<PAGE> 1
UNITED STATES
SECURITIES 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 September 30, 1996
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 0-19783
SUBURBFED FINANCIAL CORP.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3796361
---------------- -------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or Identification or
organization) Number
3301 W. Vollmer Road, Flossmoor, Illinois 60422
- ----------------------------------------- ----------
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(708) 333-2200
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of November 14, 1996, the Registrant had 1,253,644 shares of Common
stock issued and outstanding.
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SUBURBFED FINANCIAL CORP.
Contents
PART I.FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Statements of Financial Condition,
September 30, 1996 (unaudited) and
December 31,1995 1
Consolidated Statements of Income, Three Months
and Nine Months Ended September 30, 1996 and 1995
(unaudited) 2
Consolidated Statements of Cash Flows, Nine
Months Ended September 30, 1996 and 1995
(unaudited) 3
Notes to Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-11
PART II. OTHER INFORMATION 12-13
<PAGE> 3
SUBURBFED FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1996 1995
(Unaudited)
ASSETS
<C> <C> <C>
Cash and amounts due from depository institutions $2,997,424 $1,608,019
Interest-bearing deposits 4,396,085 8,911,445
------------------------------
Total cash and cash equivalents 7,393,509 10,519,464
------------------------------
Investment securities held to maturity 3,969,167 5,954,167
(Market value: 1996: $3,900,000; 1995: $5,946,875)
Investment securities available for sale, at market 2,929,541 2,345,376
Investment securities held for trade 1,189,334 1,215,654
Mortgage-backed securities held to maturity 97,171,904 108,386,409
(Market value: 1996: $96,618,592; 1995: $108,276,030)
Mortgage-backed securities available for sale, at market 42,184,419 77,478,970
Loans receivable 224,475,657 147,908,039
Real estate owned 18,926 13,597
Stock in Federal Home Loan Bank of Chicago 3,055,000 2,045,000
Office properties and equipment 4,614,509 4,835,447
Accrued interest receivable 2,280,904 2,114,963
Prepaid expenses and other assets 1,490,203 489,991
Deposit base intangible 136,878 173,284
------------------------------
Total assets 390,909,951 363,480,361
==============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits 298,621,642 288,955,466
Federal Home Loan Bank advances 53,400,000 34,200,000
Other borrowed money 7,676,000 9,227,000
Advance payments by borrowers for taxes
and insurance 1,606,071 2,387,758
Other liabilities 4,215,831 2,346,029
------------------------------
Total liabilities 365,519,544 337,116,253
------------------------------
Stockholders' Equity:
Common stock 13,630 13,518
Additional paid-in capital 8,379,462 8,225,832
Treasury stock -1,681,562 -1,032,625
Retained earnings, substantially restricted 19,468,392 19,371,312
Unrealized gain (loss) on securities available for sale -573,031 112,011
Common stock acquired by ESOP -192,811 -259,654
Common stock acquired by Bank Incentive Plan -23,673 -66,286
------------------------------
Total stockholders' equity 25,390,407 26,364,108
------------------------------
Total liabilities and stockholders'
equity $390,909,951 $363,480,361
===============================
See notes to consolidated financial statements
</TABLE>
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SUBURBFED FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SEP. 30 NINE MONTHS ENDED SEP. 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest income:
Interest on loans $4,033,420 $2,594,109 $10,434,522 $7,072,652
Interest on mortgage-backed securities 2,571,720 3,193,973 8,408,634 9,657,042
Interest on investment securities 104,134 141,277 333,797 430,414
Interest on other financial assets 29,315 19,339 104,664 73,322
Dividends on FHLB stock 54,385 34,039 142,568 95,161
---------------------------------------------------
Total interest income 6,792,974 5,982,737 19,424,185 17,328,591
Interest expense:
Interest on deposits 3,335,673 2,913,821 9,941,326 7,892,554
Interest on borrowed money 696,636 521,390 1,718,176 1,737,931
---------------------------------------------------
Total interest expense 4,032,309 3,435,211 11,659,502 9,630,485
---------------------------------------------------
Net interest income before
provision for loan losses 2,760,665 2,547,526 7,764,683 7,698,106
Provision for loan losses 54,000 19,200 138,680 51,200
----------------------------------------------------
Net interest income after
provision for loan losses 2,706,665 2,528,326 7,626,003 7,646,906
Non-interest income:
Loan fees and service charges 250,575 190,883 688,139 472,189
Commission income 125,203 81,203 352,529 279,518
Gain(loss) on sale of loans and securities - net 62,300 58,277 160,301 109,690
Unrealized gain(loss) on securities held
for trade - net 35,427 76,127 39,775 167,695
Deposit-related fees and other income 388,204 343,630 1,130,454 977,428
----------------------------------------------------
Total non-interest income 861,709 750,120 2,371,198 2,006,520
Non-interest expense:
General and administrative:
Staffing costs 1,441,361 1,278,834 4,153,368 3,754,193
Advertising 70,919 71,765 204,994 272,300
Occupancy and equipment expenses 450,872 513,874 1,398,483 1,484,570
Data processing 76,631 73,828 231,222 219,969
Federal deposit insurance premiums 1,875,191 147,983 2,201,010 442,933
Other 400,598 394,246 1,191,612 1,233,031
Total general and administrative ---------------------------------------------------
expenses 4,315,572 2,480,530 9,380,689 7,406,996
Amortization of deposit base intangible 10,616 12,895 36,406 43,386
----------------------------------------------------
Total non-interest expense 4,326,188 2,493,425 9,417,095 7,450,382
----------------------------------------------------
Income (loss) before income taxes -757,814 785,021 580,106 2,203,044
Provision for (benefit from) income taxes -308,500 292,000 181,400 817,000
----------------------------------------------------
Net income (loss) $-449,314 $493,021 $398,706 $1,386,044
====================================================
Earnings per share - primary $-.34 $.37 $.30 $1.02
- fully diluted $-.34 $.36 $.30 $1.02
Dividends declared per common share $.08 $.08 $.24 $.24
See notes to consolidated financial statements
</TABLE>
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SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $398,706 $1,386,044
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation 502,702 528,638
Amortization of intangible 36,406 43,386
Amortization of cost of stock benefit plans 109,456 109,455
Amortization of discount on investment securities -15,000 -15,000
Provision for loan losses 138,680 51,200
Net gain on sale of loans and securities -160,301 -109,690
Net gain on sale of real estate owned -13,106 0
Unrealized (gain) on investment securities -39,775 -167,695
Proceeds from sales of trading account securities 377,117 611,298
Purchase of trading account securities -248,832 -347,815
Net change in:
Accrued interest receivable -165,941 -188,634
Accrued interest payable 27,263 27,396
Deferred income -926,512 -359,569
Deferred and accrued income taxes -193,804 206,578
Other liabilities 2,526,006 -1,469,290
Prepaid expenses and other assets -935,583 899,265
----------- ------------
Net cash flows provided by operating activities 1,417,482 1,205,567
----------- ------------
Investing activities:
Proceeds from sale of investment securities 2,201,733 0
Purchases of investment securities -799,995 -1,097,984
Proceeds from sale of mortgage-backed securities 43,031,971 3,101,159
Proceeds from repayments of mortgage-backed securities 17,991,468 10,157,191
Purchases of mortgage-backed securities -13,894,597 -6,535,577
Purchase of Federal Home Loan Bank stock -1,010,000 -111,900
Proceeds from sale of loans 7,373,301 3,731,267
Disbursements for loans -137,133,539 -71,182,670
Loan repayments 52,284,412 37,151,340
Proceeds from sale of REO 26,703 0
Property and equipment expenditures -281,764 -1,202,919
----------- ------------
Net cash flows used in investing activities -30,210,307 -25,990,093
---------- -----------
Financing activities:
Proceeds from exercise of stock options 83,944 0
Dividends paid on common stock -301,626 -310,524
Purchase of treasury stock -648,937 -862,625
Deposit receipts 698,986,080 660,951,571
Deposit withdrawals -698,116,105 -645,721,716
Interest credited to deposit accounts 8,796,201 6,982,460
Purchase of deposits - Hinsdale 0 2,167,763
Purchase of deposit base intangible - Hinsdale 0 -89,825
Proceeds from borrowed money 174,971,000 190,909,155
Repayment of borrowed money -157,322,000 -191,098,155
Net increase (decrease) in advance payments
by borrowers for taxes and insurance -781,687 689,467
----------- ------------
Net cash flows provided by financing activities 25,666,870 23,617,571
----------- ------------
Increase (Decrease) in Cash and Cash Equivalents -3,125,955 -1,166,955
Cash and Cash Equivalents at beginning of period 10,519,464 9,447,586
----------- ------------
Cash and Cash Equivalents at end of period $7,393,509 $8,280,631
=========== ============
Cash paid during the period for:
Interest $11,632,239 $9,603,089
Income taxes 375,204 609,276
Non cash investing activities:
Loans securitized into mortgage-backed securities 1,596,500 0
Transfer of loans to real estate owned $18,926 $0
=========== ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
SUBURBFED FINANCIAL CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Form 10-QSB instructions and Article 10 of Regulation S-X,
and in the opinion of management contain all adjustments (all of which are
normal and recurring in nature) necessary to present fairly the financial
position as of September 30, 1996, the results of operations for the three and
nine month periods ended September 30, 1996 and 1995 and cash flows for the
nine months ended September 30, 1996 and 1995. These results have been
determined on the basis of generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The attached consolidated
statements are those of SuburbFed Financial Corp. ( the "Company") and its
consolidated subsidiaries Suburban Federal Savings, a Federal Savings Bank (the
"Bank"); the Bank's wholly owned subsidiaries, Suburban Mortgage Services, Inc.
and South Suburban Securities Corporation, and the wholly owned subsidiary of
South Suburban Securities Corporation, Suburban Insurance Resources Agency,
Inc. The results of operations for the three and nine month periods ended
September 30, 1996 are not necessarily indicative of the results to be expected
for the full year.
Note B - Stock Conversion
On September 12, 1991 the Board of Directors of Suburban Federal approved a
plan to convert from a federally chartered mutual association to a federally
chartered stock savings bank. The stock conversion plan included, as part of
the conversion, the concurrent formation of a holding company. The stock
offering of the Bank's parent, SuburbFed Financial Corp. (the "Company") was
closed on March 3, 1992 with the sale of 891,250 shares at $10.00 per share.
The Company purchased all the shares of stock of the Bank for $4,023,750 upon
completion of its stock offering.
Note C - Earnings Per Share
Earnings per share of common stock for the three and nine month periods ended
September 30, 1996 and 1995 have been determined by dividing net income for the
period by the weighted average number of shares of common stock and common
stock equivalents outstanding after consideration of the 3 for 2 stock split
completed November 3, 1995. Stock options are regarded as common stock
equivalents and are therefore considered in both the primary and fully diluted
earnings per share calculations. Common stock equivalents are computed using
the treasury stock method.
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<PAGE> 7
Note D - Dividend Declaration
The Company declared a dividend of $.08 per share, representing its eighteenth
consecutive quarterly dividend payable October 15, 1996 for shareholders of
record October 1, 1996. The dividend, totaling $100,202, has been recorded as
of September 30, 1996 as a reduction of retained earnings in the accompanying
consolidated statements of financial condition.
Note E - Disparity in Insurance and Special Assessment
Federal law requires that the Federal Deposit Insurance Corporation ("FDIC")
maintain the reserve level of each of the Savings Association Insurance Fund
("SAIF") and the Bank Insurance Fund ("BIF") at 1.25% of insured deposits.
Reserves are funded through payments by insured institutions of insurance
premiums. On November 14, 1995, due to the BIF reaching the required reserve
level, the FDIC reduced the insurance premium for members of BIF while
maintaining the range of between 0.23% and 0.31% of deposits for members of
SAIF. The FDIC is required to set insurance premiums independently for members
of BIF and SAIF.
A disparity in insurance premiums between those required for SAIF members, such
as the Bank, and BIF members could allow BIF members to attract and retain
deposits at a lower effective cost than that of SAIF members. In the event BIF
members in the Bank's market area, as a result of the reduction in insurance
premiums, increase the interest rates paid on deposits, the Bank may lose
deposits or be forced to pay higher rates of interest.
Legislation was enacted on September 30,1996 that requires a special one-time
assessment of approximately 65.7 cents per $100 of SAIF insured deposits held
by the Bank at March 31,1995. Management estimates that the special assessment
will result in an after-tax charge to earnings of $1,045,000, which has been
reflected in operations for the quarter ended September 30,1996. The
legislation is intended to fully recapitalize the SAIF so that commercial bank
and thrift deposits will be charged the same FDIC premiums beginning January
1,1997. As of such date deposit insurance premiums for highly rated
institutions, such as the Bank, have been substantially reduced.
The Bank, however, will continue to be subject to an assessment to fund
repayment of the FICO obligations. It is anticipated that the FICO assessment
for SAIF insured institutions will be 6.4 cents per $100 of deposits while BIF
insured institutions will pay 1.3 cents per $100 of deposits until the year
2000 when the assessment will be imposed at the same rate on all FDIC insured
deposits. Accordingly, as a result of the reduction of the SAIF assessment,
the annual after tax decrease in assessment costs is expected to be
approximately $300,000 based upon the September 30,1996 assessment base.
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<PAGE> 8
SUBURBFED FINANCIAL CORP.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
During the nine month period ended September 30, 1996, total assets of the
Company increased by $27.4 million. This increase is attributable primarily to
additional Federal Home Loan Bank advances of $19.2 million and $9.7 million of
deposit growth which were invested with the proceeds from mortgage-backed
security repayments and sales to increase loans receivable by $76.6 million.
The strategy of increasing loan originations, which began in 1995, has been
perpetuated during the first three quarters of 1996 and will be pursued for the
remainder of the year.
The increase in loans receivable for the nine month period ended September 30,
1996 is the result of loan disbursements of $137.1 million offset, primarily,
by repayments of $52.3 million, and the sale of $7.4 million of one to four
family, fixed rate loans to the Federal National Mortgage Association.
Comparable origination and repayment data for the nine month period ended
September 30, 1995 shows disbursements of $71.2 million and repayments of $37.2
million.
Mortgage-backed securities ("MBS") held to maturity decreased $11.2 million
during the most recent nine month period due to repayments of $12.9 million
partially offset by purchases of $1.7 million. Pursuant to the Company's
asset/liability management strategy, the Company's purchases carried
adjustable interest rates or had short effective terms (2 to 5 year average
lives).
MBS available for sale decreased $35.3 million during the most recent nine
month period due to the sale of $43.0 million, repayments of $5.1 million and
a negative market value adjustment of $977,000 offset by purchases of $12.2
million and securitization of $1.6 million. During the comparable 1995 period,
mortgage-backed securities available for sale decreased $1.4 million due to
sales of $3.1 million and repayments of $1.6 million offset by a positive
market adjustment of $3.3 million. Sales during the 1996 period were made to
provide liquidity for loan originations.
The level of savings deposits is affected primarily by interest rates, the
total amount of funds consumers elect to save, and competition for savings from
alternative investments in the marketplace. Total savings deposit accounts
increased $9.7 million from $289.0 million on December 31, 1995 to $298.7
million on September 30, 1996. The Company experienced a net deposit inflow of
$900,000 for the nine month period ended September 30, 1996 (before interest
credited), as compared to an inflow of $15.2 million (before interest credited)
for the nine month period ended September 30, 1995. Interest credited was $8.8
million and $7.0 million for the nine months ended September 30, 1996 and 1995,
respectively.
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<PAGE> 9
During 1996, the Company increased Federal Home Loan Bank advances by $19.2
million while other borrowed money decreased $1.6 million.
Stockholders' equity decreased $974,000 during the nine month period ended
September 30, 1996 due primarily to the increase in unrealized losses on
securities available for sale, net of the related income tax effect, of
$685,000, the repurchase of 39,000 shares of stock for $649,000 and payment of
dividends on common stock of $301,000 offset, in part, by earnings of $399,000
and the exercise of stock options of $84,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds are deposits from customers into
interest bearing accounts, scheduled monthly repayments and prepayments of
principal and interest on loans and mortgage-backed securities, and borrowings.
Other potential sources of funds available to the Company include borrowing
from the Federal Home Loan Bank of Chicago. While scheduled loan and
mortgage-backed security payments are relatively predictable sources of funds,
the actual mix and amounts of funds from these sources are directly affected by
general interest rates, economic conditions and competition. The primary
business activity of the Company, that of making conventional mortgage loans on
residential housing, is likewise affected by economic conditions.
Current Office of Thrift Supervision regulations require the Bank to maintain
cash and eligible investments in an amount equal to at least 5% of customer
accounts and short-term borrowings to assure its ability to meet demands for
withdrawals and repayment of short-term borrowings. The Bank's average daily
liquidity ratio for the nine month period ending September 30, 1996 ranged from
5.5% to 7.7%, and it was 6.2% at September 30, 1996. The Bank's average daily
liquidity ratio at December 31, 1995 was 6.8%. Liquid assets have been reduced
and the funds reinvested in short-term fixed rate mortgage-backed securities at
higher yields.
The Company uses its capital resources principally to meet its ongoing
commitments to fund maturing certificates of deposits and deposit withdrawals,
repay borrowings, fund existing and continuing loan commitments, maintain its
liquidity and meet operating expenses. As of September 30, 1996, the Company
had approximately $18.6 million in outstanding commitments to originate
mortgage and consumer loans, $15.6 million of unused lines of credit, no
commitments to purchase MBS and $38,000 of commitments to sell mortgage loans.
The Company considers it's liquidity, borrowing capacity and capital resources
to be adequate to meet its foreseeable short and long-term needs, however,
sales of MBS available for sale will also be considered. The Company expects
to be able to fund or refinance, on a timely basis, its material commitments
and long-term liabilities.
On December 7, 1989, new capital standards were imposed on the thrift industry
as a result of the Financial Institutions Reform, Recovery and Enforcement
Act (the "FIRREA"). Regulatory standards impose the following capital
requirements: a risk-based capital standard expressed as a percent of risk-
adjusted assets, a leverage ratio of
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<PAGE> 10
core capital to total adjusted assets, and a tangible capital ratio expressed
as a percent of total adjusted assets. As of September 30, 1996, the Bank
exceeded all regulatory capital standards.
At September 30, 1996, the Bank's tangible capital was $22.7 million or 5.8% of
adjusted total assets, which is in excess of the current 1.5% requirement by
$16.9 million. In addition, at September 30, 1996, the Bank had core capital
of $22.8 million or 5.9% of adjusted total assets, which exceeds the current
3.0% requirement by $11.1 million. The Bank had risk-based capital of $23.1
million at September 30, 1996, or 12.5% of risk-adjusted assets which exceeds
the current 8.0% risk-based capital requirement by $8.3 million.
ANALYSIS OF OPERATIONS
The Company's net loss for the three month period ended September 30, 1996 was
$449,000 and net income for the nine months ended September 30,1996 was
$399,000, compared to net income of $493,000 and $1.4 million for the same
periods of the prior year. The decrease in income for both of the 1996 periods
is attributable to the special SAIF assessment of $1.7 million and a related
tax benefit of $660,000 for a net effect of $1,045,000.
The net interest income for the three and nine month periods ended September
30,1996 increased $213,000 and $67,000, respectively from the related 1995
periods due to increased volume. Net interest margin decreased from 3.05% for
the three month period ended September 30,1995 to 2.96% for the three month
period ended September 30, 1996. Net interest margin for the nine month period
ended September 30, 1996 was 2.87% as compared to 3.16% for the nine months
ended September 30, 1995. The asset and liability growth is being added at
smaller spreads, however, with proportionally less interest rate risk being
incurred. The asset growth was primarily in adjustable rate mortgage loans
financed by 1 to 3 year certificates of deposit and 2 to 3 year borrowings.
Interest income on loans and mortgage-backed securities for the three and nine
month periods ended September 30, 1996 increased $817,000 and $2.1 million from
the same periods in 1995. These increases resulted primarily from the effect of
the net increases in average loans and mortgage-backed securities outstanding
of $41.6 million during the quarter and $38.6 million during the nine month
period.
Interest expense on deposits increased by $422,000 and $2.0 million,
respectively, for the three and nine month periods ended September 30, 1996
from the prior year levels. These increases resulted from the effects of the
increases in the average cost of deposits from 4.22% and 3.96% for the three
and nine month periods ended September 30, 1995 to 4.42% and 4.44% for the
three and nine month periods ended September 30,1996, respectively, plus the
increased cost incurred from increases of approximately $25.8 million and
$32.8 million in average deposit account balances for the three and nine
month periods ended September 30, 1996 from the prior year levels.
- 8 -
<PAGE> 11
Interest expense on borrowed money increased $175,000 and decreased $20,000,
respectively, for the quarter and nine month period ended September 30, 1996
from the same periods in 1995. These changes are primarily attributable to an
increase of $10.3 million and a decrease of $127,000, respectively, in the
average outstanding balance of borrowed money for the three and nine month
periods ended September 30, 1996 as compared to the same periods in 1995.
Management establishes specific reserves for estimated losses on loans when it
determines that losses are anticipated on these loans. The Company calculates
any allowance for possible loan losses based upon its ongoing evaluation of
pertinent factors underlying the types and quality of its loans. These factors
include but are not limited to current and anticipated economic conditions,
historical loan loss experience, a detailed analysis of individual loans for
which full collectability may not be assured, a determination of the existence
and realizable value of the underlying collateral, the ability of the borrower
to repay, and the guarantees securing such loans. Management, as a result of
this review process, recorded provisions for loan losses in the amount of
$54,000 and $139,000 for the three and nine month periods ended September 30,
1996 as compared to $19,000 and $51,000 for the three and nine month periods
ended September 30, 1995. The increased level of provision relates to the
growth in the loan portfolio and not to any significant increase in the level
of non-performing assets. The Company's general loan loss reserve balance as
of September 30, 1996 was $747,000. The December 31, 1995 general loan loss
reserve balance was $611,000. Net charge-offs (recoveries) for the three and
nine month periods ended September 30, 1996 were ($54,000) and ($26,000) as
compared to $18,000 and $26,000 in the related 1995 periods. A recovery of
$70,000 occurred in the quarter ended September 30,1996 as a result of a
settlement in a legal action. Total nonperforming assets as of September 30,
1996 were $1,033,000 or 0.26% of total assets.
Loan fees and service charges increased $60,000 and $216,000, respectively,
during the three and nine month periods ended September 30, 1996 as compared to
the same periods in 1995 due to increases in loan related fees and charges,
resulting from increases in the volume of loans made during the periods.
Commission income increased $44,000 and $73,000, respectively, for the three
and nine month periods ended September 30, 1996 as compared to the related 1995
periods reflecting increases in the level of annuity sales. Other recurring
non-interest income, consisting of deposit-related fees and other income, for
the three and nine month periods ended September 30, 1996 increased $45,000 and
$153,000, respectively, from 1995 levels primarily as a result of increases in
the number of transaction accounts.
Net realized and unrealized gains on sale of loans and securities were $98,000
and $200,000, respectively, for the three and nine month periods ended
September 30, 1996. For the three and nine month periods, $34,000 and $124,000
of these amounts, respectively, arose from the sale of mortgage-backed
securities available for sale. Sales of loans resulted in a gain of $6,000 and
a loss of $26,000, respectively, for the three and nine month periods ended
September
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<PAGE> 12
30, 1996. The year to date loss was due to rising interest rates during
the second quarter. The remainder of the net gain came from the investments
held for trade portfolio.
Total general and administrative expenses increased as a result of the special
SAIF assessment and additional staffing costs incurred due to the increased
volume of loan originations.
The provisions for income taxes for the three and nine month periods ended
September 30, 1996 decreased from the comparable 1995 periods primarily due to
decreased earnings.
IMPACT OF NEW ACCOUNTING STANDARDS
Accounting for the Impairment of Long-Lived Assets. Statement of Financial
Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed of, "is effective for
fiscal years beginning after December 15, 1995. The statement requires that
long-lived assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss is recognized if the sum of the expected
future cash flows is less than the carrying amount of the asset. The adoption
of SFAS 121 did not have a material impact on the Company's consolidated
financial position or results of operations.
Accounting for Stock-Based Compensation. In October, 1995 the FASB issued
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation." This statement establishes a value-based method
of accounting for stock compensation awards based on their fair value at the
date the awards are granted. The resulting compensation award would be shown
as an expense on the income statement.
SFAS 123 also permits entities to continue to use the intrinsic value method
contained in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees, "(the "APB Opinion No. 25 Method"), allowing them to
continue to apply current accounting requirements, which generally result in no
compensation cost for most fixed stock-option plans. If the intrinsic value
method is retained, SFAS 123 required significantly expanded disclosures,
including disclosure of the pro forma amount of net income and earnings per
share as if the fair value-based method were used to account for stock based
compensation. SFAS 123 is effective for fiscal years beginning after December
15, 1995, however, employers will be required to include in that year's
financial statements, information about options granted in 1995. The Company
has determined that it will continue to apply the APB Opinion No. 25 Method in
preparing its consolidated financial statements.
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." This
Statement applies a "financial-component" approach that focuses on control,
whereby an entity recognizes the financial and servicing assets that it
controls and the liabilities
- 10 -
<PAGE> 13
it has incurred, derecognizes assets when control has been surrendered
or when extinguished. SFAS No. 125 provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. SFAS No. 125 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after December
31,1996. The Company does not expect this pronouncement to have a significant
impact on its consolidated financial condition or results of operations.
The foregoing does not constitute a comprehensive summary of all material
changes or developments affecting the manner in which the Bank keeps its books
and records and performs it financial accounting responsibilities. It is
intended only as a summary of some of the recent pronouncements made by the
FASB which are of particular interest to financial institutions.
RECENT DEVELOPMENTS
On October 24, 1995, the Company announced that its Board of Directors had
authorized a second stock repurchase program which allows the Company to
repurchase up to 4.9% (62,925 shares) of the common stock outstanding over the
next twelve months in open market transactions. As of November 9, 1996 the
Company had purchased 43,907 shares.
-11-
<PAGE> 14
SUBURBFED FINANCIAL CORP.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Bank is a party to legal proceedings in
the ordinary course of business, wherein it enforces its security
interest. The Company and the Bank are not engaged in any legal
proceedings of a material nature at the present time.
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Computation of earnings per share (Exhibit 11 filed
herewith.)
(b) No Reports on Form 8-K were filed this quarter.
-12-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized
SUBURBFED FINANCIAL CORP
---------------------------------
Registrant
DATE: November 14, 1996 BY:(s) /s/ Daniel P. Ryan
-------------------------------------------
Daniel P. Ryan
President and
Chief Executive Officer
DATE: November 14, 1996 BY:(s) /s/ Steven E. Stock
------------------------------------------
Steven E. Stock
Senior Vice President
Chief Financial and
Accounting Officer
-13-
<PAGE> 1
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
Three Months Nine Months
Ended Ended
Sept. 30, 1996 Sept. 30, 1996
-------------- --------------
Net Income (Loss) $(449,314) $398,706
========== ========
Weighted average
shares outstanding 1,253,380 1,259,670
Common stock
equivalents due to dilutive
effect of stock options 50,900 50,426
--------- ---------
Total weighted average
common shares and
equivalents outstanding 1,304,280 1,310,096
========== =========
Primary earnings (loss)
per share $(.34) $.30
====== ====
Total weighted average
common shares and
equivalents outstanding
for primary computation 1,304,280 1,310,096
Additional dilutive
shares using the end of
period market value versus
the average market value
when applying the treasury
stock method - -
--------- --------
Total weighted average
common shares and
equivalents outstanding for
fully diluted computation 1,304,280 1,310,096
========== =========
Fully diluted
earnings per share $(.34) $.30
====== ====
*Note: If average share price is greater than the ending
price, use average price for both primary and fully
diluted calculation.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,997,424
<INT-BEARING-DEPOSITS> 4,396,085
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 1,189,334
<INVESTMENTS-HELD-FOR-SALE> 45,113,960
<INVESTMENTS-CARRYING> 101,141,071
<INVESTMENTS-MARKET> 100,518,592
<LOANS> 225,413,657
<ALLOWANCE> 938,000
<TOTAL-ASSETS> 390,909,951
<DEPOSITS> 298,621,642
<SHORT-TERM> 32,900,000
<LIABILITIES-OTHER> 5,821,902
<LONG-TERM> 20,500,000
<COMMON> 13,630
0
0
<OTHER-SE> 25,376,777
<TOTAL-LIABILITIES-AND-EQUITY> 390,909,951
<INTEREST-LOAN> 10,434,522
<INTEREST-INVEST> 8,989,663
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 19,424,185
<INTEREST-DEPOSIT> 9,941,326
<INTEREST-EXPENSE> 11,659,502
<INTEREST-INCOME-NET> 7,764,683
<LOAN-LOSSES> 138,680
<SECURITIES-GAINS> 200,076
<EXPENSE-OTHER> 9,417,095
<INCOME-PRETAX> 580,106
<INCOME-PRE-EXTRAORDINARY> 398,706
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 398,706
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
<YIELD-ACTUAL> 2.87
<LOANS-NON> 1,033,000
<LOANS-PAST> 62,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 829,000
<CHARGE-OFFS> 15,000
<RECOVERIES> 70,000
<ALLOWANCE-CLOSE> 938,000
<ALLOWANCE-DOMESTIC> 261,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 677,000
</TABLE>
