UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
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: 0-27700
HBancorporation, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
37-1351506
(I.R.S. Employer identification No.)
619 12th Street, Lawrenceville, Illinois 62439
(Address of principal executive offices) (Zip Code)
(618) 943-2515
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing for the past 90
days. {X}Yes { }No
As of April 14, 1998, there were 390,600 shares of the Registrant's common stock
issued and outstanding.
Transitional Small Business Disclosure Format (Check One):
{ } Yes {X} No
<PAGE>
HBANCORPORATION, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial Condition at March 31, 1998 1
and June 30, 1997
Consolidated Statements of Income for the three and nine months
ended March 31, 1998 and 1997 2
Consolidated Statement of Changes in Stockholders' Equity for the 3
nine months ended March 31, 1998 and 1997
Consolidated Statements of Cash Flows for the three and nine months 4
ended March 31, 1998 and 1997
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial Condition 7-11
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings 11
Item 2. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
(Unaudited)
March 31, June 30,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and equivalents:
Cash $ 90,092 $ 357,424
Interest bearing deposits 1,605,313 1,292,870
------------ ------------
Total cash and cash equivalents 1,695,405 1,650,294
Certificates of deposit with other banks 66,579 164,730
Investments available for sale at fair value 1,716,738 1,098,227
Investments held to maturity at cost 1,022,753 1,024,461
Loans receivable, net 15,059,884 13,506,764
Federal Home Loan Bank stock at cost 87,500 66,000
Federal Reserve Bank stock at cost 67,800 67,800
Accrued interest receivable 168,923 167,308
Office property and equipment, net 44,954 39,153
Other assets 10,732 17,541
------------ ------------
Total Assets $ 19,941,268 $ 17,802,278
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Passbook savings $ 1,981,670 $ 1,940,931
Money market deposit accounts -0- 384,333
Certificates of deposit 7,337,518 6,282,479
Certificates of deposit $100,000 and over 1,590,370 635,853
------------ ------------
Total Deposits 10,909,558 9,243,596
Advances from FHLB 1,750,000 -0-
Other Liabilities: 422,599 275,157
------------ ------------
Total Liabilities 13,082,157 9,518,753
------------ ------------
Stockholders' Equity:
Common stock, $.01 par value, 2 million shares authorized,
390,600 issued and outstanding at March 31, 1998, and
491,420 issued and outstanding at June 30, 1997 4,933 4,933
Additional paid in capital 4,534,112 4,514,279
Retained earnings 4,138,354 4,015,104
Treasury stock at cost (1,661,068) (26,838)
Net unrealized appreciation on available-for-sale securities
net of tax of $111,500 at March 31, 1998 and
$78,500 at June 30, 1997 158,500 111,500
Unearned ESOP compensation (315,720) (335,453)
------------ ------------
Total Stockholders' Equity 6,859,111 8,283,525
------------ ------------
Total Liabilities and Stockholders' Equity $ 19,941,268 $ 17,802,278
============ ============
</TABLE>
See notes to consolidated financial statements.
-1-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
----------------------- -----------------------
(Unaudited) (Unaudited)
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans receivable $ 350,304 $ 287,036 $1,015,832 $ 814,854
Investments 70,501 68,755 224,338 264,119
---------- ---------- ---------- ----------
Total Interest Income 420,805 355,791 1,240,170 1,078,973
---------- ---------- ---------- ----------
INTEREST EXPENSE
Interest on deposits 129,246 111,171 368,788 338,529
Interest on FHLB advances 24,183 -0- 53,562 -0-
---------- ---------- ---------- ----------
Total Interest Expense 153,429 111,171 422,350 338,529
---------- ---------- ---------- ----------
Net Interest Income 267,376 244,620 817,820 740,444
Provision for Loan Losses -0- -0- -0- 5,000
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 267,376 244,620 817,820 735,444
---------- ---------- ---------- ----------
NONINTEREST INCOME
Customer service fees and other 5,580 2,868 26,982 5,234
---------- ---------- ---------- ----------
Total Noninterest Income 5,580 2,868 26,982 5,234
---------- ---------- ---------- ----------
NONINTEREST EXPENSES
General and administrative
Compensation and benefits 82,576 71,517 239,670 209,227
Occupancy and equipment 10,892 9,714 30,097 26,902
Deposit insurance premium 5,088 (1,347) 14,729 17,348
SAIF assessment fee -0- -0- -0- 62,144
Computer expense 5,307 5,337 13,675 16,382
Legal expense 7,603 6,000 37,290 40,785
Other 27,628 32,771 78,481 82,673
---------- ---------- ---------- ----------
Total Noninterest Expenses 139,094 123,992 413,942 455,461
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAX 133,862 123,496 430,860 285,217
Income Tax Expense 61,250 47,950 198,950 114,777
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 72,612 $ 75,546 $ 231,910 $ 170,440
========== ========== ========== ==========
Earnings per share:
Primary $ 0.19 $ 0.17 $ 0.56 $ 0.37
========== ========== ========== ==========
Fully Diluted $ 0.18 $ 0.17 $ 0.53 $ 0.37
========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Unrealized Unearned
Common Paid in Retained Treasury Gain (Loss) Compen- Total
Stock Capital Earnings Stock Securities sation Equity
--------- ----------- ----------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, June 30, 1996 $ 4,933 $ 4,505,471 $ 3,954,530 $ 0 $ 68,000 $ (374,918) $ 8,158,016
Net income for the nine months ended
March 31, 1997 0 0 170,440 0 0 0 170,440
Cash dividends 0 0 (118,395) 0 0 0 (118,395)
Change in net unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $57,500 0 0 0 0 13,500 0 13,500
Effect of contribution to fund ESOP 0 0 0 0 0 19,733 19,733
--------- ----------- ----------- ----------- --------- ---------- -----------
BALANCE, March 31, 1997 $ 4,933 $ 4,505,471 $ 4,006,575 $ 0 $ 81,500 $ (355,185) $ 8,243,294
========= =========== =========== =========== ========= ========== ===========
BALANCE, June 30, 1997 $ 4,933 $ 4,514,279 $ 4,015,104 $ (26,838) $ 111,500 $ (335,453) $ 8,283,525
Net income for the nine months ended
March 31, 1998 0 0 231,910 0 0 0 231,910
Cash dividends 0 0 (108,660) 0 0 0 (108,660)
Change in unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $111,500 0 0 0 0 47,000 0 47,000
Effect of contribution to fund ESOP 0 0 0 0 0 19,733 19,733
Effect of contribution to fund RRP 0 19,833 0 0 0 0 19,833
Purchase of treasury stock 0 0 0 (1,634,230) 0 0 (1,634,230)
--------- ----------- ----------- ----------- --------- ---------- -----------
BALANCE, March 31, 1998 $ 4,933 $ 4,534,112 $ 4,138,354 $(1,661,068) $ 158,500 $ (315,720) $ 6,859,111
========= =========== =========== =========== ========= ========== ===========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
-------------------------- --------------------------
(Unaudited) (Unaudited)
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 72,612 $ 75,546 $ 231,910 $ 170,440
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 3,521 2,887 9,587 8,055
Decrease (increase) in other assets (682) 844 6,809 9,204
(Increase) in interest receivable (9,290) (1,140) (1,615) (8,522)
Increase in other liabilities 52,359 52,841 147,442 186,069
Provision for loan loss -0- -0- -0- 5,000
----------- ----------- ----------- -----------
Cash provided by operating activities 118,520 130,978 394,133 370,246
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in certificates of deposit in other
financial institutions, net decrease -0- -0- 98,151 438,448
Purchase of Federal Home Loan Bank stock -0- -0- (21,500) -0-
Proceeds from maturities of investments
held to maturity 574 564 1,708 4,653
Proceeds from maturities of investments
available-for-sale 331,370 -0- 442,023 -0-
Purchases of investments available-for-sale -0- -0- (1,013,534) -0-
Purchase of fixed assets (10,690) (900) (15,388) (7,233)
Net (increase) decrease in loans (727,166) 90,585 (1,553,120) (2,530,262)
----------- ----------- ----------- -----------
Cash (used) by investing activities (405,912) 90,249 (2,061,660) (2,094,394)
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from FHLB -0- -0- 1,750,000 -0-
Payment of dividends (32,190) (39,465) (108,660) (118,395)
Allocation of ESOP shares -0- -0- 19,733 -0-
Allocation of RRP shares 6,769 -0- 19,833 -0-
Net increase (decrease) in demand deposits,
NOW accounts, savings accounts and
certificates of deposit 244,007 (74,515) 1,665,962 (212,517)
Purchases of treasury stock (288,000) -0- (1,634,230) -0-
----------- ----------- ----------- -----------
Cash provided (used) by financing activities (69,414) (113,980) 1,712,638 (330,912)
----------- ----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents (356,806) 107,247 45,111 (2,055,060)
Cash and Cash Equivalents at Beginning
of Period 2,052,211 1,690,849 1,650,294 3,853,156
----------- ----------- ----------- -----------
Cash and Cash Equivalents at End of Period $ 1,695,405 $ 1,798,096 $ 1,695,405 $ 1,798,096
=========== =========== =========== ===========
Cash paid for:
Interest $ 169,656 $ 112,893 $ 415,666 $ 337,277
=========== =========== =========== ===========
Income taxes $ 43,000 $ 45,000 $ 150,481 $ 37,418
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1997
NOTE 1 - BASIS OF PRESENTATION
The unaudited information for the quarters ended March 31, 1998 and 1997,
includes the results of operations of HBancorporation, Inc. (the "Company") and
its wholly owned subsidiary Heritage National Bank (the "Bank"). In the opinion
of management of the Company and the Bank, the financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the consolidated financial statements. These interim financial
statements should be read in conjunction with the Company's most recent annual
financial statements and footnotes included in the annual report of
HBancorporation, Inc. for the fiscal year ended June 30, 1997. The results of
the period presented are not necessarily representative of the results of
operations and cash flows which may be expected for the entire year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
the Bank. All significant inter-company balances and transactions have been
eliminated in consolidation.
NOTE 3 - STOCK CONVERSION
The Company issued 493,320 shares, $.01 par value common stock, for proceeds of
$4,510,404 net of expenses of approximately $423,000. The Bank converted from a
mutual savings association to a stock savings association and then to a national
bank immediately following the formation of the Company and received proceeds of
$2,255,202 in exchange for all its common stock. This transaction was accounted
for using the pooling of interests method. On April 1, 1996, the Company began
trading as a public company on the OTC Electronic Bulletin Board under the
symbol "HBIN".
Federal regulations require that, upon conversion from a mutual to stock form of
ownership, a "liquidation account" be established by restricting a portion of
net worth for the benefit of eligible savings account holders who maintain their
savings accounts with the Bank after conversion. In the event of complete
liquidation (and only in such event) each savings account holder who continues
to maintain his savings account shall be entitled to receive a distribution from
the liquidation account after payment of all creditors, but before any
liquidation distribution with respect to capital stock. This account will be
proportionately reduced for any subsequent reduction in such holders' savings
account. Federal regulations impose limitations on the payment of dividends and
other capital distributions, including, among others, that the Company may not
declare or pay a cash dividend on any of its capital stock if the effect thereof
would cause the Bank's capital to be reduced below the amount required for the
liquidation account or the capital requirements imposed by the Financial
Institutions Reform, Recovery, and Enforcement Act.
-5-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1997
NOTE 3 - STOCK CONVERSION,CONTINUED
Concurrent with the conversion, the board of directors approved the adoption of
the Company's Employee Stock Ownership Plan (the "ESOP"). The ESOP qualifies
under Sections 401(a) and 501(a) of the Internal Revenue Code, eligibility is
based on hours of service, date of hire, and age. Contributions to the ESOP are
determined by the board of directors, in the form of cash or the Company's
common stock. No employee contributions are accepted. Contributions are
allocated based on the ratio of the participant's compensation to total
compensation of all participants. Participant's account balances are fully
vested after five years of service.
NOTE 4 - EMPLOYEE BENEFIT AND STOCK OPTION PLANS
On April 28, 1997, the stockholders' approved the HBancporation, Inc.
Recognition and Retention Plan ("RRP"). The purpose of this plan is to provide
directors, officers and employees with a proprietary interest in the Company in
a manner designed to encourage such individuals to remain with the Company and
the Bank. The terms of each RRP will be identical, only the participants and the
number of shares awarded to each participant vary. Eligible directors, officers
and other key employees of the Company will earn (i.e., become vested in) shares
of common stock covered by the award at a rate not to exceed 20% per year, with
the first installment vesting April 28, 1997.
On April 28, 1997, the stockholders approved the HBancorporation, Inc. 1997
Stock Option and Incentive Plan. Pursuant to the Stock Option Plan, the Company
will reserve for issuance thereunder either from authorized but unissued shares
or from issued shares reacquired and held as treasury shares, 59,198 shares of
Common Stock (12.0% of the Company's current shares outstanding). Management
currently intends, to the extent practicable and feasible, to fund the Stock
Option Plan from issued shares reacquired by the Company in the open market.
Awards under the plan may be in the form of stock options, stock appreciation
rights or limited stock appreciation rights. Awards made under the plan vest at
a rate of one-fifth of the initial award per year, subject to the participant
maintaining continuous service since the date of grant.
NOTE 5 - EARNINGS PER SHARE
Primary earnings per share amounts for the nine months ended March 31, 1998 and
1997 are computed based on the weighted-average number of shares of actually
outstanding, 410,917 in 1998 and 455,836 in 1997. Fully diluted earnings per
share amounts are based on an increased number of shares that would be
outstanding assuming exercise of the stock options and RRP awards. The number of
shares used in the computations of fully diluted earnings per share for the nine
months ended March 31, 1998 and 1997 were 440,713 and 455,836, respectively.
-6-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
General
The Company is incorporated under the laws of Delaware and is generally
authorized to engage in any activity that is permitted for a bank holding
company under federal banking law. The Company owns all the stock of the Bank.
The Company had not engaged in any material operations at March 31, 1998, and
had no significant assets other than its equity investment in the Bank's stock,
cash, investments, and a loan to the Company's ESOP.
Established in 1935, the Bank (formerly named Lawrenceville Federal Savings and
Loan Association) is a community-oriented financial institution offering a
variety of financial services to meet the needs of the communities it serves.
The Bank's primary market area covers Lawrence County, Illinois, and Knox
County, Indiana. The Bank attracts deposits from the general public and uses
such deposits, together with borrowings and other funds, to originate one to
four family residential mortgages, commercial business loans, consumer loans,
and finance leases. The Bank also invests in U.S. government and agency
obligations and may invest in other permissible investments.
The Bank's results of operations are primarily dependent upon its net interest
income, which is the difference between interest earned on loans and investments
and interest paid on deposits and other borrowed funds. Net interest income is
directly affected by the relative amounts of interest earning assets and
interest bearing liabilities and the interest rates earned or paid on such
amounts. The Bank's results of operations are also affected by the provision for
loan losses and the level of noninterest income and expenses. Noninterest income
consists primarily of service charges. Noninterest expense includes salaries and
employee benefits, occupancy expenses, federal deposit insurance premiums, data
processing expenses, and other operating expenses.
The operating results of the Bank are also affected by general economic
conditions, the monetary and fiscal policies of federal agencies, and the
policies of agencies that regulate financial institutions. The Bank's cost of
funds is influenced by interest rates on competing investments and general
market rates of interest. Lending activities are influenced by the demand for
real estate loans and other types of loans, which in turn is affected by the
rates of interest at which loans are offered, general economic conditions
affecting loan demand, and the availability of funds for lending activities.
Financial Condition
For the nine months ended December 31, 1998, total assets increased
approximately $2.1 million from $17.8 million to $19.9 million. Assets increased
as a result of an increase in cash, investments, and loans receivable. Deposits
increased by approximately $1.7 million to $10.9 million at March 31, 1998, from
$9.2 million at June 30, 1997. Management believes the increase in deposits
stems from the Company offering higher rates over its competitors. For the nine
months ended March 31, 1998, total stockholders' equity decreased approximately
$1.4 million from $8.3 million to $6.9 million. The decrease was primarily due
to the purchase of treasury stock and payment of dividends offset by net income.
-7-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Results of Operations:
Comparison of the three months ended March 31, 1998 and 1997.
General. Net income decreased to $73,000 for the three months ended March 31,
1998, compared to $76,000 for the same period in 1997. The decrease was
primarily due to increases in interest expense and noninterest expense.
Interest Income. Total interest income increased by $65,000 or 18.3% to $421,000
for the three months ended March 31, 1998, compared to the same period last
year. Income from loans grew by $63,000 for the three months. Investment income
increased by $2,000 for the three months due primarily to higher amount of
investments at a slightly higher interest rate.
Interest Expense. Total interest expense increased by $42,000 for the three
months ended March 31, 1998, to $153,000 compared to $111,000 in the previous
three month period. The increase was primarily due to interest on FHLB advances.
Net Interest Income. Net interest income before provision for loan losses
increased $23,000 or 1.2% from $244,000 to $267,000 for the recent three month
period compared to the same period a year ago, respectively.
Nonperforming Assets and Provisions for Loan Losses. The provision for loan
losses is a result of management's periodic analysis of the adequacy of the
Bank's allowance for loan losses. During the three month periods ended March 31,
1998 and 1997, the Bank made no addition to the allowance for loan losses. The
Bank continues to monitor and adjust its allowance for loan losses as
management's analysis of its loan portfolio and economic conditions dictate.
Noninterest Income. Noninterest income was $6,000 for the three month period
ended March 31, 1998, compared to $3,000 for the same period in 1997. This
increase is primarily due to loan fees and fees for issuing travelers' checks
and service charges on checking accounts.
Noninterest Expense. For the three months ended March 31, 1998, the total
noninterest expense was $139,000 compared to $124,000 for the same three months
in 1997. This increase is due to contributions to the ESOP and costs associated
with the RRP offset by lower professional fees.
Income Tax Expense. Income tax expense increased to $61,000 during the most
recent three months compared to $48,000 for the same period a year ago. Higher
taxes were the result of filing separate tax returns for the Bank and the
holding company, and preparing consolidated financial statements.
Comparison of the nine months ended March 31, 1998 and 1997.
General. Net income increased to $232,000 for the nine months ended March 31,
1998, compared to $170,000 for the same period in 1997. The increase was
primarily due to a $77,000 increase in net interest income, and lower deposit
insurance premiums, offset by contributions to the ESOP and RRP.
-8-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Interest Income. Total interest income increased by $161,000 or 14.9% to
$1,240,000 for the nine months ended March 31, 1998, compared to the same period
last year. Income from loans increased by $201,000 for the nine months.
Investment income decreased by $40,000 for the nine months due primarily to
lower amount of investments at a slightly lower interest rate.
Interest Expense. Total interest expense increased by $84,000 for the nine
months ended March 31, 1998, to $422,000 compared to $338,000 in the previous
nine month period. The increase was primarily due to interest on FHLB advances.
Net Interest Income. Net interest income before provisions for loan losses
increased $77,000 or 10.4% from $740,000 to $818,000 for the recent nine month
period compared to the same period a year ago, respectively.
Nonperforming Assets and Provisions for Loan Losses. The provision for loan
losses is a result of management's periodic analysis of the adequacy of the
Bank's allowance for loan losses. During the nine month period ended March 31,
1998 the Bank made no addition to the allowance for loan losses, and recorded a
provision of $5,000 for the same period in 1997. The Bank continues to monitor
and adjust its allowance for loan losses as management's analysis of its loan
portfolio and economic conditions dictate. The Bank believes it has taken an
appropriate approach toward reserve levels, consistent with the Bank's loan
portfolio, the level of the Bank's allowance for loan losses and any change in
the related ratio of the allowance for loan losses to nonperforming loans are
dependent upon the economy, changes in real estate values and interest rates.
Because the Bank has historically experienced low loan losses, management also
considers the loss experience of similar portfolios in comparable lending
markets. In addition, federal regulators may require additional reserves as a
result of their examination of the Bank. Accordingly, the calculation of the
adequacy of the allowance for loan losses is not based directly on the level of
nonperforming assets. The allowance for loan losses reflects what the Bank
currently believes is an adequate level of resources, although there can be no
assurance that future losses will not exceed the estimated amounts, thereby
adversely affecting future results of operations. As of March 31, 1998 and June
30, 1997, the Bank's allowance for loan losses was $128,000.
The Bank had no nonperforming assets at March 31, 1998 or June 30, 1997. There
was no foreclosed real estate owned by the Bank at March 31, 1998 or June 30,
1997.
Noninterest Income. Noninterest income was $27,000 for the nine month period
ended March 31, 1998, compared to $5,000 for the same period in 1997. This
increase is primarily due to loan fees and fees for issuing traveler's checks
and service charges on checking accounts.
Noninterest Expense. For the nine months ended March 31, 1998, the total
noninterest expense was $414,000 compared to $456,000 for the same nine months
in 1997. Compensation and benefits have increased approximately $30,000 as a
result of contributions to the ESOP,. costs associated with the RRP and the
cashout of a deceased director's stock options. Deposit insurance premiums
decreased approximately $65,000 for the nine months ended March 31, 1998,
compared with the same period in 1997. This decrease is primarily due to a
one-time FDIC assessment fee to recapitalize the SAIF insurance fund.
Income Tax Expense. Income tax expense increased to $199,000 during the most
recent nine months compared to $115,000 for the same period a year ago. Higher
taxes were the result of filing separate tax returns for the bank and the
holding company, and preparing consolidated financial statements.
-9-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Capital Requirements. The Company's main sources of funds are deposits and loan
and investment repayments. Other potential sources would include borrowings from
the Federal Home Loan Bank of Chicago (FHLB). As a national bank, the Bank is
not subject to any prescribed liquidity requirement.
The Bank uses its capital resources to meet ongoing commitments, to fund
maturing certificates of deposit and deposit withdrawals, to invest, to fund
existing and future loan commitments, to maintain liquidity, and to meet
operating expenses. The company anticipates it will have sufficient funds to
meet current loan commitments. At March 31, 1998, the Bank had no outstanding
commitments to extend credit. Management believes loan repayments and other
sources of funds will be adequate to meet the Bank's foreseeable liquidity
needs. FHLB advances could be used to take advantage of investment
opportunities, but are not relied upon in the regular course of business.
The Bank is required to maintain specific amounts of regulatory capital pursuant
to federal regulations. The table below presents the capital position at March
31, 1998 relative to the regulatory capital requirements for the Bank.
Amount
(in thousands)
--------------
Tier 1 Capital $6,141
Tier 1 Capital Requirement 593
------
Excess $5,548
======
Total Risk-Based Capital $6,269
Risk-Based Capital Requirement 1,151
------
Excess $5,118
======
-10-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Company or
the Bank is a party or of which any of their property is
subject. From time-to-time, the Bank is a party to legal
proceedings incident to its business.
Item 2. Exhibits and Reports on Form 8-K
None
-11-
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
HBANCORPORATION, INC.
Registrant
Date: April 14, 1998 /s/ Kevin J. Kavanaugh
-----------------------
Kevin J. Kavanaugh, President and Chief
Executive Officer
Date: April 14, 1998 /s/ Cleora Gillespie
-----------------------
Cleora Gillespie, Secretary and Treasurer
-12-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY
REPORT ON FORM 10-QSB FOR THE FISCAL QUARTER ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-END> Mar-31-1998
<CASH> 90,092
<INT-BEARING-DEPOSITS> 1,380,313
<FED-FUNDS-SOLD> 225,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,716,738
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 1,022,753
<LOANS> 15,059,884
<ALLOWANCE> (128,417)
<TOTAL-ASSETS> 19,941,268
<DEPOSITS> 10,909,558
<SHORT-TERM> 1,750,000
<LIABILITIES-OTHER> 422,599
<LONG-TERM> 0
<COMMON> 4,933
0
0
<OTHER-SE> 4,534,112
<TOTAL-LIABILITIES-AND-EQUITY> 19,941,268
<INTEREST-LOAN> 350,304
<INTEREST-INVEST> 70,501
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 420,805
<INTEREST-DEPOSIT> 129,246
<INTEREST-EXPENSE> 153,429
<INTEREST-INCOME-NET> 267,376
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 139,094
<INCOME-PRETAX> 133,862
<INCOME-PRE-EXTRAORDINARY> 133,862
<EXTRAORDINARY> 0
<CHANGES> (61,250)
<NET-INCOME> 72,612
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.18
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (128,417)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (128,417)
<ALLOWANCE-DOMESTIC> (128,417)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
