, the Bank had outstanding commitments (including
undisbursed loan proceeds) of $156,090. The bank anticipates that it will
have sufficient funds available to meet its current loan origination
commitments. Certificates of deposit, which are scheduled to mature in one
year or less from December 31, 1998, total $2.7 million. Based upon the
Bank's experience, Management believes that a significant portion of such
deposits will remain with the Bank.
Federally insured state-chartered banks are required to maintain minimum
levels of regulatory capital. Under current FDIC regulations, insured
state-chartered banks generally must maintain ( i) a ratio of Tier 1
leverage capital to total assets of at least 3.0% (4.0% to 5.0% for all
but the most highly rated banks) and (ii) ratio of Tier 1 capital to
risk weighted assets of at least 4.0% and a ratio of total capital risk
weighted assets of at least 8.0%. At December 31, 1998, the Bank was in
compliance with applicable regulatory capital requirements as follows:
Tier 1 Capital to Risk Weighted Assets 28.45 %
Tier 1 Capital to Total Assets 15.52 %
Risk Based Capital to Risk Weighted Assets 29.30 %
Recent Accounting Pronouncements
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share." SFAS
No. 128 establishes standards for computing and presenting earnings per
share ("EPS") and applies to entities with publicly held common stock or
potential common stock. SFAS No. 128 simplifies previous standards for
computing EPS. SFAS No. 128 became effective for financial statements
issued for periods ending after December 15, 1997. Accordingly, the Bank
will adopt SFAS No. 128 in computing EPS during the first full period
beginning after the successful completion of the Conversion
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 in a full set of general-purpose
financial statements. Comprehensive income is defined as "the change in
equity of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. It includes all
changes in equity during a period except those resulting from investment
by owners and distributions to owners." The comprehensive income and
related cumulative equity impact of comprehensive income items will be
required to be disclosed prominently as part of the notes to the financial
statements. Only the impact of unrealized gains or
11
<PAGE>
losses on securities available for sale is disclosed as an additional
component of the Bank's income under the requirements of SFAS No. 130.
This statement is effective for fiscal years beginning after
December 15, 1997. The Savings Bank adopted Statement 130 during
1998-1999 fiscal year.
Also in 1997, the FASB issued Statement No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which supersedes SFAS
14, "Financial Reporting for Segments of a Business Enterprise," and
establishes standards for the way that public enterprises report
information about operating segments in annual financial statements. In
addition, it requires reporting of selected information about operating
segments in annual financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic area and major customers. SFAS 131 defines operating segments
as components of an enterprise about which separate financial information
is available that is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance.
This standard is effective for financial statements periods beginning
after December 15, 1997 and requires comparative information for earlier
years to be restated. There will be no impact on the bank upon adoption.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments. It requires that an entity
recognizes all derivatives as either assets or liabilities in the
statement of financial position and measures those instruments at fair
value. This statement is effective for all periods beginning after June
15, 1999. The Bank will adopt Statement 133 during 2000-2001 fiscal year
and does not anticipate any impact to its financial statement.
In 1998, the FASB issued Statement No. 134 "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for
Sale by a Mortgage Banking Enterprise. This statement establishes
accounting standards for certain activities of mortgage banking
enterprises and for other enterprises with similar mortgage operations.
This Statement amends SFAS No. 65 which as previously amended by SFAS Nos.
115 and 125, required a mortgage banking enterprise to classify a
mortgage-backed security as a trading security following the
securitization of the mortgage loan held for sale. This Statement further
amends SFAS No. 65 to require that after the securitization of mortgage
loans held for sale, an entity engaged in mortgage banking activities must
classify the resulting mortgage-backed security or other retained
interests based on the entity's ability and intent to sell or hold those
investments. The determination of the appropriate classification for
securities retained after the securitization of mortgage loans by a
mortgage banking enterprise now conforms to SFAS No. 115. The only
requirement the new Statement adds is that if an entity has a sales
commitment in place, the security must be classified into trading. This
Statement is effective for the first fiscal quarter beginning after
December 15, 1998. There will be no impact on the bank upon adoption.
Year 2000 Compliance
The Bank has completed the initial phase of its Year 2000 preparedness
assessment. During this phase, the Bank identified those computer
applications used to process information within the Bank including
accounting software used for loans and deposits. Each of the companies
providing these software programs has assured the Bank in writing that its
programs are Year 2000 compliant. In addition, the Bank has contacted its
principal external vendors and asked for assurance that they are
adequately addressing system and software issues related to year 2000.
Each vendor responded that either they are or expect to be Year 2000
compliant prior to December 31, 1999. The Bank has procedures in place to
confirm compliance by vendors who expect to be compliant prior to December
31, 1999. The Bank has also completed a review of its loan portfolio and
determined that the Bank has no significant loss exposure in the event a
borrower's business is interrupted as a result of a Year 2000 compliance
problem. The Bank has developed a testing schedule and anticipates
completion of this schedule prior to March 31, 1999. The Bank has not
incurred any material costs to date with respect to the Year 2000 and
based on the results of its assessment does not anticipate that the costs
to complete its Year 2000 testing schedule will be material. Although the
Bank believes it is taking the necessary actions to address Year 2000, no
assurances can be given that some problems will not occur or that the
12
<PAGE>
Bank will not incur significant additional expenses in the future if it
becomes necessary to replace computers systems, programs or equipment.
Such expenses could affect adversely the Company's net income and
financial condition.
Part II. Other information
Item l. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
All as previously reported......09-30-1998 except 2 changes for 12-31-1998
---------- ----------
Printing, postage and mailing $ 38,367 decreased to $ 36,875 and
Total $292,199 decreased to $ 290,707
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
The following exhibits are filed as part of this report:
11.0 Computation of earnings per share
27. Financial Data Schedule
b. Report on Form 8-K
none
- ---------------------------------
*Incorporated herein by reference into this document from Form S-2
Registration Statement, as amended, filed on June 3, 1998
Registration No. 333-55953.
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.
Dated: February 10, 1999 By: /s/ Maralyn F. Heckman
(Authorized Signor)
President (Principal Executive Officer)
and Treasurer (Chief Financial Officer)
13
Exhibit 11.0 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
For the Three Months Ended December 31, 1998 (UNAUDITED)
Statement regarding computation of earnings per share for the three months ended
December 31, 1998.
Income Weighted Average Shares Per-Share Amount
-------------------------------------------------------------------
Net Income $4,148 91,345 $.05
Note: Net earnings per share are computed based upon the weighted average common
equivalent shares outstanding for periods subsequent to the Bank's conversion to
a stock savings bank on September 22, 1998. Net earnings per share for the three
and nine months ended December 31, 1997 and the nine months ended December 31,
1998 are not meaningful.
14
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-QSB and is qualified in its entirety by reference to such financial
statements
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 816,903
<INT-BEARING-DEPOSITS> 693,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 238,161
<INVESTMENTS-MARKET> 238,161
<LOANS> 5,668,999
<ALLOWANCE> 32,700
<TOTAL-ASSETS> 7,502,152
<DEPOSITS> 5,094,068
<SHORT-TERM> 0
<LIABILITIES-OTHER> 125,983
<LONG-TERM> 600,000
0
0
<COMMON> 990
<OTHER-SE> 1,681,111
<TOTAL-LIABILITIES-AND-EQUITY> 7,502,152
<INTEREST-LOAN> 379,527
<INTEREST-INVEST> 3,983
<INTEREST-OTHER> 44,220
<INTEREST-TOTAL> 427,730
<INTEREST-DEPOSIT> 209,922
<INTEREST-EXPENSE> 239,072
<INTEREST-INCOME-NET> 188,658
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 150,049
<INCOME-PRETAX> 43,440
<INCOME-PRE-EXTRAORDINARY> 43,440
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,496
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.91
<LOANS-NON> 0
<LOANS-PAST> 92,120
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 32,700
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 32,700
<ALLOWANCE-DOMESTIC> 32,700
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
