FEDERAL TRUST CORP
10QSB, 2000-05-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

      For the Three Months Ended:               Commission File Number:
             March 31, 2000                             33-27139

                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)

       Florida                                          59-2935028
(State or other jurisdiction                          (I.R.S. Employer
   of incorporation)                                 Identification No.)

                               1211 Orange Avenue
                           Winter Park, Florida 32789
              -----------------------------------------------------
                    (Address of principal executive offices)
                  Registrant's telephone number: (407) 645-1201
              -----------------------------------------------------

                              FEDTRUST CORPORATION
                           (Former name of registrant)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file such  quarterly  reports),  and (2) has been  subject  to such
filing requirements for the past 90 days:

                                    YES X    NO

  Indicate the number of shares outstanding of each of the issuer's classes  of
                 common stock, as of the last practicable date:

Common Stock, par value $.01 per share                   4,947,911
- --------------------------------------           ---------------------------
             (class)                             Outstanding at May 10, 2000



<PAGE>



                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                                      INDEX

PART I.      FINANCIAL INFORMATION

    Item 1.      Financial Statements

                                                                            Page

        Consolidated Condensed Balance Sheet (unaudited)
             March 31, 2000 .........................................          3

        Consolidated Condensed Statements of Operations for the
             Three months ended March 31, 2000 and 1999 (unaudited)...         4

        Consolidated Condensed Statements of Cash Flows for the
             Three months ended March 31, 2000 and 1999 (unaudited)...         5

        Notes to Consolidated Condensed Financial Statements (unaudited)  6 - 11

    Item 2.      Management's Discussion and Analysis of Financial Condition
                 and Results of Operations............................   12 - 13

PART II.     OTHER INFORMATION

    Signatures........................................................        14






                                        2


<PAGE>
<TABLE>



                                     FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                                           PART I. FINANCIAL INFORMATION

                                            Item 1. Financial Statements

                                       Consolidated Condensed Balance Sheet

                                                                                    March 31, 2000
                     Assets                                                           (unaudited)

<S>                                                                         <C>
Cash                                                                        $           2,800,904
Interest bearing deposits                                                               2,566,852
Investment securities available for sale                                                1,917,685
Investment securities held to maturity                                                  6,595,684
Loans receivable, net (net of allowance for loan losses of
      $1,501,954)                                                                     205,394,274
Accrued interest receivable - Loans                                                     1,383,745
Accrued interest receivable - Securities                                                  103,229
Notes Receivable                                                                           25,000
Federal Home Loan Bank of Atlanta stock, at cost                                        2,500,000
Real Estate owned, net                                                                    222,104
Property and equipment, net                                                             1,265,671
Prepaid expenses and other assets                                                       1,517,599
Executive supplemental income plan-cash surrender
      value life insurance policies                                                     2,632,366
Deferred income taxes                                                                     154,706
                                                                                      -----------
                     Total                                                  $         229,079,819
                                                                                      ===========

                   Liabilities and Stockholders' Equity

Deposit accounts                                                            $         160,683,738
Official Checks                                                                         2,383,212
Federal Home Loan Bank advances                                                        45,300,000
Other Borrowings                                                                        1,000,000
Advance payments for taxes and insurance                                                1,258,657
Accrued expenses and other liabilities                                                  3,764,127
                                                                                      -----------

                     Total Liabilities                                      $         214,389,734
                                                                                      -----------

Stockholders' equity:
Common stock, $.01 par value, 5,000,000 shares authorized;
      4,947,911 shares issued and outstanding at March 31, 2000                            49,479
Additional paid-in capital                                                             15,955,177
Accumulated deficit                                                                    (1,063,147)
Accumulated other comprehensive loss                                                     (251,424)
                                                                                      -----------

                     Total Stockholders' Equity                             $          14,690,085
                                                                                      -----------

                     Total Liabilities and Stockholders' Equity             $         229,079,819
                                                                                      ===========

See accompanying Notes to Consolidated Condensed Financial Statements.

</TABLE>

                                        3


<PAGE>

<TABLE>



                                     FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                                  Consolidated Condensed Statements of Operations

                                   For Three Months Ended March 31, 2000 and 1999
                                                    (Unaudited)

                                                                       Three Months
                                                                     Ended March 31,

                                                                   2000             1999
                                                                   ----             ----

    Interest income:

<S>                                                          <C>                  <C>
      Loans                                                  $   3,958,033        2,967,828
      Securities                                                    76,583           65,147
      Interest-bearing deposits and other                           93,090           75,638
                                                                 ---------        ---------
             Total interest income                               4,127,706        3,108,613
                                                                 ---------        ---------

    Interest expense:

      Deposit accounts                                           1,991,177        1,635,863
      Federal Home Loan Bank advances & other
           borrowings                                              656,805          352,947
                                                                 ---------        ---------
             Total interest expense                              2,647,982        1,988,810
                                                                 ---------        ---------

    Net interest income                                          1,479,724        1,119,803
      Provision for loan losses                                     60,000           60,000
                                                                 ---------        ---------
    Net interest income after provision                          1,419,724        1,059,803
                                                                 ---------        ---------
    Other income:

      Fees and service charges                                     153,219           35,335
      Gain on sale of assets                                        12,917          140,445
      Other                                                        226,262          105,067
                                                                 ---------        ---------
             Total other income                                    392,398          280,847
                                                                 ---------        ---------

    Other expenses:

      Employee compensation & benefits                             766,322          588,482
      Occupancy and equipment                                      254,019          208,703
      Data processing expense                                       40,548           37,760
      Professional fees                                             51,295           47,345
      FDIC Insurance                                                20,165           27,540
      Other                                                        212,573          167,400
                                                                 ---------        ---------
             Total other expense                                 1,344,922        1,077,230
                                                                 ---------        ---------

    Income before income tax                                       467,200          263,420
      Income tax expense                                           159,572           85,171
                                                                 ---------        ---------
    Net income                                               $     307,628          178,249
                                                                 =========        =========

    Per share amounts:

      Earnings per share                                               .06              .04
      Cash dividends per share                                        0.00             0.00
      Weighted average number of shares outstanding              4,947,911        4,941,547



    See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        4


<PAGE>
<TABLE>




                                     FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                                  Consolidated Condensed Statements of Cash Flows

                                 For the Three Months Ended March 31, 2000 and 1999
                                                    (Unaudited)

                                                                                          2000                1999
                                                                                          ----                ----

    Cash flows from operating activities:

<S>                                                                               <C>                        <C>
      Net income                                                                  $      307,628             178,249
      Adjustments to reconcile net income to net cash flows from operations:

      Depreciation & amortization of property & equipment                                110,531              96,269
      Amort. (net) of premiums, fees & disc. on loans & securities                         4,747              91,986
      Provision for loan losses                                                           60,000              60,000
      Gain on sale of assets                                                             (12,917)           (140,445)
      Accretion of stock option expense                                                   10,937              10,937
      Deferred Income Taxes                                                              305,669             165,105
      Executive supplemental income plan                                                 (29,893)            (24,269)
      Cash provided by (used for) changes in:
        Accrued interest receivable                                                      (91,036)            104,566
        Prepaid expenses & other assets                                                 (293,456)            727,746
        Official checks                                                                 (595,797)           (776,697)
        Accrued expenses & other liabilities                                            (647,831)           (276,376)
                                                                                     -----------           ---------
             Net cash (used) provided by operating activities                           (871,418)            217,071
                                                                                     -----------           ---------

    Cash flows from investing activities:

      Acquisition of office properties and equipment                                    (281,909)            (22,978)
      Purchase of Federal Home Loan Bank stock                                          (540,000)              --
      Proceeds collected from loan sales                                               1,073,792           7,903,003
      Reimbursement of real estate owned costs                                             --                 57,392
      Addition to real estate owned                                                        --                 91,580
      Proceeds from sale of real estate owned                                             73,215             184,869
      Proceeds from securities available for sale                                          5,343               --
      Principal collected on loans                                                    13,741,899          10,280,721
      Loans originated or purchased                                                  (33,611,768)        (27,013,772)
                                                                                     ------------        -----------
        Net cash (used in) investing activities                                      (19,539,428)         (8,519,185)
                                                                                     ------------        -----------

    Cash flows from financing activities:

      Increase in deposits, net                                                         7,160,129         10,970,429
      Increase (decrease) in Federal Home Loan Bank advances                           10,100,000         (5,000,000)
      Increase in other borrowings                                                      1,000,000               --
      Net increase in advance payments by borrowers for taxes & insurance                 450,864            256,271
                                                                                     ------------         ----------
        Net cash provided by financing activities                                      18,710,993          6,226,700
                                                                                     ------------         ----------

    (Decrease) in cash and cash equivalents                                            (1,699,853)        (2,075,414)
    Cash and cash equivalents at beginning of period                                    7,067,609          7,165,433
                                                                                     ------------         ----------
    Cash and cash equivalents at end of period                                       $  5,367,756          5,090,019
                                                                                     ============         ==========



See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>

                                        5


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)


1.      General

Federal Trust  Corporation  ("Federal Trust" or "Holding  Company") is a unitary
savings  and  loan   holding   company  for  Federal   Trust  Bank   ("Bank")  a
federally-chartered   stock  savings  bank.  Federal  Trust  and  the  Bank  are
collectively  referred  to as the  "Company".  The Company is  headquartered  in
Winter  Park,  Florida.  Federal  Trust is  currently  conducting  business as a
unitary savings and loan holding company,  and its principal asset is all of the
capital  stock of the Bank.  As a unitary  holding  company,  Federal  Trust has
greater  flexibility  than  the  Bank  to  diversify  and  expand  its  business
activities, either through newly formed subsidiaries or through acquisitions.

The Holding Company's primary  investment is the ownership of the Bank. The Bank
is primarily  engaged in the business of  attracting  deposits  from the general
public and using these funds with  advances  from the Federal  Home Loan Bank of
Atlanta ("FHLB") to originate  one-to-four  family  residential  mortgage loans,
residential  consumer  loans,  multi-family  loans,  and  to  a  lesser  extent,
commercial  real estate  related SBA loans and consumer loans and also fund bulk
purchases of one-to-four family residential mortgage loans.

The  consolidated  condensed  balance  sheet  as of  March  31,  2000,  and  the
consolidated  condensed  statements  of  operations  for the three month periods
ended  March 31, 2000 and 1999,  and the cash flows for the three month  periods
ended March 31, 2000 and 1999,  include the accounts and  operations  of Federal
Trust and all subsidiaries.  All material intercompany accounts and transactions
have been eliminated.

In the opinion of  management  of the  Company,  the  accompanying  consolidated
condensed financial statements contain all adjustments  (principally  consisting
of normal recurring accruals) necessary to present fairly the financial position
as of March 31,  2000,  the results of  operations  for the three month  periods
ended March 31, 2000 and 1999,  and cash flows for the three month periods ended
March 31, 2000 and 1999.  The results of  operations  for the three month period
ended  March  31,  2000 are not  necessarily  indicative  of the  results  to be
expected for the full year. These statements  should be read in conjunction with
the consolidated financial statements included in the Company's Annual Report on
Form 10 - KSB for the year ended December 31, 1999.

2.      Summary of Significant Accounting Policies

Comprehensive Income:
The  Company's  accumulated   comprehensive  loss  is  the  unrealized  loss  on
investment  securities  available for sale. Total  comprehensive  income for the
three month period ended March 31, 2000 was  $324,010,  as compared to the three
month period ended March 31, 1999 of $194,122.

3.      New Accounting Pronouncements

In June 1998 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  (FASB 133). This standard,  which is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999,  requires all
derivatives  be  measured  at  fair  value  and  be  recognized  as  assets  and
liabilities  in the  statement  of financial  position.  FASB 133 sets forth the
accounting  for changes in fair value of a derivative  depending on the intended
use  and  designation  of the  derivative.  Implementation  of  FASB  133 is not
expected to have a significant  impact on the  financial  position or results of
operations  of the Company.  In June 1999,  the Financial  Accounting  Standards
Board  issued  FASB 137,  "Accounting  for  Derivative  Instruments  and Hedging
Activities - Deferral of The  Effective  Date of FASB 133",  which is a one year
deferral of the  application  of FASB 133.  FASB 133 shall be effective  for all
fiscal quarters of all fiscal years beginning after June 15, 2000.

(continued)
                                        6


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)


4.      Loans

The  Company's  policy  is to  classify  all  loans 90 days or more  past due as
non-performing  and not accrue  interest  on these loans and reverse all accrued
and unpaid interest,  however, a non-performing  loan is not considered impaired
if all amounts due  including  interest are  expected to be collected  under the
loan's contractual terms. When the ultimate collectibility of an impaired loan's
principal is in doubt,  wholly or  partially,  all cash  receipts are applied to
principal.  When this doubt does not exist,  cash receipts are applied under the
contractual  terms of the loan  agreement  first to interest  income and then to
principal.  Once the recorded principal balance has been reduced to zero, future
cash  receipts are applied to interest  income,  to the extent that any interest
has been  forgone.  Further  cash  receipts are  recorded as  recoveries  of any
amounts previously charged off.

At March 31, 2000,  impaired  loans amounted to $3.7 million as compared to $2.0
million at March 31,  1999.  Included in the  allowance  for loan losses is $498
thousand related to the impaired loans as compared to $248 thousand at March 31,
1999. The Company  measures  impairment on  collateralized  loans using the fair
value of the  collateral,  and on  unsecured  loans using the  present  value of
expected future cash flows discounted at the loan's effective interest rate.

In the first three months of 2000, the average  recorded  investment in impaired
loans was $2.5 million and $34,225 of interest  income was  recognized  on loans
while they were impaired.  All of this income was recognized  using a cash basis
method of accounting.

A summary of loans receivable at March 31, 2000 is as follows:

                                                               March 31, 2000

 Mortgage Loans:
     Permanent conventional:
       Commercial                                                  16,621,009
       Residential                                                163,473,828
       Residential Construction                                    34,648,698
                                                                  -----------

         Total Mortgage Loans                                     214,743,535

     Commerical loans                                                 288,090
     Consumer loans                                                 1,409,772
     Lines of credit                                                1,383,824
                                                                  -----------

       Total loans receivable                                     217,825,221

 Net premium on mortgage loans purchased                            1,990,662

 Deduct:
     Unearned loan origination fees, net of direct loan
       origination costs                                              150,347
     Undisbursed portion of loans in process                       12,769,308
     Allowance for loan losses                                      1,501,954
                                                                  -----------

       Loans receivable, net                                      205,394,274
                                                                  ===========



(continued)
                                        7


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)


5.      Allowance for Losses

The  following is an analysis of the activity in the  allowance  for loan losses
for the periods presented:

                                                       Three Months
                                                       Ended March 31,
                                                     -----------------------
                                                        2000          1999

      Balance at beginning of period               $  1,437,913     1,136,056
      Provision for loan losses                          60,000        60,000
      Less Charge-offs                                     --           9,239
      Plus recoveries                                     4,041         4,258
                                                      ---------     ---------
      Balance at end of period                     $  1,501,954     1,191,075
                                                      =========     =========

      Loans Outstanding                            $205,394,274   160,703,242
      Ratio of charge-offs to Loans Outstanding              --          .006%
      Ratio of allowance to Loans Outstanding               .73%          .74%

A  provision  for loan  losses is  generally  charged to  operations  based upon
management's  evaluation of the potential  losses in its loan portfolio.  During
the quarter ended March 31, 2000,  management  made a provision of $60,000 based
on its evaluation of the loan portfolio, as compared to the provision of $60,000
made in the quarter  ended March 31,  1999.  Although  the dollar  amount of the
allowance  was  unchanged  from the same  quarter a year  ago,  the level of the
allowance for losses  decreased as a percentage of loans  outstanding due to the
growth  in the  loan  portfolio.  Management  believes  that  the  allowance  is
adequate,  primarily  as a result  of the  overall  quality  of the loans in the
portfolio  and the  change  in the  composition  of the  portfolio  to a  higher
percentage of residential single family home loans.

6.    Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing
      Activities
<TABLE>

                                                                                  Three Months Ended March 31,
                                                                                     2000              1999
                                                                                     ----              ----
         Cash paid during the period for:
<S>                                                                          <C>                     <C>
              Interest expense                                               $    1,107,361          769,832
              Income taxes                                                   $            -                -


         Supplemental disclosure of non-cash transactions:
         Real estate acquired in settlement of loans                         $            -           91,580
         Market Value adjustment - investment securities available for sale:
                 Market value adjustment - investments                       $        1,200                -
                 Deferred income tax asset                                   $          452                -
                                                                                  ------------       -------
                    Unrealized loss on investment securities
                        available for sale, net                              $          748                -



</TABLE>

(continued)
                                        8


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)


7.       Real Estate Owned, Net

The  following  is an analysis of the activity in real estate  acquired  through
foreclosure for the periods ended:

                                                          Three Months
                                                         Ended March 31,
                                                       ------------------
                                                       2000          1999
                                                       ----          ----
      Balance at beginning of period         $       295,319    $1,107,295
      Acquired through foreclosure                        --        91,580
      Add: Capitalized costs (net of
               insurance recoveries)                      --       (57,392)
      Less: Sale of real estate                       73,215       184,869
      Less: Chargeoffs                                    --         9,239
                                                     -------     ---------
      Balance at end of period               $       222,104    $  947,375
                                                     =======     =========

8.     Investment Securities

                                                       At March 31, 2000
                                                 Book Value         Market Value

Held to maturity:

FHLB Floating Rate Note, 4.55%, due 7/30/03    $  6,595,684          6,496,875
                                                  =========          =========

Available for sale:

FNMA ARM Pool 516140, 6.893%, due 08/01/28        1,272,907          1,272,907
FNMA ARM Pool 516141, 7.531%, due 03/01/28          644,778            644,778
                                                  ---------          ---------
                                                  1,917,685          1,917,685
                                                  =========          =========

The Company's  investment in obligations of U.S. government agencies consists of
one dual indexed  bond issued by the Federal Home Loan Bank.  At March 31, 2000,
the bond had a market value of $6,496,875 and gross unrealized  pretax losses of
$503,125.  The bond has a par value of $7,000,000 and pays interest based on the
difference  between  two  indices.  The one bond  held at March 31,  2000,  pays
interest at the 10-year constant  maturity  treasury ("CMT") rate less six month
LIBOR rate plus a contractual amount of 4.0%. During the quarter ended March 31,
2000, the Bank did not purchase or sell any bonds.

9.     Advances from Federal Home Loan Bank and Other Borrowings

The following is an analysis of the advances from the Federal Home Loan Bank:

     Amounts Outstanding at March 31, 2000:

     Maturity Date          Rate             Amount            Type
     -------------          ----             ------            ----

     12/01/00               5.09%          5,000,000           Fixed rate
     12/04/00               6.59%          5,300,000           Variable rate
     12/04/00               6.29%          5,000,000           Fixed rate
     06/05/00               6.12%          5,000,000           Fixed rate
     07/05/00               6.26%          5,000,000           Fixed rate
     12/18/00               6.59%          5,000,000           Fixed rate
     01/04/01               6.48%          5,000,000           Fixed rate
     03/05/01               5.96%          5,000,000           Fixed rate
     03/17/01               6.70%          5,000,000           Fixed rate
                            -----          ---------

              Total         6.23%        $45,300,000
                            =====         ==========

(continued)
                                        9


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)



Variable  rate  advances  reprice  daily and may be  repaid at any time  without
penalty.  Fixed rate  advances  incur a  prepayment  penalty if repaid  prior to
maturity, and the interest rate is fixed for the term of the advance.

                    Amounts Outstanding at:

                    Month-end                  Rate               Amount

                    1/31/00                    5.98%           $ 35,200,000
                    2/29/00                    5.98%             47,200,000
                    3/31/00                    6.23%             45,300,000

The  maximum  amount of advances  outstanding  at any month end during the three
month  period  ended March 31,  2000,  was  $47,200,000.  During the three month
period ended March 31, 2000, average advances  outstanding totaled $42.3 million
at an average rate of 6.10%.

Advances from the FHLB are collateralized by a blanket pledge of eligible assets
in an amount  required  to be  maintained  so that the  estimated  value of such
eligible  assets  exceeds at all times,  approximately  133% of the  outstanding
advances, and a pledge of all FHLB stock owned by the Bank.

The maximum amount of other  borrowings  outstanding at any month end during the
three month period ended March 31, 2000, was $1,000,000.  During the three month
period ended March 31, 2000,  average other borrowings  outstanding  totaled $.6
million at an average rate of 9.36%.

10.     Supervision

Federal Trust and the Bank are subject to extensive regulation,  supervision and
examination by the OTS, their primary federal regulator, by the FDIC with regard
to the  insurance  of deposit  accounts  and,  to a lesser  extent,  the Federal
Reserve. Such regulation and supervision  establishes a comprehensive  framework
of  activities  in which a savings and loan  holding  company and its  financial
institution  subsidiary may engage and is intended  primarily for the protection
of  the  Savings  Association  Insurance  Fund  administered  by  the  FDIC  and
depositors.

On  October  3,  1994,  Federal  Trust  and the Bank  voluntarily  entered  into
individual  Cease and Desist Orders  (collectively,  the "Orders") with the OTS.
Federal   Trust's  Order  focused  on  operating   expenses  and  its  financial
relationship with the Bank. The Bank's Order required it to institute and adhere
to programs and policies  designed to strengthen its overall lending  practices,
primarily in regard to underwriting procedures and credit risk. The Bank's Order
also directed the control of its operating  expenses and  restricted the payment
of dividends to Federal Trust.

Pursuant to the Orders,  both Federal Trust and the Bank established  Compliance
Committees  that met  monthly to review,  in detail,  the terms of the Orders to
ensure  that the  Holding  Company  and the Bank were in  compliance  with their
respective Orders. Following the Rights and Community Offering in December 1997,
Federal  Trust  formally  requested  that  the OTS  rescind  the  Bank's  growth
restrictions  and the Orders.  On March 12, 1998,  the OTS  rescinded the growth
restrictions and on June 1, 1998 the OTS rescinded the Orders.

At the  present  neither  Federal  Trust  nor the Bank are  operating  under any
extraordinary regulatory restrictions, agreements or orders.

(continued)
                                       10


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Condensed Financial Statements (unaudited)


11.     Branching

On June 23, 1998, the Bank filed an  application  with the OTS for permission to
open a branch office in Sanford,  Florida. Sanford is located in Seminole County
and the proposed branch office is approximately 15 miles northeast of the Bank's
main  office in Winter  Park,  Florida.  On August 7,  1998,  the Bank  received
approval  from OTS to open the branch and on October 30, 1998 the branch  opened
for business with four employees.

12.     Subsidiaries

On May 19, 1999,  Federal  Trust Bank  incorporated  a new  subsidiary,  Vantage
Mortgage Service Center, Inc. (VMSC). On June 1, 1999, Federal Trust Corporation
acquired the fixed assets,  consisting of furniture,  fixtures and equipment, of
Vantage  Mortgage  Associates,   Inc.,  a  non-affiliated  company,  located  in
Gainesville, Florida for 6,364 shares of Federal Trust Corporation common stock.
The fixed assets were contributed by Federal Trust  Corporation to Federal Trust
Bank,  who in turn  contributed  the  fixed  assets  to  VMSC.  VMSC is  engaged
primarily in the origination  and sale of residential  mortgage loans and all of
the  officers  and  employees  of Vantage  Mortgage  Associates,  Inc.  accepted
employment with VMSC.

              (The remainder of this page left intentionally blank)

(continued)



















                                       11


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                  Item 2. Management's Discussion and Analysis
                 of Financial Condition and Results of Operation

Results of Operations

Comparison of the Three-Month Periods Ended March 31, 2000 and 1999

General. The Company had a net profit for the three-month period ended March 31,
2000,  of  $307,628  or $.06 per share,  compared to a net profit of $178,249 or
$.04 per share for the same period in 1999.  The  increase in the net profit was
due  primarily  to an  increase  in net  interest  income,  an increase in other
income, offset partially by an increase in other expense.

Interest  Income  and  Expense.  Interest  income  increased  by  $1,019,093  to
$4,127,706 for the three-month  period ended March 31, 2000, from $3,108,613 for
the same period in 1999.  Interest  income on loans  increased to  $3,958,033 in
2000  from  $2,967,828  in 1999,  primarily  as a result of an  increase  in the
average amount of loans  outstanding and an increase in the average yield earned
on loans. The increase in the average yield earned on loans is the result of the
overall  increase in loan rates.  Interest  income on the  securities  portfolio
increased by $11,436 for the  three-month  period ended March 31, 2000, over the
same  period in 1999,  as a result  of an  increase  in the yield on  securities
owned.  Other  interest and dividends  increased  $17,452 during the same three-
month period in 2000 from 1999, as a result of an increase in the average volume
of other  interest-bearing  assets.  Management  expects the rates earned on the
portfolio to fluctuate with general market conditions.

Interest expense  increased  $659,172 during the three-month  period ended March
31, 2000, to  $2,647,982  from the same period in 1999 due to an increase in the
amount of deposits and borrowings and an increase in interest rates. Interest on
deposits increased to $1,991,177 in 2000 from $1,635,863 in 1999, as a result of
an increase in the amount of, and the rates paid on,  deposits,  and interest on
FHLB advances and Other  Borrowings  increased to $656,805 in 2000 from $352,947
in 1999, as a result of an increase in the average amount of, and an increase in
the  interest  rates  paid  on,  advances  and  other  borrowings   outstanding.
Management  expects to continue to use FHLB  advances and other  borrowings as a
liability management tool.

Provisions for Loan Losses. A provision for loan losses is generally  charged to
operations  based  upon  management's  evaluation  of the  losses  in  its  loan
portfolio.  During the quarter ended March 31, 2000, management made a provision
for loan losses of $60,000 based on its evaluation of the loan portfolio,  which
was  unchanged  from the same period in 1999.  There were  recoveries  of $4,041
during  the  three-month  period  ended  March  31,  2000,  as  compared  to net
recoveries of $4,258 during the three-month  period ended March 31, 1999.  Total
non-performing  loans at March 31, 2000, were $2,858,623  compared to $1,685,647
at March  31,  1999.  The  allowance  for loan  losses  at  March  31,  2000 was
$1,501,954  or 53% of  non-performing  loans and .73% of net loans  outstanding,
versus $1,191,075 at March 31, 1999, or 71% of non-performing  loans and .74% of
net loans outstanding.

Total Other Income.  Other income  increased  from $280,847 for the  three-month
period  ended  March 31,  1999,  to $392,398  for the same  period in 2000.  The
increase in other  income was due to an increase of $117,884 in fees and service
charges, an increase of $121,195 in other miscellaneous income, offset partially
by a decrease of $127,528 in gains on the sale of assets.  The  increase in fees
and service charges was primarily the result of an increase in servicing fees on
loans and increased fees on deposit  accounts.  During the third quarter of 1999
the Company began  servicing  approximately  2,800 loans that are owned by other
companies. The increase in other miscellaneous income was attributable primarily
to  increased  other loan  income,  resulting  from an increase in the amount of
loans  originated.  The  decrease  in gains on assets  sold was the  result of a
decrease in the amount of loans sold during the period.

(continued)
                                       12


<PAGE>


                   FEDERAL TRUST CORPORATION AND SUBSIDIARIES

                  Item 2. Management's Discussion and Analysis
                 of Financial Condition and Results of Operation

Total Other Expense.  Other expense  increased to $1,344,922 for the three-month
period  ended  March 31,  2000,  from  $1,077,230  for the same  period in 1999.
Compensation  and benefits  increased to $766,322 in 2000, from $588,482 in 1999
due to an increase in staff in the loan  department and also the addition of the
mortgage  company  owned  by the Bank in  Gainesville,  Florida.  Occupancy  and
equipment  expense increased by $45,316 in 2000, to $254,019 due to increases in
office building rent and maintenance expenses,  the opening of a loan production
office in New  Smyrna  Beach in March  1999,  and the  opening  of the  mortgage
company in Gainesville in June 1999. Data Processing expense increased by $2,788
due to an  increase  in the number of loans  serviced,  and an  increase  in the
number of deposit  accounts.  Professional fees increased by $3,950, as a result
of increased  professional  and regulatory  fees,  resulting  primarily from the
growth of the Company.  FDIC Insurance  expense decreased by $7,375, as a result
of a decrease in the insurance  premium rate paid on deposits in the Bank. Other
miscellaneous  expense  increased by $45,173 due  primarily to increases in loan
expenses  related to the increased number of loans originated by the Company and
increases in general and  administrative  expenses  resulting from the growth of
the Company during the year.

              (The remainder of this page left intentionally blank)











                                       13


<PAGE>



                                   SIGNATURES

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

Date:     May 11, 2000
     -----------------                 FEDERAL TRUST CORPORATION
                                       (Registrant)


                                        By:  /s/ Aubrey H. Wright, Jr.
                                             --------------------------
                                                 Aubrey H. Wright, Jr.
                                            Chief Financial Officer and duly
                                            authorized Officer of the Registrant










                                       14



<TABLE> <S> <C>

<ARTICLE>                                            9
<LEGEND>
                              This schedule contains summary financial
                              information extracted from the consolidated
                              balance sheets and the consolidated statements
                              of operations found on pages   and 3 of the
                              Company's Form 10-Q for the year to date.

</LEGEND>
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S.

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         2,801
<INT-BEARING-DEPOSITS>                         2,567
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    1,918
<INVESTMENTS-CARRYING>                         6,596
<INVESTMENTS-MARKET>                           6,497
<LOANS>                                        205,394
<ALLOWANCE>                                    1,502
<TOTAL-ASSETS>                                 229,080
<DEPOSITS>                                     160,684
<SHORT-TERM>                                   40,400
<LIABILITIES-OTHER>                            13,306
<LONG-TERM>                                    5,900
                          0
                                    0
<COMMON>                                       49
<OTHER-SE>                                     14,641
<TOTAL-LIABILITIES-AND-EQUITY>                 229,080
<INTEREST-LOAN>                                3,958
<INTEREST-INVEST>                              77
<INTEREST-OTHER>                               93
<INTEREST-TOTAL>                               4,128
<INTEREST-DEPOSIT>                             1,991
<INTEREST-EXPENSE>                             2,648
<INTEREST-INCOME-NET>                          1,480
<LOAN-LOSSES>                                  60
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                1,345
<INCOME-PRETAX>                                467
<INCOME-PRE-EXTRAORDINARY>                     467
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   308
<EPS-BASIC>                                    .06
<EPS-DILUTED>                                  .06
<YIELD-ACTUAL>                                 7.86
<LOANS-NON>                                    2,859
<LOANS-PAST>                                   0
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                3,654
<ALLOWANCE-OPEN>                               1,438
<CHARGE-OFFS>                                  0
<RECOVERIES>                                   4
<ALLOWANCE-CLOSE>                              1,502
<ALLOWANCE-DOMESTIC>                           1,502
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0



</TABLE>


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