<PAGE> 1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission File Number 0-24834
-------
MILTON FEDERAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1412064
---- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
25 Lowry Drive, West Milton, Ohio 45383
---------------------------------------
(Address of principal executive offices) (zip code)
(937) 698-4168
--------------
(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 [ ]
As of August 6, 1999, the latest practicable date, 2,109,995 shares of the
registrant's common shares, no par value, were issued and outstanding.
<PAGE> 2
MILTON FEDERAL FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Consolidated Balance Sheets .................................................................... 3
Consolidated Statements of Income .............................................................. 4
Consolidated Statements of Comprehensive Income................................................. 5
Condensed Consolidated Statements of Changes in Shareholders' Equity............................ 6
Condensed Consolidated Statements of Cash Flows ................................................ 7
Notes to Consolidated Financial Statements ..................................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................................ 14
Item 3. Quantitative and Qualitative Disclosure About Market Risk.................................. 20
Part II - Other Information
Item 1. Legal Proceedings.......................................................................... 22
Item 2. Changes in Securities and Use of Proceeds.................................................. 22
Item 3. Defaults Upon Senior Securities............................................................ 22
Item 4. Submission of Matters to a Vote of Security Holders........................................ 22
Item 5. Other Information.......................................................................... 22
Item 6. Exhibits and Reports on Form 8-K........................................................... 22
SIGNATURES ........................................................................................... 23
</TABLE>
2.
<PAGE> 3
MILTON FEDERAL FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
- --------------------------------------------------------------------------------
Item 1. Financial Statements
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
---- -----
<S> <C> <C>
ASSETS
Cash and amounts due from depository institutions $ 1,358,375 $ 1,049,982
Overnight deposits in other financial institutions - 2,200,000
Interest-bearing deposits in other financial institutions 1,254,476 327,941
------------ ------------
Total cash and cash equivalents 2,612,851 3,577,923
Securities available for sale 36,292,142 36,912,196
Securities held to maturity (Estimated fair value of $12,582,827
at June 30, 1999 and $14,528,202 at September 30, 1998) 12,717,702 14,559,907
Federal Home Loan Bank stock available for sale 3,004,500 2,814,200
Loans, net 189,449,290 171,346,497
Premises and equipment, net 2,620,573 2,739,778
Cash surrender value of life insurance 1,644,605 1,593,383
Accrued interest receivable 1,241,434 1,225,037
Other assets 487,920 506,702
------------ ------------
Total assets $250,071,017 $235,275,623
============ ============
LIABILITIES
Deposits $168,497,034 $154,647,142
Borrowed funds 54,505,878 52,430,023
Advance payments by borrowers for taxes and insurance 712,428 258,357
Accrued interest payable 314,103 284,706
Other liabilities 887,485 1,372,169
------------ ------------
Total liabilities 224,916,928 208,992,397
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares
authorized, none outstanding
Common stock, no par value, 9,000,000 shares authorized,
2,578,875 shares issued
Additional paid-in capital 25,222,263 25,143,563
Retained earnings 8,377,402 8,167,236
Treasury stock, at cost, 453,880 shares at June 30,
1999 and 342,039 shares at September 30, 1998 (6,691,021) (5,104,494)
Unearned employee stock ownership plan shares (1,025,328) (1,199,087)
Unearned recognition and retention plan shares (688,835) (839,194)
Accumulated other comprehensive income (40,392) 115,202
------------ ------------
Total shareholders' equity 25,154,089 26,283,226
------------ ------------
Total liabilities and shareholders' equity $250,071,017 $235,275,623
============ ============
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
3.
<PAGE> 4
MILTON FEDERAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans, including fees $3,574,948 $3,141,362 $10,517,340 $ 8,708,131
Securities 718,669 956,195 2,235,022 3,185,756
Other, including dividend income 51,328 59,262 172,513 168,302
---------- ---------- ----------- -----------
4,344,945 4,156,819 12,924,875 12,062,189
INTEREST EXPENSE
Deposits 1,995,584 1,931,747 6,061,936 5,629,864
Borrowed funds 732,081 725,384 2,209,742 2,017,769
---------- ---------- ----------- -----------
2,727,665 2,657,131 8,271,678 7,647,633
---------- ---------- ----------- -----------
NET INTEREST INCOME 1,617,280 1,499,688 4,653,197 4,414,556
Provision for loan losses 30,000 110,000 90,000 194,000
---------- ---------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,587,280 1,389,688 4,563,197 4,220,556
NONINTEREST INCOME
Service charges and other fees 79,947 50,608 209,251 148,748
Gain on sale of securities 17,835 - 46,672 174,874
Gain on sale of loans - 225,312 73,913 225,312
Other income 27,604 35,444 98,776 95,232
---------- ---------- ----------- -----------
125,386 311,364 428,612 644,166
NONINTEREST EXPENSE
Salaries and employee benefits 581,512 601,604 1,839,013 1,831,483
Occupancy expense 104,929 100,070 320,871 281,663
Data processing services 66,385 55,575 194,156 161,579
State franchise taxes 80,201 87,192 247,654 262,982
Federal deposit insurance premiums 24,664 22,549 70,440 66,561
Advertising 16,857 13,486 47,387 42,179
Other expenses 148,309 133,112 531,016 452,367
---------- ---------- ----------- -----------
1,022,857 1,013,588 3,250,537 3,098,814
---------- ---------- ----------- -----------
INCOME BEFORE INCOME TAX 689,809 687,464 1,741,272 1,765,908
Income tax expense 233,000 238,000 592,000 612,000
---------- ---------- ----------- -----------
NET INCOME $ 456,809 $ 449,464 $ 1,149,272 $ 1,153,908
========== ========== =========== ===========
Earnings per share - Basic $ .23 $ .22 $ .57 $ .56
========== ========== =========== ===========
Earnings per share - Diluted $ .23 $ .21 $ .57 $ .55
========== ========== =========== ===========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
4.
<PAGE> 5
MILTON FEDERAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET INCOME $ 456,809 $449,464 $1,149,272 $1,153,908
Other comprehensive income:
Unrealized holding gains (losses) on
available for sale securities
arising during the period (271,358) 46,741 (189,074) 344,193
Reclassification adjustment for (gains)
losses realized on securities
sales included in net income (17,835) - (46,672) (174,874)
--------- -------- ---------- ----------
Net unrealized gain (loss) (289,193) 46,741 (235,746) 169,319
Tax effect 98,325 (15,890) 80,152 (57,569)
--------- -------- ---------- ----------
Total other comprehensive income (190,868) 30,851 (155,594) 111,750
--------- -------- ---------- ----------
COMPREHENSIVE INCOME $ 265,941 $480,315 $ 993,678 $1,265,658
========= ======== ========== ==========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5.
<PAGE> 6
MILTON FEDERAL FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Balance at beginning of period $25,276,741 $25,724,042 $26,283,226 $26,387,870
Net income 456,809 449,464 1,149,272 1,153,908
Cash dividends (303,719) (317,399) (939,106) (993,581)
Commitment to release employee
stock ownership plan shares 68,632 88,127 223,266 263,511
Shares earned under recognition and
retention plan, including tax benefit 50,119 53,845 179,552 161,536
Purchase of treasury stock (203,625) - (1,586,527) (1,056,064)
Change in other comprehensive income (190,868) 30,851 (155,594) 111,750
----------- ----------- ----------- -----------
Balance at end of period $25,154,089 $26,028,930 $25,154,089 $26,028,930
=========== =========== =========== ===========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6.
<PAGE> 7
MILTON FEDERAL FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1999 1998
---- ----
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES $ 876,877 $ 1,630,973
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Purchases (12,045,610) (8,942,189)
Proceeds from maturities and principal payments 6,442,463 8,853,882
Proceeds from sales 6,038,015 8,615,431
Securities held to maturity
Purchases (125,000) (5,661,533)
Proceeds from maturities and principal payments 1,927,677 5,693,371
Increase in loans, net (22,219,264) (41,030,740)
Proceeds from sale of loans 4,371,901 8,434,138
Premises and equipment expenditures (46,916) (108,328)
Purchase FHLB stock (39,400) (621,400)
------------ ------------
Net cash from investing activities (15,696,134) (24,767,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 13,849,892 10,151,440
Net change in advance payments by borrowers for taxes
and insurance 454,071 311,326
Net change in short-term borrowings 2,100,000 (1,600,000)
Long-term advances from FHLB 1,000,000 52,320,000
Principal payments on FHLB advances (1,024,145) (35,957,441)
Cash dividends paid (939,106) (993,581)
Purchase of treasury stock (1,586,527) (1,056,064)
------------ ------------
Net cash from financing activities 13,854,185 23,175,680
------------ ------------
Net change in cash and cash equivalents (965,072) 39,285
Cash and cash equivalents at beginning of period 3,577,923 5,633,119
------------ ------------
Cash and cash equivalents at end of period $ 2,612,851 $ 5,672,404
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 8,242,281 $ 7,554,904
Income taxes 382,250 825,615
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
7.
<PAGE> 8
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the financial position of Milton Federal Financial Corporation (the
"Corporation") at June 30, 1999, and its results of operations and cash flows
for the periods presented. All such adjustments are normal and recurring in
nature. The accompanying financial statements have been prepared in accordance
with the instructions of Form 10-Q and, therefore, do not purport to contain all
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 the Corporation for the fiscal year ended September 30, 1998,
included in its 1998 annual report. The Corporation has consistently followed
the accounting policies described in the notes to financial statements contained
in the Corporation's 1998 annual report in preparing this Form 10-Q.
The consolidated financial statements include the accounts of the Corporation
and its wholly-owned subsidiary, Milton Federal Savings Bank (the "Bank"). The
financial statements of the Bank include the accounts of its wholly-owned
subsidiary, Milton Financial Service Corporation. Milton Financial Service
Corporation holds stock in Intrieve, Inc., the data processing center utilized
by the Bank. All significant intercompany accounts and transactions have been
eliminated.
The Corporation is a thrift holding company engaged in the business of
commercial and retail banking services with operations conducted through its
main office in West Milton, Ohio, and from its full service branch offices
located in Englewood, Brookville and Tipp City, Ohio. Miami, Montgomery and
Darke Counties, Ohio provide the source for substantially all the Corporation's
deposit and lending activities.
To prepare financial statements in conformity with generally accepted accounting
principals, management makes estimates and assumptions based on available
information. These estimates and assumptions affect the amounts reported in the
financial statements and the disclosures provided, and future results could
differ. The allowance for loan losses, fair values of financial instruments and
status of contingencies are particularly subject to change.
Income tax expense is the sum of the current year income tax due or refundable
and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax consequences of temporary differences
between the carrying amounts and tax bases of assets and liabilities, computed
using enacted tax rates. A valuation allowance, if needed, reduces deferred tax
assets to the amount expected to be realized. Income tax expense is based on the
effective tax rate expected to be applicable for the entire year.
Basic earnings per share ("EPS") is based on net income divided by the weighted
average number of shares outstanding during the period. Unreleased Employee
Stock Ownership Plan ("ESOP") shares are not considered to be outstanding shares
for the purpose of determining the weighted average number of shares used in the
earnings per share calculations. Recognition and Retention Plan ("RRP") shares
are considered outstanding as they become vested. Diluted EPS includes the
dilutive effect of stock options granted and nonvested RRP shares using the
treasury stock method.
- --------------------------------------------------------------------------------
(Continued)
8.
<PAGE> 9
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The weighted average number of shares outstanding for basic and diluted earnings
per share computations were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted-average shares
outstanding - Basic 1,987,260 2,063,372 2,029,510 2,074,763
Effect of stock options - 30,000 - 26,846
Effect of unearned RRP shares - 8,471 - 11,253
--------- --------- --------- ---------
Weighted-average shares
outstanding - Diluted 1,987,260 2,101,843 2,029,510 2,112,862
========= ========= ========= =========
</TABLE>
Unearned RRP shares and stock options did not have a dilutive effect on the
weighted average shares outstanding for the three and nine months ended June 30,
1999, due to the fair value at the date of grant for the RRP shares and the
exercise price for the stock options exceeding the average stock price of the
Corporation for the three and nine months ended June 30, 1999.
On October 1, 1998, the Corporation adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income." Comprehensive
income consists of net income and other comprehensive income. Other
comprehensive income includes unrealized gains and losses on securities
available for sale which is also recognized as a separate component of equity.
SFAS No. 130 first applies for fiscal years beginning after December 15, 1997,
with prior information restated to be comparable.
NOTE 2 - SECURITIES
The amortized cost and fair values of securities were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
JUNE 30, 1999
Available for sale
Equity $ 15,000 $ - $ - $ 15,000
Mortgage-backed 36,338,342 176,023 (237,223) 36,277,142
----------- -------- --------- -----------
Total $36,353,342 $176,023 $(237,223) $36,292,142
=========== ======== ========= ===========
Held to maturity
Municipal obligations $ 125,000 $ - $ (315) $ 124,685
Mortgage-backed 12,592,702 105,836 (240,396) 12,458,142
----------- -------- --------- -----------
Total $12,717,702 $105,836 $(240,711) $12,582,827
=========== ======== ========= ===========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
9.
<PAGE> 10
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES (Continued)
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
SEPTEMBER 30, 1998
Available for sale
Equity $ 15,000 $ - $ - $ 15,000
Mortgage-backed 36,722,650 304,109 (129,563) 36,897,196
----------- -------- --------- -----------
Total $36,737,650 $304,109 $(129,563) $36,912,196
=========== ======== ========= ===========
Held to maturity
Mortgage-backed $14,559,907 $ 85,137 $(116,842) $14,528,202
=========== ======== ========= ===========
</TABLE>
The Corporation maintains a significant portfolio of mortgage-backed securities
in the form of Federal Home Loan Mortgage Corporation ("FHLMC"), Federal
National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA") participation certificates. Mortgage-backed securities
generally entitle the Corporation to receive a portion of the cash flows from an
identified pool of mortgages, and FHLMC, FNMA and GNMA securities are each
guaranteed by their respective agencies as to principal and interest. The
Corporation has also invested significant amounts in collateralized mortgage
obligations ("CMOs") and real estate mortgage investment conduits ("REMICs")
which are included in mortgage-backed securities. Substantially all CMOs and
REMICs are backed by pools of mortgages insured or guaranteed by the FNMA and
FHLMC.
During the nine months ended June 30, 1999 and 1998, proceeds from sales of
securities available for sale were $6,038,015 and $8,615,431 with gross realized
gains of $46,672 and $174,874 included in earnings.
The municipal obligation classified as held to maturity at June 30, 1999 matures
December 2002.
- --------------------------------------------------------------------------------
(Continued)
10.
<PAGE> 11
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS
Loans were as follows:
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
---- ----
<S> <C> <C>
Residential real estate loans
1-4 family (first mortgage) $158,246,161 $138,514,548
Home equity (1-4 family second mortgage) 4,538,255 4,244,314
Multi-family 2,043,024 2,670,477
Nonresidential real estate loans 12,317,822 8,804,909
Construction loans 11,672,536 16,412,903
------------ ------------
Total real estate loans 188,817,798 170,647,151
Consumer loans
Automobile 3,109,602 3,480,341
Loans on deposits 238,475 290,640
Other consumer loans 379,334 344,244
------------ ------------
Total consumer loans 3,727,411 4,115,225
Commercial loans 3,408,715 2,753,493
------------ ------------
Total loans 195,953,924 177,515,869
Less:
Net deferred loan fees (606,220) (605,224)
Loans in process (5,137,732) (4,887,733)
Allowance for loan losses (760,682) (676,415)
------------ ------------
Net loans $189,449,290 $171,346,497
============ ============
</TABLE>
The Corporation, through the Bank, has sold various loans to other financial
intermediaries while retaining the servicing rights. Gains and losses on loan
sales are recorded at the time of the sale. Loans sold for which the Corporation
has retained servicing totaled $15,772,257 at June 30, 1999 and $15,615,077 at
September 30, 1998. Capitalized mortgage-servicing rights totaled $192,000 at
June 30, 1999 and 189,000 at September 30, 1998. At June 30, 1999, approximately
$1,700,000 of the 1-4 family residential real estate loans included above have
been designated as held for sale. At September 30, 1998, no loans were held for
sale. Proceeds from the sale of loans during the nine months ended June 30, 1999
and 1998 were $4,371,901 and $8,434,138 with net realized gains of $73,913 and
$225,312 included in earnings.
Activity in the allowance for losses on loans was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Beginning balance $736,415 $540,807 $676,415 $ 562,202
Provision for loan losses 30,000 110,000 90,000 194,000
Recoveries 20 303 20 303
Charge-offs (5,753) - (5,753) (105,395)
-------- -------- -------- ---------
Ending balance $760,682 $651,110 $760,682 $ 651,110
======== ======== ======== =========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
11.
<PAGE> 12
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS (Continued)
Loans considered impaired within the scope of SFAS No. 114 were not significant
at June 30, 1999 and September 30, 1998 and during the three and nine months
ended June 30, 1999 and 1998.
NOTE 4 - BORROWED FUNDS
At June 30, 1999, the Bank had a cash-management line of credit enabling it to
borrow up to $12,413,550 from the Federal Home Loan Bank ("FHLB") of Cincinnati.
The line of credit must be renewed on an annual basis. The next renewal date is
April 16, 2000. Variable rate borrowings of $2,100,000 were outstanding related
to this cash management line of credit at June 30, 1999. There were no
borrowings outstanding on this line of credit at September 30, 1998.
Additionally, as a member of the FHLB system, the Bank has the ability to obtain
additional borrowings up to a total of 50% of Bank assets subject to the level
of qualified, pledgable 1-4 family residential real estate loans. The Bank had
variable rate borrowings totaling $5,000,000, with interest rates ranging from
5.04% to 5.09%, at June 30, 1999 and $4,000,000, with an interest rate of 5.54%,
at September 30, 1998. The Bank had fixed rate borrowings totaling $11,405,878
at June 30, 1999 and $12,430,023 at September 30, 1998. The interest rates on
these borrowings ranged from 5.80% to 6.42% at June 30, 1999 and September 30,
1998. The Bank also had $36,000,000 in convertible advances at June 30, 1999 and
September 30, 1998 whereby the interest rates are fixed for a specified period
of time and then change to variable for the remaining term of the advance. The
interest rates on these advances ranged from 4.66% to 5.65%.
Advances under the borrowing agreements are collateralized by a blanket pledge
of the Bank's residential mortgage loan portfolio and FHLB stock.
At June 30, 1999, required annual principal payments are as follows:
Period ending June 30:
2000 $ 3,114,545
2001 8,309,083
2002 1,824,984
2003 2,658,098
2004 705,136
Thereafter 37,894,032
-----------
$54,505,878
===========
NOTE 5 - COMMITMENTS, OFF-BALANCE -SHEET RISK AND CONTINGENCIES
Various contingent liabilities are not reflected in the financial statements,
including claims and legal actions arising in the ordinary course of business.
In the opinion of management, after consultation with legal counsel, the
ultimate disposition of these matters is not expected to have a material effect
on financial condition or results of operations of the Corporation.
- --------------------------------------------------------------------------------
(Continued)
12.
<PAGE> 13
MILTON FEDERAL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 5 - COMMITMENTS, OFF-BALANCE -SHEET RISK AND CONTINGENCIES (Continued)
Some financial instruments are used in the normal course of business to meet
financing needs of customers. These financial instruments include commitments to
extend credit, standby letters of credit and financial guarantees. These
involve, to varying degrees, credit risk more than the amount reported in the
financial statements.
Exposure to credit loss if the other party does not perform is represented by
the contractual amount for commitments to extend credit, standby letters of
credit and financial guarantees written. The same credit policies are used for
commitments and conditional obligations as are used for loans. The amount of
collateral obtained, if deemed necessary, on extension of credit is based on
management's credit evaluation and generally consists of residential or
commercial real estate. Lines of credit are primarily home equity lines
collateralized by second mortgages on 1-4 family residential real estate and
commercial lines of credit collateralized by business assets.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the commitment.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being used, the total commitments do not necessarily represent
future cash requirements.
As of June 30, 1999 and September 30, 1998, the Corporation had commitments to
make fixed rate, 1-4 family residential real estate loans at current market
rates totaling $1,630,000 and $1,516,000. Loan commitments are generally for 30
days. The interest rate on these commitments ranged from 7.00% to 8.75% at June
30, 1999 and 6.38% to 8.50% at September 30, 1998. The Corporation had
commitments to make a variable rate, 1-4 family residential loan totaling
$173,000 at June 30, 1999, at an interest rate of 6.63%, while there were no
such commitments at September 30, 1998. As of June 30, 1999 and September 30,
1998, the Corporation had $4,802,000 and $4,711,000 in unused variable rate home
equity lines of credit and $1,735,000 and $820,000 in unused commercial lines of
credit.
Standby letters of credit are conditional commitments to guarantee a customer's
performance to a third party. At June 30, 1999 and September 30, 1998, the
Corporation had standby letter of credit commitments totaling $465,000 and
$150,000.
At June 30, 1999 and September 30, 1998, compensating balances of $697,000 and
$518,000 were required as deposits with the FHLB. The balances do not earn
interest.
The Corporation and the Bank have entered employment agreements with certain
officers of the Corporation and the Bank. Each of the agreements provide for a
term of three years and a salary and performance review by the Board of
Directors not less than annually, as well as inclusion of the employee in any
formally established employee benefit, bonus, pension and profit sharing plans
for which management personnel are eligible.
- --------------------------------------------------------------------------------
(Continued)
13.
<PAGE> 14
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discusses the financial condition of the Corporation as of June
30, 1999, as compared to September 30, 1998, and the results of operations for
the three and nine month periods ended June 30, 1999, compared with the same
periods in 1998. This discussion should be read in conjunction with the interim
financial statements and footnotes included herein.
FORWARD-LOOKING STATEMENTS
When used in this document, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected" 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 Bank's market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Bank's market
area and competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Factors listed
above could affect the Corporation's financial performance and could cause the
Corporation's actual results for future periods to differ materially from any
statements expressed with respect to future periods.
The Corporation does not undertake, and specifically disclaims any obligation,
to publicly revise 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.
ANALYSIS OF FINANCIAL CONDITION
The Corporation's assets totaled $250.1 million at June 30, 1999, an increase of
$14.8 million, or 6.3%, from $235.3 million at September 30, 1998. The growth in
assets was primarily in loans. Such growth was funded by the use of overnight
deposits in other financial institutions and increased deposits and borrowed
funds.
Total securities decreased $2.5 million from $51.5 million at September 30, 1998
to $49.0 million at June 30, 1999. The decrease was due to sales, maturities and
principal repayments of $14.4 million partly offset by $12.2 million in
purchases of securities.
Net loans increased from $171.3 million at September 30, 1998 to $189.4 million
at June 30, 1999. The growth in loans was primarily in 1-4 family first mortgage
loans and nonresidential real estate loans, which increased $19.7 million and
$3.5 million. Much of the growth occurred during the first two quarters of 1999
resulting from customers refinancing their higher rate loans from the
Corporation's competitors during a lower interest rate period. As interest rates
have increased since March 31, 1999, growth has slowed. Overall growth was
partly constrained by the sale of two pools of 1-4 family first mortgage loans
with a carrying value of $4.4 million. The loans were sold as a means to manage
interest rate risk by reducing the Corporation's investment in various lower
yielding or longer term, fixed rate loans. The Corporation retained the right to
service the loans for a fixed spread to provide an additional source of fee
income. Growth in total real estate loans is also related to growth in the
Corporation's market area, as the Corporation has not changed its philosophy
regarding pricing or underwriting standards during the period. Construction
loans decreased $4.7 million as loans were converted to more permanent financing
upon completion of construction. Changes in other types of loans were not
significant.
- --------------------------------------------------------------------------------
(Continued)
14.
<PAGE> 15
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Total deposits increased $13.9 million, or 9.0%, from $154.6 million at
September 30, 1998 to $168.5 million at June 30, 1999. Money market accounts
increased $12.7 million, or 122.1%, and had the largest increase of all types of
deposits. The increase in money market accounts is the result of a new tiered
pricing system which was implemented late in fiscal 1998, increased advertising
for the product and the customers' desire for liquidity.
Borrowed funds totaled $52.4 million at September 30, 1998 and $54.5 million at
June 30, 1999. The majority of borrowed funds are invested in mortgage-backed
and related securities to leverage the Corporation's excess capital and to
provide liquidity for future loan growth.
COMPARISON OF RESULTS OF OPERATIONS
Operating results of the Corporation are affected by general economic
conditions, monetary and fiscal policies of federal agencies and policies of
agencies regulating financial institutions. The Corporation's cost of funds is
influenced by interest rates on competing investments and general market rates
of interest. Lending activities are influenced by demand for real estate loans
and other types of loans which, in turn, is affected by the interest rates at
which such loans are made, general economic conditions and availability of funds
for lending activities.
The Corporation's net income is primarily dependent on its net interest income
(the difference between interest income generated on interest-earning assets and
interest expense incurred on interest-bearing liabilities). Net income is also
affected by provisions for loan losses, service charges, gains on sale of assets
and other income, noninterest expense and income taxes. The Corporation's net
income of $457,000 and $1,149,000 for the three and nine months ended June 30,
1999 was very comparable to the same periods in the prior year.
Net interest income is the largest component of the Corporation's income and is
affected by the interest rate environment and volume and composition of
interest-earning assets and interest-bearing liabilities. Net interest income
totaled $1,617,000 and $4,653,000 for the three and nine months ended June 30,
1999, compared to $1,500,000 and $4,415,000 for the same periods in 1998. The
Corporation remains liability sensitive, whereby its interest-bearing
liabilities will generally reprice more quickly than its interest-earning
assets. Therefore, the Corporation's net interest margin will generally increase
in periods of falling interest rates in the market and will decrease in periods
of increasing interest rates. Accordingly, in a rising rate environment, the
Corporation may need to increase rates to attract and retain deposits. Due to
the negative gap position, such a rise in interest rates may not have such an
immediate affect on interest-earning assets. This lag could negatively affect
net interest income.
Interest and fees on loans totaled $3,575,000 and $10,517,000 for the three and
nine months ended June 30, 1999 compared to $3,141,000 and $8,708,000 for the
three and nine months ended June 30, 1998. Such increase in interest income was
due to higher average loan balances primarily related to the origination of new
1-4 family first mortgage loans.
- --------------------------------------------------------------------------------
(Continued)
15.
<PAGE> 16
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Interest on securities totaled $719,000 and $2,235,000 for the three and nine
months ended June 30, 1999 compared to $956,000 and $3,186,000 for the three and
nine months ended June 30, 1998. The decrease was primarily due to a decrease in
volume of securities since the prior period as the majority of proceeds from
sales and principal repayments have been reinvested in higher yielding loans.
Interest on deposits totaled $1,996,000 and $6,062,000 for the three and nine
months ended June 30, 1999 and $1,932,000 and $5,630,000 for the three and nine
months ended June 30, 1998. The increase resulted from higher average deposit
balances.
Interest on borrowed funds increased $7,000 and $192,000 over the comparable
periods. The increases were the result of higher average balances of borrowed
funds during the three and nine months ended June 30, 1999. Beginning in the
fourth quarter of fiscal 1995, the Corporation borrowed funds and invested a
portion of these funds in mortgage-backed securities to leverage excess capital.
From time to time, the Corporation has borrowed additional adjustable rate funds
for similar purposes as well as to provide funding for loan growth. The
Corporation has also borrowed fixed rate funds to provide for long term
liquidity needs. As opportunities arise, the Corporation may make additional
borrowings to fund loan demand and mortgage-backed and related security
purchases.
The Corporation maintains an allowance for loan losses in an amount, which, in
management's judgment, is adequate to absorb probable losses in the loan
portfolio. While management utilizes its best judgment and information
available, ultimate adequacy of the allowance is dependent on a variety of
factors, including performance of the Corporation's loan portfolio, the economy,
changes in real estate values and interest rates and the view of the regulatory
authorities toward loan classifications. The provision for loan losses is
determined by management as the amount to be added to the allowance for loan
losses after net charge-offs have been deducted to bring the allowance to a
level considered adequate to absorb probable losses in the loan portfolio. The
amount of the provision is based on management's regular review of the loan
portfolio and consideration of such factors as historical loss experience,
general prevailing economic conditions, changes in size and composition of the
loan portfolio and specific borrower considerations, including ability of the
borrower to repay the loan and the estimated value of the underlying collateral.
Other than $115,000 in charge-offs during fiscal 1998, the Corporation has not
experienced any significant charge-offs for the past several years. The majority
of these charge-offs occurred during the three months ended December 31, 1997
and were related to a single loan relationship for which the Corporation
maintained a specific valuation allowance. The Corporation's low historical
charge-off history is the product of a variety of factors, including the
Corporation's underwriting guidelines, which generally require a down payment of
20% of the lower of sales price or appraised value of 1-4 family residential
real estate loans, established income information and defined ratios of debt to
income. Loans secured by real estate make up 96.4% of the Corporation's loan
portfolio, and loans secured by first mortgages on 1-4 family residential real
estate constituted 80.8% of total loans at June 30, 1999. Notwithstanding the
historically low level of charge-offs, management believes it is prudent to
continue increasing the allowance for loan losses as total loans increase.
Accordingly, management anticipates it will continue its provisions to the
allowance for loan losses at current levels for the near future, providing the
volume of nonperforming loans remains insignificant. The provision for loan
losses totaled $30,000 and $90,000 during the three and nine months ended June
30, 1999, compared to $110,000 and $194,000 for the same periods in 1998. The
primary reason for the decrease in the provision for loan losses for the
comparative periods relates to the $115,000 charge-off which occurred during
fiscal 1998.
Noninterest income totaled $125,000 and $429,000 for the three and nine months
ended June 30, 1999 and $311,000 and $644,000 for the three and nine months
ended June 30, 1998. The decreases were primarily the result of gains realized
on sales of loans during the three and nine months ended June 30, 1998 and
- --------------------------------------------------------------------------------
(Continued)
16.
<PAGE> 17
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
gains realized on available for sale securities during the nine months ended
June 30, 1998. These decreases were partly offset by an increase in service
charges and other fees during the three and nine months ended June 30, 1999. The
securities and loan sales were made for interest rate risk strategy purposes.
The increase in service charges and other fees was the result of a change in
pricing for overdraft, stop payment and ATM surcharge fees.
Noninterest expense totaled $1,023,000 and $3,251,000 for the three and nine
months ended June 30, 1999 compared to $1,014,000 and $3,099,000 for the three
and nine months ended June 30, 1998. The Corporation experienced modest
increases in most of the components of noninterest expense. The increase in data
processing services resulted from the expanded account base and services
associated with the growth experienced in the two offices opened over the past
twenty months. The increase in other expense related to legal and consulting
services.
The volatility of income tax expense is primarily attributable to the change in
net income before income taxes. Income tax expense totaled $233,000 and
$592,000, or an effective rate of 33.8% and 34.0%, for the three and nine months
ended June 30, 1999, compared to $238,000 and $612,000, or an effective rate of
34.6% and 34.7%, for the three and nine months ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's liquidity, primarily represented by cash equivalents, is a
result of operating, investing and financing activities. These activities are
summarized below for the nine months ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------
1999 1998
---- ----
(In thousands)
<S> <C> <C>
Net income $ 1,149 $ 1,154
Adjustments to reconcile net income to net cash from
operating activities (272) 477
-------- --------
Net cash from operating activities 877 1,631
Net cash from investing activities (15,696) (24,767)
Net cash from financing activities 13,854 23,175
-------- --------
Net change in cash and cash equivalents (965) 39
Cash and cash equivalents at beginning of period 3,578 5,633
-------- --------
Cash and cash equivalents at end of period $ 2,613 $ 5,672
======== ========
</TABLE>
The Corporation's principal sources of funds are deposits, loan and security
repayments, securities available for sale and other funds provided by
operations. The Corporation also has the ability to borrow additional funds from
the FHLB of Cincinnati. While scheduled loan repayments and maturing securities
are relatively predictable, deposit flows and early loan and mortgage-backed
security repayments are more influenced by interest rates, general economic
conditions and competition. The Corporation maintains investments in liquid
assets based on management's assessments of (1) the need for funds, (2) expected
deposit flows, (3) the yields available on short-term liquid assets and (4) the
objectives of the asset/liability management program.
- --------------------------------------------------------------------------------
(Continued)
17.
<PAGE> 18
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Office of Thrift Supervision ("OTS") regulations presently require the
Corporation to maintain an average daily balance of investments in U.S.
Treasury, federal agency obligations and other investments having maturities of
five years or less in an amount equal to 4% of the sum of the Corporation's
average daily balance of net withdrawable deposit accounts and borrowings
payable in one year or less. The liquidity requirement, which may be changed
from time to time by the OTS to reflect changing economic conditions, is
intended to provide a source of relatively liquid funds on which the Corporation
may rely, if necessary, to fund deposit withdrawals or other short-term funding
needs. At June 30, 1999, the Corporation's regulatory liquidity was 30.3%. At
such date, the Corporation had commitments to originate fixed rate loans
totaling $1,630,000 and variable rate loans totaling $173,000. The Corporation
had no commitments to purchase or sell loans. The Corporation considers its
liquidity and capital reserves sufficient to meet its outstanding short and long
term needs. See Note 5 of the Notes to Consolidated Financial Statements.
The Bank is required by regulations to meet certain minimum capital
requirements, which must be generally as stringent as standards established for
commercial banks. Failure to meet minimum capital requirements can initiate
certain mandatory actions that, if undertaken, could have a direct material
affect on the Bank's financial statements. Current capital requirements call for
tangible capital of 1.5% of adjusted total assets, core capital (which for the
Bank consists solely of tangible capital) of 3.0% of adjusted total assets and
risk-based capital (which, for the Bank, consists of core capital and general
valuation allowances) of 8.0% of risk-weighted assets (assets are weighted at
percentage levels ranging from 0% to 100% depending on their relative risk). The
following table indicates that the requirement for core capital is 4.0% because
that is the level that the OTS prompt corrective-action regulations require to
be considered adequately capitalized. At June 30, 1999, the Bank complies with
all regulatory capital requirements. Based on the Bank's computed regulatory
capital ratios, the Bank is considered well capitalized under the applicable
requirements at June 30, 1999. Management is not aware of any matters after the
latest regulatory exam that would cause the Bank's capital category to change.
The following table summarizes the Bank's regulatory capital requirements and
actual capital at June 30, 1999.
<TABLE>
<CAPTION>
Excess of actual
capital over current
Actual capital Current requirement requirement
-------------- ------------------- -------------------- Applicable
(Dollars in thousands) Amount Percent Amount Percent Amount Percent Asset Total
------ ------- ------ ------- ------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Tangible capital $23,238 9.3% $ 3,743 1.5% $19,495 7.8% $249,548
Core capital 23,238 9.3 9,982 4.0 13,256 5.3 249,548
Tier 1 risk-based capital 23,238 18.0 5,158 4.0 18,080 14.0 128,943
Total risk-based capital 23,964 18.6 10,315 8.0 13,649 10.6 128,943
</TABLE>
In October 1998, the Board of Directors of the Corporation authorized the
purchase of up to 5% of the Corporation's outstanding common shares over a
twelve-month period. The shares were purchased in the over-the-counter market.
The number of shares purchased and the price paid depends on the availability of
shares, the prevailing market prices and any other considerations which may, in
the opinion of the Corporation's Board of Directors or management, affect the
advisability of purchasing shares. In April 1999, the Corporation completed the
October 1998 5% stock repurchase and announced another 5% stock repurchase.
Through June 30, 1999, the Corporation purchased 111,841 shares related to the
two 5% stock purchases.
- --------------------------------------------------------------------------------
(Continued)
18.
<PAGE> 19
MILTON FEDERAL FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
YEAR 2000 ISSUE
The Bank's lending and deposit activities are almost entirely dependent on
computer systems which process and record transactions, although the Bank can
effectively operate with manual systems for brief periods when its electronic
systems malfunction or cannot be accessed. The Bank uses the services of a
nationally recognized data processing service bureau specializing in data
processing for financial institutions. In addition to its basic operating
activities, the Bank's facilities and infrastructure, such as security systems
and communications equipment, are dependent, to varying degrees, on computer
systems.
The Bank has contacted the companies that supply or service the Bank's computer
operated or computer dependent systems to obtain confirmation that each system
that is material to the operations of the Bank is either currently Year 2000
compliant or is expected to be Year 2000 compliant. With respect to systems that
cannot presently be confirmed as Year 2000 compliant, the Bank will continue to
work with the appropriate supplier or servicer to ensure all such systems will
be rendered compliant in a timely manner, with minimal expense or disruption of
the Bank's operations. All of the identified computer systems affected by the
Year 2000 issue are currently in the renovation, validation or implementation
phase of the process of becoming Year 2000 compliant. The Bank has identified
various companies whose services are deemed critical to the mission of the Bank
and received assurances that such companies will be Year 2000 compliant.
As a contingency plan, the Bank has determined that, if such service providers
were to have their systems fail, the Bank would implement manual systems until
such systems could be re-established. The Bank does not anticipate that such
short-term manual systems would have a material adverse effect on the Bank's
operations. The expense of any change in suppliers or servicers is not expected
to be material to the Bank. The Bank has examined its computer hardware and
software and determined it will cost approximately $70,000 to make such systems
Year 2000 compliant. Of that amount, the Bank has already spent $28,000. Testing
has been performed on all internal hardware and software systems. The Bank has
also completed two proxy tests with its main data service provider. One final
proxy test will be performed in September 1999. All Year 2000 related problems
noted from testing have been corrected.
In addition to the possible expense related to its own systems, the Bank could
incur losses if loan payments are delayed due to Year 2000 problems affecting
any of the Bank's significant borrowers or impairing the payroll systems of
large employers in the Bank's primary market area. Because the Bank's loan
portfolio is highly diversified with regard to individual borrowers and types of
businesses and the Bank's primary market area is not significantly dependent on
one employer or industry, the Bank does not expect any significant or prolonged
Year 2000 related difficulties will affect net earnings or cash flow.
- --------------------------------------------------------------------------------
19.
<PAGE> 20
MILTON FEDERAL FINANCIAL CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosure About Market Risk
ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
The principal market risk affecting the Corporation is interest rate risk. The
Bank does not maintain a trading account for any class of financial instrument
and the Corporation is not affected by foreign currency exchange rate risk or
commodity price risk. Because the Corporation does not hold any equity
securities other than stock in the FHLB of Cincinnati and an insignificant
investment in its data processing servicer, Intrieve, Inc., the Corporation is
not subject to equity price risk.
The Corporation, like other financial institutions, is subject to interest rate
risk to the extent that its interest-earning assets reprice differently than its
interest-bearing liabilities. One of the Corporation's principal financial
objectives is to achieve long term profitability while reducing its exposure to
fluctuations in interest rates. The Corporation has sought to reduce exposure of
its earnings to changes in market interest rates by managing asset and liability
maturities and interest rates primarily through structuring the securities
portfolio so that substantially all of the mortgage-backed securities reprice on
at least an annual basis. The variable rate feature of these securities helps
mitigate the Corporation's exposure to upward interest rate movement due to its
primarily fixed rate loan portfolio. Some mortgage-backed securities have been
purchased with funds provided by similar maturity, long term borrowings from the
FHLB to capitalize on the yield differential. The majority of the Corporation's
securities are classified as available for sale to allow management the
flexibility to move these funds into higher yielding loans as demand warrants.
The mortgage-backed and related securities also provide the Corporation with a
constant cash flow stream from principal repayments.
As the Corporation's loan portfolio is primarily made up of fixed rate loans,
the Corporation is particularly sensitive to periods of rising interest rates.
In such periods, the Corporation's net interest spread is negatively affected
because the interest rate paid on deposits increases faster than the rates
earned on loans. Management is continuing to originate variable rate mortgage
loans as the primary means to manage this risk. Variable rate loans increased
from $26.2 million at September 30, 1998 to $37.4 million at June 30, 1999. In
addition, the Corporation also originates consumer and commercial loans,
however, such loans make up only a small percentage of the overall loan
portfolio. Consumer loans typically have a significantly shorter weighted
average maturity and offer less exposure to interest rate risks while commercial
loans generally carry variable interest rates. From time to time, the
Corporation has also sold pools of fixed rate mortgage loans and invested the
funds in shorter term fixed rate loans, adjustable rate loans and adjustable
rate mortgage-backed securities. Such investments have less exposure to interest
rate risk. The Corporation may sell additional pools of fixed rate loans in the
future should the need exist.
Lastly, as part of its effort to monitor and manage interest rate risk, the Bank
uses the "net portfolio value" ("NPV") methodology adopted by the OTS as part of
its capital regulations. Presented in the Corporation's 1998 annual report, as
of September 30, 1998, is an analysis of the Bank's interest rate risk as
measured by changes in NPV for instantaneous and sustained parallel shifts of
100 basis points in market interest rates. Also presented are policy limits set
by the Board of Directors of the Bank as to the maximum change in NPV that the
Board of Directors deems advisable in case of various changes in interest rates.
Such limits are established with consideration of the dollar impact of various
rate changes and the Bank's strong capital position. Management believes that no
events have occurred since September 30, 1998 that would significantly change
the Bank's NPV at June 30, 1999 under each of the assumed shifts of 100 basis
points in market interest rates.
- --------------------------------------------------------------------------------
(Continued)
20.
<PAGE> 21
MILTON FEDERAL FINANCIAL CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
- --------------------------------------------------------------------------------
The Bank's NPV is more sensitive to rising rates than declining rates. Such
difference in sensitivity occurs principally because, as rates rise, borrowers
do not prepay fixed rate loans as quickly as they do when interest rates are
declining. Thus, in a rising interest rate environment, because the Bank has
predominantly fixed rate loans in its loan portfolio, the amount of interest the
Bank would receive on its loans would increase relatively slowly as loans are
slowly prepaid and new loans at higher rates are made. Moreover, the interest
the Bank would pay on its deposits would increase rapidly because the Bank's
deposits generally have shorter periods to repricing.
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed securities and
early withdrawal levels from certificates of deposit, would likely deviate
significantly from those assumed in making risk calculations.
- --------------------------------------------------------------------------------
21.
<PAGE> 22
MILTON FEDERAL FINANCIAL CORPORATION
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
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
--------------------------------
(a) Exhibit No. 27: Financial Data Schedule.
(b) No current reports on Form 8-K were filed by the Registrant
during the quarter ended June 30, 1999.
- --------------------------------------------------------------------------------
22.
<PAGE> 23
MILTON FEDERAL FINANCIAL CORPORATION
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.
Date August 11, 1999 /s/ Glenn E. Aidt
----------------------- -----------------------------------
Glenn E. Aidt
President
Date August 11, 1999 /s/ Thomas P. Eyer
----------------------- -----------------------------------
Thomas P. Eyer
Treasurer (Chief Financial Officer)
- --------------------------------------------------------------------------------
23.
<PAGE> 24
MILTON FEDERAL FINANCIAL CORPORATION
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
- ------ ----------- -----------
27 Financial Data Schedule 25
- --------------------------------------------------------------------------------
24.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 1,358
<INT-BEARING-DEPOSITS> 1,254
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 36,292
<INVESTMENTS-CARRYING> 12,718
<INVESTMENTS-MARKET> 12,583
<LOANS> 189,449
<ALLOWANCE> 761
<TOTAL-ASSETS> 250,071
<DEPOSITS> 168,497
<SHORT-TERM> 2,100
<LIABILITIES-OTHER> 1,914
<LONG-TERM> 52,406
0
0
<COMMON> 0
<OTHER-SE> 25,154
<TOTAL-LIABILITIES-AND-EQUITY> 250,071
<INTEREST-LOAN> 10,517
<INTEREST-INVEST> 2,235
<INTEREST-OTHER> 173
<INTEREST-TOTAL> 12,925
<INTEREST-DEPOSIT> 6,062
<INTEREST-EXPENSE> 8,272
<INTEREST-INCOME-NET> 4,653
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 47
<EXPENSE-OTHER> 3,251
<INCOME-PRETAX> 1,741
<INCOME-PRE-EXTRAORDINARY> 1,149
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,149
<EPS-BASIC> .57
<EPS-DILUTED> .57
<YIELD-ACTUAL> 2.58
<LOANS-NON> 416
<LOANS-PAST> 457
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 676
<CHARGE-OFFS> 6
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 761
<ALLOWANCE-DOMESTIC> 761
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 321
</TABLE>
