<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number 0-24118
OTTAWA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 38-3172166
- -------- ----------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
245 Central Avenue, Holland, Michigan 49423
(Address of principal executive offices)
616-393-7000
(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 (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
------- -----------
Class:
Common stock, $.01 par value As of November 4, 1996, there were 5,179,668
shares outstanding.
<PAGE> 2
OTTAWA FINANCIAL CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1996
PART I - FINANCIAL INFORMATION
Interim Financial Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-K is included in this Form 10-Q as referenced below:
<TABLE>
<CAPTION>
Page
----
<S> <C>
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12-19
PART II - OTHER INFORMATION
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>
3
<PAGE> 3
PART 1 OTTAWA FINANCIAL CORPORATION
Item 1. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
ASSETS
Cash and due from financial institutions $ 20,204,246 $ 11,422,266
Interest-bearing demand deposits in other
financial institutions 4,781,942 4,445,521
--------- ---------
Total cash and cash equivalents 24,986,188 15,867,787
Securities available for sale 72,640,826 64,763,730
Federal Home Loan Bank stock 6,133,500 2,162,100
Loans receivable, net 684,728,226 276,456,500
Accrued interest receivable
Loans 3,889,282 1,895,933
Securities 1,376,132 736,000
Real estate owned and real
estate in judgment 37,767 366,262
Premises and equipment, net 13,835,277 5,636,478
Acquisition intangibles 15,785,501
Other assets 3,861,852 2,420,372
--------- ---------
Total assets $827,274,551 $370,305,162
=========== ===========
LIABILITIES
Deposits $615,585,555 $243,219,523
Federal Home Loan Bank advances 122,669,897 43,240,532
Advances from borrowers for taxes
and insurance 1,661,289 252,599
Accrued expenses and other liabilities 12,007,007 4,032,491
---------- ---------
Total liabilities 751,923,748 290,745,145
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value;
10,000,000 shares authorized; issued
5,962,145 shares at September 30, 1996
5,821,838 shares at December 31, 1995 59,622 58,218
Additional Paid-in Capital 60,965,632 57,662,412
Retained earnings, substantially
restricted 31,623,279 31,276,876
Net unrealized gain or (loss) on securities available
for sale, net of tax (244,710) 390,556
Employee Stock Ownership Plan
(Unallocated Shares) (2,928,516) (3,302,352)
Management Recognition and
Retention Plan (Unearned Shares) (2,122,817) (2,311,137)
Less Cost of Common Stock in
Treasury - 782,866 Shares at
September 30, 1996, 306,000 shares at
December 31, 1995 (12,001,687) (4,214,556)
------------ -----------
Total Stockholders' Equity 75,350,803 79,560,017
---------- ----------
Total Liabilities and
Stockholders' Equity $827,274,551 $370,305,162
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 4
OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income
Loans $13,383,067 $5,300,208 $34,766,021 $15,194,005
Investment securities and
equity investments 1,428,318 1,028,000 3,906,471 3,357,437
Other interest and dividend income 177,472 181,934 545,818 323,728
------------ ---------- ---------- -----------
14,988,857 6,510,142 39,218,310 18,875,170
------------ ---------- ---------- -----------
Interest Expense
Deposits 6,896,033 2,663,631 17,975,613 7,388,675
Federal Home Loan Bank advances 1,587,270 317,076 3,589,769 835,076
Other 5,610 12,021 12,662 45,971
------------ ---------- ---------- -----------
8,488,913 2,992,728 21,578,044 8,269,722
------------ ---------- ---------- -----------
NET INTEREST INCOME 6,499,944 3,517,414 17,640,266 10,605,448
Provision for loan losses 150,000 40,000 413,793 100,000
------------ ---------- ---------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 6,349,944 3,477,414 17,226,473 10,505,448
------------ ---------- ---------- -----------
Noninterest income
Service charges and other fees 661,852 576,138 2,217,941 1,661,897
Gain on sale of loans 17,888 34,520 93,092 288,114
Gain (loss) on securities 6,282 5,271 (336,840)
Loss on sale REO (14,049)
Other 75,778 (11,306) 254,291 (27,029)
------------ ---------- ---------- -----------
755,518 605,634 2,556,546 1,586,142
------------ ---------- ---------- -----------
Noninterest expense
Compensation and benefits 2,337,330 1,433,613 6,474,762 3,993,979
Occupancy 286,966 159,942 810,810 514,050
Furniture, fixtures and equipment 213,598 146,568 544,790 439,068
Advertising 160,699 23,087 273,351 121,645
FDIC deposit insurance premium 3,841,594 134,155 4,401,399 395,660
State single business tax 93,782 55,500 251,551 166,500
Data processing 276,514 152,568 747,985 449,209
Deposit account ancillary 172,848 195,578 543,736 610,712
Professional services 327,325 52,339 492,605 133,558
Goodwill amortization 237,851 3,370 583,684 10,109
Other 701,427 334,632 1,793,073 1,062,197
------------ ---------- ---------- -----------
8,649,934 2,691,352 16,917,746 7,896,687
------------ ---------- ---------- -----------
INCOME (LOSS) BEFORE FEDERAL
INCOME TAX EXPENSE (1,544,472) 1,391,696 2,865,273 4,194,903
Federal income tax expense (408,917) 462,996 1,248,702 1,451,238
------------ ---------- ---------- -----------
NET INCOME (LOSS) $(1,135,555) $ 928,700 $1,616,571 $ 2,743,665
============ ========== ========== ===========
Earnings per common and common
share equivalents $ (.22) $ .18 $ .31 $ .52
============ ========== ========== ===========
Dividends per common share $ .09 $ .08 $ .25 $ .23
============ ========== ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 5
OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996 1995
---- ----
<S> <C> <C>
Balance, Beginning of Period $79,560,017 $78,593,378
Net Income 1,616,571 2,743,665
Purchase of AmeriBank
Cost of Warrants and Options 2,306,266
Shares Issued Upon Exercise of Stock Options 508,059
Shares Committed to be Released
Under Employee Stock Ownership Plan 606,711 475,391
Issuance of Common Stock for Management
Recognition Plan 241,875 2,666,607
Unearned Management Recognition
Plan Shares (241,875) (2,666,607)
Shares Earned Under Management Recognition
and Retention Plan 430,195 222,170
Cash Dividend - $.25 Per Share - September 30, 1996 (1,270,169) (1,188,478)
$.23 Per Share - September 30, 1995
Change in Unrealized Loss on Securities Available
For Sale, Net of Tax (619,716) 1,818,946
Shares Repurchased for Treasury at Cost (7,787,131) (3,827,056)
----------- -----------
Balance, End of Period $75,350,803 $78,838,016
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 6
OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30 September 30
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,616,571 $ 2,743,665
Adjustments to reconcile net income to net cash
from operating activities
Depreciation 587,943 341,389
Net amortization of security premiums and discounts 220,191 14,411
Amortization of intangible assets 769,011 0
Provision for loan losses 413,793 85,683
Loss on limited partnership investments 62,745 49,988
ESOP expense 606,710 475,391
MRP expense 430,195 222,170
Origination of loans for sale (5,811,000) (2,849,815)
Proceeds from sale of loans originated for sale 5,904,092 2,879,794
Gain on sale of loans (93,092) (29,979)
Loss on sale of equity securities 0 130,937
Gain on sale of consumer loans 0 (235,858)
Other than temporary loss on securities available for sale 0 205,903
Deferred taxes 263,229 14,499
Changes in assets and liabilities 0
Deferred loan fees and discounts 833,000 47,028
Interest receivable (2,633,481) 23,649
Other assets 2,838,978 (411,617)
Accrued interest payable 1,747,138 1,290,078
Other liabilities 3,022,925 343,983
--------- -------
Net cash from operating activities 10,778,949 5,341,299
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of AmeriBank (23,161,259) 0
Purchases of securities available for sale (10,351,480) (4,713,360)
Proceeds from calls and maturities of securities available for sale 15,801,574 10,945,000
Proceeds from sales of securities available for sale 24,976,063 0
Purchases of securities held to maturity 0 (634,274)
Proceeds from calls and maturities of securities held to maturity 0 5,150,000
Proceeds from sale of equity securities 0 8,754,623
Proceeds from sale of consumer loans 0 6,973,889
Purchase of FHLB stock (2,287,400) 0
Principal payments on mortgage-backed certificates 3,142,948 839,839
Purchases of loans (17,757,000) (662,100)
Loan originations net of principal payments on loans (96,734,480) (33,729,125)
Premises and equipment expenditures, net (2,030,382) (641,351)
----------- ---------
Net cash from investing activities (108,401,417) (7,716,859)
</TABLE>
7
<PAGE> 7
OTTAWA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30 September 30
1996 1995
---- ----
<S> <C> <C>
Cash flows from financing activities
Net increase in deposits $ 39,342,053 $ 9,724,949
Proceeds from FHLB advances 96,000,000 4,661,330
Repayment of FHLB advances (21,460,635) 0
Net increase (decrease) in advances from borrowers 1,408,690 (391,606)
Proceeds from exercise of stock options 508,060 0
Cash dividends paid (1,270,168) (1,188,478)
Purchase of treasury shares (7,787,131) (3,827,056)
------------- -----------
Net cash from financing activities 106,740,869 8,979,139
------------- -----------
Net change in cash and cash equivalents 9,118,401 6,603,579
Cash and cash equivalents at beginning of year 15,867,787 14,758,555
------------- -----------
Cash and cash equivalents at end of year $ 24,986,188 $21,362,134
============= ===========
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $ 19,830,906 $ 6,979,644
Income taxes 1,765,894 1,280,041
Supplemental disclosure of noncash investing activities
Transfers from loans to real estate owned 37,767 0
</TABLE>
8
<PAGE> 8
OTTAWA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of
Ottawa Financial Corporation ("Company") and its wholly owned subsidiary,
AmeriBank ("Bank"). All significant intercompany accounts and transactions
have been eliminated in consolidation.
During the third quarter of 1996, the Bank's name was changed from Ottawa
Savings Bank, FSB to AmeriBank.
These interim financial statements are prepared without audit and reflect
all adjustments which, in the opinion of management, are necessary to present
fairly the consolidated financial position of the Company at September 30,
1996, and its results of operations and statement of cash flows for the periods
presented. All such adjustments are normal and recurring in nature. The
accompanying consolidated financial statements do not purport to contain all
the necessary financial disclosures required by generally accepted accounting
principles that might otherwise be necessary in the circumstances and should be
read in conjunction with the consolidated financial statements and notes
thereto of Ottawa Financial Corporation for the year ended December 31, 1995.
The provision for income taxes is based upon the effective tax rate
expected to be applicable for the entire year.
Earnings per common share and common share equivalents for the nine months
ended September 30, 1996, were computed by dividing net income for the period
by 5,211,652, the weighted average number of shares outstanding and the
weighted average number of common stock equivalents resulting from dilutive
stock options for the nine months ended September 30, 1996.
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Standards ("SFAS") No. 123, Accounting for Stock Based Compensation.
SFAS No. 123 establishes a fair value based method of accounting for employee
stock options and similar equity instruments, such as warrants, and encourages
all companies to adopt that method of accounting for all of their employee
stock compensation plans. However, the statement allows companies to continue
measuring compensation cost for such plans using accounting guidance in place
prior to SFAS No. 123. Companies that elect to remain with the former method
of accounting must make pro forma disclosures of net income and earnings per
share as if the fair value method provided for in SFAS No. 123 had been
adopted. The accounting requirements of the Statement are required for
transactions entered into in fiscal years that begin after December 15, 1995,
although early adoption is permitted. Disclosure requirements are effective
for financial statements issued after December 15, 1995 or the period in which
the accounting requirements are adopted if they are adopted early. Companies
which elect to continue measuring compensation costs under current guidance
must present pro forma disclosures for awards granted in the first fiscal year
beginning after December 15, 1994, however that disclosure need not
9
<PAGE> 9
OTTAWA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1996
(UNAUDITED)
be made until financial statements for that fiscal year are presented for
comparative purposes with financial statements for a later fiscal year.
Management has concluded that the Company will not adopt the fair value
accounting provisions of SFAS No. 123 and will continue to apply its current
method of accounting. Accordingly, adoption of SFAS No. 123 will have no
impact on the Company's consolidated financial position or results of
operations.
NOTE 2 - ACQUISITION
On February 13, 1996, the Company completed the acquisition of AmeriBank
Federal Savings Bank ("AFSB"), a federal savings bank headquartered in
Muskegon, Michigan. The total consideration paid in the transaction, including
cash, warrants, and converted options was approximately $32.7 million.
The results of operations reflects AFSB from February 13, 1996 through
September 30, 1996. The following table presents pro forma information as if
the acquisition of AFSB had occurred at the beginning of both 1996 and 1995:
<TABLE>
<CAPTION>
Nine Months Ended
September 30
(Dollars in Thousands)
1996 1995
---- ----
<S> <C> <C>
Interest income $42,158 $35,644
Interest expense 23,378 18,903
------- -------
Net interest income 18,780 16,741
Provision for loan losses 550 325
------- -------
Net interest income after
provision for loan losses 18,230 16,416
Non-interest income 2,659 2,265
One-time SAIF assessment 3,510
Other non-interest expense 14,367 13,400
------- -------
Total non-interest expense 17,877 13,400
------- -------
Income before federal income tax 3,012 5,281
Federal income tax expense 1,335 1,950
------- -------
Net income $ 1,677 $ 3,331
======= =======
Earnings per common and common share equivalents $ .32 $ .61
======= =======
</TABLE>
10
<PAGE> 10
OTTAWA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 3 - SAIF ASSESSMENT
Legislation was signed into law on September 30, 1996, to recapitalize
the Savings Association Insurance Fund (SAIF), requiring AmeriBank to pay a
one-time special assessment of $3.51 million. This amount was expensed as of
September 30, 1996, and is reflected in noninterest expense in the consolidated
statement of operations.
11
<PAGE> 11
Item 2.
OTTAWA FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion compares the financial condition of Ottawa
Financial Corporation ("Company") and its wholly owned subsidiary, AmeriBank
("Bank") at September 30, 1996 to December 31, 1995 and the results of
operations for the three and nine months ended September 30, 1996, compared to
the same periods in 1995. This discussion should be read in conjunction with
the interim consolidated condensed financial statements and footnotes included
herein.
When used in this Quarterly Report on Form 10-Q, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain 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,
that could cause actual results to differ materially from historical
performance and those presently anticipated or projected. The Company wishes
to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. The Company wishes to advise
readers that the factors listed above could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with respect to
future periods in any current statements.
The Company does not undertake - and specifically disclaims any
obligation - to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
FINANCIAL CONDITION
Total assets increased $456.96 million, or 123.40%, from $370.31
million on December 31, 1995 to $827.27 million on September 30, 1996, of which
$356.77 million of assets were acquired in connection with the Company's
acquisition of AFSB. See Note 2 of the Notes and Consolidated Financial
Statements.
Investment securities available for sale increased $7.88 million, or
12.17%, from $64.76 million on December 31, 1995 to $72.64 million on September
30, 1996, of which $42.63 million of investment securities available for sale
were acquired from the former AmeriBank. The acquisition was funded primarily
through sales of investment securities available for sale.
Loans receivable increased $408.27 million, or 147.68%, from $276.46
million on December 31, 1995 to $684.73 million on September 30, 1996. This
increase is primarily the result of $294.70 million of loans acquired in
connection with the AFSB acquisition. In addition, a very strong economic
market, loan purchasing, and a broad range of lending products now available in
the Company's combined larger market have spurred loan growth.
12
<PAGE> 12
Deposits increased $372.37 million, or 153.10%, from $243.22 million on
December 31, 1995 to $615.59 million on September 30, 1996, of which $333.02
million were acquired in connection with the AFSB acquisition. The Bank has
also been aggressive in marketing its Certificates of Deposit ("CD") program,
in its primary market area. The Bank generated approximately $36.0 million in
new CDs, the majority of which were generated through a special 10 and 24 month
product at an enhanced rate.
Federal Home Loan Bank advances increased $79.43 million, or 183.70%,
from $43.24 million on December 31, 1995 to $122.67 million at September 30,
1996. The proceeds of the advances were used primarily to fund the AmeriBank
acquisition and loan growth during the nine months ended September 30, 1996.
Total stockholders' equity decreased from $79.56 million on December
31, 1995 to $75.35 million on September 30, 1996. The decrease resulted from
the repurchase of 476,866 shares of Company common stock and by the change in
net unrealized gain or loss on securities available for sale, net of tax, which
decreased from a gain of $390,556 on December 31, 1995 to a loss of $244,710 on
September 30, 1996 as a result of the general increase in market interest rates
during the nine month period ended September 30, 1996. The decrease was
partially offset by net income after payment of dividends, the exercise of
stock options which increased common stock and additional paid in capital, and
by the cost of warrants and options issued upon the purchase of AmeriBank.
13
<PAGE> 13
AVERAGE BALANCES, INTEREST RATES AND YIELDS
The following table presents for the periods indicated the total dollar
amount of interest income earned on average interest-earning assets and the
resultant yields, as well as the amount of interest expense paid on average
interest-bearing liabilities and the resultant rates. All average balances are
monthly average balances.
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1996 September 30, 1995
------------------------------------ ---------------------------------------
Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
------------------------------------ ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Loans receivable (1) (2) $573,174 $34,797 8.09% $243,691 $15,194 8.33%
Securities - Taxable 79,159 4,060 6.84 68,165 3,357 6.58
Securities - Tax Exempt (2) 3,981 190 6.35
Other interest earning assets 6,487 267 5.48 5,847 324 7.48
----- --- ---- ----- --- ----
Total interest-earning assets (1) $662,801 $39,314 7.90% $317,703 $18,875 7.94%
------- ------ ---- -------- ------- -----
Interest-Bearing Liabilities:
Demand and NOW deposits $122,145 $3,204 3.50% $44,518 $902 2.72%
Savings deposits 68,309 1,289 2.52 47,813 878 2.45
Certificate accounts 327,958 13,482 5.49 130,604 5,609 5.74
FHLB advances 82,969 3,590 5.78 16,218 835 6.88
Other interest bearing liabilities 234 13 6.68 698 46 8.80
--- -- ---- --- -- ----
Total interest-bearing liabilities $601,615 $21,578 4.79% $239,851 $8,270 4.61%
------- ------ ---- ------- ----- -----
Net interest income $17,736 $10,605
====== ======
Net interest rate spread 3.11% 3.33%
==== =====
Net earning assets $ 61,186 $77,852
====== ======
Net yield on average
interest-earning assets 3.57% 4.46%
==== =====
Average interest-earning assets
to average interest-bearing
liabilities 1.10x 1.32x
==== ====
- --------------------
</TABLE>
(1) Calculated net of deferred loan fees, loan discounts, loans in process,
and loan reserves.
(2) Tax exempt interest on securities and loans has been converted to a
fully-taxable equivalent basis. Fully-taxable equivalent adjustments
are as follows: (Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996
----
<S> <C>
Loans $31
Securities 65
--
Total $96
==
</TABLE>
14
<PAGE> 14
RATE/VOLUME ANALYSIS
The following table presents the dollar amount of changes in interest
income and interest expense for major components of interest-earning assets
and interest-bearing liabilities. It distinguishes between the change related
to changes in outstanding balances and that due to interest rate movements.
For each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by old rate) and (ii) changes in rate (i.e.,
changes in rate multiplied by old volume). For purposes of this table, changes
attributable to both rate and volume which cannot be segregated have been
allocated proportionately to the change due to volume and the change due to
rate.
<TABLE>
<CAPTION>
Nine Months Ended
September 30
--------------------------------------------
1996 vs. 1995
--------------------------------------------
Increase
(Decrease) Total
Due to Increase
--------------------------------------------
Volume Rate (Decrease)
------ ---- ----------
(Dollars in Thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans receivable $19,992 $(389) $19,603
Securities
Taxable 559 144 703
Tax Exempt 190 190
Other interest-earning assets 42 (102) (60)
------- ----- -------
Total interest-earning assets $20,783 $(347) $20,436
======= ===== =======
Interest-bearing liabilities:
Demand and NOW deposits $ 1,971 $328 $ 2,299
Savings deposits 386 25 411
Certificate accounts 8,102 (229) 7,873
FHLB advances 2,866 (111) 2,755
Other interest-bearing liabilities (27) (6) (33)
------- ----- -------
Total interest-bearing liabilities $13,298 $ 7 $13,305
======= ===== -------
Net interest income $ 7,131
=======
</TABLE>
15
<PAGE> 15
RESULTS OF OPERATIONS
The Company experienced a net loss for the third quarter of 1996 of
$1.14 million, including non-recurring items, compared to net income of
$929,000 for the same period in 1995. The net income for the nine month period
was $1.62 million, as compared to $2.74 million for the same period in 1995.
The Bank recorded a non-recurring expense of $3.51 million or $.69 per share,
pre-tax, to pay a one time special assessment to recapitalize the Savings
Association Insurance Fund. Net income, without the SAIF assessment, for the
quarter ended September 30, 1996 would have been $1.18 million, an increase of
$252,000 or 27.17% over the same period in 1995. The Company also recorded a
non-recurring expense of approximately $450,000, pre-tax, as a result of its
conversion to a new data processing system in the third quarter. The Company
anticipates an annual data processing cost savings of approximately $300,000,
pre-tax, per year as a result of reduced contracted services in moving to a
more technologically advanced system. These non-recurring expenses were
partially offset by non-recurring income in the amount of $218,000 from a
special dividend received relative to the Bank's investment in Minnesota Mutual
Life Insurance Company.
Additionally, the net effect of the amortization of the purchase
accounting adjustments and goodwill that was generated in the acquisition of
AFSB has had a small positive impact on the net income for the quarter ended
September 30, 1996. The most significant purchase accounting adjustment
relates to deposits, of which an increase in value of approximately $3.89
million was recorded. This adjustment is being amortized over approximately
4.5 years, resulting in a positive impact to income through the year 2000.
Offsetting this positive impact to income is the amortization of the other
purchase accounting adjustments, and the amortization of goodwill which is
being amortized using the straightline method over a period of 15 years.
Overall, the net effect is an increase to income, after taxes, during 1996 and
a decrease to income, after taxes, thereafter.
Net interest income increased $2.98 million during the quarter ended
September 30, 1996, and increased $7.04 million for the nine month period ended
September 30, 1996, as compared to the same periods in 1995, reflecting
increased income as a result of the acquisition of AFSB, partially offset by
increased interest expense on deposits and borrowings as a result of increases
in balances and the rates paid on such liabilities. The net yield on average
interest earning assets, i.e. net interest margin, decreased from 4.46% for the
nine months ended September 30, 1995, to 3.57% for the nine months ended
September 30, 1996. The reduction in net interest margin was primarily the
result of the liquidation of interest-earning securities to fund the
acquisition of AFSB and the lower net interest margin of the AFSB portfolio,
which had a net interest margin of 2.62% at December 31, 1995. The acquisition
of AFSB decreased the percentage of total average interest-earning assets to
total average interest-bearing liabilities to 110% at September 30, 1996, from
132% at September 30, 1995. This decrease also contributes to the decline in
net interest margin.
Provision for loan losses increased $110,000 for the three month period
ended September 30, 1996, compared to the three month period ended September
30, 1995, and increased $314,000 for the nine month period ended September 30,
1996, compared to the nine month period ended September 30, 1995. These
increases were based on management's assessment of risk factors. The allowance
is maintained by management at a level considered adequate to cover possible
losses that are currently anticipated based on past loss experience, general
economic conditions, information about specific borrower situations, including
their financial position and collateral values, and other factors and
estimates, which are subject to change over time. Considering management's
intention to grow commercial and consumer portfolios, increasing provisions are
appropriate in preparation for higher risk of loss with those portfolios
compared to mortgages. Although the level of non-performing assets is
considered in establishing the allowance for loan losses balance, variations in
non-performing loans have not been meaningful based on the Company's past loss
experience and, as such, have not had a significant impact on the overall level
of the allowance for loan losses. Delinquent loans are put on non-accrual
status unless they are adequately capitalized and in the process of collection.
As of
16
<PAGE> 16
September 30, 1996, the allowance for loan losses of $3.02 million was .44% of
net loans receivable and 113.73% of non-performing assets, as compared to .46%
and 47.59% as of September 30, 1995. See "Non-Performing Assets and Allowance"
herein.
Non-interest income increased by $150,000 in the third quarter compared
to the same period in 1995 and increased $970,000 for the nine month period
ended September 30, 1996, as compared to the same period in 1995. Service
charges and other fees increased during the three and six month periods ended
September 30, 1996 due to increased deposit account activity, increased loan
origination and refinancing activity, and the contribution to non-interest
income due to the acquisition.
Non-interest expense increased from $2.69 million for the three month
period ended September 30, 1995, to $8.65 million for the three month period
ended September 30, 1996 and from $7.90 million for the nine month period ended
September 30, 1995 to $16.92 million for the nine month period ended September
30, 1996. The Company's increase in non-interest expense for both periods was
due to the one-time SAIF assessment discussed above, the addition of
non-interest expenses of AFSB, an increase in compensation and benefit expenses
primarily related to ESOP and MRP, amortization of acquisition intangibles, and
general increases in other expenses.
On September 30, 1996, federal legislation was enacted that requires
the SAIF to be recapitalized with a one-time assessment on virtually all
SAIF-insured institutions, such as the Bank, equal to 65.7 basis points on
SAIF-insured deposits maintained by those institutions as of March 31, 1995.
This SAIF assessment, which is to be paid to the FDIC by November 27, 1996, is
approximately $3.51 million and has been accrued by the Company at September
30, 1996. The Bank, after recording the SAIF assessment charge to earnings,
still remains a well capitalized institution for regulatory capital purposes.
As a result of the SAIF recapitalization, the FDIC has proposed to
amend its regulation concerning the insurance premiums payable by SAIF-insured
institutions. Effective October 1, 1996 through December 31, 1996, the FDIC
has proposed that the SAIF insurance premium for all SAIF-insured institutions
that are required to pay the Financing Corporation ("FICO") obligation, such as
the Bank, be reduced to a range of 18 to 27 basis points from 23 to 31 basis
points per $100 of domestic deposits. The Bank currently qualifies for the
minimum SAIF insurance premium of 23 basis points. The FDIC has also proposed
to further reduce the SAIF insurance premium to a range of 0 to 27 basis points
per $100 of domestic deposits, effective January 1, 1997. Management cannot
predict whether or in what form the FDIC's final regulation may be promulgated.
The Company's federal income tax expense (benefit) decreased from
$463,000 for the three month period ended September 30, 1995, to $(408,917) for
the three month period ended September 30, 1996. The federal income tax
expense for the nine month period ended September 30, 1995 of $1.45 million
decreased to $1.25 million for the nine month period ended September 30, 1996.
The decrease in federal income taxes was primarily the result of the one-time
special SAIF assessment during the three months ended September 30, 1996.
Earnings (losses) for the third quarter and nine months ended September
30, 1996, were $(.22) and $.31, respectively, per weighted average number of
shares outstanding. (The weighted average number of shares outstanding for the
third quarter and nine months ended September 30, 1996 were 5,083,196 and
5,211,652 shares, respectively.)
17
<PAGE> 17
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSS
The Company's non-performing assets decreased $71,000, from $2.73
million at December 31, 1995 to $2.66 million at September 30, 1996. At
September 30, 1996, the percentage of non-performing assets to total assets was
.32% compared to .74% at December 31, 1995. The Company's allowance for loan
losses as a percentage of non-performing assets at September 30, 1996, was
113.73% compared to 45.82% at December 31, 1995.
Accruing loans delinquent more than 90 days decreased primarily as the
result of a $1.10 million multi-family real estate loan brought current during
the second quarter of 1996. The loan is current but remains on the Company's
watch credit list.
Non-accruing loans at September 30, 1996 consisted of $1.11 million of
residential mortgage loans and $337,000 of consumer loans. Included in the
non-accruing residential mortgage loans were $542,000 of loans to the same
borrower secured by 22 individual condominium rental units. The Bank has
exercised its assignment of rents provision under the mortgage documents giving
the Bank the right to receive the rents directly and to engage a new property
management company, which it has done. The loans have an estimated
loan-to-value ratio of 66%. At September 30, 1996, the largest accruing loan
delinquent more than 90 days did not exceed $140,000. Substantially all
non-accruing loans at September 30, 1996 had been classified as accruing
delinquent loans before being put on non-accrual status.
The table below sets forth the amounts and categories of non-performing
assets in the Company's loan portfolio at September 30, 1996 and December 31,
1995.
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
------------ -----------
<S> <C> <C>
Non-accruing loans $1,447 $ ---
------ ------
Accruing loans delinquent more than 90 days:
One- to four-family 578 1,317
Commercial and multi-family real estate 496 1,110
Consumer 100 7
--- -
Total 1,174 2,434
------ ------
Foreclosed assets:
One- to four-family 38 296
-- ---
Total 38 296
------ ------
Total non-performing assets $2,659 $2,730
====== ======
Total as a percentage of total assets .32% .74%
===== ======
</TABLE>
18
<PAGE> 18
The distribution of the Company's allowance for losses on loans at the dates
indicated is summarized as follows:
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
------------------------------------- --------------------------------------
Amount Percent of Loans in Amount Percent of Loans in
Each Category to Each Category to
Total Loans Total Loans
---------- ------------------- ---------- --------------------
<S> <C> <C> <C> <C>
One- to four-family $ 466 72.48% $ 166 71.24%
Commercial real estate 336 8.60 434 5.90
Commercial 101 1.42
Construction or development 174 9.42 53 14.53
Consumer 683 8.08 143 8.33
Unallocated 1,264 455
----- -------- ------ -------
Total $3,024 100.00% $1,251 100.00%
====== ======= ====== =======
</TABLE>
LIQUIDITY
The Bank is required to maintain minimum levels of liquid assets of 5%
as defined by Bank regulators. The Bank's liquidity ratio of 9.57% at
September 30, 1996 complied with minimum levels. At September 30, 1996, the
Bank had outstanding $80.44 million of loan commitments and unused lines and
letters of credit. The Bank had $202.63 million of certificates of deposit due
in less than 12 months. The majority of these certificates of deposit are
anticipated to rollover into another certificate of deposit with the Bank. The
Bank anticipates it will have sufficient funds available to meet current loan
commitments through growth of deposits, amortization of loans and additional
FHLB borrowings, if necessary.
CAPITAL RESOURCES
The Bank is subject to three capital to asset requirements in
accordance with Bank regulations. The following table summarizes the Bank's
regulatory capital requirements versus actual capital as of September 30, 1996:
<TABLE>
<CAPTION>
Actual Required Excess
------------------------ ---------------------- -----------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Capital Requirements:
Tangible $50,188 6.22% $12,097 1.50% $38,091 4.72%
Core Leverage Capital $50,188 6.22% $24,195 3.00% $21,736 3.22%
Risk-Based Capital $53,212 10.20% $41,753 8.00% $11,459 2.20%
</TABLE>
19
<PAGE> 19
OTTAWA FINANCIAL CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1996
PART II - OTHER INFORMATION
Item 1 Legal Proceedings:
There are no matters required to be reported under this item.
Item 2 Changes in Securities:
There are no matters required to be reported under this item.
Item 3 Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
Item 4 Submission of Matters to a Vote of Security Holders:
There are no matters to report under this item.
Item 5 Other Information:
There are no matters required to be reported under this item.
Item 6 Exhibits and Reports on Form 8-K:
(a) Exhibit 11 Statement - Re: Computation of per Share Earnings
Exhibit 27 - Financial Data Schedule
SIGNATURES
Pursuant to the requirement 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.
OTTAWA FINANCIAL CORPORATION
Date: 11/14/96 Gordon L. Grevengoed
------------------------ -------------------------------------
Gordon L. Grevengoed
President and Chief Executive Officer
Date: 11/14/96 Jon W. Swets
------------------------ -------------------------------------
Jon W. Swets
Chief Financial Officer
20
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- ----------
<S> <C> <C>
11 Statement - Re: Computation of per share earnings. 22
27 Financial Data Schedule 23
</TABLE>
21
<PAGE> 1
(a) Exhibit 11 - COMPUTATION OF EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARES
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1996
------------------ ------------------
<S> <C> <C>
Primary
- -------
Net income $(1,135,555) $2,743,665
=========== ==========
Weighted average shares outstanding
Average Common shares 5,281,629 5,411,400
Average unallocated ESOP shares (299,008) (311,472)
Common stock equivalents - options
and warrants 100,575 111,724
----------- ----------
Total weighted average shares outstanding
during period 5,083,196 5,211,652
=========== ==========
Earnings per common and common share equivalent - primary $ (.22) $ .31
=========== ==========
Fully Diluted
- -------------
Net income $(1,135,555) $2,743,665
=========== ==========
Weighted average shares outstanding
Average common shares 5,281,629 5,411,400
Average unallocated ESOP shares (299,008) (311,472)
Common stock equivalents - options and
warrants 104,580 113,137
----------- ----------
Total weighted average shares outstanding
during period 5,087,201 5,213,065
=========== ==========
Earnings per common and common share equivalent - fully diluted $ (.22) $ .31
=========== ==========
</TABLE>
22
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 20,204
<INT-BEARING-DEPOSITS> 4,782
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 72,641
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 687,752
<ALLOWANCE> 3,024
<TOTAL-ASSETS> 827,275
<DEPOSITS> 615,586
<SHORT-TERM> 42,712
<LIABILITIES-OTHER> 13,668
<LONG-TERM> 79,958
0
0
<COMMON> 60
<OTHER-SE> 75,291
<TOTAL-LIABILITIES-AND-EQUITY> 827,275
<INTEREST-LOAN> 34,766
<INTEREST-INVEST> 3,906
<INTEREST-OTHER> 546
<INTEREST-TOTAL> 39,218
<INTEREST-DEPOSIT> 17,976
<INTEREST-EXPENSE> 3,602
<INTEREST-INCOME-NET> 17,640
<LOAN-LOSSES> 414
<SECURITIES-GAINS> 5
<EXPENSE-OTHER> 16,918
<INCOME-PRETAX> 2,865
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,617
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
<YIELD-ACTUAL> 3.57
<LOANS-NON> 1,447
<LOANS-PAST> 1,174
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,251
<CHARGE-OFFS> 46
<RECOVERIES> 65
<ALLOWANCE-CLOSE> 3,024
<ALLOWANCE-DOMESTIC> 1,760
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,264
</TABLE>
