SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-26012.
NORTHEAST INDIANA BANCORP, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 35-1948594
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
648 North Jefferson Street, Huntington, IN 46750
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (219) 356-3311
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such requirements for the past 90 days. YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
CLASS OUTSTANDING AT NOVEMBER 9, 1999
- -------------------------------------------------------------------------------
Common Stock, par value $.01 per share approximately 1,774,137
Transitional Small Business Disclosure Format: YES [ ] NO [X]
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
INDEX
PART 1. FINANCIAL INFORMATION (UNAUDITED) PAGE NO.
Item 1. Consolidated Condensed Financial Statements
Consolidated Condensed Balance Sheets
September 30, 1999 and December 31, 1998 1
Consolidated Condensed Statements of Income for the
three and nine months ended September 30, 1999 and 1998 2
Consolidated Statement of Change in Shareholders' Equity
for the nine months ended September 30, 1999 3
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1999 and 1998 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION 18
Signature page 20
<PAGE>
<TABLE>
<CAPTION>
NORTHEAST INDIANA BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1999 And December 31, 1998
September 30, December 31,
1999 1998
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Interest earning cash and cash equivalents $ 2,756,013 $ 4,079,792
Noninterest earning cash and cash equivalents 2,574,862 2,215,845
------------- -------------
Total Cash and cash equivalents 5,330,875 6,295,637
Interest-earning deposits in financial institutions 100,000 100,000
Securities available for sale 33,542,763 13,658,691
Securities held to maturity (fair value: September
30, 1999- $456,755; December 31, 1998 - $528,424) 456,754 528,424
Loans receivable, net of allowance for loan losses September 30,
1999 $1,561,176 and December 31, 1998 $1,454,000 199,901,474 185,906,309
Other real estate owned - 110,712
Accrued interest receivable 910,952 487,393
Premises and equipment 2,309,473 2,265,347
Investments in limited liability partnerships 1,349,096 1,400,000
Other assets 1,259,315 1,672,079
------------- -------------
Total assets $ 245,160,702 $ 212,424,592
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits $ 3,957,623 $ 3,058,581
Savings 9,808,298 9,811,696
NOW and MMDDA 33,474,762 31,354,647
Other time deposits 73,073,108 79,110,658
------------- -------------
Total deposits 120,313,791 123,335,582
Borrowed funds 98,493,933 63,080,275
Accrued expenses and other liabilities 653,135 1,004,099
------------- -------------
Total liabilities $ 219,460,859 $ 187,419,956
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Shareholders' equity
Preferred Stock 500,000 shares authorized; 0 shares issued - -
Common stock, $.01 par value: 4,000,000 shares
authorized; 2,640,518 and 2,400,466 shares issued at
September 30, 1999 and December 31,1998 26,405 24,005
Additional paid in capital 28,693,264 25,128,717
Retained earnings, substantially restricted 10,168,345 12,166,794
Unearned employee stock ownership plan shares (1,091,063) (1,163,800)
Unearned recognition and retention plan shares (282,822) (433,672)
Net unrealized appreciation on securities available
for sale (282,901) 44,105
Treasury stock, 855,381 and 728,049 common shares, at
cost, at September 30, 1999 and December 31, 1998 (11,531,385) (10,761,513)
------------- -------------
Total shareholders' equity 25,699,843 25,004,636
------------- -------------
Total liabilities and shareholders' equity $ 245,160,702 $ 212,424,592
============= =============
</TABLE>
The accompanyinbg notes are an integral part
of these consolidatd financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
NORTHEAST INDIANA BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three and nine months ended September 30, 1999
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Interest income
Loans, including fees $ 3,981,230 $ 3,725,141 $11,630,809 $11,075,468
Taxable securities 546,527 262,995 1,122,277 779,961
Non-taxable securities 6,227 4,819 19,077 14,973
Deposits with banks 36,703 60,041 129,810 174,471
----------- ----------- ----------- -----------
Total interest income 4,570,687 4,052,996 12,901,973 12,044,873
Interest expense
Deposits 1,315,487 1,532,625 3,977,206 4,425,234
Borrowed funds 1,253,615 765,646 3,074,894 2,337,616
----------- ----------- ----------- -----------
Total interest expense 2,569,102 2,298,271 7,052,100 6,762,850
Net interest income 2,001,585 1,754,725 5,849,873 5,282,023
Provision for loan losses 46,500 90,000 181,500 270,000
----------- ----------- ----------- -----------
Net interest income after provision
for loan losses 1,955,085 1,664,725 5,688,373 5,012,023
Noninterest income
Service charges on deposit accounts 84,433 76,433 248,512 213,949
Loan servicing fees 56,172 57,106 182,188 183,149
Net realized gain on sale of securities - - - -
Other 72,995 53,465 180,360 129,445
----------- ----------- ----------- -----------
Total noninterest income $ 213,600 $ 187,004 $ 611,060 $ 526,543
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Noninterest expense
Salaries and employee benefits 559,510 461,440 1,609,071 1,361,466
Occupancy 103,010 87,699 298,672 261,826
Data processing 135,275 104,972 397,261 317,741
Insurance expense 17,862 18,124 55,728 49,823
Professional fees 32,162 30,956 106,599 112,926
Correspondent bank charges 56,598 52,763 165,726 153,099
Other expense 162,259 147,048 494,335 480,004
----------- ----------- ----------- -----------
Total noninterest expense $ 1,066,676 $ 903,002 3,127,392 2,736,885
Income before income taxes 1,102,009 948,727 3,152,041 2,801,681
Income tax expense 429,815 362,551 1,208,782 1,085,274
----------- ----------- ----------- -----------
Net income $ 672,194 $ 586,176 $ 1,943,259 $ 1,716,407
=========== =========== =========== ===========
Basic earnings per common share $ 0.42 $ 0.34 $ 1.19 $ 0.96
Diluted earnings per common share $ 0.41 $ 0.34 $ 1.15 $ 0.91
Return on average assets 1.11% 1.14% 1.15% 1.13%
Return on average equity 10.51% 9.11% 10.19% 8.63%
Equity to assets 11.58% 12.57% 11.23% 13.10%
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
NORTHEAST INDIANA BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
Nine months ended September 30, 1999
(Unaudited)
Unearned Unearned
Employee Recognition
Additional Stock And
Common Paid-in Retained Ownership Retention
Stock Capital Earnings Plan Shares Plan Shares
----- ------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 24,005 25,128,717 12,166,794 (1,163,800) (433,672)
Net Income September 30, 1999 1,943,259
Other Comprehensive income:
Unrealized gains on securities
Total tax effect
Total other comprehensive income
Comprehensive income
Dividends Paid $.25 per share year to date (445,831)
Purchase of 57,420 shares of Treasury Stock
Sale of 2,343 shares of Treasury Stock (3,151)
Shares committed to be released under ESOP 72,238 72,737
Purchase of 550 shares for RRP 1,983 (8,063)
Amortization of RRP Contributions 158,913
Issuance of 240,052 common shares from
declaration of 10% Stock Dividend 2,400 3,493,477 (3,495,877)
------ ---------- ---------- ---------- --------
Balance at September 30, 1999 26,405 28,693,264 10,168,345 (1,091,063) (282,822)
====== ========== ========== ========== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Net
Unrealized
Appreciation
On Securities Total
Available- Treasury Shareholders'
For-Sale Stock Equity
-------- ----- ------
<S> <C> <C> <C>
Balance, December 31, 1998 44,105 (10,761,513) 25,004,636
Net Income September 30, 1999 1,943,259
Other Comprehensive income:
Unrealized gains on securities (640,685)
Total tax effect 313,679
--------
Total other comprehensive income (327,006) (327,006)
------------------
Comprehensive income 1,749,333
Dividends Paid $.25 per share year to date (445,831)
Purchase of 57,420 shares of Treasury Stock (801,850) (801,850)
Sale of 2,343 shares of Treasury Stock 25,898 22,747
Shares committed to be released under ESOP 144,975
Purchase of 550 shares for RRP 6,080 -
Amortization of RRP Contributions 158,913
Issuance of 240,052 common shares from
declaration of 10% Stock Dividend -
-------- ----------- ----------
Balance at September 30, 1999 (282,901) (11,531,385) 25,699,843
======== =========== ==========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
NORTHEAST INDIANA BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1999 and 1998
Nine months ended
September 30,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,943,259 $ 1,716,407
Adjustments to reconcile net income
to net cash from operating activities
Net (gain) loss on sale of premises and equipment (50) (8,500)
Gain on sale of securities - -
Net (gain) loss on sale of foreclosed real estate 10,595 (10,091)
Provision for loan losses 181,500 270,000
Depreciation and amortization 169,949 129,199
Reduction of obligation under ESOP 144,975 187,404
Amortization of RRP 158,913 157,258
Net change in:
Other assets 586,530 249,729
Accrued interest receivable (423,559) 83,321
Accrued expenses and other liabilities (165,486) (322,328)
------------ ------------
Total adjustments 663,367 735,992
------------ ------------
Net cash from operating activities 2,606,626 2,452,399
Cash flows from investing activities
Proceeds from maturities and principal payments
of securities held to maturity 71,670 228,115
Proceeds from maturities and principal payments
of securities available for sale 4,403,886 5,618,549
Proceeds from sale of securities available for sale - -
Purchases of securities available for sale (24,792,089) (4,091,337)
Proceeds from sale of loans - -
Purchases of loans - -
Proceeds from sale of participation loans 46,051 2,430,541
Purchase of participation loans - (1,461,519)
Net change in loans (14,435,743) (9,150,763)
Expenditures on premises and equipment (202,407) (304,819)
Proceeds from sale of premises and equipment 50 8,500
Proceeds from sale of foreclosed real estate 170,261 177,750
------------ ------------
Net cash from investing activities (34,738,321) (6,544,983)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Cash flows from financing activities
Advances from FHLB 79,000,000 42,000,000
Repayment of FHLB advances (47,599,227) (51,399,227)
Payments of demand notes (576,250) (337,500)
Net change in other borrowed funds 4,589,135 184,963
Dividends paid (445,831) (425,671)
Purchase of stock (801,850) (4,566,147)
Sale of treasury stock 22,747 183,300
Net change in deposits (3,021,791) 22,428,742
------------ ------------
Net cash from financing activities 31,166,933 8,068,460
------------ ------------
Net change in cash and cash equivalents (964,762) 3,975,876
Cash and cash equivalents at beginning of year 6,295,637 4,819,686
------------ ------------
Cash and cash equivalents at end of year $ 5,330,875 $ 8,795,562
============ ============
Cash paid for:
Interest $ 6,988,115 $ 6,806,133
Income taxes 1,039,800 1,259,000
Non-cash transactions:
Investment in obligation relative to limited partnership $ - $ -
Transfer from loans to other real estate 70,144 167,659
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three and nine months ended September 30, 1999 and 1998
NOTE 1 - BASIS OF PRESENTATION
The unaudited information for the three and nine months ended September 30, 1999
and 1998 includes the results of operations of Northeast Indiana Bancorp, Inc.
(the "Company") and its wholly-owned subsidiary, First Federal Savings Bank
("First Federal" or the "Bank") and its wholly owned subsidiary, Northeast
Indiana Financial, Inc. In the opinion of management, the information reflects
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the results of operations for the three and nine month
periods reported but should not be considered as indicative of the results to be
expected for the full year.
For fiscal years beginning after December 15, 1997 the Financial Accounting
Standards Board (FASB) issued its Statement of Financial Accounting Standards
(SFAS) #130 on reporting comprehensive income. Comprehensive income includes
both net income and other comprehensive income. Other comprehensive income will
include the change in unrealized gains and losses on securities available for
sale, foreign currency translation adjustments, and additional minimum pension
liability adjustments when applicable. The financial statements reflect the
adoption of SFAS #130.
NOTE 2 - CONVERSION
First Federal completed a conversion from a mutual to a stock savings bank on
June 27, 1995. Simultaneous with the conversion was the formation of the
Company, incorporated in the state of Delaware. The initial issuance of shares
of common stock in the Company on June 27, 1995 was 2,182,125 shares at $10 per
share (restated as of November 22, 1999; 2,640,518 shares at $8.26 per share),
resulting in net proceeds of $21,210,857, and was accomplished through an
offering to the Bank's eligible account holders of record and the tax qualified
employee stock ownership plan. Costs associated with the conversion and stock
offering amounted to $610,393, and were accounted for as a reduction of the
proceeds from the issuance of common stock of the Company. The Company purchased
all common shares issued by the Bank. This transaction was accounted for at
historical cost in a manner similar to the pooling of interests method.
Federal regulations require that, upon conversion from a mutual to stock form of
ownership, a "liquidation account" be established by restricting a portion of
net worth for the benefit of eligible savings account holders who maintain their
savings accounts with the Bank after conversion. In the event of complete
liquidation (and only in such event), each savings account holder who continues
to maintain his savings account shall be entitled to receive a distribution from
the liquidation account after payment to all creditors, but before liquidation
distribution with respect to capital stock. This account will be proportionally
reduced for any subsequent reduction in eligible holder's savings accounts.
(Continued)
5
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three and nine months ended September 30, 1999 and 1998
NOTE 2 - CONVERSION (Continued)
Federal regulations impose limitations on the payment of dividends and other
capital distributions, including, among others, that First Federal may not
declare or pay cash dividends on any of its stock if the effect thereof would
cause the Bank's capital to be reduced below the amount required for the
liquidation account or the capital requirements imposed by the Financial
Institutions Reform Recover and Enforcement Act (FIRREA) and the Office of
Thrift Supervision (the "OTS").
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN
The Company has established an employee stock ownership plan ("ESOP"). At the
date of conversion described in Note 2, the ESOP purchased 210,925 shares of
common stock of the Company which was financed by the Company and collateralized
by the shares purchased. The borrowing is payable in semi-annual principal
payments of $72,000 over a 12 year period plus interest. All employees of the
Bank are eligible to participate in the ESOP after they attain age 21 and
complete one year of service during which they worked at least 1,000 hours. As
of January 1, 1999, 70,105 shares have been distributed to the plan
participants.
NOTE 4 - EARNINGS PER SHARE
Basic earnings per share is based on weighted-average common shares outstanding.
Diluted earnings per share further assumes issue of any dilutive potential
common shares. The accounting standard for computing earnings per share was
revised for 1998, and all earnings per shares previously reported are restated
to follow the new standard. The following table has been restated to reflect the
10% stock dividend announced on October 26, 1999 and payable on November 22,
1999 to shareholders of record on November 8, 1999.
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------ -----------------
September 30, September 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE
Net Income available to common shareholders $ 672,194 $ 586,176 $1,943,259 $1,716,407
Weighted average common shares outstanding 1,619,144 1,717,096 1,634,308 1,789,809
Basic Earnings Per Share $ 0.42 $ 0.34 $ 1.19 $ 0.96
Earnings Per Share Assuming Dilution
Net Income available to common shareholders $ 672,194 $ 586,176 $1,943,259 $1,716,407
Weighted average common shares outstanding 1,619,144 1,717,096 1,634,308 1,789,809
Add: dilutive effects of assumed exercises of
incentive stock options and non qualified
stock options 19,414 28,180 60,471 92,224
Weighted average and dilutive common shares
Outstanding 1,638,558 1,745,276 1,694,779 1,882,033
Diluted earnings per share $ 0.41 $ 0.34 $ 1.15 $ 0.91
</TABLE>
(Continued)
6
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three and nine months ended September 30, 1999 and 1998
NOTE 5 - COMMON STOCK DIVIDENDS
On October 26, 1999 the Board of Directors of Northeast Indiana Bancorp, Inc.
announced a quarterly cash dividend of $.10 per share. This increase represents
an effective increase of 22% after the 10% stock dividend increase. The dividend
will be paid on November 22, 1999 to shareholders of record on November 8, 1999.
The payment of the cash dividend will reduce shareholders' equity (fourth
quarter) by approximately $178,000.
Common share amounts, market values and price per share disclosures related to
stock repurchase programs, stock based compensation plans and earnings and
dividends per share disclosures have been restated for the 10% stock dividend
declared on October 26, 1999. Stock dividends for 20% or less are reported by
transferring the market value, as of the ex-dividend date, of the stock issued
from retained earnings to common stock and additional paid-in-capital.
Fractional shares were rounded up to the next whole share.
NOTE 6 - STOCK REPURCHASE PLAN
On June 29, 1999 the Company announced a new stock repurchase program to
repurchase up to 10% of the outstanding shares in the open market as Treasury
shares over the next twelve months. This program will include up to 180,165
shares.
As of November 9, 1999, 27,500 shares (adjusted for the 10% dividend) have been
repurchased. There were also 770 shares repurchased from exercised options year
to date through November 09, 1999.
NOTE 7 - REGULATORY CAPITAL REQUIREMENTS
Pursuant to federal regulatory agencies, savings institutions must meet three
separate minimum capital-to-asset requirements. The following table summarizes,
as of September 30, 1999, the capital requirements for the Bank under federal
regulatory agencies and the Bank's actual capital ratios. As of September 30,
1999, the Bank substantially exceeded all current regulatory capital standards.
<TABLE>
<CAPTION>
Regulatory
Capital Requirement Actual Capital
---------------------- --------------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Risk-based capital $ 12,464 8.0 % $ 24,695 15.85 %
Core capital $ 9,833 4.0 % $ 23,242 9.46 %
Tangible capital $ 4,916 2.0 % $ 23,242 9.46 %
</TABLE>
(Continued)
7
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three and nine months ended September 30, 1999 and 1998
NOTE 8 - RECLASSIFICATIONS
Certain amounts in the 1998 consolidated financial statements have been
reclassified to conform to the 1999 presentation.
8
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATING RESULTS
GENERAL
Northeast Indiana Bancorp, Inc. (the "Company") was formed as a Delaware
corporation in March, 1995, for the purpose of issuing common stock and owning
all the common stock of First Federal Savings Bank ("First Federal" or the
"Bank") as a unitary thrift holding company. Prior to the conversion, the
Company did not engage in any material operations and at September 30, 1999, had
no significant assets other than the investment in the capital stock of First
Federal and cash and cash equivalents.
The principal business of savings banks, including First Federal, has
historically consisted of attracting deposits from the general public and making
loans secured by residential real estate. The Bank's earnings are primarily
dependent on net interest income, the difference between interest income and
interest expense. Interest income is a function of the balances of loans and
investments outstanding during the period and the yield earned on such assets.
Interest expense is the function of the balances of deposits and borrowings. The
Bank's earnings are also affected by provisions for loan losses, service charge
and fee income, and other non-interest income, operating expenses and income
taxes. Operating expenses consist primarily of employee compensation and
benefits, occupancy and equipment expenses, data processing, federal deposit
insurance premiums and other general administrative expenses.
The most significant outside factors influencing the operations of First Federal
Savings Bank and other savings institutions include general economic conditions,
competition in the local market place and related monetary and fiscal policies
of agencies that regulate financial institutions. More specifically, the cost of
funds is influenced by interest rates on competing investments and general
market rates of interest. Lending activities are influenced by the demand for
real estate financing and other types of loans, which in turn is affected by the
interest rates at which such loans may be offered and other factors affecting
loan demand and funds availability.
TRUST/FINANCIAL SERVICES
During the year of 1998, First Federal established a trust department which
began operations in the fourth quarter 1998. At the end of September 30, 1999,
approximately $8.6 million in Trust Assets were held under management. In
February 1999, the Company announced the establishment of Northeast Indiana
Financial, Inc., a wholly-owned subsidiary of the Bank. Northeast Indiana
Financial, Inc. will provide brokerage services through the purchase of mutual
funds, annuities, stocks and bonds for its customers. Until these operations are
well established, management expects a slight negative impact to net income.
(Continued)
9
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
OPERATING RESULTS
FINANCIAL CONDITION
The Company's total assets increased $32.8 million or 15.44% from $212.4 million
at December 31, 1998 to $245.2 million at September 30, 1999. This increase was
due primarily to funds generated from increased borrowings of $35.4 million
offset by decreased deposits of $3.0 million. In addition to asset growth
through the first nine months of 1999 the company purchased 3.13% of the
outstanding shares to fund Treasury Stock which reduced our capital $802,000.
Net loans receivable increased $14.0 million or 7.53% from $185.9 million at
December 31, 1998 to $199.9 million at September 30, 1999. The increase in loans
during the first nine months of 1999 was predominantly in mortgage loan products
which accounted for $9.9 million of the increase along with a $5.6 million
increase in consumer lending and $111,000 increase in commercial lending. This
growth was because of the generally favorable market conditions. Allowances for
loan losses increased approximately $107,000 through the nine months ended
September 30, 1999. This increase was to provide a general increase for the
higher loan amounts and the additional loans secured by non-residential real
estate, commercial and credit cards. These allowances of $1.6 million include
$159,000 of specific reserves for loans or partial loans classified as
substandard in the amount of $2.1 million.
INVESTMENTS
Securities available-for-sale increased $19.8 million from $13.7 million at
December 31, 1998 to $34.1 million at September 30, 1999. The securities were
purchased to provide collateral for growth in our securities sold under
repurchase agreements.
RESULTS OF OPERATIONS
The Company had net income of $672,000 or basic and diluted earnings per share
of $0.42 and $0.41 for the three months ended September 30, 1999 compared to
$586,000 or basic and diluted earnings per share of $0.34 each or a 22.5%
increase over the third quarter 1998. Net income for the nine months ended
September 30, 1999 of $1.9 million or basic and diluted earnings per share of
$1.19 and $1.15 compared to $0.96 and $0.91 a 24% increase over the earnings per
share for the nine months ended September 30, 1998. Note that all per share
earnings have been restated to reflect the 10% stock dividend to be paid on
November 22, 1999.
Net interest income increased to $2.0 million for the three months ended
September 30, 1999 compared to $1.8 million for the three months ended September
30, 1998. Net interest income increased to $5.8 million or 10.8% for the nine
months ended September 30, 1999 compared to $5.3 million for the same period
1998. Interest income increased $518,000 to $4.6 million for September 30, 1999
compared to $4.1 million for September 30, 1998. Interest income for the
(Continued)
10
<PAGE>
nine months ended September 30, 1999 was $12.9 million compared to $12.0 million
for the nine months ended September 30, 1998, an increase of $857,000 or 7.11%.
For the third quarter interest expense increased $271,000 to $2.6 million for
the quarter ended September 30, 1999 compared to $2.3 million September 30,
1998. Interest expense for the nine months ended September 30, 1999 and
September 30, 1998 was approximately $7.1 million and $6.8 million respectively.
Provisions for loan losses decreased by $89,000 for the three months ended
September 30, 1999 compared to the same period ended September 30, 1998.
(Continued)
11
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
OPERATING RESULTS
RESULTS OF OPERATIONS (CONTINUED)
Non-interest income increased to $214,000 for the three months ended September
30,1999 compared to $187,000 for the comparable period in 1998. This represents
an increase of $27,000 for the quarter over the same period last year.
Non-interest income increased to $612,000 compared to $527,000 for the nine
months ended September 30, 1999 and 1998 respectively. This increase of $85,000
is the result of deposit account service fees and non-interest income for the
Trust department and the Financial Services subsidiary. These two new product
lines opened in the fourth quarter 1998 and the first quarter 1999.
Non-interest expense increased to $1.1 million and $3.1 million for the three
and nine months ended September 30, 1999 compared to $903,000 and $2.7 million
for the corresponding period in 1998. This represents an increase of $164,000
and $612,000 for the three and nine months ended September 30, 1999 compared to
the corresponding periods in 1998. This increase is due partially to higher
salaries and benefits reflecting increases in compensation for 1999 and
additional employees added during late 1998 and year to date 1999 to support
customer service as we grow, including staff for the new product lines we have
added. Occupancy costs also increased mainly due to the addition added to
provide for our Trust and Financial Services. Occupancy expense increased to
$103,000 and $299,000 for the three and nine months ended September 30, 1999
compared to $88,000 and $262,000 for the same periods ended September 30, 1998.
Data processing expense has increased to $135,000 and $397,000 for the three and
nine months ended September 30, 1999 due to software upgrades and increased
processing volume compared to $105,000 and $318,000 for the same periods ended
September 30, 1998.
Income tax expense is up for the three and nine months ended September 30, 1999
due to higher taxable income compared to the same periods 1998.
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established through a provision for loan losses
based on management's quarterly asset classification review and evaluation of
the risk inherent in its loan portfolio and changes in the nature and volume of
its loan activity. Such evaluation, which considers among other matters, the
estimated value of the underlying collateral, economic conditions, cash flow
analysis, historical loan loss experience, discussion held with delinquent
borrowers and other factors that warrant recognition in providing for an
adequate allowance for loan loss. As a result of this review process, management
recorded provisions for loan losses in the amount
(Continued)
12
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATING RESULTS
of $47,000 and $182,000 for the three and nine months ended September 30, 1999
compared to $90,000 and $270,000 for the same periods ended September 30, 1998.
Management believes our current allowance for loan loss is adequate to absorb
possible losses and is weighted for the mix of loans currently held; therefore
we anticipate that the standard expense will be maintained for the fourth
quarter 1999.
(Continued)
13
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
OPERATING RESULTS
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES(CONTINUED)
The non-performing assets to total assets ratio is one indicator of the exposure
to credit risk. Non-performing assets of the Bank consist of the non-accruing
loans, troubled debt restructuring and real estate owned which has been acquired
as a result of foreclosure or insubstance foreclosure. The following table
summarizes in thousands the various categories of non-performing assets:
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
---- ----
<S> <C> <C>
Non-accruing loans $1,277 $1,208
Accruing loans delinquent 90 days and more - -
Troubled debt restructuring 12 -
Foreclosed assets 53 120
------ ------
Total non-performing assets 1,342 1,328
====== ======
Total non-performing assets as a percentage of total assets 0.55% 0.63%
====== ======
</TABLE>
Total non-performing assets remained at $1.3 million for the periods ended
September 30, 1999 and December 1998, however, due to asset growth the
performance improved as a percentage of total assets to 0.55% of total assets at
September 30, 1999 from 0.63% of total assets at December 31, 1998.
The Bank is required to maintain specific amounts of regulatory capital pursuant
to regulations of the Office of Thrift Supervision (OTS). Those capital
requirements follow: a risk-based capital standard expressed as a percent of
risk adjusted assets, a leverage ratio of core capital to total assets, and a
tangible capital ratio expressed as a percent of total adjusted assets. At
September 30, 1999, the Bank exceeded all regulatory capital standards.
At September 30, 1999, the Bank's risk based capital was $24.7 million or 15.85%
of risk adjusted assets, which exceeds the $12.5 million and the 8.0% OTS
requirement by $12.2 million and 7.85%. The Bank's core capital at September 30,
1999 is $23.2 million or 9.41%, which exceeds the OTS requirement of $9.8
million, and 4.00% by $13.4 million and 5.46%. The tangible capital requirement
is $4.9 million and 2.00% which the Bank exceeded by $18.3 million and 7.42%
which is reflected by September 30, 1999 tangible capital balance of $23.6
million and a 9.46% ratio of tangible capital to assets.
(Continued)
14
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATING RESULTS
LIQUIDITY AND CAPITAL RESOURCES
First Federal's primary sources of funds are deposits, FHLB advances, principal
and interest payments of loans, operations income and short-term investments.
Deposit flows and mortgage payments are greatly influenced by general interest
rates, economic conditions and competition.
Current OTS regulations require that First Federal maintain cash and eligible
investments in an amount equal to at least 4% of its average daily balance of
net withdrawable customer deposit accounts and short-term borrowings to assure
its ability to meet demands for withdrawals and repayment of short-term
borrowings. As of September 30, 1999, First Federal's liquidity ratio was 8.46%,
which is in excess of the minimum regulatory requirements.
First Federal uses its capital resources principally to meet its ongoing
commitments to fund maturing certificates of deposit and loan commitments,
maintain its liquidity, and meet operating expenses. As of September 30, 1999,
First Federal had commitments to originate loans and to fund open lines of
credit totaling $24.7 million. First Federal considers its liquidity and capital
resources to be adequate to meet its foreseeable short and long-term needs.
However, to improve our short-term liquidity position we have during the fourth
quarter to date increased our deposit rates to attract Time deposits primarily
with six month to one year terms. These funds are being used to reduce Federal
Home Loan Bank advance borrowings and provide for other liquidity needs
including funding loans. First Federal expects to be able to fund or refinance,
on a timely basis, its material commitments and long-term liabilities.
FORWARD-LOOKING STATEMENTS
When used in this filing and in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and uncertainties, including but not limited to changes in economic
conditions in the Company's market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in the Company's
market area and competition, all or some of which could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected.
(Continued)
15
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATING RESULTS
FORWARD-LOOKING STATEMENTS (CONTINUED)
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and advises
readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected.
The Company does not undertake, and specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
IMPACT OF THE YEAR 2000
The Company relies heavily on computer technology to provide its products and
services and is well aware of all the issues involved with the Year 2000
including how operations could be impacted if a potential problem would arise.
An overall plan developed by the Year 2000 Committee was approved by the Board
of Directors and put into effect in 1998. This plan is a step by step process of
assessment, remediations and testing of hardware, software, embedded systems as
well as a customer awareness program, contingency and business continuity
planning and budgeting.
A test was performed on all computer systems to make sure they were able to
recognize year 2000 dates and hold these dates when powered off and on. Any new
computer equipment purchased will go through the same testing process. All
embedded systems have been assessed and will continue to be functional in the
year 2000.
The Company has no software that is internally developed. The various types of
software utilized by the Company are purchased through third party vendors and
our service bureau. Our service bureau has kept us informed of the Year 2000
status of their software products. Testing of all mission critical data file
interfaces began in the fourth quarter of 1998 and was completed in early second
quarter 1999. Testing of all other systems was completed in second quarter 1999.
Throughout the remainder of 1999, the Company will be focusing on Customer
Awareness and continuing to monitor the Y2K status of our various vendors. A
Business Continuity Plan has been presented to the Board of Directors and
approved.
(Continued)
16
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATING RESULTS
This plan sets forth certain procedures to be followed should problems be
discovered resulting from issues beyond our control.
17
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
PART II
Other Information
ITEM 1 - LEGAL PROCEEDING
The Company and First Federal are involved from time to time, as
plaintiff or defendant in various legal actions arising from the normal
course of their businesses. While the ultimate outcome of these
proceedings cannot be predicted with certainty, it is the opinion of
management that the resolution of these proceedings should not have a
material effect on the Company's results of operations on a
consolidated basis.
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
None
ITEM 5 - OTHER INFORMATION
None
18
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
PART II (Continued)
Other Information
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
(1) July 16, 1999 Announcing Second Quarter Earnings
(2) July 28, 1999 Announcing Cash Dividends
(3) October 21, 1999 Announcing Third Quarter Earnings
(4) October 26, 1999 Announcing Stock Dividend and effective increase in
Cash Dividend
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
NORTHEAST INDIANA BANCORP, INC.
Date: November 12, 1999 By: /S/STEPHEN E. ZAHN
------------------
Stephen E. Zahn
President and
Chief Executive Officer
(Duly Authorized Officer)
Date: November 12, 1999 By: /S/DARRELL E. BLOCKER
---------------------
Darrell E. Blocker
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
20
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,574,862
<INT-BEARING-DEPOSITS> 2,856,013
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 33,542,763
<INVESTMENTS-CARRYING> 456,754
<INVESTMENTS-MARKET> 0
<LOANS> 201,462,650
<ALLOWANCE> 1,561,176
<TOTAL-ASSETS> 245,160,702
<DEPOSITS> 120,313,791
<SHORT-TERM> 54,288,933
<LIABILITIES-OTHER> 858,134
<LONG-TERM> 44,000,000
0
0
<COMMON> 26,405
<OTHER-SE> 25,673,438
<TOTAL-LIABILITIES-AND-EQUITY> 245,160,702
<INTEREST-LOAN> 11,630,809
<INTEREST-INVEST> 1,141,354
<INTEREST-OTHER> 129,810
<INTEREST-TOTAL> 12,901,973
<INTEREST-DEPOSIT> 3,977,206
<INTEREST-EXPENSE> 7,052,100
<INTEREST-INCOME-NET> 5,849,873
<LOAN-LOSSES> 181,500
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,127,392
<INCOME-PRETAX> 3,152,041
<INCOME-PRE-EXTRAORDINARY> 1,943,259
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,943,259
<EPS-BASIC> 1.19
<EPS-DILUTED> 1.15
<YIELD-ACTUAL> 0
<LOANS-NON> 1,277,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 12,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,454,000
<CHARGE-OFFS> 106,000
<RECOVERIES> 31,000
<ALLOWANCE-CLOSE> 1,561,176
<ALLOWANCE-DOMESTIC> 108,250
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,452,926
</TABLE>
