<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
( ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from October 1, 1996 to December 31, 1996
Commission file number 0-20082
Hinsdale Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-3811768
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Grant Square, Hinsdale, Illinois 60521
(Address of principal executive offices) (Zip Code)
(630) 323-1776
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all the
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.
Common Stock, $0.01 par value -2,710,447 shares outstanding as of
February 7, 1997.
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<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Form 10-Q
Index
-----
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Financial Statements (unaudited)
Consolidated Statements of Financial Condition
as of December 31, 1996 and September 30, 1996 1
Consolidated Statements of Income for the Three
Months Ended December 31, 1996 and 1995 2
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended December 31, 1996 and 1995 3
Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 1996 and 1995 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Part II. Other Information
- -------- -----------------
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Signature Page 16
<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
December 31, September 30,
(In thousands, except share data) 1996 1996
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 7,645 6,069
Interest-bearing deposits 19,596 22,924
Investment securities available for sale, at fair value 1,998 1,998
Mortgage-backed securities available for sale, at fair value 5,140 5,367
Loans, net of allowance for losses of $2,272 at
December 31, 1996 and $2,412 at September 30, 1996 609,371 590,722
Accrued interest receivable 3,522 3,431
Real estate 1,586 1,249
Premises and equipment, net 6,592 6,669
Stock in Federal Home Loan Bank of Chicago, at cost 7,445 7,445
Other assets 5,069 5,023
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$ 667,964 650,897
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 462,869 452,472
Borrowed funds 131,900 128,949
Collateralized mortgage obligations 2,243 2,542
Advances by borrowers for taxes and insurance 7,919 2,820
Accrued expenses and other liabilities 6,407 8,643
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 611,338 595,426
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Stockholders' Equity:
Preferred stock, $.01 par value; authorized 1,500,000 shares; none outstanding - -
Common stock, $.01 par value; authorized 6,000,000 shares;
2,790,085 shares issued and 2,695,085 outstanding at December 31, 1996
and September 30, 1996 27 27
Additional paid-in capital 21,066 21,066
Retained earnings, substantially restricted 37,117 36,038
Treasury stock, at cost (95,000 shares) (1,284) (1,284)
Common stock purchased by:
Employee Stock Ownership Plan (428) (471)
Net unrealized gains on securities available for sale, net of tax 128 95
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Total stockholders' equity 56,626 55,471
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Commitments and contingencies
- -----------------------------------------------------------------------------------------------------------------------------------
$ 667,964 650,897
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</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Consolidated Statements of Income
<TABLE>
<CAPTION>
Three Months Ended
December 31,
(In thousands, except per share amounts) 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Interest Income:
Loans $ 10,687 11,164
Mortgage-backed securities 113 161
Investment securities 161 192
Interest-bearing deposits 137 266
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Total interest income 11,098 11,783
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Interest Expense:
Deposits 4,828 4,981
Borrowed funds 1,922 2,604
Collateralized mortgage obligations 74 129
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Total interest expense 6,824 7,714
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Net interest income 4,274 4,069
Provision for loan losses - 50
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Net interest income after provision for loan losses 4,274 4,019
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Noninterest Income:
Gain on sales of loans and mortgage-backed securities 70 98
Income from real estate operations 78 76
Servicing fee income 115 101
Fees and commissions 2,887 2,412
Other 6 291
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Total noninterest income 3,156 2,978
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Noninterest Expense:
Compensation and benefits 3,135 2,898
Occupancy expense 805 701
Federal deposit insurance premiums 206 259
Computer services 141 140
Other 1,379 1,298
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Total noninterest expense 5,666 5,296
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Income before income taxes 1,764 1,701
Income tax expense 685 679
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Net income $ 1,079 1,022
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Primary earnings per share $ 0.39 0.37
Fully diluted earnings per share $ 0.38 0.37
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</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
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Hinsdale Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Additional
Common Paid-in Retained Treasury
(In thousands) Stock Capital Earnings Stock
=========================================================================================================
<S> <C> <C> <C> <C>
Three Months Ended December 31, 1995
Balance at September 30, 1995 $ 27 20,861 32,966 (1,284)
Net income - - 1,022 -
Proceeds from exercise of stock options - 12 - -
Tax benefit from stock related
compensation - 8 - -
Principal payment on ESOP loan - - - -
Fractional shares related to stock split - - (2) -
Change in net unrealized gains on
securities available for sale,
net of tax - - - -
- ---------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 $ 27 20,881 33,986 (1,284)
=========================================================================================================
Three Months Ended December 31, 1996
Balance at September 30, 1996 $ 27 21,066 36,038 (1,284)
Net income - - 1,079 -
Principal payment on ESOP loan - - - -
Change in net unrealized gains on
securities available for sale,
net of tax - - - -
- ---------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 $ 27 21,066 37,117 (1,284)
=========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Unrealized
Common Common Gains (Losses)
Stock Stock on Securities
Acquired Acquired Available
By ESOP By BRPs for Sale Total
============================================================================================================
(unaudited)
<S> <C> <C> <C> <C>
Three Months Ended December 31, 1995
Balance at September 30, 1995 (686) (86) 179 51,977
Net income - - - 1,022
Proceeds from exercise of stock options - - - 12
Tax benefit from stock related
compensation - - - 8
Principal payment on ESOP loan 43 - - 43
Fractional shares related to stock split - - - (2)
Change in net unrealized gains on
securities available for sale,
net of tax - - 48 48
- ------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 (643) (86) 227 53,108
============================================================================================================
Three Months Ended December 31, 1996
Balance at September 30, 1996 (471) - 95 55,471
Net income - - - 1,079
Principal payment on ESOP loan 43 - - 43
Change in net unrealized gains on
securities available for sale,
net of tax - - 33 33
- ------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 (428) - 128 56,626
============================================================================================================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
December 31,
(In thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,079 1,022
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 358 260
Amortization of deferred gain - (65)
Provision for loan losses - 50
Amortization of premiums, discounts, and deferred loan fees 109 75
Additions to deferred fees (116) (111)
Amortization of collateralized mortgage obligations discount 26 43
Originations of loans held for sale (105,504) (89,055)
Sale of loans originated for resale 90,600 89,733
Gain on sales of loans and mortgage-backed securities (70) (98)
Increase in accrued interest receivable (91) (182)
Increase in other assets (400) (364)
Increase (decrease) in accrued expenses and other liabilities (2,253) 936
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (16,262) 2,244
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Loans originated for investment (22,496) (27,904)
Loans purchased (1,397) (1,512)
Purchase of premises and equipment (201) (106)
Principal collected on loans 20,161 21,028
Principal collected on mortgage-backed securities 278 494
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Net cash used in investing activities (3,655) (8,000)
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Cash Flows From Financing Activities:
Net increase in deposits 10,397 13,682
Proceeds from borrowed funds 38,000 9,000
Repayment of borrowed funds (35,049) (44,234)
Repayment of collateralized mortgage obligations (325) (434)
Net increase in advance payments by borrowers for taxes and insurance 5,099 447
Decrease in ESOP loan 43 43
Proceeds from options exercised - 12
Cash paid in lieu of fractional shares related to 25% stock split - (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 18,165 (21,486)
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (1,752) (27,242)
Cash and cash equivalents at beginning of period 28,993 56,272
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 27,241 29,030
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 6,821 7,808
Income taxes 100 345
Supplemental Disclosures of Noncash Activities:
Loans exchanged for mortgage-backed securities $ 1,907 7,791
Additions to real estate acquired in settlement of loans 187 -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended December 31, 1996 and 1995
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP")
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation have been included.
The unaudited consolidated financial statements include the accounts of
Hinsdale Financial Corporation ("the Company"), its wholly-owned subsidiary,
Hinsdale Federal Bank for Savings ("the Bank"), and the Bank's wholly-owned
subsidiaries: Preferred Mortgage Associates, Ltd. ("Preferred"), Hinsdale
Insurance Services, Inc., and NASCOR II Corporation. All material intercompany
balances and transactions have been eliminated.
(2) Change in Fiscal Year
As a result of the Merger with Liberty Bancorp, Inc., the Company has
changed its fiscal year end from September 30 to December 31. Therefore, the
current quarter ended December 31, 1996 represents the first and only quarter of
the partial year ended December 31, 1996.
(3) Earnings per Share
Earnings per share of common stock have been determined by dividing net
income for the period by the weighted average number of common and common
equivalent shares outstanding. Stock options are regarded as common share
equivalents and are therefore considered in both primary and fully diluted
earnings per share calculations. Common stock equivalents are computed using the
treasury stock method.
(4) Commitments and Contingencies
At December 31, 1996, the Company had outstanding commitments to originate
and purchase loans of $39.6 million, of which $20.2 million were fixed-rate and
$19.4 million were adjustable-rate commitments. Unused equity lines of credit
available to customers were $61.5 million at December 31, 1996.
(5) Reclassifications
Certain reclassifications of prior year amounts have been made to conform
with current year presentation.
5
<PAGE>
Hinsdale Financial Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General
Hinsdale Financial Corporation ("the Company") is a registered savings and
loan holding company incorporated under the laws of the state of Delaware and is
engaged in the business of providing financial service products to the public
through its wholly-owned subsidiary, Hinsdale Federal Bank for Savings ("the
Bank").
The Bank, a Federal savings bank chartered under the authority of the Office
of Thrift Supervision ("OTS"), originally was organized in 1934, and changed its
charter from a federal savings and loan association to a federal savings bank in
1991. The Bank is a member of the Federal Home Loan Bank ("FHLB") System and its
deposit accounts are insured to the maximum allowable amount by the Federal
Deposit Insurance Corporation ("FDIC"). The Bank is regulated by the OTS and the
FDIC and is further regulated by the Board of Governors of the Federal Reserve
System as to reserves required to be maintained against deposits and certain
other matters.
The Bank is a community-oriented company providing financial services
through ten retail banking facilities in DuPage and western Cook counties in
Illinois. The Bank offers a variety of deposit products in an attempt to attract
funds from the general public in highly competitive market areas surrounding its
offices. In addition to deposit products, the Bank also offers its customers
financial advice and security brokerage services through INVEST Financial
Corporation ("INVEST"). The Bank invests its retail deposits in mortgage and
consumer loans, investment securities and mortgage-backed securities, secured
primarily by one-to four-family residential loans.
The earnings of the Bank are primarily dependent on its net interest income,
which is the difference between the interest income earned on its loan,
mortgage-backed securities, and investment portfolios, and its cost of funds,
consisting of the interest paid on its deposits and borrowings. The Bank has
determined to place additional emphasis on expanding its portfolio of home
equity lines of credit, the interest rates on which adjust with the prime rate.
An increase in home equity lines of credit is intended to enhance the Bank's
interest rate spread and its interest rate risk management.
On May 31, 1995, the Company acquired Preferred Mortgage Associates, Ltd.
("Preferred"), one of the largest mortgage brokers in the Chicago metropolitan
area. Preferred has four mortgage origination offices including its headquarters
in Downers Grove, Illinois. Established in 1987, Preferred brokered loans for
twenty-five separate lenders in 1996. The Bank anticipates that it will continue
to retain approximately 20% of Preferred's current annual loan origination
volume. Effective October 1, 1995, the Company transferred the ownership of
Preferred to the Bank. The acquisition of Preferred has resulted in significant
increases in both noninterest income and noninterest expense.
The Bank's earnings are also affected by noninterest income, including
income related to loan origination fees contributed by Preferred and the
noncredit consumer related financial services offered by the Bank, such as net
commissions received by the Bank from securities brokerage services, commissions
from the sale of insurance products, loan servicing income, fee income on
transaction accounts, and interchange fees from its shared ATMs. The Bank's
noninterest income has also been affected by gains from the sale of various
assets, including loans, mortgage-backed securities, investment securities, loan
servicing, and real estate. Noninterest expense consists principally of employee
compensation, occupancy expense, federal deposit insurance premiums, and other
general and administrative expenses of the Bank and Preferred.
The Bank's results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government policies and actions of regulatory authorities.
On August 2, 1996, the Company announced an Agreement and Plan of Merger
with Liberty Bancorp, Inc., which provides, among other things, that (i) Liberty
Bancorp, Inc. will be merged with and into Hinsdale Financial Corporation, with
Hinsdale Financial Corporation as the surviving corporation, which effective
upon consummation of the transactions contemplated in the Merger Agreement, will
amend its Certificate of Incorporation to increase the total number of
authorized shares of common stock to 11,000,000 and operate under the name
"Alliance Bancorp," (ii) Liberty Federal Savings Bank, the savings bank
subsidiary of Liberty Bancorp, Inc., will be merged
6
<PAGE>
with and into Hinsdale Federal Bank for Savings, the savings bank subsidiary of
the Hinsdale Financial Corporation, and the resulting bank will operate under
the new name of Liberty Federal Bank, and (iii) each outstanding share of
Liberty Bancorp, Inc. common stock issued and outstanding at the effective time
of the Merger shall be converted into 1.054 shares of common stock of Alliance
Bancorp. The Merger has been approved by the shareholders of both companies.
Consummation of the Merger is subject to all required regulatory approvals. It
is expected that the Merger will be completed at the close of business on
February 10, 1997 and be accounted for under the purchase method of accounting.
Liquidity/Capital Resources
The Company's primary sources of funds are deposits, borrowings, proceeds
from principal and interest payments on loans and mortgage-backed securities and
the sale of securitized loans. While maturities and scheduled amortization of
loans and mortgage-backed securities are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by interest rate cycles
and economic conditions.
The Bank is required by regulation to maintain specific minimum levels of
liquid investments. Regulations currently in effect require the Bank to maintain
liquid assets at least equal to 5.0% of the sum of its average daily balance of
net withdrawable accounts and short-term borrowed funds. This regulatory
requirement may be changed from time to time by the OTS to reflect current
economic conditions and deposit flows. The Bank's liquidity ratio was 5.14% at
December 31, 1996.
The Company's most liquid assets are cash and cash equivalents, which
include investments in highly liquid, short-term investments and interest-
bearing deposits. The levels of these assets are dependent on the Company's
operating, financing, lending and investing activities during any given period.
At December 31, 1996, cash and cash equivalents totaled $27.2 million.
Liquidity management for the Company is both a daily and long-term function
of the Company's management strategy. Excess funds are generally invested in
short-term investments and interest-bearing deposits. In the event that the
Company should require funds beyond its ability to generate them internally,
additional sources of funds are available through the use of Federal Home Loan
Bank of Chicago ("FHLB") advances.
The Company's cash flows are comprised of three classifications: cash flows
from operating activities, cash flows from investing activities, and cash flows
from financing activities. Cash flows used in operating activities, consisting
primarily of interest and dividends received less interest paid on deposits, and
the origination and sale of loans, were $16.3 million for the three months ended
December 31, 1996. Net cash used in investing activities, consisting primarily
of disbursements for loans originated for investment and purchases of loans,
offset by principal collections on loans and mortgage-backed securities was $3.7
million for the three months ended December 31, 1996. Net cash provided by
financing activities, consisting primarily of net activity in deposit and escrow
accounts, net repayment of borrowed funds and the repayment of collateralized
mortgage obligations, totaled $18.2 million for the three months ended
December 31, 1996.
In connection with the Company's loan origination activities, the Company's
interest rate risk management policy specifies the use of certain hedging
activities in an attempt to reduce exposure to changes in loan market prices
from the time of commitment until securitization. The Company will engage in
hedging transactions as a method of reducing its exposure to interest rate risk
present in the secondary market. The Company's hedging transactions are
generally forward commitments to sell fixed-rate mortgage-backed securities at a
specified future date. The loans securitized through the Federal National
Mortgage Association ("FNMA") are generally used to satisfy these forward
commitments. The sale of fixed-rate mortgage-backed securities for future
delivery presents a risk to the Company that, if the Company is not able to
deliver the mortgage-backed securities on the specified delivery date, it may be
required to repurchase the forward commitment to sell at the then current market
price. At December 31, 1996 the Company had forward commitments to sell $500,000
FNMA mortgage-backed securities with delivery dates in January 1997.
The Bank's tangible capital ratio at December 31, 1996 was 7.83%. This
exceeded the tangible capital requirement of 1.5% of adjusted assets by $42.2
million. The Bank's leverage capital ratio at December 31, 1996 was 8.05%. This
exceeded the leverage capital requirement of 3.0% of adjusted assets by $33.7
million. The
7
<PAGE>
Bank's risk-based capital ratio was 13.43% at December 31, 1996. The Bank
currently exceeds the risk-based capital requirement of 8.0% of risk-weighted
assets by $22.2 million.
Changes in Financial Condition
The Company reported total assets of $668 million at December 31, 1996, an
increase of $17.1 million, or 2.6%, from September 30, 1996, primarily as a
result of loans originated for sale. The loan portfolio increased $18.7 million
from $590.7 million at September 30, 1996, to $609.4 million at December 31,
1996. For the current three-month period, loans originated and purchased were
$129.4 million, which were offset by principal reductions of $20.2 million and
the sale of $90.6 million loans.
Deposits increased $10.4 million, or 2.3%, to $462.9 million at December 31,
1996 from $452.5 million at September 30, 1996. The average cost of deposits was
4.24% for the three months ended December 31, 1996. This represents a slight
decrease from the average cost of deposits of 4.30% reported for the year ended
September 30, 1996. The Bank increased borrowings from the FHLB by $3.0 million
during the quarter to partially offset the increase in the loan portfolio.
Advance payments from borrowers for taxes and insurance increased $5.1 million,
primarily due to timing of payments.
Stockholders' equity totaled $56.6 million at December 31, 1996. The number
of common shares outstanding were 2,695,085 and book value per common share
outstanding was $21.01 per share.
Asset Quality
Non-performing Assets
The following table sets forth information as to non-accrual loans and real
estate owned at the dates indicated. The Company discontinues the accrual of
interest on loans ninety days or more past due, at which time all accrued but
uncollected interest is reversed. There were no loans at December 31, 1996 nor
during the quarter ended December 31, 1996, which met the definition of an
impaired loan. A loan is considered impaired when it is probable that a creditor
will be unable to collect contractual principal and interest due according to
the contractual terms of the loan agreement. Loans considered for impairment do
not include residential mortgage and consumer installment loans.
<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------------------------------
December 31, September 30, June 30, March 31, December 31,
(Dollars in thousands) 1996 1996 1996 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual mortgage loans
90 days or more past due $ 1,163 932 731 866 1,089
Non-accrual consumer loans
90 days or more past due - - - - 56
-----------------------------------------------------------------------------------------
Total non-performing loans 1,163 932 731 866 1,145
Total foreclosed real estate 545 207 160 - -
-----------------------------------------------------------------------------------------
Total non-performing assets $ 1,708 1,139 891 866 1,145
-----------------------------------------------------------------------------------------
Total non-performing loans
to total loans 0.18 % 0.15 0.12 0.13 0.18
Total non-performing assets
to total assets 0.26 % 0.17 0.13 0.13 0.17
</TABLE>
Classification of Assets
The Company regularly reviews the assets in its portfolio to determine
whether any assets require classification in accordance with applicable
regulations.
As of December 31, 1996, the Company had total classified assets of
$545,000, all of which were classified "substandard". Substandard assets
consisted of foreclosed single family residential loans (real estate owned).
8
<PAGE>
Asset/Liability Management
The Company manages its exposure to interest rate risk by emphasizing the
origination and purchase of adjustable-rate mortgage ("ARM") loans. Management
believes that investing in ARM loans, short-term profits are possibly sacrificed
compared to the yields obtainable through investment in fixed-rate loans,
however, the Company's exposure to the risk of interest rate fluctuations is
reduced, thereby enhancing long-term profitability. The fixed-rate mortgage
loans the Bank originates are securitized and sold into the secondary market,
with servicing retained, as part of its operation and interest rate risk
management strategy. More recently, the Company has placed additional emphasis
on origination of home equity lines of credit, the interest rates on which
adjust with the prime rate. An increase in home equity lines of credit should
enhance the Bank's interest rate spread and its interest rate risk management.
The Bank seeks to lengthen the maturities of its deposits by emphasizing
savings certificates with maturities of three months or more. At December 31,
1996, savings certificates with original maturities of three months or more
totaled $267.9 million, or 57.9%, of total deposits. The Bank seeks to reduce
its risk of early withdrawals from its longer term savings certificates by
requiring early withdrawal penalties on all certificates. The Bank does not
actively solicit high-rate jumbo certificates of deposit or brokered funds.
Matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are interest rate sensitive by monitoring
an institution's interest rate sensitivity gap. An asset or liability is
considered interest rate sensitive within a specific time period if it will
mature or reprice within that time period. The interest rate sensitivity gap is
defined as the difference between the amount of interest-earning assets
anticipated, based upon certain assumptions, to mature or reprice within a
specific time period and the amount of interest-bearing liabilities anticipated,
based upon certain assumptions, to mature or reprice within that time period. A
gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. During a period of rising interest
rates, a negative gap would tend to adversely affect net interest income while a
positive gap would tend to result in an increase in net interest income. During
a period of falling interest rates, a negative gap would tend to result in an
increase in net interest income while a positive gap would tend to adversely
affect net interest income. The Company's one-year interest sensitivity gap as a
percent of total assets was a negative 4% at December 31, 1996.
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 1996, which are
anticipated by the Company to reprice or mature in each of the future time
periods shown. Except as stated below, the amounts of assets and liabilities
shown which reprice or mature during a particular period were based upon the
contractual terms of the asset or liability or certain assumptions concerning
the amortization and prepayment of such assets and liabilities. Regular savings
accounts, NOW accounts and money market accounts, which collectively totaled
$153 million at December 31, 1996, were assumed to be withdrawn at annual
percentage rates of 17%, 37% and 79%, respectively. The collateralized mortgage
obligations were assumed to prepay at the same rate used for the mortgage-backed
securities collateralizing these obligations. Management believes that these
assumptions approximate actual experience and considers them reasonable,
although the actual amortization and repayment of assets and liabilities may
vary substantially.
9
<PAGE>
Interest Rate Sensitivity Gap Analysis
<TABLE>
<CAPTION>
At December 31, 1996
------------------------------------------------------------------------
More Than More Than
1 Year 1 Year 3 Years More Than
(Dollars in thousands) Or Less To 3 Years To 5 Years 5 Years Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Mortgage loans (1) $ 243,190 266,454 17,842 21,454 548,940
Equity lines of credit (1) 56,129 - - - 56,129
Consumer loans (1) 2,567 805 441 1,598 5,411
Mortgage-backed securities (2) 1,042 1,430 928 1,542 4,942
Interest-bearing deposits 19,596 - - - 19,596
Investment securities (2) 9,446 - - - 9,446
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets 331,970 268,689 19,211 24,594 644,464
Interest-Bearing Liabilities
Regular savings accounts 13,283 20,176 13,153 31,524 78,136
NOW interest-bearing accounts 8,577 7,851 2,101 4,652 23,181
Money market accounts 41,121 5,727 2,726 2,478 52,052
Certificate accounts 184,651 42,670 40,532 - 267,853
Borrowed funds 111,900 15,000 5,000 - 131,900
Collateralized mortgage obligations 1,648 595 - - 2,243
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 361,180 92,019 63,512 38,654 555,365
- -----------------------------------------------------------------------------------------------------------------------------------
Interest sensitivity gap $ (29,210) 176,670 (44,301) (14,060) 89,099
- -----------------------------------------------------------------------------------------------------------------------------------
Cumulative interest sensitivity gap $ (29,210) 147,460 103,159 89,099
- -----------------------------------------------------------------------------------------------------------------------------------
Cumulative interest sensitivity gap as a
percentage of total assets (4.37) % 22.08 15.45 13.34
Cumulative net interest-earning assets as a
percentage of interest-sensitive liabilities 91.91 % 132.54 119.96 116.04
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of the gap analysis, mortgage and consumer loans are not
reduced by the allowance for loan losses and are reduced for non-performing
loans.
(2) Mortgage-backed and investment securities are not increased by unrealized
gains resulting from the adoption of FASB No. 115.
Certain shortcomings are inherent in the method of analysis presented in the
foregoing table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as ARM loans, have features which
restrict changes in interest rates on a short-term basis and over the life of
the asset. Further, in the event of a change in interest rates, prepayment and
early withdrawal levels would likely deviate significantly from those assumed in
calculating the table. Finally, the ability of many borrowers to service their
debt may decrease in the event of an interest rate increase.
Analysis of Net Interest Income
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income depends upon the volume of interest-earning assets and
interest-bearing liabilities and the interest rate earned or paid on them.
10
<PAGE>
Average Balance Sheets
The following table sets forth certain information relating to the Company's
Consolidated Statements of Financial Condition and reflects the average yield on
assets and the average cost of liabilities for the periods indicated. Such
yields and costs are derived by dividing income or expense by the average
balance of assets or liabilities, respectively, for the periods shown. Average
balances are derived from average daily balances and include non-performing
loans. The yields and costs include fees which are considered adjustments to
yields.
<TABLE>
<CAPTION>
Three Months Ended December 31, At December 31,
-------------------------------------------------------------------------
1996 1995 1996
------------------------------------------------------------------------- --------------------
Average Average
Average Yield/ Average Yield/ Yield/
(Dollars in thousands) Balance Interest Cost Balance Interest Cost Balance Cost
- -------------------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Mortgage loans, net $ 534,992 $ 9,525 7.12 % $ 575,810 $ 10,297 7.15 % $ 547,831 7.25 %
Equity lines of credit 53,383 1,047 7.78 24,007 541 8.94 56,129 7.95
Consumer loans 5,039 115 9.13 11,555 326 11.29 5,411 8.08
Mortgage-backed securities 5,339 113 8.47 7,701 161 8.36 5,140 8.71
Interest-bearing deposits 19,971 137 2.68 29,505 266 3.53 19,596 6.50
Investment securities 9,446 161 6.77 11,218 192 6.85 9,443 6.72
- ------------------------------------------------------------------------------------------------------------ --------------------
Total interest-earning assets 628,170 11,098 7.06 659,796 11,783 7.14 643,550 7.30
Noninterest-earning assets 21,137 20,851 24,414
- ------------------------------------------------------------------------------------------------------------ --------------------
Total assets $ 649,307 $ 680,647 $ 667,964
- ------------------------------------------------------------------------------------------------------------ --------------------
Liabilities and Stockholders'
Equity:
Interest-bearing liabilities:
Deposits:
Savings accounts $ 341,937 $ 4,322 5.02 % $ 337,809 $ 4,415 5.18 % $ 345,989 5.02 %
NOW noninterest-bearing
accounts 35,573 - - 32,772 - - 41,647 -
NOW interest-bearing accounts 22,927 90 1.56 22,890 96 1.66 23,181 1.62
Money market accounts 51,110 416 3.23 55,346 470 3.37 52,052 3.31
- ------------------------------------------------------------------------------------------------------------ --------------------
Total deposits 451,547 4,828 4.24 448,817 4,981 4.40 462,869 4.21
Funds borrowed:
Borrowed funds 125,660 1,922 5.99 158,325 2,604 6.44 131,900 6.09
Collateralized mortgage
obligations 2,234 74 13.25 3,947 129 13.07 2,243 12.81
- ------------------------------------------------------------------------------------------------------------ --------------------
Total funds borrowed 127,894 1,996 6.11 162,272 2,733 6.60 134,143 6.20
- ------------------------------------------------------------------------------------------------------------ --------------------
Total interest-bearing liabilities 579,441 6,824 4.65 611,089 7,714 4.99 597,012 4.66
Other liabilities 13,963 17,281 14,326
- ------------------------------------------------------------------------------------------------------------ --------------------
Total liabilities 593,404 628,370 611,338
Stockholders' equity 55,903 52,277 56,626
- ------------------------------------------------------------------------------------------------------------ --------------------
Total liabilities and
stockholders' equity $ 649,307 $ 680,647 $ 667,964
- ------------------------------------------------------------------------------------------------------------ --------------------
Net interest income/
interest rate spread $ 4,274 2.41 % $ 4,069 2.15 % 2.64 %
- ------------------------------------------------------------------------------------------------------------ --------------------
Net interest-earning assets/
net interest margin $ 48,729 2.72 % $ 48,707 2.47 %
- ------------------------------------------------------------------------------------------------------------
Interest-earning assets to
interest-bearing liabilities 1.08 X 1.08 X
- ------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
Rate/Volume Analysis
The following table presents the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate), (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume), and (iii) the net change. The changes
attributable to the combined impact of volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.
<TABLE>
<CAPTION>
Three Months Ended December 31, 1996
Compared To
Three Months Ended December 31, 1995
-----------------------------------------
Increase (Decrease)
In Net Interest Income
Due To
-----------------------------------------
(In thousands) Volume Rate Net
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest-Earning Assets:
Mortgage loans, net $ (729) (43) (772)
Equity lines of credit 584 (78) 506
Consumer loans (158) (53) (211)
Mortgage-backed securities (50) 2 (48)
Interest-bearing deposits (74) (55) (129)
Investment securities (29) (2) (31)
- -----------------------------------------------------------------------------------------------------------------------------------
Total (456) (229) (685)
- -----------------------------------------------------------------------------------------------------------------------------------
Interest-Bearing Liabilities:
Deposits 30 (183) (153)
Funds borrowed (546) (191) (737)
- -----------------------------------------------------------------------------------------------------------------------------------
Total (516) (374) (890)
- -----------------------------------------------------------------------------------------------------------------------------------
Net change in net interest income $ 60 145 205
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Comparison of Operating Results for the Three Months Ended
December 31, 1996 and December 31, 1995
General
Net income totaled $1,079,000, or $0.38 per fully diluted share for the
three months ended December 31, 1996, as compared to $1,022,000, or $0.37 per
fully diluted share reported for the quarter ended December 31, 1995. Net
interest income for the three months ended December 31, 1996 was $4.3 million,
an increase of $205,000 from the December 31, 1995 quarter of $4.1 million.
Interest Income
Interest income for the quarter ended December 31, 1996 totaled $11.1
million, a decrease of $685,000, or 5.8%, from the prior year's quarter.
Interest income on mortgage loans decreased $772,000, or 7.5%, to $9.5 million
from the comparable quarter of 1995. This decrease resulted primarily from a
decrease of $40.8 million, or 7.1% in the average mortgage loan portfolio, to
$535 million when comparing the 1996 and 1995 periods. The annualized average
yield on the mortgage loan portfolio decreased slightly to 7.12% for the three
months ended December 31, 1996, from 7.15% for the 1995 period. Interest income
on equity lines of credit increased $506,000, or 93.5%, to $1.0 million from the
prior year's quarter. As a result of the Bank's promotion of this product, the
average balance of equity lines of credit increased $29.4 million, or 122.4%, to
$53.4 million from $24.0 million from the comparable quarter of 1995. Interest
income on consumer loans decreased $211,000 to $115,000 for the three months
ended December 31, 1996. The decrease is primarily the result of the sale in
March 1996 of the Bank's credit card portfolio. Interest income on
mortgage-backed securities for the three months ended December 31, 1996
12
<PAGE>
decreased $48,000 to $113,000 from the comparable quarter of 1995. The
annualized average yield on the mortgage-backed securities portfolio increased
to 8.47% for the three months ended December 31, 1996, from 8.36% for the
comparable 1995 period. The average balance of the mortgage-backed securities
portfolio for the 1996 period decreased $2.4 million, or 30.7%, to $5.3 million
from the prior year's period. The average balance of the investment securities
portfolio for the 1996 period decreased $1.8 million, or 15.8%, to $9.4 million
compared to the three months ended December 31, 1995 as a result of maturities
in the portfolio.
Interest Expense
Interest expense on deposit accounts decreased $153,000, or 3.1%, to $4.8
million, for the quarter ended December 31, 1996 compared to the prior year's
quarter. The annualized average cost of deposits for the three months ended
December 31, 1996 was 4.24%, a decrease from the annualized average cost of
4.40% for the comparable 1995 period. The average deposit base increased $2.7
million to $451.5 million during the 1996 period. For the quarter ended
December 31, 1996, the Company recorded interest expense on borrowed funds of
$1.9 million on an average balance of $125.7 million at an annualized cost of
5.99% related to FHLB advances. The average balance of the Collateralized
Mortgage Obligations ("CMO") bonds outstanding decreased $1.7 million, or 43.4%,
to $2.2 million for the three months ended December 31, 1996 compared to the
1995 period, due to payments and prepayments of the mortgage-backed securities
held as collateral for the bonds. The interest expense on the CMO bonds for the
1996 period decreased $55,000 to $74,000 compared to the three months ended
December 31, 1995. The annualized average cost on the CMO bonds increased to
13.25% for the 1996 quarter from 13.07% for the three months ended December 31,
1995, due to adjustments to the discount on the bonds for changes in the
estimated average maturities of the collateral.
Net Interest Income
Net interest income for the three months ended December 31, 1996 increased
$205,000 or 5.0%, to $4.3 million from the comparable 1995 period. The
annualized average yield on interest-earning assets decreased from 7.14% to
7.06% when comparing the 1995 and 1996 quarters. The annualized average cost of
interest-bearing liabilities decreased from 4.99% to 4.65%. This resulted in an
annualized average net interest rate spread of 2.41% for the three-month period
ended December 31, 1996 compared to 2.15% for the comparable prior year's
period. Both the average balance of interest-earning assets and interest-bearing
liabilities decreased $31.6 million during the quarter ended December 31, 1996
compared to the 1995 quarter.
Provision for Loan Losses
Based on management's evaluation of the loan portfolio, no provision for
loan losses was recorded during the quarter ended December 31, 1996. A $50,000
provision had been recorded in the 1995 period. The amount of non-performing
loans at December 31, 1996, was $1,163,000, or 0.18% of total loans, compared to
$1,145,000 or 0.18% of total loans at December 31, 1995.
Noninterest Income
Total noninterest income for the three months ended December 31, 1996 was
$3.2 million, an increase of $178,000 from the 1995 period. Fees and commissions
increased $475,000 for the quarter ended December 31, 1996 primarily due to loan
origination fees contributed by Preferred. Other noninterest income for the
quarter ended December 31, 1995 included a $288,000 state tax refund.
Noninterest Expense
Noninterest expense for the quarter ended December 31, 1996 totaled $5.7
million, an increase of $370,000, or 7.0% from the prior year's comparable
quarter primarily related to the operations of Preferred.
13
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
Not Applicable.
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
(a) The Company held a Special Meeting of Stockholders on
December 11, 1996.
(b) Not Applicable
(c) The following matters were voted upon at the Special
Meeting and the number of affirmative votes and negative
votes cast with the respect to each matter is as
follows:
(i) Approve and adopt the Agreement and Plan of Merger
by and between Hinsdale Financial Corporation and
Liberty Bancorp, Inc.
For Against Abstain Non Votes
---------------------------------------------
1,460,690 1,011,233 3,017 26,068
(ii) Approve an amendment to the Company's Certificate
of Incorporation to increase the number of
authorized shares of Common Stock to 11,000,000.
For Against Abstain
-------------------------------------
1,514,293 980,733 5,982
(iii) Approve an amendment to the Company's Certificate
of Incorporation to change the Company's name to
"Alliance Bancorp."
For Against Abstain
-------------------------------------
1,544,536 948,433 8,039
Item 5. Other Information
Not Applicable.
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit No. 11 Statement re: Computation of Per Share
Earnings
<TABLE>
<CAPTION>
Quarter Ended
December 31, 1996
---------------------
<S> <C>
Net income $ 1,079,000
---------------------
Weighted average common shares outstanding 2,680,085
Common stock equivalents due to dilutive effect of stock options 121,420
---------------------
Total weighted average common shares and equivalents outstanding 2,801,505
---------------------
Primary earnings per share $ 0.39
---------------------
Total weighted average common shares and equivalents outstanding 2,801,505
Additional dilutive shares using end of period market value versus average
market value for the period when utilizing the treasury stock
method regarding stock options 3,197
---------------------
Total weighted average common shares and equivalents outstanding
for fully diluted computation 2,804,702
---------------------
Fully diluted earnings per share $ 0.38
---------------------
</TABLE>
(b) Reports on Form 8-K.
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hinsdale Financial Corporation
Dated: February 7,1997 /s/ Kenne P. Bristol
--------------------- -------------------------
Kenne P. Bristol
President and
Chief Executive Officer
Dated: February 7, 1997 /s/ Richard A. Hojnicki
---------------------------- -------------------------
Richard A. Hojnicki
Executive Vice President and
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 7,645
<INT-BEARING-DEPOSITS> 19,596
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,138
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 611,643
<ALLOWANCE> 2,272
<TOTAL-ASSETS> 667,964
<DEPOSITS> 462,869
<SHORT-TERM> 111,900
<LIABILITIES-OTHER> 14,326
<LONG-TERM> 0
0
0
<COMMON> 27
<OTHER-SE> 56,599
<TOTAL-LIABILITIES-AND-EQUITY> 667,964
<INTEREST-LOAN> 10,687
<INTEREST-INVEST> 274
<INTEREST-OTHER> 137
<INTEREST-TOTAL> 11,098
<INTEREST-DEPOSIT> 4,828
<INTEREST-EXPENSE> 6,824
<INTEREST-INCOME-NET> 4,274
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 70
<EXPENSE-OTHER> 5,666
<INCOME-PRETAX> 1,764
<INCOME-PRE-EXTRAORDINARY> 1,764
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,079
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.38
<YIELD-ACTUAL> 2.72
<LOANS-NON> 1,163
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,412
<CHARGE-OFFS> 150
<RECOVERIES> 10
<ALLOWANCE-CLOSE> 2,272
<ALLOWANCE-DOMESTIC> 550
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,722
</TABLE>
