FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934 For
Quarter Ended March 31, 1998
[ ] 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 0-20886
OHSL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 31-1362390
(State of Incorporation) (I.R.S. Employer Identification No.)
5889 Bridgetown Road, Cincinnati, Ohio
(Address of principal executive office)
45248
(Zip Code)
(513) 574-3322
(Registrant's telephone number, including area code)
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,
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 latest practicable date.
CLASS SHARES OUTSTANDING AT MARCH 31, 1998
----- ------------------------------------
common stock, $.01 par value 1,212,604
<PAGE>
FORM 10-QSB
INDEX
Part I. Financial Information: Page
Item 1. Financial Statements
Consolidated Statements of Financial Condition 3-4
Consolidated Statements of Income 5-6
Consolidated Statements of Comprehensive Income 6
Consolidated Statements of Changes in
Stockholders' Equity 7
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-15
Part II. Other Information:
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security
Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
March 31, December 31
1998 1997
---- ----
ASSETS
Cash and due from banks $2,299 $4,652
Short-term investments 13,288 11,572
------ ------
Cash and cash equivalents 15,587 16,224
Interest-bearing balances with
financial institutions 100 100
Held-to-maturity securities (market
value of $50,623 and $34,145) 50,422 33,854
Available-for-sale securities 10,533 10,774
Loans held for sale 1,849 730
Loans receivable-net 166,747 171,768
Office properties and equipment-net 2,080 2,148
Federal Home Loan Bank stock,
at cost 1,874 1,630
Accrued interest receivable 1,556 1,355
Other assets 426 322
-------- --------
Total Assets $251,174 $238,905
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $187,859 $184,690
Advances from Federal Home Loan
Bank 34,889 26,570
Accrued interest payable 316 233
Advances from borrowers for taxes
and insurance 434 737
other liabilities 1,192 643
Total Liabilities 224,690 212,873
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
(Dollars in thousands except per share data)
March 31, December 31,
1998 1997
---- ----
STOCKHOLDERS' EQUITY
Common stock, $ .01 par value, 3,500,000
shares authorized, 1,430,621 shares
issued at March 31, 1998 and 1,426,395
shares issued at December 31, 1997 $ 14 $ 14
Additional paid-in capital 14,262 14,157
Retained earnings 16,090 15,795
Unamortized cost of bank incentive plan --- (1)
Unearned shares held by employee
stock ownership plan (326) (356)
Treasury stock (184,396 shares at cost) (3,607) (3,607)
Net unrealized gain/(loss) on
available-for-sale securities 51 30
------ ------
Total Stockholders' Equity $26,484 $26,032
------- -------
Total Liabilities and
Stockholders' Equity $251,174 $238,905
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
Three months ended March 31,
----------------------------
1998 1997
---- ----
INTEREST INCOME
Loans, including related fees $ 3,649 $3,393
Short-term money market investments 183 45
Mortgage-backed investments 436 378
Other investments 374 407
--- ---
Total Interest Income 4,642 4,223
INTEREST EXPENSE
Deposits 2,351 2,113
Federal Home Loan Bank advances 402 296
--- ---
Total Interest Expense 2,753 2,409
----- -----
NET INTEREST INCOME 1,889 1,814
Less provision for loan losses 7 16
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,882 1,798
NONINTEREST INCOME
Service charges and fees 59 55
Net gain on loans
originated for sale 87 (2)
Commission income 5 10
Other income 27 13
-- --
178 76
NONINTEREST EXPENSE
Salaries and employee benefits 619 586
occupancy and equipment expense-net 169 171
Computer service expense 40 32
Deposit insurance assessment 28 27
Franchise taxes 82 82
Other operating expenses 220 166
--- ---
1,158 1,064
----- -----
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(Dollars in thousands except per share data)
Three months ended March 31,
1998 1997
INCOME BEFORE TAXES $902 $ 810
Income tax provision 339 285
--- ---
NET INCOME $563 $525
==== ====
EARNINGS PER SHARE $0.23 $0.22
===== =====
EARNINGS PER SHARE, ASSUMING DILUTION $0.23 $0.21
===== =====
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Three months ended March 31,
1998 1997
---- ----
Net Income $563 $525
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
held during period 21 (15)
Comprehensive Income $584 $510
==== ====
See accompanying notes to consolidated financial statements.
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
Three months ended March 31,
1998 1997
---- ----
Balance at January 1 $ 26,032 $25,196
Net income 563 525
Amortization of cost of bank incentive plan --- 4
Purchase of treasury stock --- (242)
Stock options exercised 42 103
Dividends on common stock (268) (267)
ESOP shares earned during the period 94 65
Change in net unrealized gain/(loss) on
available-for-sale securities 21 (15)
----- -----
Balance at March 31 $26,484 $25,369
======= =======
See accompanying notes to consolidated financial statements.
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three months ended March 31,
----------------------------
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 563 $ 525
Adjustments to reconcile net income to net
cash from operating activities 169 656
Net cash from operating activities 732 1,181
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities (21,874) (13,984)
Proceeds from maturities and repayments
on held-to-maturity securities 5,306 2,309
Proceeds form maturities and repayments
on available-for-sale securities 272 437
Proceeds from sales of available-for-sale
securities --- 1,814
Proceeds from sale of loans 5,298 ---
Loans made to customers net of payments
received (1,316) (5,932)
Purchase of property and equipment (14) (19)
------ ------
Net cash from investing activities (12,328) (15,375)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 3,169 4,155
Payments on advances from Federal
Home Loan Bank (14,681) (3,813)
Proceeds from Federal Home Loan Bank
advances 23,000 13,000
Net change in advances from borrowers
for taxes and insurance (303) 133
Cash dividends (268) (267)
Purchase of treasury stock --- (242)
Stock options exercised 42 103
------ ------
Net cash from financing activities 10,959 13,069
------ ------
Net change in cash and cash equivalents (637) (1,125)
Cash and cash equivalents at beginning
of period 16,224 8,373
------ -----
Cash and cash equivalents at end of
period $15,587 $7,248
======= ======
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore,
do not I include information or footnotes necessary for a complete
presentation of financial position, results of operations and cash
flows in conformity with generally accepted accounting
principles. These interim financial statements were prepared in a
manner consistent with the annual financial statements and include
all adjustments (consisting of only normal recurring accruals)
which, in the opinion of management, are necessary for a fair
presentation of the financial statements.
2. Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of OHSL Financial Corp. (" OHSL " or "the Corporation"),
Oak Hills Savings and Loan Company, F.A. ("Oak Hills" or "the
Company"), and its subsidiary, CFSC, Inc.
3. Earnings Per Share
The calculation of earnings per share (I EPS' ) is presented
below. Earnings per share are calculated by dividing the
Corporation's net income by the weighted average shares
outstanding during the period. The weighted average number of
shares have been retroactively restated to reflect a two-for-one
stock split distributed subsequent to March 31, 1998. Weighted
average shares outstanding do not include any shares held by the
Company' s Employee Stock Ownership Plan (" ESOP, ) which have not
been allocated to the ESOP's participants.
For the three months ended March 31, this calculation is as
follows:
1998 1997
---- ----
Net Income
$ 563,000 $ 525,000
Weighted average shares outstanding
during the period 2,481,522 2,501,132
Less average unallocated ESOP
shares during the period 68,258 91,998
--------- ----------
Average shares outstanding for
EPS calculation 2,413,264 2,409,134
========= =========
Earnings per share $0.23 $0.22
===== =====
The calculation of diluted earnings per share involves the
recalculation of weighted average outstanding shares by assuming
that all unexercised stock options are exercised at the exercise
price (in this case, $10.00 per share). These shares therefore
increase the weighted average outstanding shares. It is then
assumed that the proceeds from this exercise, including the value
of the tax benefit derived by the Corporation due to the exercise
(the Corporation receives a tax benefit which corresponds to the
taxability of any options exercised by directors of the
Corporation), are used to repurchase shares at the average market
price during the year. These repurchases act to reduce the
weighted average outstanding shares for EPS calculation purposes.
The net income for the year is then divided by the diluted"
weighted average shares outstanding to arrive at diluted earnings
per share.
The calculation of diluted earnings per share for the three months
ended March 31 is presented below:
1998 1997
---- ----
Weighted average outstanding shares
during the period.. 2,413,264 2,409,134
Average option shares issued... 107,700 149,990
Less: shares repurchased with option
proceeds and tax benefit... (43,630) (80,618)
Weighted average shares for diluted
earnings per share... $2,477,334 $2,418,506
========== ==========
Diluted earning per share
$0.23 $0.21
===== =====
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OHSL FINANCIAL CORP.
MARCH 31, 1998
FINANCIAL CONDITION:
Total assets increased from $238.9 million at December 31, 1997 to
$251.2 million at March 31, 1998, an increase of $12.3 million or
5.1%. During the first quarter of 1998, held-to-maturity
securities increased by $16.6 million. This change was funded
primarily by a $3.2 million increase in deposits, an $8.3 million
increase in advances from the Federal Home Loan Bank, and a
decrease in loans receivable of $5.0 million. The above changes
are largely the result of the Company's investment strategy,
wherein favorable interest rate spreads will be captured from
time-to-time in an effort to increase net interest income. In
addition, the Company seeks to grow its deposit base in order to
gain market share and to enable it to cross-sell other products
and services.
Loans receivable, as noted above, decreased by $5.0 million in the
first quarter of 1998. Due to the continuation of the low
interest rate environment, very strong mortgage loan refinancings
have been experienced. Despite robust loan originations in the
first quarter of 1998 totaling $18.2 million, heavy principal
payments and payoffs on loans resulted in a reduction of loans
receivable at March 31, 1998.
Held-to-maturity securities increased by $16.6 million in 1998,
due largely to the Company's purchase of investment securities
during this time period. These purchases totaled $21.9 million,
and consisted of $7.9 million in investment-grade commercial paper
and $14.0 million in U.S. Government Agency securities. A large
portion ($10.0 million) of the U.S. Government securities were
acquired as part of an investment strategy wherein the Company
locks in certain interest rate spreads by funding the investment
purchase with a Federal Home Loan Bank advance of a similar amount
and / or term. The corresponding increase in Federal Home Loan
Bank advances of $8.3 million relates to this investment activity.
The stockholders' equity of OHSL increased by $452,000 during the
first quarter of 1998. The major components of this increase are
the Corporation's net income of $563,000, which was somewhat
offset by dividends on the Corporation's common stock of $268,000.
Stockholders' equity therefore increased to $26.5 million at March
31, 1998.
RESULTS OF OPERATIONS:
Net income for the three months ended March 31, 1998 was $563,000,
an increase of $38,000 or 7.2P6 over the net income for the three
months ended March 31, 1997. This represents earnings per share
(fully diluted) of $0.23 versus $0.21 for the same period in 1997.
Total interest income for the three months ended March 31, 1998
was $4,642,000, compared to $4,223,000 for the same period in
This increase ($419,000 or 9.9%) is generally the result Of larger
loan and investment balances carried during the first three months
of 1998 when compared to the same period in 1997.
Total interest expense for the three months ended March 31 1998
was $2,753,000, compared to $2,409,000 for the same period in This increase
($304,000 or 14.3%) is generally attributable to the
higher levels of deposits and borrowings carried during the first
quarter of 1998, as OHSL strives to increase its market share of
deposit products and to take advantage of spread opportunities as
described above. While both interest income and interest expense
increased during the first three months of 1998, net interest
income for the three months ended March 31, 1998 totaled
$1,889,000, an increase of $75,000 or 4.1% over the same period in
1997.
The Corporation's provision for loan losses totaled $7,000 for the
three months ended March 31, 1998, compared to $16,000 for the
same period in 1997. The credit quality of the Company's loan
portfolio remains very strong and is favorable when compared to
the prior year (nonperforming loans totaled $422,000 at March 31,
1998 compared to $748,000 at March 31, 1997). Due to its strong
credit quality, management believes that moderate additions to its
loan loss allowance are sufficient to cover potential future
losses.
Noninterest income for the three months ended March 31, 1998 was
$178,000, compared to $76,000 for the same period in 1997.
This increase ($102,000 or 134.2t) is largely attributable to an
increase in net gains on loans originated for sale. During the
first quarter of 1998, the Company sold $5.2 million of fixed
rate, single family loans in the secondary market, generating
gains of $87,000. Due principally to the low interest rate
environment which existed during the first quarter of 1998, the
Company sought to minimize the additional interest rate risk
associated with holding long term, fixed rate mortgage loans by
selling its current production of these loans in the secondary
market. By comparison, the sale of similar loan products in the
first quarter of 1997 was minimal, resulting in a loss of $2,000
in that quarter.
Noninterest expense for the three months ended March 31, 1998 was
$1,158,000, compared to $1,064,000 for the same period in 1997.
This increase ($94,000 or 8.8%) is largely attributable to an
increase in salaries and employee benefits expense of $33,000 and
an increase in other operating expenses of $54,000.
The above increase in salaries and employee benefits expense is
primarily the result of the hiring of personnel in 1998 to fill
positions created due to the Company's growth, coupled with merit
increases to the Company's staff, and an increase in the ESOP
benefits expense. The ESOP benefits expense is based upon the
average value of ESOP shares distributed to eligible employees
during the period. As the market price for OHSL's common stock
has increased substantially from its March, 1997 level, the ESOP
expense has risen proportionately.
The increase in other operating expenses is largely attributable
to increases in bank fees expense, consulting fees, loan expenses,
postage and other miscellaneous expenses.
The income tax provision for the three months ended March 31, 1998
was $339,000, compared to $285,000 for the same period in 1997.
This increase ($54,000 or 18.9%) is attributable to the higher
level of pre-tax earnings generated in the first three months of
1998 when compared to the same period in 1997.
Liquidity.
In general terms, liquidity is a measurement of the cash, cash
equivalents and other items which are convertible into cash in the
event that funds are needed in order to provide for future
operations. The primary sources of liquidity are cash, short-term
investments (such as Federal Funds and funds in eligible
"Overnight" type accounts), and qualifying securities as defined
by regulation. Federal regulations require the Corporation's
subsidiary, Oak Hills Savings and Loan Company, F.A., to maintain
certain minimum levelsof liquidity. Generally, current federal
regulations require the liquid assets (as defined) of the Company
to be 4.0!k of the Company'stotal assets (also as defined). At
March 31, 1998, the Company's liquid assets totaled $54.3 million
or 28.2%.
The factors which are expected to have a continuing impact on the
level of Oak Hills' liquidity are as follows: (1) loan demand; (2)
net deposit flows in subsequent periods; (3) corporate needs for
cash in order to fund ongoing operations; (4) other cash needs as
they may arise.
Based upon its projections, management anticipates that liquidity
will remain at or near current levels for the near future. Oak
Hills does have the ability to raise cash through borrowing
arrangements with the Federal Home Loan Bank of Cincinnati,
through the purchase of Federal funds and through other borrowing
sources. In addition, the parent company (OHSL Financial Corp.)
could also be a source of liquidity by lending funds to Oak Hills,
by guaranteeing the credit of Oak Hills or through other
arrangements. Management is of the opinion that current liquidity
levels are adequate.
Capital Resources:
OHSL's equity capital totaled $26.5 million at March 31, 1998, an
increase of $452,000 from December 31, 1997. As discussed more
fully in the Financial Condition section, the major components of
this increase include the net income for the first quarter, which
was partially offset by dividends declared on the common stock.
Federal regulations require savings associations to maintain
certain minimum levels of regulatory capital. Regulations
currently require tangible capital, as defined by regulation,
divided by total assets (also as defined) to be at least 1.5%. The
regulations also require core capital, as defined by regulation,
divided by total assets (also as defined) to be at least 4.0%.
Finally, the regulations require risk-based capital (as defined)
divided by total assets (as defined) to be at least 8.0%. Oak
Hills compliance with these requirements at March 31, 1998 is
summarized below:
Amount Percent (%) of
-(000) Applicable Assets
Tangible capital $21,063 8.57%
Requirement 3,689 1.50%
------- -----
Excess $17,374 7.07%
======= =====
Core capital $21,063 8.57%
Requirement 9,216 4.00%
------- -----
Excess $11,847 4.57%
======= =====
Risk-based capital $21,578 16.57%
Requirement 10,418 8.00%
------- ------
Excess $11,160 8.57%
======= ======
At March 31, 1998, the book value per share of OHSL common stock
was $21.84 based upon 1,212,604 outstanding shares.
Accounting Changes:
The Financial Accounting Standards Board (" FASB" ) issues
Financial Accounting Standards @" FAS" ) that affect OHSL.
The following FAS represent new and / or significant
pronouncements in this area.
FAS No. 130, " Reporting Comprehensive Income"
FAS No. 130 is effective for both interim and year-end financial
statements for fiscal years beginning after December 15, 1997 and
establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses,
gains, and losses) in a full set of general-purpose financial
statements. Comprehensive income is defined as all changes in
equity other than those resulting from investments by owners or
distributions to owners. Net income is, therefore, a component of
comprehensive income. The most common items of other
comprehensive income include unrealized gains or losses on
securities available for sale, gains and losses on certain foreign
currency transactions, and minimum pension liability adjustments.
While full disclosure for each reported period is required in
year-end financial statements, interim financial statements need
only disclose total comprehensive income for each reported period.
The Standard does not mandate a specific format for reporting
comprehensive income, but it does require that all items that are
required to be recognized as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements. The Consolidated
Statements of Comprehensive Income are included in Form 10-QSB on
page 6.
FAS No. 131, " Disclosures About Segments of an Enterprise and
Related Information"
FAS No. 131 is effective for reported periods included in year-end
financial statements for fiscal years beginning after December 15,
1997 and for all reported periods in interim financial statements
for reporting periods, following the first required full fiscal
year disclosure. FAS No. 131 establishes new guidance for the way
that public business enterprises report information about
operating segments in annual financial statements and requires
that those enterprises report selected information about
reportable operating segments in interim financial reports issued
to stockholders. FAS No. 131 supersedes the industry approach to
segment disclosures previously required by FAS No. 14, Financial
Reporting for Segments of a Business Enterprise, replacing it with
a method of segment reporting which is based on the structure of
an enterprises internal organization reporting. The Statement
also establishes standards for related disclosures about products
and services, geographic areas and major customers.
Management does not believe that implementation of this Standard
will result in the identification of other reportable business
segments at this time.
<PAGE>
PART II: OTHER INFORMATION
OHSL FINANCIAL CORP.
MARCH 31, 1998
Item 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
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
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
On February 4, 1998, the Registrant filed a Form 8-K
to report the issuance of a press release announcing
earnings for the fourth quarter and the year ended
December 31, 1997. On March 3, 1998, the Registrant
filed a From 8-K to report the issuance of a press
release announcing the declaration of a two-for-one
stock split of its common stock. On March 9, 1998, the
Registrant filed a From 8-K to report the payment of a
cash dividend.
<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.
OHSL Financial Corp.
Date: May 4, 1998 By: /s/Kenneth L. Hanauer
Kenneth L. Hanauer
President and Chief
Executive Officer
(Principal Executive officer)
Date: May 4, 1998 By: /s/ Patrick J. Condren
Patrick J. Condren
Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
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<PERIOD-END> MAR-31-1998
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