FFY FINANCIAL CORP
8-K, 1997-01-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)

                                January 21, 1997
                                ----------------


                               FFY FINANCIAL CORP
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                       0-21638                       34-1735753
- --------------------------------------------------------------------------------
 (State or other            (Commission File Number)            (IRS Employer
 jurisdiction of                                                Identification
  incorporation)                                                    Number)


 724 Boardman-Poland Road, Youngstown, Ohio                         44512
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:               330-726-3396
- --------------------------------------------------------------------------------


                                      N/A
       ------------------------------------------------------------------
         (Former name or former address, if changed since last report)



Item 5.    Other Events

      On January 21, 1997, the Registrant issued the attached press release.


Item 7.    Financial Statements and Exhibits

           (a)   Fiancial Statements


FFY FINANCIAL CORP. AND SUBSIDIARY
(unaudited)

<TABLE>
<CAPTION>
Selected Consolidated Financial Condition Data:    December 31,   June 30,      %
- -----------------------------------------------       1996          1996      Change
(Dollars in thousands)                             ---------------------------------

<S>                                                <C>            <C>         <C>
Total assets                                       $582,331       $575,602      1%
Loans receivable, net                               453,270        438,790      3%
Allowance for loan losses                             3,506          3,439      2%
Non-performing assets                                 4,984          4,673      7%
Securities available for sale                        83,484        109,836    -24%
Deposits                                            460,708        456,541      1%
Securities sold under agreements to repurchase        6,888          6,640      4%
Borrowed funds                                       25,000          1,200     NM
Stockholders' equity                                 83,342        101,921    -18%
</TABLE>

<TABLE>
<CAPTION>
                                                                  Three months ended              Six months ended
                                                                     December 31,                    December 31,
Selected Consolidated Operations Data:                       ----------------------------    ----------------------------
- --------------------------------------                                               %                               %
(Dollars in thousands except per share amounts)                1996       1995     Change      1996       1995     Change
                                                             ------------------------------------------------------------

<S>                                                          <C>        <C>        <C>       <C>        <C>        <C>
Total interest income                                        $11,588    $10,883      6%      $22,797    $21,731      5%
Total interest expense                                         5,927      5,554      7%       11,493     11,156      3%
                                                             ------------------              ------------------
      Net interest income                                      5,661      5,329      6%       11,304     10,575      7%
Provision for loan losses                                        198         73    171%          353        149    137%
                                                             ------------------              ------------------
      Net interest income after provision for loan losses      5,463      5,256      4%       10,951     10,426      5%
Non-interest income                                              219        278    -21%          439        533    -18%
Gain (loss) on sale of securities                                173         17     NM          (370)        17     NM
Total non-interest expense                                    (3,014)    (2,857)     5%       (8,967)    (5,800)    55%
                                                             ------------------              ------------------
      Income before federal income taxes                       2,841      2,694      5%        2,053      5,176    -60%
Federal income tax expense                                       940        918      2%          647      1,748    -63%
                                                             ------------------              ------------------
Net income                                                   $ 1,901    $ 1,776      7%      $ 1,406    $ 3,428    -59%
                                                             ==================              ==================

Earnings per share                                           $  0.39    $  0.35     11%      $  0.29    $  0.67    -57%
                                                             ==================              ==================

Cash dividends declared per share                            $ 0.175    $  0.15     17%      $  0.35    $  0.30     17%
                                                             ==================              ==================
</TABLE>


FFY FINANCIAL CORP. AND SUBSIDIARY
(unaudited)

<TABLE>
<CAPTION>
                                                     Three months ended            Six months ended
                                                        December 31,                  December 31,
                                                  ------------------------    --------------------------

Selected Financial Ratios and Other Data:            1996          1995           1996           1995
- -----------------------------------------         ------------------------------------------------------

<S>                                               <C>           <C>           <C>            <C>
Performance Ratios:
  Return on assets (ratio of net income to
   average total assets)                            1.27%(2)      1.24%(2)       0.48%(2)       1.20%(2)
  Interest rate spread information:
    Average during period (3)                       3.12%(2)      2.98%(2)       3.20%(2)       2.93%(2)
    End of period (3)                               3.02%         2.73%          3.02%          2.73%
  Net interest margin (1)  (3)                      3.92%(2)      3.85%(2)       4.00%(2)       3.80%(2)
  Ratio of operating expense to average
   total assets                                     2.01%(2)      2.00%(2)       3.05%(2)       2.02%(2)
  Return on equity (ratio of net income
   to average equity)                               7.38%(2)      6.71%(2)       2.74%(2)       6.43%(2)
  Dividend payout ratio                            44.87%        42.86%        120.69%         44.78%
  Liquidity Ratio (Bank only)                       7.67%        13.45%          7.67%         13.45%

Quality Ratios:
  Non-performing assets to total assets at end
   of period                                        0.86%         0.84%          0.86%          0.84%
  Allowance for loan losses to non-performing
   assets                                          70.35%        68.71%         70.35%         68.71%
  Provision for loan losses to total loans
   receivable, net                                  0.17%(2)      0.07%(2)       0.16%(2)       0.07%(2)

Capital Ratios:
  Equity to total assets at end of period          14.31%        18.17%         14.31%         18.17%
  Average equity to average assets                 17.16%        18.53%         17.45%         18.57%
  Book value per share                            $19.30        $20.15        $ 19.30        $ 20.15
  Increase in book value per share
   due to SFAS No. 115                            $ 0.04        $ 0.07        $  0.04        $  0.07
  Ratio of average interest-earning assets to
   average interest-bearing liabilities             1.20 x        1.22 x         1.20 x         1.22 x
  Regulatory capital ratios: (Bank only)
    Tangible capital - 1.50% required               9.92%        10.04%          9.92%         10.04%
    Core capital - 3.00% required                   9.92%        10.04%          9.92%         10.04%
    Risk-based capital - 8.00% required            17.48%        18.95%         17.48%         18.95%


<F1> Net interest income divided by average interest earning assets - 
     calculated without consideration of the unrealized loss on securities 
     available for sale.
<F2> Annualized.
<F3> Ratio is presented on a fully taxable equivalent basis using the 
     company's federal statutory tax rate of 34%.

</TABLE>

           (b)   Exhibits

                 20.1.   Press release, dated January 21, 1997.


                                   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.


                                            FFY FINANCIAL CORP.

Date:  January 24, 1997                     By:  /s/ JEFFREY L. FRANCIS
       ---------------------                     ------------------------------
                                                     Jeffrey L. Francis,
                                                     President and CEO






                              FFY Financial Corp.


For Immediate Release                   For Further Information:
Tuesday, January 21, 1997               Jeff Francis, President and CEO
                                        Terri Liutkus, Treasurer and CFO
                                        330/726-3396 - telephone
                                        330/758-1356 - telecopier


     FFY Financial Corp. Reports 2nd Quarter Earnings and Regular Dividend

      Youngstown, Ohio, January 21, 1997 - FFY Financial Corp. (NASDAQ:  
FFYF) announced net income of $1.9 million or $.39 per share for its 2nd 
fiscal quarter ended December 31, 1996.  Earnings for the current quarter 
compared to $1.8 million, or $.35 per share for the prior year quarter ended 
December 31, 1995.

      On November 20, 1996, the Company commenced a Modified Dutch Auction 
Tender Offer whereby FFY Financial offered to purchase up to 1.5 million 
shares of its common stock within a price range of $24 to $26 per share.  As 
a result of the offer, which expired on December 20, 1996, the Company 
purchased 808,000 shares, approximately 15.8% of the shares outstanding, at 
$26.00 per share at a total cost of $21.0 million. Final settlement of the 
transaction occurred on December 31, 1996.

      Assets totaled $582.3 million at December 31, 1996, a decrease of 
$20.2 million, or 3.4% from $602.5 million at September 30, 1996 primarily 
due to the tender offer.  Net loans receivable increased $4.1 million, or 
1.0% during the quarter and totaled $453.3 million at December 31, 1996 with 
growth continuing to be predominantly in 1-4 family mortgages.  Securities 
declined $41.5 million during the quarter and totaled $83.5 million at 
December 31, 1996 primarily due to security sales used to fund the tender 
offer. These sales generated gains of $173,000 during the quarter, and 
proceeds from sales not used for the tender offer, totaling approximately 
$17.0 million are available for reinvestment.  Deposits totaled $460.7 
million at December 31, 1996, an increase of $11.8 million, or 2.6% from 
$448.9 million at September 30, 1996.  

      Nonperforming indirect auto loans increased from $493,000 at September 
30, 1996 to $1.1 million at December 31, 1996, resulting in a $198,000 
provision for loan losses for the current quarter, an increase of $125,000 
from the prior year quarter, to bring the allowance for losses to 45% of 
nonperforming indirect auto loans at December 31, 1996.  The Bank began the 
indirect auto lending program in January 1996, and since that time has 
tightened underwriting standards and increased collection efforts on these 
loans. 

      At its meeting of January 21, 1997 the Company's board of directors 
approved its regular quarterly dividend of 17.5 cents per share.  The 
dividend will be paid on February 13, 1997 to shareholders of record on 
January 31, 1997.

      Except for the historical information contained herein, the matters 
discussed in this press release may be deemed to be forward-looking 
statements that involve risks and uncertainties, including changes in 
economic conditions in the Company's market area, changes in policies by 
regulatory agencies, fluctuations in interest rates, demand for loans in the 
Company's market area and competition, and other risks detailed from time to 
time in the Company's SEC reports, including the report on Form 10-K for the 
year ended June 30, 1996 and Form 10-Q for the quarter ended September 30, 
1996.  Actual strategies and results in future periods may differ materially 
from those currently expected.  These forward-looking statements represent 
the Company's judgment as of the date of this release.  The Company 
disclaims, however, any intent or obligation to update these forward-looking 
statements.






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