<PAGE>
U.S. 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 quarterly period ended March 31, 1996
[ ] 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 0-14294
Great Falls Bancorp
(Exact name of small business issuer as specified in its charter)
NEW JERSEY 22-2545165
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
55 Union Boulevard, Totowa, New Jersey 07512
(Address of principal executive offices)
(201) 942-1111
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common stock $1.00 par
value - 1,709,949 shares at May 6, 1996.
Transition Small Business Disclosure Format (check one);
Yes No X
<PAGE>
GREAT FALLS BANCORP AND SUBSIDIARIES
Form 10-QSB
INDEX
PAGE(S)
PART I - FINANCIAL INFORMATION
Item 1-Financial Statements
Condensed Consolidated Statements of Condition
March 31, 1996 (unaudited) and December 31, 1995. . . 2
Condensed Consolidated Statements of Income
Three Months ended March 31, 1996
and 1995 (unaudited) . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows
Three Months ended March 31, 1996
and 1995 (unaudited) . . . . . . . . . . . . . . . 4
Notes to Condensed Consolidated Financial
Statements (unaudited) . . . . . . . . . . . . . 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . .7
PART II - OTHER INFORMATION
Items 1 through 6 . . . . . . . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1- Financial Statements
GREAT FALLS BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(in thousands, except share data)
<TABLE>
March 31,December 31,
1996 1995
(unaudited)
ASSETS <C> <C>
CASH AND DUE FROM BANKS
Non-interest-bearing $ 11,436 $ 11,471
FEDERAL FUNDS SOLD 5,075 17,575
Total cash and cash equivalents 16,511 29,046
DUE FROM BANKS - Interest-bearing 1,885 1,14
SECURITIES:
Available-for-sale, at fair value 47,151 47,835
Held-to-maturity, at amortized cost 40,180 36,151
87,331 83,986
LOANS (Net of unearned income) 128,000 131,439
Less - Allowance for possible loan losses 2,361 2,332
Net loans 125,639 129,107
PREMISES AND EQUIPMENT, net 2,972 3,082
OTHER REAL ESTATE 2,165 2,070
ACCRUED INTEREST RECEIVABLE 2,112 1,977
INTANGIBLE AND OTHER ASSETS 2,575 2,629
Total assets $241,190 $253,045
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Demand
Non-interest-bearing $48,082 $46,332
Interest-bearing 52,367 59,141
Savings 26,834 26,030
Time 82,777 91,263
Total deposits 210,060 222,766
ACCRUED INTEREST AND OTHER LIABILITIES 2,812 2,952
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 3,655 2,756
REDEEMABLE SUBORDINATED DEBENTURES 4,979 4,976
Total Liabilities 221,506 233,450
SHAREHOLDERS' EQUITY
Preferred stock, without par value:
1,000,000 shares authorized, none outstanding - -
Common Stock, par value $1 per share:
4,000,000 shares authorized, 1,709,949
and 1,709,451 shares outstanding 1,710 1,709
Additional paid-in capital 15,234 15,231
Retained earnings 2,465 2,102
Unrealized holding gain on
securities available-for-sale 275 553
Total shareholders' equity 19,684 19,595
Total liabilities and
shareholders' equity $241,190 $253,045
</TABLE>
(See notes to Condensed Consolidated Financial Statements)
<PAGE>
GREAT FALLS BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
<TABLE>
Three Months
Ended
March 31,
1996 1995
INTEREST INCOME <C> <C>
Interest on loans, including fees $3,028 $2,399
Interest on securities 1,354 872
Interest on Federal Funds
sold and deposits with banks 141 31
Total interest income 4,523 3,302
INTEREST EXPENSE
Interest on deposits 1,616 989
Interest on borrowings 153 157
Total interest expense 1,768 1,146
Net interest income 2,754 2,156
PROVISION FOR POSSIBLE LOAN LOSSES 90 65
Net interest income after
provision for possible loan losses 2,664 2,091
OTHER INCOME 746 282
OTHER EXPENSES
Salaries and employee benefits 1,100 731
Occupancy and equipment 530 252
Amortization of intangible
assets and organizational costs 30 28
Other operating expenses 990 749
Total other expenses 2,650 1,760
Income before income taxes 760 613
PROVISION FOR INCOME TAXES 278 224
Net Income $482 $389
WEIGHTED AVERAGE SHARES OUTSTANDING 1,926 1,526
NET INCOME PER SHARE * $0.25 $0.25
* In 1996, EPS includes the dilutive effect of stock purchase contracts
and stock options which were either anti-dilutive or non-significant
in the prior year.
</TABLE>
(See notes to Condensed Consolidated Financial Statements)
<PAGE>
GREAT FALLS BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
Three Months Ended
March 31
1996 1995
<C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 482 $ 389
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 302 126
Accretion of discount on securities, net (28) (7)
Realization of discount on securities sold (49) (36)
Provision for possible loan losses 90 61
Increase in accrued interest receivable (135) 12
Increase in other assets (41) (49)
Increase in accrued interest and other liabilities (140) 854
Net cash provided by operating activities 481 1,350
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-sale securities -
Purchases (1,903) (1,966)
Sales or maturities 2,278 2,993
Held-to-maturity securities -
Purchases (6,718) (2,895)
Maturities 2,689 2,253
Net decrease in interest-bearing
deposits with banks (737) (452)
Net (increase) in loans 3,378 (3,589)
Capital expenditure (110) (63)
Net cash used in investing activities (1,123) (3,719)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts (12,706) 5,596
Increase in securities sold under
the agreement to repurchase 899 (213)
Dividends paid (119) (77)
Other 33 -
Net cash provided by financing activities (11,893) 5,306
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (12,535) 2,937
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 29,046 8,052
CASH AND CASH EQUIVALENTS, END OF PERIOD $16,511 $10,989
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $1,725 $1,150
Income taxes 18 293
Loans reclassified from other
real estate back to loans - 370
</TABLE>
(See notes to Condensed Consolidated Financial Statements)
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the opinion of management, these unaudited condensed financial
statements contain all disclosures which are necessary to present fairly the
Corporation's consolidated financial position at March 31, 1996 and the
consolidated results of operations and cash flows for three months ended
March 31, 1996 and 1995. The financial statements include all adjustments
(consisting solely of normal recurring adjustments) which in the opinion of
management are necessary in order to present fairly the financial position
and results of operations for the interim periods. Certain information and
footnote disclosures normally included in financial statements under
generally accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission rules and regulations.
These financial statements should be read in conjunction with the annual
financial statements and notes thereto included in Form 10-KSB for the
fiscal year ended December 31, 1995.
DIVIDEND
During March 1996, the Corporation's Board of Directors declared a cash
dividend of 7 cents ($.07) per share payable on April 30, 1996 to
shareholders of record April 1, 1996. The financial information in this
report has been adjusted to reflect the dividends as of March 31, 1996.
ACQUISITIONS
Results of operations include the amounts of Bergen Commercial Bank (BCB)
which the Corporation acquired effective December 31, 1995, on a pooling of
interests basis, through an exchange of stock in which the Corporation
issued 629,298 shares. Results of operations for the first quarter of 1995
do not include amounts relating to the Corporation's acquisition of the
assets and liabilities of Family First Federal Savings Bank (the "Family
First Merger"), which occurred early in the second quarter of 1995 and was
accounted for using the purchase method of accounting.
<PAGE>
GREAT FALLS BANCORP AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis of the Corporation's consolidated
financial condition as of March 31, 1996 and results of operations for the
three-month period ended March 31, 1996 and 1995 should be read in
conjunction with the Condensed Consolidated Financial Statements and related
Notes thereto included in the Corporation's latest Annual Report on
Form 10-KSB and the other information herein. The information as of
March 31, 1996 and for the three-month periods ended March 31, 1996 and
1995 is derived from unaudited financial data but, in the opinion of
management of the Corporation, reflects all adjustments (consisting solely
of normal recurring adjustments) necessary for a fair presentation of the
financial condition and results of operations at those dates and for those
periods. The term "Corporation" as used herein refers to Great Falls
Bancorp and subsidiaries and the term "Subsidiary Banks" as used herein
refers to Great Falls Bank and Bergen Commercial Bank.
A. Financial Condition: March 31, 1996 and December 31, 1995
At March 31, 1996, the Corporation's total assets were $241,190, a decrease
of $11,855 or 4.7% compared to the amount reported at December 31, 1995.
Federal funds sold decreased by $12,500 or 71.1% and net loans decreased by
$3,468 or 2.7%. Conversely, investment securities increased by $3,345 or
4.0%.
Most of the proceeds from the decline in federal funds sold were used to
fund the decline in deposits.
Investment Securities
Investment securities totaled $87.3 million at March 31, 1996, an increase
of $3.3 million or 4.0% compared to the amount reported at December 31,
1995. Within the investment securities portfolio, the majority of the
increase occurred in mortgage-backed securities. Management reviews the
investment portfolio continually to achieve maximum yields without having
to sacrifice the quality of the investments. Of the total at March 31, 1996,
54.1% of the investments are in U.S. Government obligations, 39.7% in U.S.
Government agency obligations and the balance in municipal and other equity
securities.
Under the requirements of Statement of Accounting Standard No.115, effective
January 1, 1994 the Corporation segregated its investment portfolio into
held to maturity and available for sale. At March 31, 1996, based on the
fair market value of its available for sale portfolio, the Corporation
recorded the difference between the unamortized cost and the fair market
value as an unrealized loss in the amount of $275,000 net of taxes, as a
component of shareholders' equity. This was a decrease of $278 from the
$553 amount recorded at December 31, 1995.
<PAGE>
Loan Portfolio
The Corporation's loan portfolio net of allowance for possible loan losses
at March 31, 1996 totaled $126.6 million, a decrease of $3.5 million or
2.7%, compared to the amount reported at December 31, 1995. The decline is
primarily due to loan maturities.
Other Real Estate
As of March 31, 1996, other real estate totaled $2.2 million, an increase
of $95,000 or 4.5% when compared to the amount reported at December 31,
1995.
Deposits
Total deposits at March 31, 1996 were $210.1 million, a decline of $12.7
million or 5.7% relative to the amount reported at December 31, 1995. Of
the total decrease, time deposits decreased by $8.4 million or 9.3%
primarily due to the maturities of the same. Interest bearing demand
deposits decreased by $6.8 million or 11.4% primarily due to the runoff of
deposits. The total decline was offset in part by increases in non-interest
bearing demand deposits of $1.7 million or 3.6% and savings deposit of
$804,000 or 3.1%.
Liquidity
The Corporation maintains a liquidity position which it considers adequate
to provide funds to meet loan demand or the possible outflow of deposits.
It actively manages its liquidity position under the direction of the Bank's
Asset and Liability Management Committee. At March 31, 1996, sources of
liquidity include $13.3 million in cash and due from banks, $5.1 million in
federal funds sold and investment securities available for sale of $47.1
million.
Capital Adequacy and Regulatory Matters
The Corporation is subject to regulation by the Board of Governors of the
Federal Reserve System (Federal Reserve Board). The Subsidiary Banks are
subject to regulation by both the Federal Deposit Insurance Corporation
(FDIC) and the New Jersey Department of Banking (Department). Such
regulators have promulgated regulations which require the Corporation and
the Subsidiary Banks to maintain certain capital ratios. The following
table sets forth selected regulatory capital ratios for the Corporation and
the Subsidiary Banks and the required regulatory ratios at March 31, 1996:
<TABLE> Great Falls Great Falls Bergen
Bancorp Bank Commercial Bank
<C> <C> <C>
Tier I leverage ratio 7.72% 6.80% 9.61%
Tier I core capital ratio 7.79% 6.79% 9.91%
Tier I risk-based capital ratio 13.27% 12.70% 12.02%
Tier I and Tier II risk-based
capital ratio 18.20% 13.96% 13.04%
</TABLE>
<PAGE>
Asset Quality
The Corporation seeks to manage credit risk through diversification of its
loan portfolio and the application of policies and procedures designed to
foster sound underwriting and credit monitoring policies. Over the last
several years management has devoted increased resources to its lending
department to remediate problem assets and improve loan review procedures.
The senior lending officer is charged with monitoring asset quality,
establishing credit policies and procedures and seeking consistent
applications of these procedures.
The Corporation's lending is concentrated in its local market area. Its
non-performing loans primarily were made to the Corporation's customers who
operated in northeastern New Jersey. The degree of risk inherent in all of
the Corporation's lending activities is influenced heavily by general
economic conditions in the immediate market area. Among the factors which
tend to increase or decrease portfolio risk are changes in local or regional
real estate values, income levels and energy prices. These factors, coupled
with levels of unemployment, tax rates, governmental actions and market
conditions affecting the demand for credit among qualified borrowers, are
also important determinants of the risk inherent in the Corporation's
lending.
General economic conditions in the State of New Jersey have improved over
the past year. Interest rates have decreased, due in part to action by the
Federal Reserve Board, however, the general real estate interest rates have
shown an upward trend and real estate values and employment levels are
fairly stable and in some cases have shown an upward movement.
The components of nonperforming assets are delinquent loans, nonperforming
assets and renegotiated loans. Each component is discussed in greater
detail below. Nonperforming assets consist of nonaccrual loans, accruing
loans past due 90 days or more delinquent, and ORE. It is the Corporation's
policy to place a loan on nonaccrual status when, in the opinion of
management, the ultimate collectibility of the principal or interest on the
loan becomes doubtful. As a general rule, a commercial loan or real estate
loan more than 90 days past due with respect to principal or interest is
classified as a nonaccrual loan. Installment loans generally are not placed
on nonaccrual status but, instead, are charged off at 90 days past due,
except where the loans are secured and foreclosure proceedings have
commenced.
Loans are considered renegotiated if, for economic or legal reasons, a
concession has been granted to the borrower related to the borrower's
financial difficulties that the creditor would not otherwise consider. The
Corporation has renegotiated certain loans in instances where a
determination was made that greater economic value will be realized under
new terms than through foreclosure, liquidation, or other disposition. ORE
includes both loan collateral that has been formally repossessed and
collateral that is in the Corporation's possession and under its control
without legal transfer of title.
At the time of classification as ORE, loans are reduced to the fair value
of the collateral (if less than the loan receivable) by charge-offs against
the allowance for possible loan losses. ORE is carried on the books at the
lower of cost or fair value, less estimated costs to sell. Subsequent
valuation adjustments to the fair value of the collateral are charged or
credited to current operations.
The following table sets forth the composition of the Corporation's
nonperforming assets and related asset quality ratios as of the dates
indicated. All of such assets were domestic assets since the Corporation
had no foreign loans.
<TABLE>
March 31, December 31,
1996 1995
<C> <C>
Non-accruing loans $1,485 $ 1,422
Renegotiated loans 1,077 517
Total non-performing loans $2,562 $ 1,939
Loans past due 90 days and accruing 1,381 1,125
Other real estate 2,165 2,070
Total non-performing assets $ 6,108 $ 5,134
Asset Quality Ratios
Non-performing loans to total gross loans 2.00% 1.47%
Non-performing assets to total gross loans 4.76% 3.80%
Non-performing assets to total assets 2.53% 2.03%
Allowance for possible loan losses to
non-performing loans 92.15% 120.27%
Allowance for possible loan losses to gross
loans 1.84% 2.28%
</TABLE>
During the three months ended March 31, 1996, gross interest income of
$67,000 would have been recorded on loans accounted for on a nonaccrual
basis if the loans had been current throughout the period. No interest was
included on such loans during such period. The Corporation had no
restructured loans during this period.
Impaired Loans - In accordance with SFAS No. 114, the Corporation utilizes
the following information when measuring its allowance for possible loan
losses. A loan is considered impaired when it is probable that the bank
will be unable to collect all amounts due according to the contractual terms
of the loan agreement. These loans consist primarily of non-accrual loans
but may include performing loans to the extent that situations arise which
would reduce the probability of collection in accordance with contractual
terms. As of March 31, 1996 the Corporation's recorded investment in
impaired loans and the related valuation allowance calculated under SFAS No.
114 are as follows:
<PAGE>
<TABLE>
Recorded Valuation
Investment Allowance
(in thousands)
<C> <C>
Impaired loans -
Valuation allowance required $2,473 $ 745
No valuation allowance required 495 -
Total impaired loans $2,967 $ 745
</TABLE>
This valuation allowance is included in the allowance for possible loan
losses on the Corporation's statement of condition.
The average recorded investment in impaired loans for the three-month period
ended March 31, 1996 was $2.2 million.
Interest payments received on impaired loans are recorded as interest income
unless collection of the remaining recorded investment is doubtful in which
event payments received are recorded as reductions of principal. The
Corporation recognized interest income on impaired loans of $56,000 for the
three-month period ended March 31, 1996.
Analysis of the Allowance For Possible Loan Losses
The allowance for possible loan losses is determined by management based
upon its evaluation of the known, as well as the inherent, risks within the
Corporation's loan portfolio, and is maintained at a level considered
adequate to provide for potential loan losses. The allowance for possible
loan losses is increased by provisions charged to expense and recoveries of
prior charge-offs, and is reduced by charge-offs. In establishing the
allowance for possible loan losses, management considers, among other
factors, previous loss experience, the performance of individual loans in
relation to contract terms, the size of particular loans, the risk
characteristics of the loan portfolio generally, the current status and
credit standing of borrowers, management's judgment as to prevailing and
anticipated real estate values, other economic conditions in the
Corporation's market, and other factors affecting credit quality.
Management believes the allowance for possible loan losses at March 31, 1996
of $2.4 million or 92.15% of nonperforming loans, was adequate.
The Corporation's management continues to actively monitor the Corporation's
asset quality and to charge off loans against the allowance for possible
loan losses as it deems appropriate. Although management believes it uses
the best information available to make determinations with respect to the
allowance for possible loan losses, future adjustments may be necessary if
economic conditions differ substantially from the assumptions used in making
the initial determinations.
At March 31, 1996, the allowance for possible loan losses increased by $29
over the amount recorded at December 31, 1995. The following table
represents transactions affecting the allowance for possible loan losses
during the three-month period ended March 31, 1996.
(in thousands)
Balance at beginning of period, December 31, 1995 $2,332
Charge-offs:
Commercial, financial and agricultural 69
Real estate--mortgage -
Installment loans to individuals 7
76
Recoveries:
Commercial, financial and agricultural 8
Real estate--mortgage 3
Installment loans to individuals 4
15
Net charge-offs 61
Provision charged to operations
during the three-month period 90
Balance at end of period, March 31, 1996 $2,361
Ratio of net charge-offs during the
three-month period to average loans
outstanding during that period 0.05%
Allocation of the Allowance for Possible Loan Losses
The following table sets forth the allocation of the allowance for possible
loan losses by loan category amounts (dollars in thousands), the percent of
loans in each category to total loans in the allowance, and the percent of
loans in each category to total loans, at March 31, 1996.
<TABLE>
Balance at March 31, 1996
applicable to:
Percent of
Loans in each
Percent of category to
Amount Allowance total loans
<C> <C> <C>
Commercial, financial
and agricultural $1,139 48% 41%
Real estate--mortgage 757 32% 38%
Installment loans
to individuals 307 13% 21%
Unallocated 158 7% n.a.
Total $2,361 100% 100%
</TABLE>
<PAGE>
Management has determined from continued evaluation of the various elements
of the loan portfolio, previous charge-off experience, collateral evaluation
and borrower's credit histories, that different risks are associated with
each loan category. Accordingly, management has assigned general reserve
percentages within each loan category, in addition to specific reserves
allocated to individual loans within each category.
<PAGE>
B. Results of Operations: Three-Months ended March 31, 1996
General. The Corporation's results of operations are dependent primarily
on its net interest and dividend income, which is the difference between
interest earned on its loans and investments and the interest paid on
interest-bearing liabilities. The Corporation's net income is also affected
by the generation of noninterest income, which primarily consists of service
fees on deposit accounts and other income. Net interest income is
determined by (i) the difference between yields earned on interest-earning
assets and rates paid on interest-bearing liabilities ("interest rate
spread") and (ii) the relative amounts of interest-earning assets and
interest-bearing liabilities. The Corporation's interest rate spread is
affected by regulatory, economic and competitive factors that influence
interest rates, loan demand and deposit flows and general levels of
nonperforming assets. In addition, net income is affected by the level of
operating expenses and establishment of loan loss reserves and ORE reserves.
The operations of the Corporation and the entire banking industry are
significantly affected by prevailing economic conditions, competition and
the monetary and fiscal policies of governmental agencies. Lending
activities are influenced by the demand for and supply of real estate,
competition among lenders, the level of interest rates and the availability
of funds. Deposit flows and costs of funds are influenced by prevailing
market rates of interest, primarily on competing investments, account
maturities and the levels of personal income and savings in the market area.
Three Months Ended March 31, 1996. The Corporation's net income was
$482,000 for the three months ended March 31, 1996, an increase of $93,000
or 23.9% over the first three months of 1995.
The $1.2 million increase in total interest income during the three months
ended March 31, 1996 relative to the comparable period in 1995 was
attributable primarily to the increase in income-yielding assets resulting
from the Family First Merger. The $464,000 increase in other income, from
$282,000 in the first quarter of 1995 to $746,000 for the comparable period
in 1996, also contributed to the increase in net income. This increase in
other income is direct result of increase in service charges on deposits
accounts due to the acquisition of Family First coupled with an increase in
fee income generated from merchant card processing.
The $622,000 increase in total interest expense during the first three
months of 1996 relative to the first three months of 1995 resulted primarily
from the increase in deposits resulting from the Family First Merger. The
$890,000 increase in other expenses during the first three months of 1996
compared to the comparable period in 1995 was mainly attributable to
increases of $369,000 in salaries and employee benefits, $278,000 in
occupancy and equipment expense and $241,000 in other operating expense, the
majority of which is attributable to the Family First Merger.
The provision for possible loan losses for the three months ended March 31,
1996 was $90,000 compared to $65,000 during the first three months of the
prior year. Management increased the provision primarily as a result of the
increase in its loan portfolio resulting from the Family First Merger.
<PAGE>
Some Specific Factors Affecting Future Results of Operations
Although future movement of interest rates cannot be predicted with
certainty, the interest rate sensitivity of the Corporation's assets and
liabilities are such that a decline in interest rates during the next few
months would have a favorable impact on the Corporation's results of
operations. However, because overall future performance is dependent on
many other factors, past performance is not necessarily an indication of
future results and there can be no guarantee regarding future overall
results of operations.
Earnings Per Share Computation
The Corporation's reported earnings per share of $0.25 per share for the
three-month period ended March 31, 1996 takes into account the dilutive
effect of the Corporation's outstanding common stock equivalents, namely
stock options and mandatory stock purchase contracts.
The dilution results from the calculation of adjustments to both the number
of weighted average shares outstanding and the Corporation's net income for
the three-month period ended March 31, 1996. The effect of these common
stock equivalents was either not significant or anti-dilutive for the
three-month period ended March 31, 1995.
<PAGE>
GREAT FALLS BANCORP AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Corporation and its subsidiaries are parties in the ordinary course of
business to litigation involving collection matters, contract claims and
other miscellaneous causes of action arising from their business.
Management does not consider that any such proceedings depart from usual
routine litigation and in its judgement, neither the Corporation's
consolidated financial position nor its results of operations will be
affected materially by any present proceedings.
Item 2 - Changes in Securities
None.
Item 3 - Default Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
The Corporation's annual meeting of stockholders (the "1996 Annual Meeting")
was held on April 30, 1996. The following actions were taken at the 1996
Annual Meeting:
1. Election of Directors. In accordance with the nominations described in
the Corporation's definitive Proxy Statement dated April 1, 1996 (the "1996
Proxy Statement"), previously filed with the Commission, one of the
nominees, Mr. Anthony M. Bruno, Jr., was elected for a two-year term
expiring in 1998, and the other four nominees, namely Messrs. C. Mark
Campbell, Joseph A. Lobosco, John L. Soldoveri and Charles J. Volpe, were
elected at the 1996 Annual Meeting as Directors for three-year terms
expiring in 1999, and until the election and qualification of their
respective successors. The voting was as follows:
Name of Nominee Votes For Votes Withheld
Anthony M. Bruno, Jr. 1,311,164 15,174
C. Mark Campbell 1,310,795 15,543
Joseph A. Lobosco 1,310,008 16,330
John L. Soldoveri 1,311,164 15,174
Charles J. Volpe 1,310,795 15,543
The names of the other Directors of the Corporation whose terms of office
as Director continued after the 1996 Annual Meeting (and the year in which
their respective terms will expire) are as follows: Marino A. Bramante
(1997), Robert J. Conklin (1997), William T. Ferguson (1997), George E.
Irwin (1998) and Alfred R. Urbano (1998).
2. Amendment Changing Corporate Name. The proposal to amend the
Corporation's Certificate of Incorporation to change its corporate name to
"Greater Community Bancorp" was approved by a majority of the votes cast at
the 1996 Annual Meeting. The voting on this amendment was as follows:
For: 1,317,219
Against: 4,064
Abstain: 5,055
Broker Non-Votes: 0
The Corporation expects the name change to become effective later in May,
1996.
3. Amendment Increasing Authorized Common Stock. The proposal to amend the
Corporation's Certificate of Incorporation to increase the authorized common
stock from 4 million shares to 10 million shares was approved by a majority
of the votes cast at the 1996 Annual Meeting. The voting on this amendment
was as follows:
For: 1,300,048
Against: 13,561
Abstain: 12,729
Broker Non-Votes: 0
4. Adoption of the 1996 Employee Stock Option Plan. The proposal to adopt
the Great Falls Bancorp 1996 Employee Stock Option Plan (the "Employee
Plan") was approved by a majority of the votes cast at the 1996 Annual
Meeting. A copy of the Employee Plan was previously filed with the
Commission as Appendix A on pages A-1 through A-12, inclusive, of the 1996
Proxy Statement. The voting on the Employee Plan was as follows:
For: 1,014,717
Against: 50,779
Abstain: 20,231
Broker Non-Votes: 240,611
As a result of such shareholder approval of the Employee Plan, the
Corporation's 1998 Nonstatutory Stock Option Plan (the "1988 Plan") has been
terminated. Accordingly, no further options may be granted under the 1998
Plan, and shares previously reserved for issuance pursuant to the exercise
of options not yet granted under the 1998 Plan are no longer reserved.
Presently outstanding options previously granted under the 1998 Plan remain
valid and enforceable.
5. Adoption of the 1996 Stock Option Plan for Nonemployee Directors. The
proposal to adopt the Great Falls Bancorp 1996 Stock Option Plan for
Nonemployee Directors (the "Director Plan") was approved by a majority of
the votes cast at the 1996 Annual Meeting. A copy of the Director Plan was
previously filed with the Commission, as Appendix B on pages B-1 through
B-8, inclusive, of the 1996 Proxy Statement. The voting on the Director
Plan was as follows:
For: 985,802
Against: 76,284
Abstain: 23,681
Broker Non-Votes: 240,571
<PAGE>
Item 5 - Other information
None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibit is filed with this Report:
Exhibit No. Description
3.1 Certificate of Amendment to Certificate
of Incorporation of Great Falls Bancorp
to be titled with the New Jersey
Secretary of State during the second
quarter of 1996.
(b) Reports on Form 8-K. Two reports on Form 8-K were filed during the
quarter ended March 31, 1996, as follows:
1. On January 16, 1996, the Corporation filed Form 8-K reporting the
consummation of the acquisition of the stock of Bergen Commercial Bank
effective as of the close of business on December 31, 1995.
2. On March 15, 1996, the Corporation filed Form 8-K/A amending the Form
8-K referred to above reporting the consummation of the acquisition of the
stock of Bergen Commercial Bank effective December 31, 1995.
This Form 8-K/A (a) incorporated by reference certain previously filed
financial statements of Bergen Commercial Bank and (b) included certain
pro forma financial statements of the Corporation and Bergen
Commercial Bank.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GREAT FALLS BANCORP
(Registrant)
Date: May 14, 1996 By:/S/ Naqi A. Naqvi
Naqi A. Naqvi, Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1995
<CASH> 11436
<INT-BEARING-DEPOSITS> 1885
<FED-FUNDS-SOLD> 5075
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 47151
<INVESTMENTS-CARRYING> 40180
<INVESTMENTS-MARKET> 39899
<LOANS> 128297
<ALLOWANCE> (2361)
<TOTAL-ASSETS> 241190
<DEPOSITS> 210600
<SHORT-TERM> 0
<LIABILITIES-OTHER> 6467
<LONG-TERM> 4979
<COMMON> 1710
0
0
<OTHER-SE> 17974
<TOTAL-LIABILITIES-AND-EQUITY> 241190
<INTEREST-LOAN> 3028
<INTEREST-INVEST> 1354
<INTEREST-OTHER> 141
<INTEREST-TOTAL> 4523
<INTEREST-DEPOSIT> 1616
<INTEREST-EXPENSE> 1768
<INTEREST-INCOME-NET> 2754
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2650
<INCOME-PRETAX> 760
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 482
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
<YIELD-ACTUAL> 0
<LOANS-NON> 1485
<LOANS-PAST> 1381
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2332
<CHARGE-OFFS> 76
<RECOVERIES> 15
<ALLOWANCE-CLOSE> 2361
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
GREAT FALLS BANCORP
TO: Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4)(f) and
Section 14A:9-4(3), Corporations, General, of the New Jersey
Statutes, the undersigned corporation executes the following
Certificate of Amendment of Certificate of Incorporation:
1. The name of the corporation is GREAT FALLS BANCORP.
2. Paragraph 1 of the corporation's Certificate of
Incorporation is amended in its entirety to read as follows:
"3. The name of the corporation is GREATER
COMMUNITY BANCORP."
4. Paragraph 3(a) of the corporation's Certificate of
Incorporation is amended in its entirety to read as follows:
"3. (a) The total number of shares of stock
which the corporation shall have authority to issue is
Eleven Million (11,000,000) shares, consisting of (1) Ten
Million (10,000,000) shares of Common Stock, One Dollar
($1.00) par value per share, all of the same class
(hereinafter referred to as the "Common Stock"), and (2)
One Million (1,000,000) shares of preferred stock without
par value which may be divided into classes and into
series within any class or classes as determined by the
Board of Directors (hereinafter referred to as the
"Preferred Stock")."
5. The amendments were adopted by the shareholders of
the corporation on April 30, 1996.
6. The number of shares entitled to vote on the
amendments at the time of adoption was 1,709,451 shares of common
stock, all of the same class.
7. The numbers of shares voting for and against the
adoption of the respective amendments were as follows:
Subject of Number of Shares Number of Shares
Amendment Voted For Voted Against
Amendment to Change
Corporate Name
(paragraph 1) 1,317,219 4,064
Amendment to Increase
Authorized Common Stock
(paragraph 3(a)) 1,300,048 13,561
8. The amendments to the Certificate of Incorporation
are not intended to provide for an exchange, reclassification, or
cancellation of issued shares.
9. The amendments shall become effective upon the date
of filing in the office of the Secretary of State of New Jersey.
IN WITNESS WHEREOF, the corporation has executed this
Certificate of Amendment of Certificate of Incorporation on May
2 , 1996.
/s/ George E. Irwin
George E. Irwin, President
