SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1997
[ ]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 33-60230
Albion Banc Corp.
(Exact name of registrant as specified in its charter)
Delaware 16-1435160
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
48 North Main Street, Albion, New York 14411-0396
(Address of principal executive offices) (Zip Code)
(716) 589-5501
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports 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.
X Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding as of November 1,1997
Common Stock, $.01 par value 263,086 shares
ALBION BANC CORP.
INDEX
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial Condition
September 30, 1997 (unaudited)and December 31, 1996 1
Consolidated Statements of Income (unaudited)
Three months ended September 30, 1997 and 1996 2
Consolidated Statements of Income (unaudited) 3
Nine months ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows (unaudited) 4
Nine months ended September 30, 1997 and 1996
Notes to Consolidated Financial Information 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II. Other Information 10
Signatures 11
ALBION BANC CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, December 31,
1997 1996
Assets (unaudited)
Cash and due from banks $ 824,982 $ 1,025,929
Fed funds sold 4,000,000 1,100,000
Investment securities:
Available for sale, 3,337,400 3,945,700
Held to maturity 8,622,691 7,302,388
Loans held for sale 551,941 657,698
Loans 50,291,199 47,487,035
Less-Allowance for loan losses (270,191) (305,900)
Net Loans 50,021,008 47,181,135
Accrued interest receivable 412,601 364,517
Federal Home Loan Bank stock 500,000 450,000
Premises and equipment, net 2,374,216 2,095,528
Other assets 165,319 462,215
Total Assets $70,810,158 $64,585,110
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing $ 2,115,203 $ 1,585,086
Interest-bearing 52,749,279 46,906,933
Total deposits 54,864,482 48,492,019
FHLB advances and other borrowings 9,257,014 9,275,675
Advances from borrowers for taxes 415,517 823,620
Other liabilities 208,603 130,209
Total Liabilities $64,745,616 $58,721,523
Shareholders' Equity:
Preferred stock, $.01 par value
500,000 shares authorized, none outstanding
Common stock, $.01 par value
3,000,000 shares authorized, 263,086
shares outstanding 2,631 2,631
Capital surplus 2,368,606 2,348,185
Retained earnings 3,890,248 3,749,459
Treasury stock at cost, 13,035 shares (221,595) (221,595)
Unearned ESOP shares (51,155) (70,708)
Unrealized gain on securities 75,807 55,615
Total Shareholders' Equity 6,064,542 5,863,587
Total Liabilities and Shareholders'
Equity $70,810,158 $64,585,110
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended
September 30,
1997 1996
Interest income:
Interest and fees on loans $1,059,649 $ 993,846
Interest on investment securities 200,074 108,430
Interest on federal funds sold 75,829 11,747
Total interest income 1,335,552 1,114,023
Interest expense:
Interest on deposits 603,452 523,724
Interest on borrowed funds 145,171 56,138
Total interest expense 748,623 579,862
Net interest income 586,929 534,161
Provision for loan losses 9,000 76,764
Net interest income after
provision for loan losses 577,929 457,397
Noninterest income:
Gain on sale of loans and real estate owned 0 10,242
Other noninterest income 90,514 53,245
Total noninterest income 90,514 63,487
Noninterest expense:
Salaries and employee benefits 209,581 222,852
Occupancy expenses 99,578 76,752
Deposit insurance premiums 11,710 31,614
SAIF special assessment 0 274,921
Professional fees 24,560 34,064
Data processing fees 48,735 51,251
Other operating expenses 118,450 103,520
Total noninterest expense 512,614 794,974
Income before income tax expense (benefit) 155,829 (274,090)
Income tax expense (benefit) 62,570 (106,299)
Net income (loss) $ 93,259 $ (167,791)
Earnings per common and common
equivalent share $.37 ($.69)
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Nine Months Ended
September 30,
1997 1996
Interest income:
Interest and fees on loans $3,085,984 $2,903,686
Interest on investment securities 599,853 348,727
Interest on federal funds sold 145,551 33,211
Total interest income 3,831,388 3,285,624
Interest expense:
Interest on deposits 1,686,336 1,612,305
Interest on borrowed funds 435,779 142,311
Total interest expense 2,122,115 1,754,616
Net interest income 1,709,273 1,531,008
Provision for loan losses 26,414 94,764
Net interest income after
provision for loan losses 1,682,859 1,436,244
Noninterest income:
Gain on sale of loans and real estate owned 40,717 38,030
Other noninterest income 247,760 162,023
Total noninterest income 288,477 200,053
Noninterest expense:
Salaries and employee benefits 682,594 681,255
Occupancy expenses 266,834 224,534
Deposit insurance premiums 34,419 91,825
SAIF special assessment 0 274,921
Professional fees 85,532 97,594
Data processing fees 144,880 154,558
Other operating expenses 321,823 250,548
Total noninterest expense 1,536,082 1,775,235
Income before income tax expense (benefit) 435,254 (138,938)
Income tax expense (benefit) 178,533 (63,200)
Net income (loss) $ 256,721 $ (75,738)
Earnings per common and common
equivalent share $1.02 ($.30)
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net Income (loss) $ 256,721 $ (75,738)
Depreciation, amortization and accretion 102,520 108,408
Provision for loan losses 26,414 94,764
Provision for losses on foreclosed real estate 0 41,000
Net gain on sale of mortgage loans (6,717) (5,948)
Net gain on sale of real estate owned (34,492) (32,082)
ESOP expense 35,487 32,479
Net change in loans held for sale 112,474 459,294
Changes in operating assets and liabilities-
Increase (decrease) in other assets 22,375 (226,232)
Increase in other liabilities 78,394 125,409
Net cash provided by operating activities $ 593,166 $ 521,354
Cash flows from investing activities:
Proceeds from the sale of foreclosed real estate 254,586 153,158
Proceeds from maturities of investment securities
held to maturity 3,323,386 1,240,000
Proceeds from maturities and calls of investment
securities available for sale 628,281 758,226
Purchases of investment securities held to maturity (4,600,364) (681,702)
Purchases of investment securities
available for sale 0 (497,372)
Net increase in loans receivable (2,866,287) (3,469,057)
(Purchase) redemption of FHLB stock 50,000 104,200
Net purchase of fixed assets (414,082) (55,241)
Net cash used in investing activities (3,724,490) (1,988,494)
Cash flows from financing activities:
Net increase in demand deposits, NOW accounts
and money market accounts 530,117 199,324
Net increase in time deposits 5,842,346 345,703
Proceeds from FHLB and other borrowings 4,000,000 5,500,000
Payment on FHLB advances and other borrowings (4,018,661) (2,517,145)
Net increase in advances from borrowers for
taxes and insurance (408,103) (559,678)
Proceeds from exercise of stock options 0 24,907
Dividends paid (115,332) (77,055)
Purchase of treasury shares 0 (221,595)
Net cash provided by financing activities 5,830,367 2,694,461
Net increase in cash and cash equivalents 2,699,053 768,027
Cash and cash equivalents at beginning of period 2,125,929 2,397,018
Cash and cash equivalents at end of period $4,824,982 $3,165,045
Cash paid during the period for:
Interest $2,151,726 $1,754,616
Income taxes 68,000 20,000
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
SEPTEMBER 30, 1997
NOTE 1 - BASIS OF PRESENTATION:
The unaudited interim financial information includes the accounts of Albion
Banc Corp. (the "Company"), Albion Federal Savings and Loan Association (the
"Association") and New Frontier of Albion Corp. ("New Frontier"). The financial
information has been prepared in accordance with the Summary of Significant
Accounting Policies as outlined in the Company's Annual Report for the year
ended December 31, 1996, and in the opinion of management, contains all
adjustments necessary to present fairly the Company's financial position as
of September 30, 1997 and December 31, 1996, and its results of operations
for the three and nine month periods ended September 30, 1997 and 1996 and
cash flows for the nine month period ended September 30, 1997 and 1996. All
adjustments made to the unaudited interim financial information were of a
recurring nature.
Note 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE:
The amortized cost and estimated market value of investment securities available
for sale are as follows:
September 30, 1997 December 31, 1996
Amortized Market Amortized Market
Cost Value Cost Value
Mortgage-backed securities $3,211,182 $3,337,400 $3,850,505 $3,945,700
Note 3 - INVESTMENT SECURITIES HELD TO MATURITY:
The amortized cost and estimated market value of investment securities held to
maturity are as follows:
September 30, 1997 December 31, 1996
Amortized Market Amortized Market
Cost Value Cost Value
U.S. Treasury Securities $ 607,318 $ 607,688 $2,872,670 $2,875,100
U.S. Agencies 2,001,719 2,000,940 0 0
State and political
subdivision securities 0 0 200,218 201,400
Mortgage-backed securites 5,913,666 5,948,705 4,129,590 4,106,600
Corporate obligations 99,988 100,085 99,910 100,700
$8,622,691 $8,657,418 $7,302,388 $7,283,800
NOTE 4 - LOANS RECEIVABLE:
Loans consist of the following:
September 30, December 31,
1997 1996
Real estate loans:
Secured by one-to-four family property $39,425,271 $38,734,967
Secured by other properties 2,380,218 2,234,372
Construction loans 1,144,451 578,318
42,949,940 41,547,657
Other loans:
Automobile loans 105,847 129,271
Home improvement loans 6,946,553 4,959,798
Other 796,747 1,106,331
7,849,147 6,195,400
Less:
Undisbursed portion of loans (550,454) (278,927)
Net deferred loan origination costs 42,566 22,905
Allowance for loan losses (270,191) (305,900)
(778,079) (561,922)
$50,021,008 $47,181,135
NOTE 5 - ALLOWANCE FOR LOAN LOSSES:
An analysis of changes in the allowance for loan losses is as follows:
Nine-months ended
September 30,
1997 1996
Balance at beginning of period $305,900 $244,100
Provision expense 26,414 94,764
Charge-offs 62,123 29,640
Balance at end of period $270,191 $309,224
NOTE 6 - EARNINGS PER SHARE:
Earnings per share is determined by dividing income for the period by the
weighted average number of common and common equivalent shares. Stock options
are regarded as common stock equivalents, whereas ESOP shares not committed to
be released are not considered outstanding for purposes of calculating earnings
per share. The weighted average number of shares used in the computation of
earnings per share was 251,286 and 252,501 for the nine month period ended
September 30, 1997 and September 30, 1996, respectively and 253,526 and 242,498
for the three month period ended September 30, 1997 and September 30, 1996,
respectively. There is no material difference between primary and fully diluted
earnings per share.
ALBION BANC CORP.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1997
Financial Condition
Total assets of Albion Banc Corp. were $70.8 million as of September 30, 1997,
an increase of $6.2 million or 9.6% over total assets as of December 31,
1996. Deposits, the Company's primary source of funds, increased $6.4
million or 13.1% to $54.9 million at September 30, 1997. Borrowings from the
Federal Home Loan Bank of New York were $9.0 million at September 30,1997,
unchanged from the $9.0 million at December 31, 1996.
Investment securities available for sale, primarily mortgage-backed securities,
decreased from $3.9 million at December 31, 1996 to $3.3 million at September
30, 1997. This decrease can be attributed to normal principal paydowns of
mortgage-backed securities. Proceeds from principal paydowns were reinvested
primarily in real estate loans, consumer loans and securities held to maturity.
Investment securities held to maturity, primarily mortgage-backed securities,
U.S. Treasury and government agency securities, corporate bonds and municipal
obligations, increased from $7.3 million at December 31, 1996 to $8.6 million at
September 30, 1997. This increase can be attributed to the purchase of $2.0
million in government agency securities, $.6 million in U.S. Treasury securities
and $2.0 million in mortgage-backed securities. These purchases were offset by
$3.1 million in normal maturities and paydowns in the portfolio.
Total loans receivable as of September 30, 1997 were $50.3 million, an increase
of $2.8 million over total loans at December 31, 1996. The majority of this
increase occurred in consumer loans, primarily home equity loans which increased
by $2.0 million over the respective balance at December 31, 1996. Real estate
loans secured by one-to-four family properties increased by $.7 million and real
estate loans secured by other properties, including construction loans as of
September 30, 1997, increased by $.7 million during the period.
The Company's shareholders' equity increased $200,955 or 3.4%, from $5,863,587
at December 31, 1996 to $6,064,542 at September 30, 1997. This increase is due
primarily to earnings in the first three quarters and the resulting increase in
equity, offset by cash dividends on common stock of $115,332. The Company's
equity as a percentage of total assets at September 30, 1997 was 8.6% and
exceeds all regulatory requirements.
Liquidity measures the ability of the Company to meet its maturing obligations
and existing commitments, to withstand fluctuations in deposit levels, to fund
its operations and to provide for customers credit needs. The Company's
principal sources of funds are customer deposits, advances from the Federal Home
Loan Bank of New York and principal and interest payments on loans,
mortgage-backed securities and investments. Under current federal
regulations, Albion Federal is required to maintain specified liquid assets
in an amount equal to at least 5% of its net withdrawable liabilities plus
short-term borrowings. The Company has generally maintained liquidity levels
well above those required by regulation. At September 30, 1997, the
Association's liquidity ratio was 14.2%, exceeding the minimum required.
Federal funds sold at September 30, 1997 amounted to $4,000,000. These
funds are available immediately to meet upcoming obligations. The Company
has not sold any investments prior to maturity and has not transferred any
securities between its available for sale and held to maturity categories.
Comparison of Operating Results for the Nine Months Ended September 30, 1997 and
1996
Net Income. Net income of $256,721 for the nine months ended September 30, 1997
represents an increase of $332,459 from the $(75,738) loss in the comparable
period ended September 30, 1996.
Net Interest Income. Net interest income increased to $1,709,273 for the nine
months ended September 30, 1997, up 11.6% from $1,531,008 earned during the nine
month period ended September 30, 1996. This increase is due primarily to growth
in the balance sheet, primarily loans and investment securities, as the
Company's net interest margin has remained relatively constant. Total interest
income increased 16.6% or $545,764 during the period while total interest
expense increased 20.9% or $367,499.
Provision for Loan Losses. The provision for possible loan losses, the charge
to earnings for potential credit losses associated with lending activities, was
$26,414 for the nine months ended September 30, 1997, a decrease of $68,350 from
the comparable period in 1996. Management charges earnings for an amount
necessary to maintain the allowance for possible loan losses at a level
considered adequate to absorb potential losses in the loan portfolio. The level
of the allowance is based on management's evaluation of individual loans, past
loan loss experience, the assessment of prevailing conditions and anticipated
economic conditions and other relevant factors. The allowance for possible loan
losses of the Association at September 30, 1997 was $270,191 or .53% of total
loans, compared to $305,900, or .64% of total loans at December 31, 1996. The
decrease in the allowance for possible loan losses was due primarily to a
$40,000 write-down of three participation mortgage loan pools during the period.
The decrease in the provision provision during the first nine months was due
primarily to management's quarterly analysis of the Association's loan
portfolio. In the prior year, management increased the provision due to
deterioration in the credit quality of three participation mortgage loan pools.
Noninterest Income. Noninterest income for the nine month period ended
September 30, 1997 was $288,477 compared with $200,053 during the same period in
the prior year. This increase was attributable to increased fee income from
depository transaction accounts and fee income from New Frontier of Albion
Corp. Included in September 30, 1997 and September 30, 1996 results was
nonrecurring loan recovery income related to profits on the sale of real
estate owned of $34,476 and $32,082 respectively.
Noninterest Expense. Noninterest expense for the nine month period ended
September 30, 1997, was $1,536,082, a decrease of 13.5% from the $1,775,235
recorded for the same period in the prior year. This decrease is primarily the
result of decreased deposit insurance premiiums of $57,406 or 62.5% due to
reduced premiums being charged as a result of the prior year recapitalization of
the Savings Association Insurance Fund and the one-time charge of $274,921
associated withe that recapitalization in the prior year. Other decreased
expenses include: professional fees of $12,062 or 12.4% and data processing fees
of $9,678 or 6.3%. These decreases were partially offset by increases in the
following: occupancy expenses of $42,300 or 18.8%; and other operating expenses
of $71,275 or 28.4%. These increases were primarily the result of general
increases in overall business volume and included a nonrecurring charge of
$41,642 for expenses related to the conversion to our in-house data processing
system.
Comparison of Operating Results for the Three Months Ended September 30, 1997
and 1996
Net Income. Net income of $93,259 for the three months ended September 30, 1997
represents an increase of $261,050 from the $(167,791) loss in the comparable
period ended September 30, 1996.
Net Interest Income. Net interest income increased to $586,929 for the three
months ended September 30, 1997, up 9.9% from $534,161 earned during the three
month period ended September 30, 1996. This increase is due primarily to growth
in the balance sheet, primarily loans and investment securities. Total interest
income increased 19.9% or $221,529 during the period while total interest
expense increased 29.1% or $168,761.
Provision for Loan Losses. The provision for possible loan losses, the charge
to earnings for potential credit losses associated with lending activities, was
$9,000 for the three months ended September 30, 1997, a decrease of $67,764 from
the $9,000 in the comparable period in 1996. In the prior year, management
increased the provision due to deterioration in the credit quality of three
participation mortgage loan pools.
Noninterest Income. Noninterest income for the three month period ended
September 30, 1997 was $90,514 compared with $63,487 during the same period in
the prior year. This increase was attributable primarily to increased fee
income from depository transaction accounts and fee income from New Frontier of
Albion Corp.
Noninterest Expense. Noninterest expense for the three month period ended
September 30, 1997 was $512,614, a decrease of 35.5% from the 794,974 recorded
for the same period in the prior year. This decrease is primarily the result of
decreased deposit insurance premiums of $19,904 or 63.0% due to reduced premiums
being charged as a result of the prior year recapitalization of the Savings
Association Insurance Fund and the one-time charge of $274,921 associated with
that recapitalization in the prior year. Other decreased expenses include:
salaries and employee benefits of $13,271 or 6.0%; and professional fees of
$9,504 or 27.9%. These decreases were partially offset by increases in the
following: occupancy expenses of $22,826 or 29.7%; and other operating expenses
of $14,930 or 14.4%. These increases were primarily the result of general
increases in overall business volume and supplies associated with the Company's
new in-house data processing system.
New Accounting Pronouncement. SFAS No. 128, "Earnings per Share", was issued in
February 1997 and is effective for financial statements issued for periods
ending after December 15, 1997. This statement replaces the presentation of
primary earnings per share (EPS) previously required by Accounting Principles
Board (APB) Opinion No. 15, "Earnings per Share", with basic EPS. It also
requires dual presentation of basic EPS and diluted EPS on the face of the
income statement for all entities with complex capital structures. Diluted EPS
is computed similarly to fully diluted EPS pursuant to APB Opinion No. 15.
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock.
The Company will adopt this Statement for its financial statements for the
period ending December 31, 1997. Had the Company computed earnings per share
pursuant to this Statement for the quarters ended September 30, 1997 and 1996,
the change in the EPS amounts would not have been material.
PART II - OTHER INFORMATION
Item 1. Legal proceedings
Periodically, there have been various claims and lawsuits involving
the Company, mainly as a defendant, such as claims to enforce
liens, condemnation proceedings on properties in which the Company
holds security interests, claims involving the making and servicing
of real property loans and other issues incident to the Company's
business. The Company is not a party to any pending legal
proceedings that it believes would have a material adverse effect
on the financial condition or operation of the Company.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
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 therunto duly authorized.
Albion Banc Corp.
(Registrant)
Dated: November 1, 1997 \s\Jeffrey S. Rheinwald
Jeffrey S. Rheinwald
President and C.E.O.
Dated: November 1, 1997 \s\John S. Kettle
John S. Kettle
Senior VP and Treasurer
Dated: November 1, 1997 \s\Mark F. Reed
Mark F. Reed
Vice President and C.F.O.
<TABLE> <S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
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