<PAGE> 1
UNITED STATES
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 June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------
Commission File Number 0-24694
ENTERPRISE FEDERAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1396726
- --------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7810 Tylersville Square Drive
West Chester, Ohio 45069
- --------------------------------------- -------------------------
(Address or principal executive office) (Zip Code)
(513) 755-4600
---------------------------------------------------
(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 report), and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of July 1, 1998, there
were issued and outstanding 2,210,996 shares of the Registrant's Common Stock,
par value $.01 per share.
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ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I. Financial Information Page
- ------- --------------------- ----
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition 1
(As of June 30, 1998 (unaudited) and September 30, 1997)
Consolidated Statements of Earnings for the three and nine months 2
ended June 30, 1998 (unaudited) and 1997 (unaudited)
Consolidated Statements of Cash Flows for the nine months 3
ended June 30, 1998 (unaudited) and 1997 (unaudited)
Notes to unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Part II. Other Information
- -------- -----------------
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Securities Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
i
<PAGE> 3
Enterprise Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30, 1998 September 30, 1997
------------------ -------------------
(unaudited)
<S> <C> <C>
ASSETS:
Cash and due from banks $ 741 $ 811
Federal Funds sold --- 8,000
Interest-bearing deposits in other financial institutions 12,428 2,330
------ -----
Cash and cash equivalents 13,169 11,141
Investment securities available for sale - at market 1,731 698
Mortgage-backed securities available for - sale at market 121,830 61,457
Loans receivable - net 254,147 191,096
Office premises and equipment-at depreciated cost 4,091 3,544
Federal Home Loan Bank stock - at cost 8,787 5,500
Accrued interest receivable on loans 1,008 608
Accrued interest receivable on mortgage-backed securities 606 409
Accrued interest receivable on interest-bearing deposits 142 96
Goodwill and other intangible assets 773 20
Prepaid expenses and other assets 269 290
Prepaid federal income tax -- 29
Deferred federal income tax asset 340 --
------- -------
Total assets $406,893 $274,888
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $202,561 $146,297
Advances from Federal Home Loan Bank 165,000 95,000
Accrued interest payable 877 636
Other liabilities 1,534 1,365
Accrued federal income taxes 29 --
Deferred federal income taxes 262 166
------- -------
Total liabilities $370,263 $243,464
Commitments --- ---
Stockholders' equity
Preferred stock, no par value, 1,000,000 shares
authorized, none issued and outstanding --- ---
Common stock, $.01 par value, 4,000,000 shares authorized,
2,268,596 issued 23 23
Additional paid-in capital 23,432 23,082
Less 57,600 and 194,268 shares of treasury stock (333) (4,386)
Less shares acquired by employee stock benefit plans (1,484) (1,927)
Retained earnings - restricted 14,889 14,581
Unrealized gain on securities designated as available
for sale, net of related tax effects 103 51
------- -------
Total stockholders' equity 36,630 31,424
------- -------
Total liabilities and stockholders' equity $406,893 $274,888
======= =======
</TABLE>
The accompanying narrative is an integral part of these statements.
1
<PAGE> 4
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended June 30, Ended June 30,
------------------------- --------------------------
1998 1997 1998 1997
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Interest income:
Loans $5,112 $3,858 $13,962 $10,557
Mortgage-backed securities 1,538 962 3,893 3,038
Interest-bearing deposits and other 376 196 974 542
----- ----- ----- -----
Total interest income $7,026 5,016 $18,829 14,137
Interest expense:
Deposits 2,571 1,827 6,881 5,394
Borrowings 2,104 1,282 5,578 3,203
----- ----- ----- -----
Total interest expense 4,675 3,109 12,459 8,597
Net interest income 2,351 1,907 6,370 5,540
Provision for losses on loans 45 45 135 120
----- ----- ----- -----
Net interest income after provision for losses on loans 2,306 1,862 6,235 5,420
Other operating income:
Gain on sale of securities -- --- 336 435
Other operating income 39 24 120 82
----- ----- ----- -----
Total other operating income 39 24 456 517
----- ----- ----- -----
Operating expenses:
Employee compensation and benefits 839 644 2,414 1,908
Occupancy and equipment 157 89 381 282
Federal deposit insurance premiums 23 23 90 99
Franchise taxes 95 116 318 340
Data processing 47 36 120 107
Amortization of goodwill 28 7 59 22
Other operating expenses 90 115 381 357
----- ----- ----- -----
Total general, administrative and other expense 1,279 1,030 3,763 3,115
----- ----- ----- -----
Earnings before income taxes 1,066 856 2,928 2,822
Federal income taxes 350 305 1,018 984
----- ----- ----- -----
Net earnings $ 716 $ 551 $1,910 $1,838
===== ===== ===== =====
Earnings per share
Basic $.33 $.28 $.95 $.94
=== === === ===
Diluted $.31 $.26 $.89 $.89
=== === === ===
</TABLE>
The accompanying narrative is an integral part of these statements.
2
<PAGE> 5
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended June 30,
-----------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $1,910 $1,838
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Amortization of discounts and
premiums on loans, investments and
mortgage-backed securities - net 83 17
Amortization of deferred loan origination fees (190) (160)
Depreciation and amortization 203 88
Provision for losses on loans 135 120
Federal Home Loan Bank Stock dividends (370) (198)
Gains on sales of securities (336) (435)
Amortization of expense related to stock benefit plans 1,245 609
Increase (decrease) in cash due to change in:
Accrued interest receivable (643) (449)
Prepaid expenses and other assets (732) (361)
Accrued interest payable 241 192
Other liabilities 169 (752)
Federal income taxes
Current 58 (289)
Deferred (244) 131
------- ------
Net cash provided by operating activities 1,529 351
Cash flows provided by (used in) investing activities:
Purchase of investment securities (1,731) ---
Purchase of mortgage-backed securities (114,198) (40,552)
Sale of mortgage-backed securities 54,078 36,027
Principal repayments of mortgage-backed securities 13,210 4,120
Loan principal repayments 29,393 10,271
Loan disbursements (57,457) (45,093)
Purchase of office premises and equipment (79) (30)
Purchase of Federal Home Loan Bank Stock (2,417) (1,552)
-------- --------
Net cash used in investing activities (79,201) (36,809)
------- -------
Net cash used in operating and investing
activities (subtotal carried forward) $(77,672) $(36,458)
------- --------
</TABLE>
The accompanying narrative is an integral part of these statements.
3
<PAGE> 6
Enterprise Federal Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended June 30,
------------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Net cash used in operating and investing
activities (subtotal carried forward) $(77,672) $(36,458)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts 7,193 6,431
Advances from FHLB 70,000 25,000
Advances by borrowers for taxes and insurance --- (177)
Distribution to Stockholders (1,546) (2,634)
Disbursement of Treasury share in acquisition 4,053 ---
Purchase of Treasury shares --- (1,032)
------ -------
Net cash provided by financing activities 79,700 27,588
------ ------
Net increase (decrease) in cash and cash equivalents 2,028 (8,870)
Cash and cash equivalents at beginning of period 11,141 12,938
------ ------
Cash and equivalents at end of period $13,169 $ 4,068
====== =====
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ 350 $ 985
=== ===
Interest on deposits and borrowings $12,218 $ 8,405
====== ======
</TABLE>
The accompanying narrative is an integral part of these statements.
4
<PAGE> 7
ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
Note 1 - Basis of Presentation
---------------------
Enterprise Federal Bancorp, Inc. (the "Corporation") was incorporated
under Ohio law in April 1994 by Enterprise Federal Savings and Loan Association
(the "Association") in connection with the conversion of the Association from a
federally chartered mutual savings and loan association to a federally chartered
stock savings bank, to be known as Enterprise Federal Savings Bank (the "Savings
Bank"), the issuance of the Association's stock to the Corporation and the offer
and sale of the Corporation's common stock by the Corporation (the
"Conversion"). Upon consummation of the Conversion on October 14, 1994, the
Corporation became the unitary holding company for the Savings Bank.
The accompanying unaudited consolidated financial statements of the Corporation
have been prepared in accordance with instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the nine months ended June 30, 1998 are not
necessarily indicative of the results to be expected for the year ending
September 30, 1998. The unaudited consolidated financial statements and notes
hereto should be read in conjunction with the audited financial statements and
notes thereto for the year ending September 30, 1997, contained in the
Corporation's 1997 Annual Report.
Note 2 - Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
the Corporation and the Savings Bank. All significant intercompany items have
been eliminated. The consolidated financial statements at June 30, 1998 and for
the three and nine months ended June 30, 1998 include the accounts of North
Cincinnati Savings Bank ("NCSB"). In February 1998, NCSB was merged with and
into the Savings Bank (the "Merger") in a transaction that was accounted for as
a purchase for financial reporting purposes. Under this method of accounting,
the Corporation recorded the acquisition of NCSB at its cost at the effective
time of the acquisition ("Effective Time"), which cost included the cash paid in
the Merger, the fair value of the Corporation's common stock issued in the
Merger and all direct acquisition costs. The purchase price was allocated to the
acquired assets and assumed liabilities of NCSB based upon their estimated fair
values at the Effective Time in accordance with generally accepted accounting
principles. The purchase price in excess of the fair values of the identifiable
net assets acquired has been recorded as an intangible asset and will be
amortized over a period of 15 years for financial accounting purposes.
5
<PAGE> 8
Note 3 - Earnings Per Share
------------------
Basic earnings per share for the three month periods ended June 30, 1998
and 1997 were calculated assuming 2,170,000 and 1,968,000 shares were issued and
outstanding during the respective periods.
Diluted earnings per share for the three month periods ended June 30, 1998
and 1997 were calculated assuming 2,310,000 and 2,119,000 shares were issued and
outstanding during the respective periods.
Basic earnings per share for the nine month periods ended June 30, 1998
and 1997 were calculated assuming 2,011,000 and 1,955,000 shares were issued and
outstanding during the respective periods.
Diluted earnings per share for the nine month periods ended June 30, 1998
and 1997 were calculated assuming 2,146,000 and 2,065,000 shares were issued and
outstanding during the respective periods.
6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Corporation's assets totaled $406.9 million at June 30, 1998 compared
to $274.9 million at September 30, 1997. This $132 million or 48.0% increase was
primarily due to a $63.1 million or 33.0% increase in loans receivable, net, and
a $60.4 million or 98.2% increase in mortgage-backed securities. Total
liabilities amounted to $370.3 million at June 30, 1998 compared to $243.4
million at September 30, 1997. This $126.8 million or 52.1% increase was
primarily due to a $70.0 million or 73.7% increase in advances from the Federal
Home Loan Bank ("FHLB") of Cincinnati and a $56.3 million or 38.5% increase in
deposits. The increase in total assets and total liabilities primarily reflects
the acquisition of NCSB in February 1998, as well as growth in the loan and
investment portfolios funded by an increase in deposits and borrowings. Total
stockholders' equity increased $5.2 million or 16.6% to $36.6 million at June
30, 1998 compared to $31.4 million at September 30, 1997. The increase in
stockholders' equity was primarily due to the payment of $4.1 million of
Treasury Stock in the acquisition of NCSB, net earnings of $1.9 million and
stock benefit plan allocations of $.8 million which were partially offset by
dividend distributions of $1.6 million.
YEAR 2000. The Company outsources its primary data processing functions. A
challenging problem exists as the millennium ("year 2000") approaches as many
computer systems worldwide do not have the capability of recognizing the year
2000 or years thereafter. To date, the Company has received confirmations from
its primary vendors that plans have been developed by them to address and
correct the issues associated with the year 2000 problem.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
NET INCOME. The Corporation's net income amounted to $716,000 for the
three months ended June 30, 1998 compared to $551,000 for the comparable period
in 1997. The $165,000 or 30.0% increase was due primarily to an increase in net
interest income, which was partially offset by increased operating expenses.
NET INTEREST INCOME. Net interest income before provision for loan losses
increased $444,000 or 23.3% to $2.3 million for the three months ended June 30,
1998 compared to the same period in 1997. Net interest income is determined by
the Corporation's interest rate spread (i.e., the difference between the yields
earned on its interest-earning assets and the rates paid on its interest-bearing
liabilities) and the relative amounts of interest-earning assets and
interest-bearing liabilities. The increase in net interest income was due to the
increase in interest-earning assets. The increase in interest-earning assets was
primarily due to the acquisition of NCSB and growth in the loan and
mortgage-backed securities portfolios.
7
<PAGE> 10
INTEREST INCOME. Interest income amounted to $7.0 million for the three
months ended June 30, 1998 compared to $5.0 million for the same period in 1997.
The increase of $2.0 million or 40.1% was primarily due to increases in interest
income on loans of $1.3 million or 32.5% to $5.1 million and interest income on
mortgage-backed securities of $576,000 or 59.9% to $1.5 million for the 1998
period compared to the 1997 period. Such increases were primarily due to an
increase in the average balance of such assets due to the acquisition of NCSB,
increased loan demand and purchases of mortgage-backed securities.
INTEREST EXPENSE. Interest expense increased $1.6 million or 50.4% to $4.7
million for the three months ended June 30, 1998 compared to the same period in
1997 as a result of an increase in interest expense on both deposits and
borrowed money. Interest expense on deposits increased $744,000 or 40.7% due to
an increase in the average balance of deposits primarily due to the acquisition
of NCSB. Interest expense on borrowed money increased $822,000 or 64.1% due to
an increase in the average balance of such liabilities to fund the origination
of loans and the purchase of mortgage-backed securities.
OTHER OPERATING INCOME. Other operating income amounted to $39,000 and
$24,000 during the three months ended June 30, 1998 and 1997, respectively
OPERATING EXPENSES. Operating expenses increased $249,000 or 24.2% to $1.3
million for the three months ended June 30, 1998 compared to $1.0 for the three
months ended June 30, 1997. Such increase was primarily due to an increase of
$195,000 or 26.5% in employee compensation and benefits which was primarily due
to personnel retained in the acquisition of NCSB and normal annual salary
increases.
FEDERAL INCOME TAXES. Federal income taxes amounted to $350,000 and
$305,000 for the three months ended June 30, 1998 and 1997, respectively,
resulting in effective tax rates of 32.8% and 35.6%, respectively.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997
NET INCOME. The Corporation's net income amounted to $1.9 million for the
nine months ended June 30, 1998 compared to $1.8 million for the comparable
period in fiscal 1997. The $72,000 or 3.9% increase was due primarily to an
increase in net interest income which was partially offset by an increase in
operating expenses.
NET INTEREST INCOME. Net interest income before provision for loan losses
increased $830,000 or 15.0% for the nine months ended June 30, 1998 compared to
the same period in fiscal 1997. The increase in net interest income was due to
an increase in interest-earning assets. The increase in interest-earning assets
was primarily due to the acquisition of NCSB and the increased origination of
loans.
8
<PAGE> 11
INTEREST INCOME. Interest income amounted to $18.8 million for the nine
months ended June 30, 1998 compared to $14.1 million for the same period in
fiscal 1997. The increase of $4.7 million or 33.2% was primarily due to an
increase in interest income on loans of $3.4 million or 32.3% to $14.0 million
and an increase in interest income on mortgage-backed securities of $855,000 or
28.1% to $3.9 million for the fiscal 1998 period compared to the fiscal 1997
period. Such increases were primarily due to an increase in the average balance
of such assets due to increased loan demand, loans received in the acquisition
of NCSB and purchases of mortgage-backed securities.
INTEREST EXPENSE. Interest expense increased $3.9 million or 44.9% to
$12.5 million for the nine months ended June 30, 1998 compared to the same
period in fiscal 1997 as a result of an increase in interest expense on both
deposits and borrowed money. Interest expense on deposits increased $1.5 million
or 27.6% due to an increase in the average balance of deposits primarily due to
the acquisition of NCSB. Interest expense on borrowed money increased $2.4
million or 74.1% primarily due to an increase in the average balance of such
liabilities to fund loan originations and purchases of mortgage-backed
securities.
OTHER OPERATING INCOME. Other operating income amounted to $456,000 and
$517,000 during the nine months ended June 30, 1998 and 1997, respectively. The
$61,000 decrease during the fiscal 1998 period was due to decreased gains on
sales of securities.
OPERATING EXPENSES. Operating expenses increased $648,000 or 20.8% to $3.8
million for the nine months ended June 30, 1998 compared to $3.1 million for the
nine months ended June 30, 1997. Such increase was primarily due to increased
employee compensation and benefits which were due to increased costs of stock
based benefit plans, personnel retained in the acquisition of NCSB and normal
annual salary increases.
FEDERAL INCOME TAXES. Federal income taxes amounted to $1.0 million and
$984,000 for the nine months ended June 30, 1998 and 1997, respectively,
resulting in effective tax rates of 34.8% and 34.9%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's primary sources of funds are deposits, repayments,
prepayments and maturities of outstanding loans and mortgage-backed securities
and funds provided from operations. While scheduled loan and mortgage-backed
securities repayments are relatively predictable sources of funds, deposit flows
and loan prepayments are greatly influenced by the movement of interest rates in
general, economic conditions and competition. The Corporation manages the
pricing of its deposits to maintain a deposit balance deemed appropriate and
desirable. In addition, the Corporation invests excess funds in FHLB overnight
deposits and other short-term interest-earning assets which provide liquidity to
meet lending requirements. As an additional source of funds, the Corporation has
borrowed funds from the FHLB of
9
<PAGE> 12
Cincinnati and has access to the Federal Reserve Bank discount window. At June
30, 1998, the Corporation had $165 million of FHLB advances outstanding.
Liquidity management is both a daily and long term function. Excess
liquidity is generally invested in short-term investments such as FHLB of
Cincinnati overnight deposits. On a longer-term basis, the Corporation maintains
a strategy of investing in various mortgage-backed securities and lending
products. During the nine month periods ended June 30, 1998 and 1997, the
Corporation used its sources of funds primarily to meet its ongoing commitments
to pay maturing savings certificates and savings withdrawals, fund loan
commitments and maintain its portfolio of mortgage-backed securities. At June
30, 1998, the total approved loan commitments outstanding amounted to $2.8
million. At the same time, the Corporation had $11.5 million of commitments
under unused lines and letters of credit and the unadvanced portion of
construction loans approximated $7.7 million. Certificates of deposit scheduled
to mature in one year or less at June 30, 1998 totaled $72.7 million. Management
of the Corporation believes that the Corporation has adequate resources,
including principal prepayments and repayments of loans and mortgage-backed
securities, to fund all of its commitments to the extent required. In addition,
although the Corporation has extended commitments to fund loans or lines and
letters of credit, historically, the Corporation has not been required to fund
all of its outstanding commitments. Management believes that a significant
portion of maturing deposits will remain with the Corporation.
The Savings Bank is required by the Office of Thrift Supervision ("OTS")
to maintain average daily balances of liquid assets (as defined) in amounts
equal to 4% of net withdrawal deposits and borrowings payable in one year or
less to assure its ability to meet demand for withdrawals and repayments of
short-term borrowings. The liquidity requirements may vary from time to time at
the direction of the OTS depending upon economic conditions and deposit flows.
The Savings Bank's average monthly liquidity ratio for June 1998 was 95%. As of
June 30, 1998, the Savings Bank's regulatory capital substantially exceeded all
regulatory capital requirements with tangible, core and risk-based capital
ratios of 6.4%, 6.4% and 12.6%, respectively, compared to regulatory
requirements of 1.5%, 4.0% and 8.0%, respectively, as demonstrated in the table
below.
<TABLE>
<CAPTION>
Regulatory Capital
---------------------------------------------------------------------------------------
Tangible Core Risk-based
Capital Percent Capital Percent Capital Percent
------------ ------------- ------------ ------------ -------------- -------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Capital under generally accepted
accounting principles $26,536 $26,536 $26,536
Goodwill (772) (772) (772)
Unrealized gains (103) (103) (103)
General valuation allowances ---- ---- 761
------------ ------------- -------------
Regulatory capital computed 25,661 6.4 25,661 6.4 26,422 12.6
Minimum capital requirement 6,063 1.5 16,168 4.0 16,792 8.0
------------ ------------- ------------- ------------ ------------- -------------
Regulatory capital - excess $19,598 4.9 $9,493 2.4 $9,630 4.6
============ ============= ============= ============ ============= =============
</TABLE>
10
<PAGE> 13
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles, which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time due to inflation. Unlike most industrial companies,
substantially all of the assets and liabilities of a financial institution are
monetary in nature. As a result, interest rates have a more significant impact
on a financial institution's performance than the effects of general levels of
inflation. Interest rates do not necessarily move in the same direction or in
the same magnitude as the prices of goods and services as measured by the
consumer price index.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements and information
relating to the Corporation that are based on the beliefs of management as well
as assumptions made by and information currently available to management. In
addition, in those and other portions of this document, the words "anticipate,"
believe," "except," "intend," "should" and similar expressions, or the negative
thereof, as they relate to the Corporation or the Corporation's management, are
intended to identify forward-looking statements. Such statements reflect the
current views of the Corporation with respect to future looking events and are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. The Corporation does not
intend to update these forward-looking statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of the Corporation's asset and liability management
policies as well as the potential impact of interest rate changes upon the
market value of the Savings Bank's portfolio equity, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1997 Annual Report to Stockholders. There has been no material change in the
Corporation's asset and liability position or market value of portfolio equity
since September 30, 1997.
11
<PAGE> 14
ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY
PART II
Item 1. Legal Proceedings
Neither the Corporation nor the Savings Bank is involved in any
pending legal proceedings other than non-material legal
proceedings occurring in the ordinary course of business.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities and Use of Proceeds
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not required.
Item 5. Other Information
On June 16, 1998, the Savings Bank entered into two
branch purchase and assumption agreements with Cornerstone Bank
which provide for the purchase by the Savings Bank of certain
real estate and deposits associated with three branch offices
currently operated by Cornerstone Bank. The transactions, which
are subject to regulatory approval, are expected to be
completed in the fourth quarter.
On July 2, 1998, the Corporation entered into an
Agreement and Plan of Reorganization ("Agreement") by and among
the Company, the Savings Bank, Security Savings Holding
Company, Inc., an Ohio corporation ("Security") and Security
Savings Association, an Ohio chartered savings association and
wholly-owned subsidiary of Security (the "Association"), which
provides for the Corporation's acquisition of all of the issued
and outstanding common stock, par value $10.00 per share, of
Security (the "Security Common Stock"). Under the terms of the
Agreement and in accordance with a Plan of Merger (Exhibit B to
the Agreement) by and between EFBI Acquisition Corp., an
interim Ohio corporation ("Interim") which is a wholly-owned
subsidiary of the Corporation, and Security, Interim
12
<PAGE> 15
shall be merged with and into Security (the "Merger") and
Security shall be the surviving corporation. Simultaneously
with or as soon as practicable after the Merger, Security, as
the surviving corporation of the Merger, shall be liquidated
into the Corporation in accordance with an Agreement and Plan
of Merger and Liquidation (Exhibit C to the Agreement). Upon
consummation of the Merger, it is contemplated that the
Association will be merged with and into the Savings Bank with
the Savings Bank as the surviving entity.
Pursuant to the Agreement, upon the effective date
of the Merger, each share of Security Common Stock (other than
those as to which Security stockholders properly perfect their
dissenters' rights under Ohio law and shares held by Security,
the Corporation or the Savings Bank other than in a fiduciary
capacity) will be converted into the right to receive from the
Corporation $834.77 in cash. Consummation of the Merger is
subject to the prior receipt of all necessary regulatory or
governmental approvals and consents, the necessary approval of
stockholders of Security at a special meeting to be called, and
certain closing conditions.
Item 6. Exhibits and Reports on Form 8-K
None.
13
<PAGE> 16
SIGNATURE
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.
ENTERPRISE FEDERAL BANCORP, INC.
Date: July 30, 1998 By: /s/ Otto L. Keeton
------------------
Otto L. Keeton
President & Chief Executive Officer
Date: July 30, 1998 By: /s/ Thomas J. Noe
-----------------
Thomas J. Noe
Vice President and Chief Financial Officer
14
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