CAMCO FINANCIAL CORP
10-Q, 1997-05-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
Previous: CAMBRIDGE ELECTRIC LIGHT CO, 10-Q, 1997-05-14
Next: CANAL ELECTRIC CO, 10-Q, 1997-05-14




                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended March 31, 1997


                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File Number 0-25196

                           CAMCO FINANCIAL CORPORATION
           __________________________________________________________
             (Exact name of registrant as specified in its charter)

Delaware                                            51-0110823
_______________________________                     ______________________
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification Number)

814 Wheeling Avenue
Cambridge, Ohio                                                    43725
_______________________________                                  __________
(Address of principal                                            (Zip Code)
executive office)

Registrant's telephone number, including area code: (614) 432-5641

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days.

                           Yes __X__         No _____

As of May 9,  1997,  the  latest  practicable  date  3,061,519.9  shares  of the
registrant's common stock, $1.00 par value, were issued and outstanding.



                               Page 1 of 16 pages

<PAGE>



                           Camco Financial Corporation


                                      INDEX

                                                                     Page

PART I   -     FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition          3

               Consolidated Statements of Earnings                     4

               Consolidated Statements of Cash Flows                   5

               Notes to Consolidated Financial Statements              7

               Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                             10


PART II -      OTHER INFORMATION                                      15

SIGNATURES                                                            16


                                      -2-


<PAGE>
<TABLE>

                           Camco Financial Corporation

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                          March 31,     December 31,
        ASSETS                                                              1997            1996

<S>                                                                       <C>             <C>     
Cash and due from banks                                                   $  13,358       $ 10,587
Interest-bearing deposits in other financial institutions                     1,495          7,278
                                                                          ---------       --------
        Cash and cash equivalents                                            14,853         17,865

Certificates of deposit in other financial institutions                        --              990
Investment securities available for sale - at market                          5,653          5,174
Investment securities - at cost, approximate market value of $22,740
  and $21,822 as of March 31, 1997 and December 31, 1996                     22,590         21,844
Mortgage-backed securities available for sale - at market                       507            742
Mortgage-backed securities - at cost, approximate market  value of
  $10,021 and $10,735 as of March 31, 1997 and December 31, 1996             10,385         10,700
Loans held for sale - at lower of cost or market                              2,770            931
Loans receivable - net                                                      391,762        387,992
Office premises and equipment - net                                           6,857          6,811
Real estate acquired through foreclosure                                        118             53
Federal Home Loan Bank stock - at cost                                        4,157          3,942
Accrued interest receivable on loans                                          2,523          2,443
Accrued interest receivable on mortgage-backed securities                        65             69
Accrued interest receivable on investment securities and
   interest-bearing deposits                                                    462            499
Prepaid expenses and other assets                                             1,127            495
Cash surrender value of life insurance                                        4,937          4,880
Goodwill and other intangible assets                                          3,664          3,701
Prepaid federal income taxes                                                   --              319
                                                                          ---------       --------

        Total assets                                                      $ 472,430       $469,450
                                                                          =========       ========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                  $ 363,558       $358,009
Advances from the Federal Home Loan Bank                                     56,131         57,354
Advances by borrowers for taxes and insurance                                 2,058          2,864
Accounts payable and accrued liabilities                                      2,933          4,490
Dividends payable                                                               383            368
Accrued federal income taxes                                                    228           --
Deferred federal income taxes                                                 1,350          1,352
                                                                          ---------       --------
        Total liabilities                                                   426,641        424,437

Stockholders' equity
  Preferred stock - $1 par value; authorized 100,000 shares;
    no shares outstanding                                                      --             --
  Common stock - $1 par value; authorized, 4,900,000 shares,
     3,061,520 and 3,062,893 issued at March 31, 1997 and
     December 31, 1996                                                        3,063          3,063
  Additional paid-in capital                                                 21,917         21,917
  Retained earnings - substantially restricted                               20,811         20,005
  Unrealized gains (losses) on securities designated as
     available for sale, net of related tax effects                              (2)            28
                                                                          ---------       --------
        Total stockholders' equity                                           45,789         45,013
                                                                          ---------       --------

        Total liabilities and stockholders' equity                        $ 472,430       $469,450
                                                                          =========       ========


</TABLE>

                                      -3-

<PAGE>
<TABLE>

                           Camco Financial Corporation

                       CONSOLIDATED STATEMENTS OF EARNINGS
                      For the three months ended March 31,
                      (In thousands, except per share data)

                                                                         1997            1996
<S>                                                                  <C>             <C>       
Interest income
  Loans                                                              $    7,971      $    6,079
  Mortgage-backed securities                                                190              98
  Investment securities                                                     446             313
  Interest-bearing deposits and other                                       235             153
                                                                     ----------      ----------
        Total interest income                                             8,842           6,643

Interest expense
  Deposits                                                                4,100           3,237
  Borrowings                                                                847             365
                                                                     ----------      ----------
        Total interest expense                                            4,947           3,602
                                                                     ----------      ----------

        Net interest income                                               3,895           3,041

Provision for losses on loans                                                48              21
                                                                     ----------      ----------

        Net interest income after provision for losses on loans           3,847           3,020

Other income
  Late charges, rent and other                                              277             247
  Loan servicing fees                                                       120             186
  Service charges and other fees on deposits                                126              95
  Gain on sale of loans                                                     156             416
  Gain on sale of real estate acquired through foreclosure                   20            --
                                                                     ----------      ----------
        Total other income                                                  699             944

General, administrative and other expense
  Employee compensation and benefits                                      1,347           1,014
  Occupancy and equipment                                                   344             260
  Federal deposit insurance premiums                                         65             163
  Data processing                                                           139             100
  Advertising                                                                98              86
  Franchise taxes                                                           114             106
  Amortization of goodwill                                                   37            --
  Other operating                                                           641             479
                                                                     ----------      ----------
        Total general, administrative and other expense                   2,785           2,208
                                                                     ----------      ----------

        Earnings before federal income taxes                              1,761           1,756

Federal income taxes
  Current                                                                   567             523
  Deferred                                                                   13              74
                                                                     ----------      ----------
        Total federal income taxes                                          580             597
                                                                     ----------      ----------

        NET EARNINGS                                                 $    1,181      $    1,159
                                                                     ==========      ==========

        EARNINGS PER SHARE                                           $      .39      $      .56
                                                                     ==========      ==========

Weighted average number of common shares outstanding                  3,062,893       2,069,797
                                                                     ==========      ==========

</TABLE>

                                      -4-

<PAGE>
<TABLE>

                           Camco Financial Corporation

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the three months ended March 31,
                                 (In thousands)

                                                                          1997           1996

<S>                                                                   <C>             <C>     
Cash flows from operating activities:
  Net earnings for the period                                         $   1,181       $  1,159
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of deferred loan origination fees                          (98)          (105)
    Amortization of premiums and discounts on investment and
      mortgage-backed securities - net                                        3             12
    Amortization of goodwill                                                 37           --
    Depreciation and amortization                                           160            106
    Provision for losses on loans                                            48             21
    Gain on sale of real estate acquired through foreclosure                (20)          --
    Federal Home Loan Bank stock dividends                                  (70)           (29)
    Gain on sale of loans                                                   (56)          (112)
    Loans originated for sale in the secondary market                   (11,805)       (29,537)
    Proceeds from sale of loans in the secondary market                  10,022         26,889
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                           (39)           (81)
      Prepaid expenses and other assets                                    (632)           (35)
      Accrued interest and other liabilities                             (1,542)          (253)
      Federal income taxes:
        Current                                                             547            378
        Deferred                                                             13             74
                                                                      ---------       --------
        Net cash used in operating activities                            (2,251)        (1,513)

Cash flows provided by (used in) investing activities:
  Proceeds from maturities of investment securities
    and interest-bearing deposits                                         2,240          3,274
  Purchases of investment securities                                     (2,509)        (2,236)
  Loan principal repayments                                              23,198         15,839
  Loan disbursements                                                    (27,095)       (10,960)
  Principal repayments on mortgage-backed securities                        544            267
  Additions to office premises and equipment                               (206)          (254)
  Proceeds from sale of real estate acquired through foreclosure            132           --
  Purchase of Federal Home Loan Bank stock                                 (145)          --
  Net increase in cash surrender value of life insurance                    (57)          --
                                                                      ---------       --------
        Net cash provided by (used in) investing activities              (3,898)         5,930

Cash flows provided by (used in) financing activities:
  Net increase in deposits                                                5,549          3,727
  Proceeds from advances from the Federal Home Loan Bank and
     other borrowings                                                   103,130          2,000
  Repayment of Federal Home Loan Bank advances
    and other borrowings                                               (104,353)        (8,009)
  Dividends paid on common stock                                           (383)          (207)
  Decrease in advances by borrowers for taxes and insurance                (806)        (1,454)
                                                                      ---------       --------
        Net cash provided by (used in) financing activities               3,137         (3,943)
                                                                      ---------       --------

Increase (decrease) in cash and cash equivalents                         (3,012)           474

Cash and cash equivalents at beginning of period                         17,865         13,447
                                                                      ---------       --------

Cash and cash equivalents at end of period                            $  14,853       $ 13,921
                                                                      =========       ========

</TABLE>


                                      -5-
<PAGE>
<TABLE>


                           Camco Financial Corporation


                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the three months ended March 31,
                                 (In thousands)

                                                                       1997         1996

<S>                                                                  <C>           <C>    
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
      Interest on deposits and borrowings                            $ 4,963       $ 3,621
                                                                     =======       =======

    Income taxes                                                     $   100       $  --
                                                                     =======       =======

Supplemental disclosure of noncash investing activities:
   Unrealized losses on securities designated as available
      for sale, net of related tax effects                           $   (30)      $   (10)
                                                                     =======       =======

  Recognition of gains on sale of loans in accordance with
     SFAS No. 122                                                    $   100       $   304
                                                                     =======       =======

  Transfer of loans to real estate acquired through foreclosure      $   180       $  --
                                                                     =======       =======


                                      -6-

</TABLE>
<PAGE>

                           Camco Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation

     The accompanying  unaudited consolidated financial statements were prepared
     in  accordance  with  instructions  for Form  10-Q and,  therefore,  do not
     include information or footnotes  necessary for a complete  presentation of
     financial position, results of operations and cash flows in conformity with
     generally  accepted  accounting  principles.  Accordingly,  these financial
     statements  should be read in conjunction with the  consolidated  financial
     statements and notes thereto of Camco Financial Corporation ("Camco" or the
     "Corporation")  included  in Camco's  Annual  Report on Form 10-KSB for the
     year ended December 31, 1996. However, all adjustments  (consisting only of
     normal  recurring  accruals)  which,  in the  opinion  of  management,  are
     necessary for a fair presentation of the consolidated  financial statements
     have been  included.  The results of operations for the three month periods
     ended March 31, 1997 and 1996 are not necessarily indicative of the results
     which may be expected for the entire year.

2.   Principles of Consolidation

     Camco  has  five   wholly-owned   subsidiaries:   Cambridge   Savings  Bank
     ("Cambridge  Savings"),  Marietta Savings Bank ("Marietta Savings"),  First
     Federal  Savings Bank of Washington  Court House ("First  Federal"),  First
     Federal Bank for Savings ("First Savings")  (collectively  hereinafter "the
     Banks") and East Ohio Land Title  Agency,  Inc., as well as two second tier
     subsidiaries,  Camco Mortgage  Corporation  and WestMar  Mortgage  Company.
     First  Savings was  acquired  by Camco on October 4, 1996,  pursuant to the
     merger of First  Ashland  Financial  Corporation  with and into  Camco (the
     "Merger")  in a  transaction  accounted  for using the  purchase  method of
     accounting.  Consequently,  the March 31, 1996,  consolidated  statement of
     earnings and statement of cash flows have not been restated for the merger.

     The Company's  consolidated  financial  statements  include the accounts of
     Camco and its  wholly-owned and second tier  subsidiaries.  All significant
     intercompany balances and transactions have been eliminated.

3.   Effects of Recent Accounting Pronouncements

     In October 1995,  the  Financial  Accounting  Standards  Board (the "FASB")
     issued  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 123,
     "Accounting   for   Stock-Based   Compensation,"   establishing   financial
     accounting and reporting  standards for stock-based  employee  compensation
     plans.  SFAS No.  123  encourages  all  entities  to adopt a new  method of
     accounting to measure  compensation cost of all employee stock compensation
     plans  based on the  estimated  fair  value of the  award at the date it is
     granted.   Companies   are,   however,   allowed  to  continue  to  measure
     compensation cost for those plans using the intrinsic value based method of
     accounting,  which  generally  does  not  result  in  compensation  expense
     recognition  for  most  plans.  Companies  that  elect to  remain  with the
     existing  accounting  method are  required to disclose in a footnote to the
     financial statements pro forma net earnings and, if presented, earnings per
     share, as if SFAS No. 123 had been adopted. The accounting  requirements of


                                      -7-
<PAGE>



                           Camco Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   Effects of Recent Accounting Pronouncements (continued)

     SFAS No. 123 are  effective  for  transactions  entered into during  fiscal
     years that begin after December 15, 1995;  however,  companies are required
     to  disclose  information  for awards  granted in their  first  fiscal year
     beginning  after December 15, 1994.  Management  has determined  that Camco
     will  continue  to  account  for  stock-based   compensation   pursuant  to
     Accounting  Principles Board Opinion No. 25, and therefore,  the disclosure
     provisions of SFAS No. 123 will have no material effect on its consolidated
     financial condition or results of operations.

     In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers of
     Financial  Assets,  Servicing Rights,  and  Extinguishment of Liabilities,"
     that  provides  accounting  guidance  on  transfers  of  financial  assets,
     servicing of financial assets, and extinguishment of liabilities.  SFAS No.
     125 introduces an approach to accounting for transfers of financial  assets
     that  provides a means of dealing with more complex  transactions  in which
     the seller  disposes  of only a partial  interest  in the  assets,  retains
     rights  or  obligations,  makes  use of  special  purpose  entities  in the
     transaction,  or otherwise has continuing  involvement with the transferred
     assets. The new accounting method,  referred to as the financial components
     approach,  provides  that  the  carrying  amount  of the  financial  assets
     transferred  be allocated to components of the  transaction  based on their
     relative  fair  values.  SFAS No. 125  provides  criteria  for  determining
     whether  control of assets  has been  relinquished  and  whether a sale has
     occurred.  If the transfer  does not qualify as a sale, it is accounted for
     as a secured borrowing.  Transactions subject to the provisions of SFAS No.
     125 include,  among  others,  transfers  involving  repurchase  agreements,
     securitizations  of  financial  assets,  loan   participations,   factoring
     arrangements, and transfers of receivables with recourse.

     An entity  that  undertakes  an  obligation  to  service  financial  assets
     recognizes either a servicing asset or liability for the servicing contract
     (unless  related to a  securitization  of assets,  and all the  securitized
     assets are retained and classified as held-to-maturity).  A servicing asset
     or liability  that is purchased or assumed is initially  recognized  at its
     fair value. Servicing assets and liabilities are amortized in proportion to
     and over the period of estimated net servicing income or net servicing loss
     and are subject to  subsequent  assessments  for  impairment  based on fair
     value.

     SFAS No. 125 provides  that a liability  is removed from the balance  sheet
     only  if the  debtor  either  pays  the  creditor  and is  relieved  of its
     obligation for the liability or is legally  released from being the primary
     obligor.

     SFAS No. 125 is effective for  transfers and servicing of financial  assets
     and extinguishment of liabilities occurring after December 31, 1997, and is
     to be applied  prospectively.  Earlier or  retroactive  application  is not
     permitted.  Management  does not believe that adoption of SFAS No. 125 will
     have a material adverse effect on Camco's  consolidated  financial position
     or results of operations.

                                      -8-
<PAGE>

                           Camco Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   Effects of Recent Accounting Pronouncements (continued)

     In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which
     requires  companies to present basic earnings per share and, if applicable,
     diluted  earnings per share,  instead of primary and fully diluted earnings
     per share,  respectively.  Basic  earnings  per share is  computed  without
     including  potential  common  shares,  i.e.,  no dilutive  effect.  Diluted
     earnings  per share is computed  taking into  consideration  common  shares
     outstanding  and  dilutive  potential  common  shares,  including  options,
     warrants,  convertible securities and contingent stock agreements. SFAS No.
     128 is  effective  for  periods  ending  after  December  15,  1997.  Early
     application  is not  permitted.  Based upon the provisions of SFAS No. 128,
     the Corporation's basic and diluted earnings per share for the three months
     ended March 31,  1997 would have been $.39 and $.37,  and basic and diluted
     earnings per share for the three  months  ended March 31, 1996,  would have
     been $.56 and $.56, respectively.

4.   Reclassifications

     Certain   reclassifications   have  been  made  to  the  March  31,   1996,
     consolidated  financial  statements  to  conform  to the  March  31,  1997,
     presentation.

5.   Recent Legislation

     Congress is considering  legislation  to eliminate the federal  savings and
     loan  charter  and  separate   federal   regulation  of  savings  and  loan
     associations.  Pursuant to such legislation,  Congress may develop a common
     charter for all  financial  institutions,  eliminate  the OTS and  regulate
     First  Federal and First  Savings as banks or require  them to change their
     charters. Such changes would likely change the types of activities in which
     such  institutions  could engage and would probably subject them to greater
     regulation by the FDIC. In addition,  the Corporation  might become subject
     to different holding company regulations.


                                      -9-
<PAGE>



                           Camco Financial Corporation


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

            For the three month periods ended March 31, 1997 and 1996

General

Camco's  profitability  depends  primarily on the level of net interest  income,
which is the difference  between  interest  income on  interest-earning  assets,
principally loans,  mortgage-backed  securities and investment  securities,  and
interest  expense on deposit accounts and borrowings.  In recent years,  Camco's
net  earnings  has also been heavily  influenced  by the level of other  income,
including gains on sale of loans,  loan servicing fees, and other fees.  Camco's
operations are also influenced by the level of general, administrative and other
expenses,  including salaries and employee benefits,  occupancy, federal deposit
insurance  premiums,  as well as various  other  operating  expense  categories,
including federal income tax expense.

Since its  incorporation in 1970, Camco has evolved into a full service provider
of financial  products to the  communities  served by its banking  subsidiaries.
Utilizing a common marketing theme committed to personalized  customer  service,
Camco and its affiliates have grown from $22.4 million in consolidated assets in
1970 to $472.4 million of consolidated  assets at March 31, 1997.  Camco's level
of growth is largely attributable to the acquisitions of Marietta Savings, First
Federal and First Savings and the continued  expansion of product lines from the
previously  limited  deposit and loan  offerings of a heavily  regulated  1970's
savings and loan  association,  to the full array of financial  service products
that  were the  previous  domain  of  commercial  banks.  Additionally,  Camco's
operational growth has been enhanced by vertical  integration of the residential
lending function through establishing  mortgage banking operations in the Banks'
primary  market areas and, to a lesser extent,  by chartering a title  insurance
agency.

Management  believes that continued  success in the financial  services industry
will be achieved by those  institutions  with a rigorous  dedication to bringing
value-added  services to their  customers.  Toward this end,  each of the Banks'
operations are decentralized,  with a separate Board of Directors and management
team focusing on consumer  preferences for financial  products in the respective
communities  served.  Based on such  consumer  preferences,  Camco's  management
designs financial service products with a view towards  differentiating  each of
the constituent Banks from the competition.  It is management's opinion that the
Banks'  abilities  to  rapidly  adapt to  consumer  needs  and  preferences  are
essential in order to compete against the larger regional and money-center  bank
holding companies.


Discussion of Financial Condition Changes from December 31, 1996 to March 31,
1997

At March 31, 1997,  Camco's  consolidated  assets  totaled  $472.4  million,  an
increase of $3.0 million, or .6%, over the December 31, 1996 total. The increase
in total  assets is  primarily  attributable  to an increase of $5.6  million in
loans  receivable  and loans held for sale,  which was funded  through growth in
deposits  totaling  $5.5  million and  undistributed  net  earnings of $798,000,
partially  offset  by a  decrease  of $1.2  million  in  Federal  Home Loan Bank
advances.



                                      -10-
<PAGE>


                           Camco Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

            For the three month periods ended March 31, 1997 and 1996


Discussion  of Financial  Condition  Changes from December 31, 1996 to March 31,
1997 (continued)

Cash and interest-bearing deposits in other financial institutions totaled $14.9
million at March 31, 1997, a decline of $4.0  million,  or 21.2%,  from December
31,  1996  levels.  Management  elected  to  utilize  excess  liquidity  to fund
purchases on higher-yielding investment securities and to fund loan growth.

Investment  securities  totaled  $28.2 million at March 31, 1997, an increase of
$1.2  million,  or 4.5%,  over  December  31,  1996.  During  the 1997  quarter,
investment  securities  totaling $2.5 million were purchased,  while  maturities
amounted to $1.3 million.

Mortgage-backed  securities  totaled $10.9 million at March 31, 1997, a decrease
of $550,000 from December 31, 1996, due primarily to principal repayments during
the quarter. Loans receivable and loans held for sale increased by $5.6 million,
or 1.4%,  during the three  months  ended March 31,  1997,  to a total of $394.5
million. The increase was primarily  attributable to loan disbursements of $38.9
million which was partially offset by principal  repayments of $23.2 million and
loan sales of $10.0 million.

Nonperforming loans (90 days or more delinquent plus nonaccrual loans),  totaled
$2.5  million  and  $2.4  million  at March  31,  1997 and  December  31,  1996,
respectively,  constituting  .63% and .61% of total net loans,  including  loans
held for sale at those dates. The consolidated allowance for loan losses totaled
$1.3  million  and  $1.2  million  at March  31,  1997 and  December  31,  1996,
respectively,  representing  50.2%  and  52.5% of  nonperforming  loans at those
dates.  The  provision for loan losses for the three months ended March 31, 1997
is primarily attributable to growth in the loan portfolio during that period.

Deposits  totaled $363.6 million at March 31, 1997, an increase of $5.5 million,
or 1.5%,  over December 31, 1996 levels.  The increase  resulted  primarily from
management's  continuing  efforts to achieve a moderate  rate of growth  through
advertising  and pricing  strategies.  The  proceeds  from  deposit  growth were
partially used to repay certain  advances from the Federal Home Loan Bank, which
declined  by $1.2  million,  or 2.1%,  to a total of $56.1  million at March 31,
1997.

The Banks are  required  to  maintain  minimum  regulatory  capital  pursuant to
federal  regulations.  At March 31, 1997, the Banks' regulatory capital exceeded
all regulatory capital requirements.


                                      -11-
<PAGE>


                           Camco Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

            For the three month periods ended March 31, 1997 and 1996


Comparison of Results of Operations for the Three Months Ended March 31, 1997
and 1996

Increases  in the level of income and  expenses  during the three  month  period
ended  March 31,  1997,  as  compared  to the  comparable  quarter  in 1996,  is
primarily  due to the  inclusion  of the  accounts of First  Savings,  which was
acquired by Camco on October 4, 1996, in a  transaction  accounted for using the
purchase  method of accounting.  Accordingly,  the statement of earnings and the
statement of cash flows for the quarter  ended March 31, 1996,  was not restated
for the Merger.

General

Camco's net  earnings  for the three  months  ended March 31, 1997  totaled $1.2
million,  an increase of $22,000,  or 1.9%,  over net  earnings  reported in the
comparable 1996 period. The increase in earnings in the 1997 period is primarily
attributable to an increase in net interest income of $854,000 and a decrease in
the provision for federal income taxes of $17,000,  which were partially  offset
by an increase in  general,  administrative  and other  expense of  $577,000,  a
decrease in other income of $245,000 and an increase in the  provision  for loan
losses of $27,000.

Net Interest Income

Total  interest  income for the three months ended March 31, 1997,  increased by
$2.2  million,   or  33.1%,   reflecting   the  effects  of  growth  in  average
interest-earning assets outstanding, which was partially offset by a decrease in
yield  year to year.  Interest  income on loans and  mortgage-backed  securities
totaled $8.2  million for the three months ended March 31, 1997,  an increase of
$2.0 million, or 32.1%, over the comparable 1996 quarter.  The increase resulted
primarily from the $105.2  million,  or 35.4%,  increase in the average  balance
outstanding  year to year.  Interest income on investments and  interest-bearing
deposits increased by $215,000, or 46.1%, due to an increase in average balances
of $13.3 million.

Interest expense on deposits increased by $863,000, or 26.7%, to a total of $4.1
million for the three  months  ended March 31,  1997,  due  primarily to a $73.6
million  increase  in the  average  balance of  deposits  outstanding.  Interest
expense on  borrowings  totaled  $847,000  for the three  months ended March 31,
1997, an increase of $482,000,  or 132.1%,  over the comparable quarter in 1996.
The  increase  resulted  primarily  from a $35.5  million  increase  in  average
borrowings outstanding year to year.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $854,000,  or 28.1%, for the three months ended
March 31, 1997,  compared to the  comparable  period in 1996.  The interest rate
spread  increased  by 28 basis points for the three months ended March 31, 1997,
to 3.51%, from 3.23% in the 1996 period,  while the net interest margin amounted
to 3.50% in 1997 and 3.12% in 1996.



                                      -12-
<PAGE>


                           Camco Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

            For the three month periods ended March 31, 1997 and 1996


Comparison of Results of Operations for the Three Months Ended March 31, 1997
and 1996 (continued)

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on historical experience, the volume and type of lending conducted by the Banks,
the  amount  of past due  principal  and  interest  payments,  general  economic
conditions,  particularly as such  conditions  relate to the Bank's market area,
and other factors related to the collectibility of the Bank's loan portfolio.

The  provision  for losses on loans  totaled  $48,000 for the three months ended
March 31, 1997, an increase of $27,000 from the  comparable  period in 1996. The
current period provision generally reflects the effects of loan portfolio growth
and an increase in the level of nonperforming loans.

While management  believes that its allowance for loan losses at March 31, 1997,
is adequate based upon the available  facts and  circumstances,  there can be no
assurance  that the loan loss  allowance  will be  adequate  to cover  losses on
nonperforming assets in the future.

The foregoing statement is a  "forward-looking"  statement 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.  Factors  that could  affect the
adequacy  of the loan  loss  allowance  include,  but are not  limited  to,  the
following:  (1) changes in the national and local economy  which may  negatively
impact the  ability of  borrowers  to repay  their loans and which may cause the
value of real  estate and other  properties  that  secure  outstanding  loans to
decline; (2) unforeseen adverse changes in circumstances with respect to certain
large loan borrowers;  (3) decrease in the value of collateral securing consumer
loans to amounts  equal to less than the  outstanding  balances of the  consumer
loans; and (4)  determinations by various  regulatory  agencies that the Savings
Bank  must  recognize  additions  to its  loan  loss  allowance  based  on  such
regulators'  judgment  of  information  available  to them at the  time of their
examinations.

Other Income

Other  income  totaled  $699,000  for the three  months  ended March 31, 1997, a
decrease of $245,000, or 26.0%, from the comparable 1996 period. The decrease in
other  income is primarily  attributable  to a $260,000,  or 62.5%,  decrease in
gains on sale of loans and a decrease of $66,000,  or 35.5%,  in loan  servicing
fees,  which were  partially  offset by a $30,000,  or 12.1%,  increase  in late
charges,  rent and other,  an increase of $31,000,  or 32.6%, in service charges
and other fees on deposits,  and a $20,000 gain on sale of real estate  acquired
through foreclosure. The decrease in gains on sales of loans reflects a decrease
in sales volume year to year.  The increase in late charges,  rent and other and
service charges on deposits was primarily attributable to an increase in fees on
loans  and  deposit  accounts  as a  result  of the  growth  in  the  respective
portfolios.


                                      -13-
<PAGE>



                           Camco Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

            For the three month periods ended March 31, 1997 and 1996


Comparison of Results of Operations for the Three Months Ended March 31, 1997
and 1996 (continued)

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled $2.8 million for the three
months  ended  March 31,  1997,  an  increase of  $577,000,  or 26.1%,  over the
comparable 1996 quarter. The increase is due primarily to a $333,000,  or 32.8%,
increase in employee  compensation and benefits,  an $84,000, or 32.3%, increase
in occupancy and equipment, a $39,000, or 39.0%, increase in data processing,  a
$37,000,  or 100%,  increase in the  amortization  of goodwill  arising from the
Merger, and a $162,000,  or 33.8%,  increase in other operating  expense,  which
were  partially  offset by a $98,000,  or 60.1%,  decrease  in  federal  deposit
insurance  premiums.  The increase in occupancy and equipment is attributable to
depreciation  expense on office equipment  purchased in 1995 and general repairs
of office  buildings.  The  increase in employee  compensation  and  benefits is
attributable  to decreased  deferred loan  origination  costs as a result of the
decrease  in  origination  volume  in 1997.  The  decrease  in  federal  deposit
insurance  premiums  is due to  the  lower  federal  deposit  insurance  premium
following recapitalization of the Savings Association Insurance Fund ("SAIF") in
1996.

Federal Income Taxes

The provision for federal income taxes decreased in the three months ended March
31, 1997 by $17,000,  or 2.8%.  This decrease is primarily  attributable  to the
non-taxable  increase in cash surrender value of life  insurance.  The effective
tax rates were 32.9% and 34.0% for the three month  periods ended March 31, 1997
and 1996, respectively.



                                      -14-
<PAGE>


                           Camco Financial Corporation


                                     PART II


ITEM 1. Legal Proceedings

               Not applicable

ITEM 2. Changes in Securities

               None

ITEM 3. Defaults Upon Senior Securities

               Not applicable

ITEM 4. Submission of Matters to a Vote of Security Holders

               Not applicable

ITEM 5. Other Materially Important Events

               None

ITEM 6. Exhibits and Reports on Form 8-K

               Exhibit 27:       Financial Data Schedule for the three month
                                 period ended March 31, 1997


                                      -15-
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:  5/13/97                  By: /s/Larry A. Caldwell
                                    ____________________________________________
                                       Larry A. Caldwell
                                       its President and Chief Executive Officer




Date:  5/13/97                  By: /s/Anthony J. Popp
                                    ____________________________________________
                                       Anthony J. Popp
                                       its Chief Financial Officer


                                      -16-

<TABLE> <S> <C>


<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          13,358
<INT-BEARING-DEPOSITS>                           1,495
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      6,160
<INVESTMENTS-CARRYING>                          32,975
<INVESTMENTS-MARKET>                            32,761
<LOANS>                                        394,532
<ALLOWANCE>                                      1,257
<TOTAL-ASSETS>                                 472,430
<DEPOSITS>                                     363,558
<SHORT-TERM>                                    56,131
<LIABILITIES-OTHER>                              6,952
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         3,063
<OTHER-SE>                                      42,726
<TOTAL-LIABILITIES-AND-EQUITY>                 472,430
<INTEREST-LOAN>                                  7,971
<INTEREST-INVEST>                                  636
<INTEREST-OTHER>                                   235
<INTEREST-TOTAL>                                 8,842
<INTEREST-DEPOSIT>                               4,100
<INTEREST-EXPENSE>                               4,947
<INTEREST-INCOME-NET>                            3,895
<LOAN-LOSSES>                                       48
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  2,785
<INCOME-PRETAX>                                  1,761
<INCOME-PRE-EXTRAORDINARY>                       1,761
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,181
<EPS-PRIMARY>                                      .39
<EPS-DILUTED>                                      .39
<YIELD-ACTUAL>                                    3.51
<LOANS-NON>                                      1,573
<LOANS-PAST>                                     1,544
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,247
<CHARGE-OFFS>                                       38
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                1,257
<ALLOWANCE-DOMESTIC>                               101
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          1,156
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission