U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fifteen Months ended December 31, 1996
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Commission file number 000-25808
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GREAT AMERICAN BANCORP, INC.
----------------------------
(Name of small business issuer in its charter)
Delaware 52-1923366
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1311 S. Neil St., P.O. Box 1010, Champaign, Illinois 61824-1010
- ---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (217) 356-2265
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Securities registered under Section 12(b)
of the Exchange Act: None
--------
Securities registered under Section 12(g)
of the Exchange Act:
Common Stock: par value $0.01 per share
---------------------------------------
(Title of class)
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 registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation SB contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
<PAGE 1>
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year.
$11,448,000
-----------
The aggregate market value of the voting stock held by non-
affiliates of the Registrant at February 28, 1997 was
$22,833,000. For purposes of this determination only, directors
and executive officers of the Registrant have been presumed to be
affiliates. The market value is based upon $15.88 per share, the
last sales price as quoted on The Nasdaq Stock Market for
February 28, 1997.
The Registrant had 1,759,976 shares of Common Stock
outstanding, for ownership purposes, at February 28, 1997
including 160,138 shares held by the Registrant's Employee Stock
Ownership Plan ("ESOP") and 66,004 shares held by the 1995 Great
American Bancorp Incentive Plan ("Incentive Plan") and excluding
292,774 shares held as treasury stock. The Registrant had
1,586,026 shares of Common Stock outstanding at February 28,
1997, which doesn't include 109,288 shares held by the ESOP and
64,662 shares held by the Incentive Plan that have not been
committed to be released to participants and excludes the 292,774
shares held as treasury stock.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
The Exhibit Index is located at page 59.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fifteen
months ended December 31, 1996 are incorporated by reference into
Part II of this Form 10-KSB. Portions of the Proxy Statement for
the 1997 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Form 10-KSB.
<PAGE 2>
INDEX
PART I
PAGE
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . 4
Item 2. Description of Property . . . . . . . . . . . . . . . . . . . 54
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 56
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . . . . . . . . . 56
PART II
Item 5. Market for Common Equity and
Related Stockholder Matters. . . . . . . . . . . . . . . . . 56
Item 6. Management's Discussion
and Analysis or Plan of Operation. . . . . . . . . . . . . . 56
Item 7. Financial Statements. . . . . . . . . . . . . . . . . . . . . 57
Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . 57
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section
16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . 57
Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . . . 57
Item 11. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . . . . 57
Item 12. Certain Relationships and Related Transactions. . . . . . . . 58
Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 58
SIGNATURES
<PAGE 3>
PART I
Item 1. Description of Business.
General
Great American Bancorp, Inc. (the "Company") was incorporated
on February 23, 1995 and on June 30, 1995 acquired all of the
outstanding shares of common stock of First Federal Savings Bank
of Champaign-Urbana, Illinois, (the "Bank") upon the Bank's
conversion from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion"). The
Company purchased 100% of the outstanding capital stock of the
Bank using 50% of the net proceeds from the Company's initial
stock offering which was completed on June 30, 1995. The Company
sold 2,052,750 shares of common stock in the initial offering at
$10 per share, including 164,220 shares purchased by the Bank's
Employee Stock Ownership Plan ("ESOP"). The ESOP shares were
acquired by the Bank with proceeds from a Company loan totaling
$1,642,200. The net proceeds of the offering totaled
$19,355,500: $20,527,500 less $1,172,000 in underwriting
commissions and other expenses. The Company began trading on The
Nasdaq Stock Market on June 30, 1995 under the symbol "GTPS".
In November 1995, the Company and the Bank each changed their
fiscal year end from September 30 to December 31, and
accordingly, the three months ended December 31, 1995 are
included in the audit of the fiscal year ending December 31,
1996.
The Company's assets at December 31, 1996 consist primarily
of the investment in the Bank of $25.1 million, a multifamily
real estate loan of $2.4 million and short-term marketable
securities of $715,000. Currently, the Company does not transact
any material business other than through its subsidiary, the
Bank.
Business of the Bank
The Bank was originally chartered in 1908 and became a
federally chartered mutual savings institution in 1938. Prior to
changing its name to First Federal Savings Bank of
Champaign-Urbana in January, 1995, the Bank operated as First
Federal Savings and Loan Association of Champaign. The Bank's
primary market area consists of Champaign County, Illinois, which
includes the cities of Champaign and Urbana. The economy in the
Bank's primary market area is predominantly related to the
University of Illinois, medical and health care related
businesses, a major food processing operation and agriculture.
The Bank maintains three offices, two in Champaign and one in
<PAGE 4>
Urbana, and provides a full range of retail banking services at
each office, with emphasis on one- to four-family residential
mortgage loans and consumer and commercial loans. At December
31, 1996, the Bank had total assets, liabilities and
stockholders' equity of approximately $129.1 million, $104.0
million, and $25.1 million, respectively.
The Bank's principal business consists of the acceptance of
retail deposits from the residents and small businesses
surrounding its branch offices and the investment of those
deposits, together with funds generated from operations,
primarily in one- to four-family residential mortgage loans. The
Bank also invests in multifamily mortgage loans, commercial real
estate loans, construction loans, land development loans and
commercial and consumer loans. The Bank, from time to time,
originates loans for sale during certain designated periods and,
to a lesser extent, may sell loans from its portfolio. The Bank
retains virtually all the servicing rights of loans sold. At
December 31, 1996, the Bank's gross loan portfolio totaled $89.4
million or 69.2% of total assets. In addition to its lending
activities, the Bank also invests in Federal Home Loan Bank
("FHLB") term deposits, U.S. Treasury and Agency securities,
local municipal securities, and securities issued by mutual funds
that primarily invest in adjustable rate mortgage-backed
securities. At December 31, 1996, the Bank's investment in FHLB
term deposits was $2.0 million and the Bank's securities
portfolio totaled $3.4 million. The securities portfolio was all
classified as held to maturity. The Bank sold its investments in
available for sale mortgage-backed securities, which totaled $5.9
million in November, 1996. The Bank also had $10.0 million
invested in overnight marketable securities and $9.3 million
invested in interest-bearing demand deposits at December 31,
1996. The majority of overnight securities and interest-bearing
demand deposits originated from the approximate $9.68 million the
Bank received from the holding company as part of the Conversion
and from the growth in deposits exceeding loan growth during
1996.
The Bank's revenues are derived principally from interest on
its mortgage, consumer and commercial loans, and, to a lesser
extent, interest and dividends on its securities. The Bank's
primary sources of funds are deposits, principal and interest
payments and principal prepayments on loans, and to a lesser
extent, proceeds from the sale of loans. Through its
wholly-owned service corporation, Park Avenue Service Corporation
("PASC"), the Bank engages in brokerage services through a third
party broker-dealer, Scout Brokerage Services, Inc. and also
sells fixed rate tax deferred annuities to the Bank's customers
and members of the public. PASC is also a partner in a real
estate development venture.
<PAGE 5>
Lending Activities
General. Historically, the principal lending activity of the
Bank has been the origination of long-term fixed-rate mortgage
loans for the purpose of constructing, financing or refinancing
one- to four-family residential properties. In recent years, the
Bank has also emphasized the origination of balloon,
adjustable-rate, and short-term fixed-rate mortgage loans, and
has also increased the origination of consumer loans, commercial
and commercial real estate loans.
Prior to 1996, the Company had not originated any loans.
During 1996, the Company originated one multifamily real estate
loan totaling $2.4 million.
Loan Portfolio Composition. The following table sets forth
the composition of the consolidated loan portfolio in dollar
amounts and in percentages of the respective portfolios at the
dates indicated:
<PAGE 6>
<TABLE>
<CAPTION>
Amount of Loans Outstanding at
-----------------------------------------------------
December September September September September
31, 1996 30, 1995 30, 1994 30, 1993 30, 1992
-------- --------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Real estate:
One- to four-family residential $ 51,710 $ 41,724 $ 38,362 $ 38,796 $ 29,417
Multifamily residential 9,446 5,736 4,580 5,379 9,417
Commercial 9,363 11,261 11,312 12,798 14,117
Construction 2,799 447 2,948 278 482
Land 495 275 722 800 1,400
Commercial business 9,861 10,491 9,909 9,930 10,517
Consumer 10,667 10,112 7,200 6,002 6,016
------- ------- ------- ------- -------
Total loans 94,341 80,046 75,033 73,983 71,366
Less:
Undisbursed loan funds (2,447) (2,324) (2,136) (1,599) (2,693)
Deferred loan fees, net (77) (79) (99) (127) (183)
Allowance for loan losses (374) (231) (217) (224) (190)
------- ------- ------- ------- -------
Total loans, net $ 91,443 $ 77,412 $ 72,581 $ 72,033 $ 68,300
======= ======= ======= ======= =======
<CAPTION>
Percentage of Loans Outstanding at
----------------------------------------------------------
December September September September September
31, 1996 30, 1995 30, 1994 30, 1993 30, 1992
-------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Real estate:
One- to four-family 54.81% 52.13% 51.13% 52.44% 41.22%
Multifamily 10.01 7.17 6.10 7.27 13.20
Commercial 9.92 14.06 15.07 17.30 19.78
Construction 2.97 .56 3.93 .38 .67
Land .53 .34 .96 1.08 1.96
Commercial business 10.45 13.11 13.21 13.42 14.74
Consumer 11.31 12.63 9.60 8.11 8.43
------- ------- ------- ------- -------
Total loans 100.00% 100.00% 100.00% 100.00% 100.00%
======= ======= ======= ======= =======
</TABLE>
<PAGE 7>
There were no loans held for sale at December 31, 1996. At
that same date, 42.1% of total mortgage loans had adjustable
interest rates, excluding consumer loans secured by second
mortgages on real property.
The types of loans that the Company and Bank may originate
are subject to federal and state law and regulations. Interest
rates charged on loans are affected by the demand for such loans
and the supply of money available for lending purposes and the
rates offered by competitors. These factors are, in turn,
affected by, among other things, economic conditions, monetary
policies of the federal government, including the Federal Reserve
Board and legislative tax policies.
Loan Maturity
The following table shows the maturity of consolidated loans
at December 31, 1996, and includes principal repayments.
Principal repayments totaled $46.4 million, $31.8 million and
$39.2 million for the fifteen months ended December 31, 1996, and
the years ended 1995 and 1994, respectively. At December 31,
1996, all loans were classified as held for investment. While
future loan prepayment activity cannot be projected, management
anticipates that in periods of stable interest rates, prepayment
activity would be lower than prepayment activity experienced in
periods of declining interest rates. In general, the Bank
originates adjustable and fixed-rate one- to four-family loans
with maturities from 15 to 30 years, one-to-four family loans
with balloon features which mature from 5 to 7 years, multifamily
loans with maturities from 10 to 20 years, adjustable-rate
commercial real estate loans with maturities of 20 to 25 years,
commercial loans with maturities of 90 days to one year, and
consumer loans with maturities of 1 to 5 years.
<PAGE 8>
<TABLE>
<CAPTION>
December 31, 1996 (in thousands)
------------------------------------------------------------------------------------------
One- to Total
Four- Multi Real Estate Loans
Family Family Commercial Construction Land Commercial Consumer Receivable
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amounts due:
One year or less $ 2,495 289 483 2,799 474 7,278 5,092 18,910
After one year:
More than one year to
three years 6,295 820 1,574 -- 21 1,548 3,301 13,559
More than three years
to five years 6,199 657 2,063 -- -- 674 2,136 11,729
More than five years
to 10 years 10,860 1,933 2,352 -- -- 223 85 15,453
More than 10 years
to 20 years 16,161 4,555 2,734 -- -- 138 31 23,619
More than 20 years 9,700 1,192 157 -- -- -- 22 11,071
-----------------------------------------------------------------------------------------
Total due after December 31,
1996 49,215 9,157 8,880 -- 21 2,583 5,575 75,431
-----------------------------------------------------------------------------------------
Total amount due 51,710 9,446 9,363 2,799 495 9,861 10,667 94,341
Less:
Undisbursed loan funds (13) -- -- (764) -- (1,670) -- (2,447)
Deferred Loan fees, net (77) -- -- -- -- -- -- (77)
Allowance for loan losses (61) (11) (11) (3) (1) (141) (146) (374)
-----------------------------------------------------------------------------------------
Total loans, net $ 51,559 9,435 9,352 2,032 494 8,050 10,521 91,443
=========================================================================================
</TABLE>
<PAGE 9>
The following table sets forth, at December 31, 1996, the
dollar amount of gross loans receivable, contractually due after
December 31, 1997, and whether such loans have fixed interest
rates or adjustable interest rates.
Due After December 31, 1996
----------------------------------
Fixed Adjustable Total
----------------------------------
(in thousands)
Real estate:
One- to four-family residential $ 35,649 $ 13,566 $ 49,215
Multifamily residential 636 8,521 9,157
Commercial real estate 676 8,204 8,880
Construction -- -- --
Land 21 -- 21
Commercial business 2,583 -- 2,583
Consumer 5,575 -- 5,575
----------------------------------
Total loans $ 45,140 $ 30,291 $ 75,431
==================================
Origination, Purchase, Sale and Servicing of Loans. The
Bank's lending activities are conducted primarily through its
home office and two branch offices. The Bank, from time to time,
also sells mortgage loans that it originates during certain
designated periods and sells loans from its portfolio and
purchases participations in mortgage loans originated by other
institutions. The Bank has sold one- to four-family mortgage
loans during periods in which management believes market interest
rates are not conducive to the Bank holding such loans in its
portfolio. Additionally, the Bank may sell loans from its
portfolio to, among other things, fund its commitments for loan
sales when circumstances result in the Bank's inability to close
loans which have been committed for sale. Historically, the
substantial majority of loans sold by the Company have been sold
to the Federal Home Loan Mortgage Corporation ("FHLMC"). The
determination to purchase participations in specific loans or
pools of loans is based upon criteria substantially similar to
the Bank's underwriting policies which consider the financial
condition of the borrower, the location of the underlying
property and the appraised value of the property, among other
factors.
The Bank recognizes, at the time of sale, the cash gain or
loss on the sale of the loans based on the difference between the
net cash proceeds received and the carrying value of the loans
sold. Mortgage servicing rights on loans sold are capitalized by
allocating the total cost of the mortgage loans between the
mortgage servicing rights and the loans based on their relative
fair values. Capitalized servicing rights are amortized in
<PAGE 10>
proportion to and over the period of estimated servicing
revenues.
The following table sets forth consolidated loan
originations, purchases, sales and principal repayments
information for the periods indicated.
Fifteen Year Year
Months Ended Ended Ended
December 31, September 30, September 30,
------------------------------------------------
1996 1995 1994
------------------------------------------------
(in thousands)
Gross Loans (1)
Beginning balance $ 77,643 $ 72,798 $ 72,257
Loans originated:
One- to four-family 21,819 8,149 14,375
Multifamily 4,426 180 650
Commercial real estate 4,288 3,517 2,354
Construction 4,374 1,125 3,268
Land 845 1,332 1,003
Commercial business 15,082 12,396 15,109
Consumer 15,683 12,981 10,500
----------------------------------------------
Total loans originated 66,517 39,680 47,259
----------------------------------------------
Total 144,160 112,478 119,516
Less:
Transfer to real
estate owned -- -- --
Principal repayments (46,400) (31,770) (39,220)
Sales of loans ( 3,496) ( 741) ( 5,362)
Loans in process ( 2,447) ( 2,324) ( 2,136)
----------------------------------------------
Total gross loans held
for investment $ 91,817 $ 77,643 $ 72,798
==============================================
(1) Gross loans include loans receivable, net of loan
origination fees, deferred loan fees, and unamortized premiums
and discounts.
One- to Four-Family Mortgage Lending. The Bank offers both
fixed rate and adjustable rate mortgage loans secured by one-
to-four-family residences, primarily owner-occupied, located in
the Bank's primary market area, with maturities up to thirty
years. Substantially all of such loans are secured by property
located in Champaign County, Illinois. Loan originations are
generally obtained from existing or past customers and members
of the local community.
<PAGE 11>
At December 31, 1996, total consolidated gross loans
outstanding were $91.8 million, of which $51.6 million or 56.2%
were one- to four-family residential mortgage loans. Of the
one- to four-family residential mortgage loans outstanding at
that date, 73.1% were fixed-rate loans, and 26.9% were
adjustable-rate mortgage loans. The interest rate for the
majority of the Bank's adjustable-rate mortgage loans adjusts
periodically based upon a spread above the one year U.S.
Treasury index. The Bank currently offers a number of
adjustable-rate mortgage loan programs with interest rates which
adjust annually, either from the outset of the loan or after a
3, 5 or 7-year initial period in which the loan has a fixed
rate. Such interest rate adjustments are limited to a 2% annual
adjustment cap and a 6% life-of-the-loan cap. The Bank also
offers mortgage loans with balloon features. In general, these
loans may be rolled over on the balloon date if the customer
completes a new loan application and meets all of the
underwriting criteria required of new customers. The Bank
currently has no mortgage loans that are subject to negative
amortization but may consider introducing such loans in the
future. Negative amortization involves a greater risk to the
Bank because during a period of high interest rates the loan
principal may increase above the amount originally advanced.
The origination of adjustable-rate residential mortgage
loans, as opposed to fixed-rate residential mortgage loans,
helps reduce the Bank's exposure to increases in interest rates.
However, adjustable-rate loans generally pose credit risks not
inherent in fixed-rate loans, primarily because as interest
rates rise, the underlying payments of the borrower rise,
thereby increasing the potential for default. At the same time,
the marketability of the underlying property may be adversely
affected. Periodic and lifetime caps on adjustable-rate
mortgage loans help to reduce these risks but also limit the
interest rate sensitivity of such loans.
The Bank's policy is to originate one- to four-family
residential mortgage loans in amounts up to 80% of the lower of
the appraised value or the selling price of the property
securing the loan and up to 95% of the appraised value or
selling price if private mortgage insurance is obtained.
Mortgage loans originated by the Bank generally include
due-on-sale clauses which provide the Bank with the contractual
right to deem the loan immediately due and payable in the event
the borrower transfers ownership of the property without the
Bank's consent. Due-on-sale clauses are an important means of
adjusting the rates on the Bank's fixed-rate mortgage loan
portfolio and the Bank has generally exercised its rights under
these clauses.
Multifamily Lending. The Bank originates fixed- and
adjustable-rate multifamily mortgage loans generally secured by
<PAGE 12>
multiple unit apartment and university housing buildings located
in the Bank's primary market area. In 1996, the Company
originated one multifamily loan totaling $2.4 million which is
secured by a multiple unit apartment building. The Company
originated this loan because had the Bank originated the loan,
the Bank would have exceeded its regulatory limit for
loans-to-one-borrower. At December 31, 1996, the consolidated
multifamily loan portfolio was $9.4 million, or 10.2% of total
gross loans. In reaching its decision on whether to make a
multifamily loan, management considers the qualifications of the
borrower as well as the underlying property. The factors
considered include: the net operating income of the mortgaged
premises before debt service and depreciation; the debt service
ratio (the ratio of net earnings to debt service); and the ratio
of loan amount to appraised value. Pursuant to the Company's
and the Bank's underwriting policies, an adjustable-rate
multifamily mortgage loan may only be made in an amount up to
80% of the appraised value of the underlying property. In
addition, the Company and the Bank generally require a debt
service ratio of 1.2% to 1.5% and the personal guarantee of the
borrower. Properties securing a loan are appraised by an
independent appraiser and title insurance is required on all
loans.
When evaluating the qualifications of the borrower for a
multifamily loan, management considers the financial resources
and income level of the borrower, the borrower's experience in
owning or managing similar property and the previous lending
experience with the borrower. The Company and the Bank's
underwriting policies require that the borrower be able to
demonstrate strong management skills and the ability to maintain
the property from current rental income. The borrower should
also present evidence of the ability to repay the mortgage and a
history of making mortgage payments on a timely basis. In making
its assessment of the creditworthiness of the borrower,
management generally reviews the financial statements,
employment and credit history of the borrower, as well as other
related documentation. The largest multifamily loan at December
31, 1996 is the Company's only loan, a five year adjustable rate
loan with an outstanding balance of $2.4 million which is
secured by an apartment complex for student housing. At
December 31, 1996, this same loan customer also had two five
year adjustable rate loans on the Bank's books with an aggregate
outstanding balance of $2.4 million which are secured by two
separate apartment complexes for student housing.
Loans secured by apartment buildings and other multifamily
residential properties generally involve larger principal
amounts and a greater degree of risk than one- to four-family
residential mortgage loans. Because payments on loans secured
by multifamily properties are often dependent on successful
operation or management of the properties, repayment of such
<PAGE 13>
loans may be subject to a greater extent to adverse conditions
in the real estate market or the economy. The Company and the
Bank seek to minimize these risks through their underwriting
policies, which require such loans to be qualified at
origination on the basis of the property's income and debt
coverage ratio. As part of its operating strategy, the Bank
intends to increase its multifamily lending in its primary
market area.
Commercial Real Estate Lending. The Bank originates
commercial real estate loans that are generally secured by
properties used for business purposes such as small office
buildings or a combination of residential and retail facilities
located in the Bank's primary market area. The Bank's
underwriting procedures provide that commercial real estate
loans may generally be made in amounts up to 80% of the
appraised value of the property, subject to the Bank's current
loans-to-one-borrower limit.
These loans may be made with terms up to 30 years, fully
amortized, and are generally offered at interest rates which
adjust in accordance with the prime rate as reported in the
Wall Street Journal. The Bank's underwriting standards and
procedures are similar to those applicable to its multifamily
loans, whereby the Bank considers the net operating income of
the property and the borrower's expertise, credit history and
profitability. The Bank has generally required that the
properties securing commercial real estate loans have debt
service coverage ratios of at least 1.2% to 1.5%. The largest
commercial real estate loan in the Bank's portfolio at December
31, 1996, was a $1.1 million, six month adjustable rate, loan
which was originated in October, 1991 and is secured by an
office building. At December 31, 1996, the Bank's commercial
real estate loan portfolio totaled approximately $9.4 million or
10.2% of total consolidated gross loans. As part of its
operating strategy, the Bank intends to increase its commercial
real estate lending in its primary market area.
Loans secured by commercial real estate properties, like
multifamily loans, generally involve larger principal amounts
and a greater degree of risk than one- to four-family
residential mortgage loans. Because payments on loans secured
by commercial real estate properties are often dependent on
successful operation or management of the properties, repayment
of such loans may be subject to adverse conditions in the real
estate market or the economy. The Bank seeks to minimize these
risks through its underwriting standards, which require such
loans to be qualified on the basis of the property's income and
debt service ratio.
Construction and Land Development Lending. The Bank
originates loans for the acquisition and development of property
<PAGE 14>
to contractors and individuals in its primary market area. The
Bank has made construction loans primarily to finance the
construction of one- to four-family, owner-occupied residential
properties and multifamily properties. These loans generally
have maturities of one year or less. Construction loans may be
made in amounts up to 95% of the appraised value of the property
for construction of one- to four-family residences and 80% of
the appraised value of the property for the construction of
commercial and multifamily properties, subject to the Bank's
current limitation on loans-to-one-borrower. The Bank generally
requires personal guarantees and may require an irrevocable
takeout commitment from a generally recognized lender for an
amount equal to or greater than the amount of the loan. Loan
proceeds are disbursed in increments as construction progresses
and as inspections warrant. Land development loans are
determined on an individual basis, but generally they do not
exceed 70% of the actual cost or current appraised value of the
property, whichever is less. The largest construction loan in
the Bank's portfolio at December 31, 1996 was a $650,000 loan
originated in August, 1996. The interest rate on this loan is
9.00%, and the term one year. The loan is secured by commercial
real estate and improvements. At December 31, 1996, the Bank
had $2.5 million of construction and land development loans,
which amounted to 2.7% of the consolidated total loan portfolio.
Construction and land development financing is generally
considered to involve a higher degree of credit risk than
long-term financing on improved, owner-occupied real estate.
Risk of loss on a construction loan is dependent largely upon
the accuracy of the initial estimate of the property's value at
completion of construction or development compared to the
estimated cost (including interest) of construction. If the
estimate of value proves to be inaccurate, the Bank may be
confronted with a project, when completed, having a value which
is insufficient to assure full repayment.
Commercial Lending. The Bank also offers secured and
unsecured commercial business loans. At December 31, 1996, the
Bank's commercial business loans totaled $8.2 million, or 8.9%
of the total loan portfolio. The Bank's commercial business
loans consist of credit lines to support fluctuations in
accounts receivable and inventory, conventional term loans,
including both "owner-occupied" and "investment" real estate
loans, working capital loans, business acquisition loans and
small business loans. The Bank's policy is to generally make
fixed-rate commercial loans with terms of not greater than one
year and variable rate loans with terms longer than one year.
In making commercial loans, the Bank considers primarily the
value of the collateral if the loan is secured, the financial
history and resources of the borrower, the borrower's ability to
repay the loan out of net operating income and the Bank's
<PAGE 15>
lending history with the borrower. The Bank's policy has been
generally to require the personal guarantee of all principal
shareholders or partners for loans to corporations or
partnerships, and an annual personal financial statement from
all guarantors. The Bank's largest commercial loan or
commercial credit relationship consists of unsecured commercial
loans to one borrower which aggregated $1.6 million at December
31, 1996.
As part of its overall strategy, the Bank intends to increase
the level of its commercial lending in its primary market area.
Unsecured commercial business lending is generally considered to
involve a higher degree of risk than secured commercial and real
estate lending. Risk of loss on an unsecured commercial
business loan is dependent largely on the borrower's ability to
remain financially able to repay the loan out of ongoing
operations. If the Bank's estimate of the borrower's financial
ability is inaccurate, the Bank may be confronted with a loss of
principal on the loan.
Consumer Lending. The Bank has developed a consumer loan
program to offer loans on a short term basis, generally up to
five years, thereby reducing its interest rate risk exposure.
The Bank's portfolio of consumer loans includes a combination of
automobile, marine, home improvement, recreation and home equity
loans. Beginning in 1997, the Bank will offer credit cards
loans. As of December 31, 1996, the Bank's consumer loans
amounted to $10.7 million or 11.8% of the total loan portfolio.
Consumer loans are generally originated in the Bank's primary
market area and generally have maturities of one to five years.
Consumer loans may be collateralized by personal property or
secondary encumbrances on real estate. Unsecured consumer loans
are generally made with a maximum maturity of 48 months.
Consumer loans are shorter in term and generally contain
higher interest rates than residential loans. Management
believes the consumer loan market has been helpful in improving
its spread between average loan yield and costs of funds and at
the same time improving the matching of its rate sensitive
assets and liabilities.
The underwriting standards employed by the Bank for consumer
loans include a determination of the applicant's credit history
and an assessment of the applicant's ability to meet existing
obligations and payments on the proposed loan. The stability of
the applicant's monthly income may be determined by verification
of gross monthly income from primary employment, and
additionally from any verifiable secondary income.
Creditworthiness of the applicant is of primary consideration;
however, the underwriting process also includes a comparison of
<PAGE 16>
the value of the collateral in relation to the proposed loan amount.
Consumer loans entail greater risks than one- to four-family
residential mortgage loans, particularly consumer loans that are
secured by rapidly depreciable assets such as automobiles or
that are unsecured. In such cases, repossessed collateral for a
defaulted loan may not provide an adequate source of repayment
of the outstanding loan balance, since there is a greater
likelihood of damage, loss or depreciation of the underlying
collateral. Further, consumer loan collections are dependent on
the borrower's continuing financial stability, and therefore are
more likely to be adversely affected by job loss, divorce,
illness or personal bankruptcy. Finally, the application of
various federal and state laws, including federal bankruptcy and
insolvency laws, may limit the amount which can be recovered on
such loans in the event of a default. At December 31, 1996,
consumer loans 90 days or more delinquent totaled only $67,000
or 0.63% of consumer loans. As part of its operating strategy,
the Bank intends to increase the level of its consumer lending
in its primary market area.
Loan Approval Procedures and Authority. The respective
Boards of Directors authorize the lending activities of the
Company and the Bank and establish the lending policies. The
Board of Directors of the Bank has authorized the following
persons to approve loans up to the amounts indicated: Consumer
and commercial loans in the amount of $150,000 for secured loans
and $75,000 for unsecured loans may be approved by the President
or Senior Vice President of Lending. All other loan commitments
or renewals must be referred to and approved by the Bank's Loan
Committee, which is made up of three directors, the President
and the Senior Vice President of Lending.
For all loans originated by the Bank, upon receipt of a
completed loan application from a prospective borrower, a credit
report is ordered and certain other information is verified by
an independent credit agency. If necessary, additional
financial information may be required. An appraisal of real
estate intended to secure a proposed loan generally is required
to be performed by an appraiser designated and approved by the
Bank. For proposed mortgage loans, the Board annually approves
independent appraisers used by the Bank and approves the Bank's
appraisal policy. The Bank's policy is to obtain title and
hazard insurance on all mortgage loans. If private mortgage
insurance is required, the borrower will be required to make
payments to a mortgage impound account from which the Bank makes
disbursements for property taxes and mortgage insurance.
Loan Servicing. The Bank also services mortgage loans for
others. Loan servicing includes collecting and remitting loan
payments, accounting for principal and interest, making
inspections as required of mortgaged premises, contacting
<PAGE 17>
delinquent mortgagors, supervising foreclosures and property
dispositions in the event of unremedied defaults, making certain
insurance and tax payments on behalf of the borrowers and
generally administering the loans. At December 31, 1996 the
Bank was servicing $12.8 million of loans for others.
Delinquencies and Classified Assets. Management and the
Board of Directors perform a monthly review of all delinquent
loans. The procedures taken by the Bank with respect to
delinquencies vary depending on the nature of the loan and
period of delinquency. The Bank generally requires that
delinquent mortgage loans be reviewed and that a written late
charge notice be mailed no later than the 15th day of
delinquency. The Bank's policies provide that telephone contact
will be attempted to ascertain the reasons for delinquency and
the prospects of repayment. When contact is made with the
borrower at any time prior to foreclosure, the Bank will attempt
to obtain full payment or work out a repayment schedule with the
borrower to avoid foreclosure. It is the Bank's general policy
to continue to accrue interest on all loans which are past due
unless ultimate collection of principal and interest is in
doubt. Property acquired by the Bank as a result of foreclosure
on a mortgage loan is classified as "real estate owned", and is
recorded at the lower of the unpaid principal balance or fair
value less costs to sell at the date of acquisition and
thereafter. Upon foreclosure, it is the Bank's policy generally
to require an appraisal of the property and, thereafter,
appraisal of the property on an annual basis and external
inspections on at least a quarterly basis.
Federal regulations and the Bank's Classification of Assets
Policy require that the Bank utilize an internal asset
classification system as a means of reporting non performing and
potential problem assets. The Bank has incorporated the asset
classifications used by the Office of Thrift Supervision
("OTS"), the Bank's primary regulator, as part of its credit
monitoring system. The Bank currently classifies non performing
and potential problem assets as "Substandard," "Doubtful" or
"Loss" assets. An asset is considered Substandard if it is
inadequately protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any.
Substandard assets include those characterized by the distinct
possibility that the insured institution will sustain "some
loss" if the deficiencies are not corrected. Assets classified
as Doubtful have all of the weaknesses inherent in those
classified Substandard with the added characteristic that the
weaknesses present make collection or liquidation in full, on
the basis of currently existing facts, conditions and values,
highly questionable and improbable. Assets classified as Loss
are those considered uncollectible and of such little value that
their continuance as assets without the establishment of a
specific loss reserve is not warranted. Assets which do not
<PAGE 18>
currently expose the insured institution to sufficient risk to
warrant classification in one of the aforementioned categories
but possess weaknesses are required to be designated "Watch."
When an insured institution classifies one or more assets, or
portions thereof, as Substandard or Doubtful, it is required to
establish a general valuation allowance for loan losses in an
amount deemed prudent by management. General valuation
allowances, which is a regulatory term, represent loss
allowances which have been established to recognize the inherent
risk associated with lending activities, but which, unlike
specific allowances, have not been allocated to particular
problem assets. When an insured institution classifies one or
more assets, or portions thereof, as Loss, it is required either
to establish a specific allowance for losses equal to 100% of
the amount of the asset so classified or to charge off such
amount.
A savings institution's determination as to the
classification of its assets and the amount of its valuation
allowances is subject to review by the OTS, which can order the
establishment of additional general or specific loss allowances.
The OTS, in conjunction with the other federal banking agencies,
adopted an interagency policy statement on the allowance for
loan and lease losses. The policy statement provides guidance
for financial institutions on both the responsibilities of
management for the assessment and establishment of adequate
allowances and guidance for banking agency examiners to use in
determining the adequacy of general valuation guidelines.
Generally, the policy statement recommends that institutions
have effective systems and controls to identify, monitor and
address asset quality problems; that management has analyzed all
significant factors that affect the collectibility of the
portfolio in a reasonable manner; and that management has
established acceptable allowance evaluation processes that meet
the objectives set forth in the policy statement. As a result
of declines in local and regional real estate market values and
significant losses experienced by many financial institutions,
there has been a greater level of scrutiny by regulatory
authorities of the loan portfolios of financial institutions
undertaken as part of the examination of institutions by the OTS
and the Federal Deposit Insurance Corporation ("FDIC"). While
the Bank believes that it has established an adequate allowance
for loan losses, there can be no assurance that regulators, in
reviewing the Bank's loan portfolio, will not request the Bank
to materially increase at that time its allowance for loan
losses, thereby negatively affecting the Bank's financial
condition and earnings at that time. Although management
believes that, based on information currently available,
adequate specific and general loan loss allowances have been
established, actual losses are dependent upon future events and,
<PAGE 19>
as such, further additions to the level of specific and general
loan loss allowances may become necessary.
The Bank's Loan Committee reviews and classifies the Bank's
loans on a monthly basis and reports the results of its reviews
to the Board of Directors. The Bank classifies loans in
accordance with the management guidelines described above. At
December 31, 1996, the Bank had no other real estate as a result
of foreclosure, which is generally classified as Substandard.
At December 31, 1996, the Bank had $514,000 in assets classified
as Substandard, $193,000 classified as Doubtful, $1,000
classified as Loss, and $1,279,000 classified as Watch.
The following table sets forth delinquencies in the Bank's
loan portfolio as of the dates indicated.
<PAGE 20>
<TABLE>
<CAPTION>
At December 31, 1996 At September 30, 1995
--------------------------------------------------------------------------------------
60-89 Days 90 Days or More 60-89 Days 90 Days or More
--------------------------------------------------------------------------------------
Principal Principal Principal Principal
Number Balance Number Balance Number Balance Number Balance
of Loans of Loans of Loans of Loans of Loans of Loans of Loans of Loans
--------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family residential 10 $ 221 4 $ 53 10 $ 288 9 $ 103
Multifamily residential -- -- -- -- -- -- -- --
Commercial real estate 1 16 -- -- 1 16 -- --
Construction and land -- -- -- -- -- -- -- --
Commercial business -- -- 1 57 2 42 -- --
Consumer 3 6 6 67 6 10 7 41
--------------------------------------------------------------------------------------
Total 14 $ 243 11 $ 177 19 $ 356 16 $ 144
Delinquent loans to total ======================================================================================
gross loans 0.26% 0.19% 0.46% 0.19%
======================================================================================
<CAPTION>
At September 30, 1994
-------------------------------------------------
60-89 Days 90 Days or More
-------------------------------------------------
Principal Principal
Number Balance Number Balance
of Loans of Loans of Loans of Loans
-------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
One- to four-family residential 7 $ 150 4 $ 49
Multifamily residential -- -- -- --
Commercial real estate -- -- -- --
Construction and land -- -- -- --
Commercial business -- -- 1 8
Consumer 5 52 12 99
-------------------------------------------------
Total 12 $ 202 17 $ 156
Delinquent loans to total =================================================
gross loans 0.28% 0.21%
=================================================
</TABLE>
<PAGE 21>
Only two loans, totaling approximately $5,000 at December 31,
1996, were delinquent greater than 90 days at both December 31,
1996 and September 30, 1995. One loan totaling $19,000 at
December 31, 1996 was delinquent 60-89 days at both December 31,
1996 and September 30, 1995. The majority of the delinquent
borrowers have been making their monthly or periodic required
payments; however, the borrowers delinquent at both December 31,
1996 and September 30, 1995 are habitually delinquent.
Nonaccrual and Past Due Loans. The following table sets
forth information regarding loans contractually past due 90 days
or more. At December 31, 1996, there were no troubled-debt
restructured loans within the meaning of Statement of Financial
Accounting Standards No. 15, no non accruing loans, and no
foreclosed properties classified as real estate owned. At
December 31, 1996, there were 11 accruing loans past due 90 days
or more. The Bank continues to accrue interest on loans which
are past due unless ultimate collection of all principal and
interest is in doubt.
<PAGE 22>
<TABLE>
<CAPTION>
-----------------------------------------------------
Dec 31, Sep 30, Sep 30, Sep 30, Sep 30,
1996 1995 1994 1993 1992
-----------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans contractually past due 90 days or more $ 177 $ 144 $ 156 $ 291 $ 769
=====================================================
Allowance for loan losses as a percent
of loans (1) 0.41% 0.30% 0.30% 0.31% 0.28%
Allowance for loan losses as a percent of
non performing loans 211.30% 160.42% 139.10% 76.98% 24.71%
Non-performing loans as a percent of loans (1) 0.19% 0.19% 0.21% 0.40% 1.08%
Non-performing assets as a percent of total
assets 0.13% 0.13% 0.15% 0.27% 0.69%
</TABLE>
---------------------------
(1) Loans include gross loans less loans in process, undisbursed loan proceeds
and deferred loan origination fees and discounts.
<PAGE 23>
Allowance for Loan Losses. The allowance for loan losses is
established through a provision for loan losses based on
management's evaluation of the risks inherent in its loan
portfolio and the general economy. The allowance for loan
losses is maintained at an amount management considers adequate
to cover estimated losses in loans receivable which are deemed
probable and can be estimated based on information available to
management at such time. While management believes the
allowance for loan losses is sufficient to cover losses inherent
in its loan portfolio at this time, no assurances can be given
that the level of the allowance for loan losses will be
sufficient to cover future loan losses incurred or that future
adjustments to the allowance for loan losses will not be
necessary if economic and other conditions differ substantially
from the economic and other conditions used by management to
determine the current level of the allowance for loan losses.
The allowance is based upon a number of factors, including asset
classifications, economic trends, industry experience and
trends, industry and geographic concentrations, estimated
collateral values, management's assessments of the credit risk
inherent in the portfolio, historical loan loss experience, and
the Bank's underwriting policies. As of December 31, 1996 and
September 30, 1995, the allowance for loan losses was 0.41% and
0.30%, respectively, of total loans. Management will continue
to monitor and modify the allowance for loan losses as
conditions dictate. Various regulatory agencies, as an integral
part of their examination process, periodically review the
allowance for loan losses. These agencies may require
additional valuation allowances, based on their judgments of the
information available at the time of the examination.
It is the policy of the Bank to charge off consumer loans
when it is determined that they are no longer collectible. The
policy for loans secured by real estate, which comprise the bulk
of the loan portfolio, is to establish loss reserves in
accordance with the loan classification process, based on
generally accepted accounting practices. It is the Bank's
policy to obtain an appraisal on all real estate acquired
through foreclosure at the time of foreclosure.
The following table sets forth activity in the allowance for
loan losses for the periods set forth in the table.
<PAGE 24>
<TABLE>
<CAPTION>
------------------------------------------------
Dec 31, Sep 30, Sep 30, Sep 30, Sep 30,
1996 1995 1994 1993 1992
------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $ 231 $ 217 $ 224 $ 190 $ 131
Provision for loan losses 325 132 74 48 99
Charge-offs:
One to four-family residential -- -- -- -- --
Multifamily residential -- -- -- -- --
Commercial real estate -- -- -- -- --
Construction and land -- -- -- -- --
Commercial business 35 102 80 -- --
Consumer 151 24 3 14 41
-----------------------------------------------
Total charge-offs 186 126 83 14 41
-----------------------------------------------
Recoveries:
One- to four-family residential -- -- -- -- --
Multifamily residential -- -- -- -- --
Commercial real estate -- -- -- -- --
Commercial business -- -- -- -- --
Consumer 4 8 2 - 1
-----------------------------------------------
Total recoveries 4 8 2 -- 1
-----------------------------------------------
Net charge-offs 182 118 81 14 40
-----------------------------------------------
Balance at end of period $ 374 $ 231 $ 217 $ 224 $ 190
===============================================
</TABLE>
<PAGE 25>
The following table set forth the Bank's allocation of the
allowance for loan losses by loan category and the percent of
the allocated allowance to the total allowance for each specific
loan category. The portion of the allowance for loan losses
allocated to each loan category does not represent the total
available for future losses which may occur within the loan
category since the total allowance for loan losses is a
valuation reserve applicable to the entire loan portfolio.
<PAGE 26>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Amount of Allowance and Percentage of Allowance to Total Allowance
-----------------------------------------------------------------------------------
Dec 31, 1996 Sep 30, 1995 Sep 30, 1994 Sep 30, 1993 Sep 30, 1992
--------------- --------------- --------------- --------------- ---------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-
family residential $ 61 16.31% $ 31 13.42% $ 23 10.60% $ 18 8.04% $ 13 6.84%
Multifamily residential 11 2.94 27 11.69 27 12.44 20 8.93 18 9.48
Commercial real estate 11 2.94 14 6.06 10 4.61 10 4.46 5 2.63
Construction and land 4 1.07 -- -- -- -- -- -- -- --
Commercial business 141 37.70 46 19.91 52 23.96 94 41.96 94 49.47
Consumer 146 39.04 113 48.92 105 48.39 82 36.61 60 31.58
---- ----- ---- ----- ---- ----- ---- ----- ---- ------
$ 374 100.00% $ 231 100.00% $ 217 100.00% $ 224 100.00% $ 190 100.00%
==================================================================================
</TABLE>
<PAGE 27>
Investment Activities
Federally chartered savings institutions have the authority
to invest in various types of liquid assets, including FHLB term
deposits, U.S. Treasury and Agency obligations, securities of
various federal agencies, certificates of deposit of insured
banks and savings institutions, bankers' acceptances, repurchase
agreements and federal funds. Subject to various restrictions,
federally chartered savings institutions may also invest their
assets in commercial paper, investment-grade corporate debt
securities and mutual funds whose assets conform to the
investments that a federally chartered savings institution is
otherwise authorized to make directly. Additionally, the Bank
must maintain minimum levels of investments that qualify as
liquid assets under OTS regulations. Historically, the Bank has
maintained liquid assets above the minimum OTS requirements and
at a level considered to be adequate to meet its normal daily
activities.
The investment policies of the Company and the Bank, as
established by the respective Boards of Directors, attempt to
provide and maintain liquidity, generate a favorable return on
investments without incurring undue interest rate and credit
risk and complement lending activities. The investment policies
generally limit investments to government and federal
agency-backed securities and other non-government guaranteed
securities, including corporate debt obligations, that are
investment grade. The investment policies provide authority to
invest in U.S. Treasury and U.S. Government guaranteed
securities, securities backed by federal agencies such as
Federal National Mortgage Association ("FNMA"), FHLMC and the
Federal Farm Credit Bureau, mortgage-backed securities with
maximum average maturities of 10 years which are backed by
federal agency securities, obligations of state and political
subdivisions with at least an "A" rating, term deposits
purchased through the FHLB and securities issued by mutual funds
which invest in securities consistent with the Company's or
Bank's allocable investments. The policies generally limit
investments in each category to the lesser of $5,000,000 or 50%
of the Company's or Bank's equity. The investment policies
provide that the President is authorized to execute all
transactions within specified limits which are reviewed by the
Board of Directors on a monthly basis. From time to time the
Board of Directors may authorize the President to exceed the
policy limitations. The Bank's Asset/Liability Committee
monitors compliance with the Bank's investment policy and
generally meets on a quarterly basis.
At December 31, 1996, the Bank had $3.4 million in investment
securities consisting of $1.0 million invested in U.S. Treasury
securities, $2.0 million invested in Federal agency securities
and $400,000 invested in local municipal securities.
<PAGE 28>
The following table sets forth certain information regarding
the carrying and market value of the Company's and the Bank's
short-term investments and securities at the dates indicated.
<PAGE 29>
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Dec 31, 1996 Sep 30, 1995 Sep 30, 1994
-------------------------------------------------------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
-------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Federated Liquid Cash Fund $10,715 $10,715 $16,568 $16,568 $ 5,000 $ 5,000
===================================================================
FHLB term deposits $ 2,000 $ 2,000 -- -- $ 2,000 $ 2,000
===================================================================
Securities:
Held to maturity:
U.S. Government obligations $ 3,000 $ 2,994 $ 992 $ 992 $ 1,995 $ 1,992
Obligations of states and
political subdivisions 400 402 400 403 -- --
-------------------------------------------------------------------
Total held to maturity 3,400 3,396 1,392 1,395 1,995 1,992
-------------------------------------------------------------------
Available for sale:
Adjustable rate mortgage-
backed security funds -- -- 6,000 5,835 6,000 5,786
-------------------------------------------------------------------
Total available for sale -- -- 6,000 5,835 6,000 5,786
-------------------------------------------------------------------
Total $ 3,400 $ 3,396 $ 7,392 $ 7,230 $ 7,995 $ 7,778
===================================================================
</TABLE>
<PAGE 30>
<TABLE>
The table below sets forth certain information regarding the carrying value, weighted average
yields and contractual maturities of the Company's and the Bank's short-term investments and
securities as of December 31, 1996.
<CAPTION>
At December 31, 1996
------------------------------------------------------------------------------------------------------
More than One More than Five More than Ten
One Year or Less Year to Five Years Years to Ten Years Years Total
------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted Weighted Weighted
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield Value Yield
------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Federated Liquid Cash Fund $ 10,715 7.07% $ -- --% $ -- --% $ -- --% $ 10,715 7.07%
======================================================================================================
FHLB term deposits $ 2,000 5.25% $ -- --% $ -- --% $ -- --% $ 2,000 5.25%
======================================================================================================
Securities:
Held to maturity:
U.S. Government
obligations $ 1,000 6.02% $ 2,000 6.18% $ -- --% $ -- --% $ 3,000 6.13%
Obligations of states
and political
subdivisions 100 4.25 300 4.57 -- -- -- -- 400 4.49
------------------------------------------------------------------------------------------------------
Total securities $ 1,100 5.86% $ 2,300 5.97% $ -- --% $ -- --% $ 3,400 5.93%
======================================================================================================
</TABLE>
<PAGE 31>
Source of Funds
General. Deposits, loan repayments and prepayments, proceeds
from sales of loans, cash flows generated from operations and
FHLB advances are the primary sources of the Bank's funds for
use in lending, investing and for other general purposes.
Deposits. The Bank offers a variety of deposit accounts with
a range of interest rates and terms. For the fiscal year ended
December 31, 1996, average certificates of deposit were $47.2
million and were 55.1% of total average deposits of $85.8
million. Average deposits were $85.6 million in fiscal 1995.
The flow of deposits is influenced significantly by general
economic conditions, changes in money market rates, prevailing
interest rates and competition. The Bank's deposits are
obtained predominately from the areas in which its branch
offices are located. The Bank relies primarily on customer
service and long-standing relationships with customers to
attract and retain these deposits; however, market interest
rates and rates offered by competing financial institutions
significantly affect the Bank's ability to attract and retain
deposits. From time to time, the Bank solicits certificate
accounts in excess of $100,000.
The Bank's current deposit products include savings, demand
deposit, NOW accounts, money market and certificate of deposit
accounts ranging in term from thirty days to eight years.
Included in the Bank's certificate of deposit accounts are
certificates of deposit with balances in excess of $100,000, and
Individual Retirement Accounts ("IRAs").
Deposits are obtained primarily from residents of Champaign
County, Illinois. The Bank seeks to attract deposit accounts by
offering a variety of products, competitive rates and convenient
locations and service hours. The Bank uses traditional methods
of advertising to attract new customers and deposits, including
radio and print media advertising. The Bank does not generally
advertise outside of its market area or utilize the services of
deposit brokers. Management believes that an insignificant
number of deposit accounts are held by nonresidents of the
Bank's primary market area.
The Bank sets interest rates on its deposits on a weekly
basis, based upon a number of factors including: the previous
week's deposit flow; a current survey of a selected group of
competitors' rates for similar products; external data which may
influence interest rates; investment opportunities and loan
demand; and scheduled maturities.
<PAGE 32>
At December 31, 1996, the Bank had $5.3 million in
certificate accounts in amounts of $100,000 or more maturing as
follows:
Weighted
Maturity Period Amount Average Rate
---------------- ------- ------------
Three months or less $ 1,635 5.23%
Over three through six months 1,105 5.44%
Over six months through 12 months 1,531 5.68%
Over 12 months 1,017 6.43%
------------------------------
Total $ 5,288 5.64%
==============================
The following table sets forth the distribution of the Bank's
average deposit accounts for the periods indicated and the
weighted average interest rates on each category presented.
<PAGE 33>
<TABLE>
<CAPTION>
----------------------------- ------------------------------- -----------------------------
December 31, 1996 September 30, 1995 September 30, 1994
----------------------------- ------------------------------- -----------------------------
Percent Percent Percent
of Total Weighted of Total Weighted of Total Weighted
Average Average Average Average Average Average Average Average Average
Balance Deposits Rate Balance Deposits Rate Balance Deposits Rate
------- -------- -------- -------- --------- -------- ------- --------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Money market deposits $ 6,590 7.68% 2.01% $ 8,509 9.94% 1.97% $11,614 12.92% 2.38%
Passbook deposits 15,991 18.64 1.99 18,388 21.47 1.98 19,752 21.98 2.27
NOW and other demand deposits 12,552 14.63 1.73 12,054 14.08 1.72 13,648 15.19 1.75
Non-interest bearing deposits 3,432 4.00 0.00 2,935 3.43 0.00 2,735 3.04 0.00
------- -------- -------- -------- -------- -------- ------- -------- -------
Total 38,565 44.95 1.73% 41,886 48.92 1.77% 47,749 53.13 2.02%
------- -------- ======== -------- -------- ======== ------- -------- =======
Certificates accounts:
Three months or less 337 .39 3.50% 691 .81 3.43% 856 .95 2.97%
Over three through six months 12,364 14.41 5.01 12,453 14.54 4.99 12,137 13.51 3.01
Over six through 12 months 15,935 18.57 5.40 10,922 12.75 4.93 9,770 10.87 3.20
Over one to three years 13,800 16.09 5.51 15,457 18.05 4.66 14,945 16.63 3.69
Over three to five years 3,423 4.00 5.43 3,699 4.31 5.54 3,413 3.80 5.41
Over five to ten years 1,364 1.59 6.95 530 .62 7.32 994 1.11 8.08
------- -------- -------- -------- -------- -------- ------- -------- -------
Total certificates 47,223 55.05 5.35% 43,752 51.08 4.87% 42,115 46.87 3.61%
------- -------- ======== -------- -------- ======== ------- -------- =======
Total average deposits $85,788 100.00% $85,638 100.00% $89,864 100.00%
======= ======== ======== ======== ======= ========
</TABLE>
<PAGE 34>
<TABLE>
The following table presents, by various categories, the amount of certificate accounts
outstanding at the dates indicated and the periods to maturity of the certificate accounts outstanding
at December 31, 1996.
<CAPTION>
Period to Maturity from December 31, 1996
----------------------------------------------------------- At At At
Less than One to Two to Three to Over Four Dec 31, Sep 30, Sep 30,
One Year Two Years Three Years Four Years Years 1996 1995 1994
--------- --------- ----------- ---------- -------- ----- ----- -----
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Certificate accounts:
0 to 4.00% $ 340 $ -- $ -- $ -- $ -- $ 340 $ 2,132 $24,360
4.01% to 5.00% 8,309 797 26 -- 12 9,144 8,715 10,908
5.01% to 6.00% 27,736 8,965 859 687 -- 38,347 28,679 5,173
6.01% to 7.00% 110 7,046 653 1,649 3,176 12,534 2,790 1,060
7.01% to 8.00% 22 42 -- -- 100 164 160 249
8.01% to 9.00% -- -- -- -- -- -- -- 479
Over 9.00% -- -- -- -- -- -- -- --
------- ------- -------- -------- -------- ------- ------- -------
Total $36,517 $16,850 $ 1,538 $ 2,336 $ 3,288 $60,529 $42,476 $42,229
======= ======= ======== ======== ======== ======= ======= =======
</TABLE>
At December 31, 1996, the Bank had no outstanding advances from the FHLB
and had no other borrowings. The Bank may obtain advances from the FHLB
as part of its operating strategy. The maximum amount that the FHLB will
advance to member institutions, including the Bank, fluctuates from time
to time in accordance with the policies of the OTS and the FHLB.
<PAGE 35>
<TABLE>
The following table sets forth certain information regarding the Bank's borrowed funds at or for the
periods ended on the dates indicated:
<CAPTION>
At or for the Fifteen Months At or for the Year
Ended December 31, Ended September 30,
---------------------------- -------------------
1996 1995 1994
---- ---- ----
(in thousands)
<S> <C> <C> <C>
FHLB advances:
Average balance outstanding $ -- $ 827 $2,000
====== ======= =======
Maximum amount outstanding at any
month-end during the period $ -- $2,000 $2,000
====== ======= =======
Balance outstanding at end of period $ -- $ -- $2,000
====== ======= =======
Weighted average interest rate during the
period --% 12.00% 12.00%
====== ======= =======
Weighted average interest rate at end
of period --% --% 12.00%
====== ======= =======
</TABLE>
<PAGE 36>
Subsidiary Activities
The Bank's wholly-owned subsidiary, PASC, is currently
engaged in an agency basis in brokerage services through a
third-party broker dealer, Scout Brokerage Services, Inc. and in
the sale of fixed-rate annuity products, primarily to customers
of the Bank and members of the local community. PASC has also
engaged in joint venture real estate development activities. As
of December 31, 1996, PASC had assets of $308,000 and for the
fifteen months ended December 31, 1996 had a net loss of $9,000.
Competition
The Bank faces significant competition both in making loans
and in attracting deposits. The Bank's competitors are the
financial institutions operating in its primary market area,
many of which are significantly larger and have greater
financial resources than the Bank. The Bank's competition for
loans comes principally from commercial banks, savings and loan
associations, mortgage banking companies, credit unions and
insurance companies. Its most direct competition for deposits
has historically come from savings and loan associations and
commercial banks. As of December 31, 1996, the Bank ranked
fourth in loans and deposits out of the five largest banks and
savings and loans associations located in Champaign-Urbana. The
largest banks do not include branches of two regional banks
located in Champaign-Urbana because loan and deposit information
for those branches was unavailable. At December 31, 1996, the
Bank's market share of loans and deposits was 7.53% and 6.46%,
respectively, among the five institutions combined. In
addition, the Bank faces increasing competition for deposits
from nonbank institutions such as brokerage firms and insurance
companies in such areas as short-term money market funds,
corporate and government securities funds, mutual funds and
annuities. Competition may also increase as a result of the
lifting of restrictions on the interstate operations of
financial institutions.
The Bank serves its market area with a variety of residential
loan products and other retail financial services. Management
considers the Bank's reputation for financial strength and
competitive deposit and loan products as its major competitive
advantage in attracting and retaining customers in its market
area.
Personnel
As of December 31, 1996, the Bank had 51 full-time employees
and 16 part-time employees. The employees are not represented
by a collective bargaining unit, and the Bank considers its
relationship with its employees to be good.
<PAGE 37>
REGULATION AND SUPERVISION
General
The Company, as a savings and loan holding company, is
required to file certain reports with, and otherwise comply with
the rules and regulations of the Office of Thrift Supervision
("OTS") under the Home Owners' Loan Act, as amended (the
"HOLA"). In addition, the activities of savings institutions,
such as the Bank, are governed by the HOLA and the Federal
Deposit Insurance Act ("FDI Act").
The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and
the FDIC, as the deposit insurer. The Bank is a member of the
Federal Home Loan Bank ("FHLB") System and its deposit accounts
are insured up to applicable limits by the Savings Association
Insurance Fund ("SAIF") managed by the FDIC. The Bank must file
reports with the OTS and the FDIC concerning its activities and
financial condition in addition to obtaining regulatory
approvals prior to entering into certain transactions such as
mergers with, or acquisitions of, other savings institutions.
The OTS and/or the FDIC conduct periodic examinations to test
the Bank's safety and soundness and compliance with various
regulatory requirements. This regulation and supervision
establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the
protection of the insurance fund and depositors. The regulatory
structure also gives the regulatory authorities extensive
discretion in connection with their supervisory and enforcement
activities and examination policies, including policies with
respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change
in such regulatory requirements and policies, whether by the
OTS, the FDIC or the Congress, could have a material adverse
impact on the Company, the Bank and their operations. Certain
of the regulatory requirements applicable to the Bank and to the
Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable
to savings institutions and their holding companies set forth in
this Form 10-KSB does not purport to be a complete description of
such statutes and regulations and their effects on the Bank and
the Company.
Holding Company Regulation
The Company is a non-diversified unitary savings and loan
holding company within the meaning of the HOLA. As a unitary
savings and loan holding company, the Company generally is not
restricted under existing laws as to the types of business
activities in which it may engage, provided that the Bank
continues to be a qualified thrift lender ("QTL"). See "Federal
Savings Institution Regulation - QTL Test." Upon any non-
<PAGE 38>
supervisory acquisition by the Company of another savings
institution or savings bank that meets the QTL test and is
deemed to be a savings institution by the OTS, the Company would
become a multiple savings and loan holding company (if the
acquired institution is held as a separate subsidiary) and would
be subject to extensive limitations on the types of business
activities in which it could engage. The HOLA limits the
activities of a multiple savings and loan holding company and
its non-insured institution subsidiaries primarily to activities
permissible for bank holding companies under Section 4(c)(8) of
the Bank Holding Company Act ("BHC Act"), subject to the prior
approval of the OTS, and certain activities authorized by OTS
regulation.
The HOLA prohibits a savings and loan holding company,
directly or indirectly, or through one or more subsidiaries,
from acquiring more than 5% of the voting stock of another
savings institution or holding company thereof, without prior
written approval of the OTS; acquiring or retaining, with
certain exceptions, more than 5% of a non-subsidiary company
engaged in activities other than those permitted by the HOLA; or
acquiring or retaining control of a depository institution that
is not insured by the FDIC. In evaluating applications by
holding companies to acquire savings institutions, the OTS must
consider the financial and managerial resources and future
prospects of the company and institution involved, the effect of
the acquisition on the risk to the insurance funds, the
convenience and needs of the community and competitive factors.
The OTS is prohibited from approving any acquisition that
would result in a multiple savings and loan holding company
controlling savings institutions in more than one state, subject
to two exceptions: (i) the approval of interstate supervisory
acquisitions by savings and loan holding companies and (ii) the
acquisition of a savings institution in another state if the
laws of the state of the target savings institution specifically
permit such acquisitions. The states vary in the extent to
which they permit interstate savings and loan holding company
acquisitions.
Although savings and loan holding companies are not subject
to specific capital requirements or specific restrictions on the
payment of dividends or other capital distributions, HOLA does
prescribe such restrictions on subsidiary savings institutions
as described below. The Bank must notify the OTS 30 days before
declaring any dividend to the Company. In addition, the
financial impact of a holding company on its subsidiary
institution is a matter that is evaluated by the OTS and the
agency has authority to order cessation of activities or
divestiture of subsidiaries deemed to pose a threat to the
safety and soundness of the institution.
<PAGE 39>
Federal Savings Institution Regulation
Capital Requirements. The OTS capital regulations require
savings institutions to meet three minimum capital standards: a
1.5% tangible capital ratio, a 3% leverage (core) capital ratio
and an 8% risk-based capital ratio. In addition, the prompt
corrective action standards discussed below also establish, in
effect, a minimum 2% tangible capital standard, a 4% leverage
(core) capital ratio (3% for institutions receiving the highest
rating on the CAMEL financial institution rating system), and,
together with the risk-based capital standard itself, a 4% Tier
I risk-based capital standard. Core capital is defined as
common stockholders' equity (including retained earnings),
certain non-cumulative perpetual preferred stock and related
surplus, and minority interests in equity accounts of
consolidated subsidiaries less intangibles other than certain
purchased mortgage servicing rights and credit card
relationships. The OTS regulations also require that, in
meeting the tangible, leverage (core) and risk-based capital
standards, institutions must generally deduct investments in and
loans to subsidiaries engaged in activities not permissible for
a national bank.
The risk-based capital standard for savings institutions
requires the maintenance of Tier I (core) and total capital
(which is defined as core capital and supplementary capital) to
risk-weighted assets of 4% and 8%, respectively. In determining
the amount of risk-weighted assets, all assets, including
certain off-balance sheet assets, are multiplied by a
risk-weight factor of 0% to 100%, as assigned by the OTS capital
regulation based on the risks OTS believes are inherent in the
type of asset. The components of Tier I (core) capital are
equivalent to those discussed earlier. The components of
supplementary capital currently include cumulative preferred
stock, long-term perpetual preferred stock, mandatory
convertible securities, subordinated debt and intermediate
preferred stock and the allowance for loan and lease losses
limited to a maximum of 1.25% of risk-weighted assets. Overall,
the amount of supplementary capital included as part of total
capital cannot exceed 100% of core capital.
The OTS regulatory capital requirements also incorporate an
interest rate risk component. Savings institutions with "above
normal" interest rate risk exposure are subject to a deduction
from total capital for purposes of calculating their risk-based
capital requirements. A savings institution's interest rate
risk is measured by the decline in the net portfolio value of
its assets (i.e., the difference between incoming and outgoing
discounted cash flows from assets, liabilities and off-balance
sheet contracts) that would result from a hypothetical 200 basis
point increase or decrease in market interest rates divided by
the estimated economic value of the institution's assets. In
calculating its total capital under the risk-based capital rule,
<PAGE 40>
a savings institution whose measured interest rate risk exposure
exceeds 2% must deduct an amount equal to one-half of the
difference between the institution's measured interest rate risk
and 2%, multiplied by the estimated economic value of the
institution's assets. The Director of the OTS may waive or
defer a savings institution's interest rate risk component on a
case-by-case basis. A savings institution with assets of less
than $300 million and risk-based capital ratios in excess of 12%
is not subject to the interest rate risk component, unless the
OTS determines otherwise. For the present time, the OTS has
deferred implementation of the interest rate risk component. At
December 31, 1996, the Bank met each of its capital
requirements, in each case on a fully phased-in basis and it is
anticipated that the Bank will not be subject to the interest
rate risk component.
The following table presents the Bank's capital position at
December 31, 1996 relative to fully phased-in regulatory
requirements.
Tangible Core Risk Based
Capital Capital Capital
-----------------------------------
(in thousands)
Regulatory capital $ 24,743 $ 24,743 $ 25,112
Minimum capital requirement 1,931 3,862 5,887
-----------------------------------
Regulatory capital excess $ 22,812 $ 20,881 $ 19,225
===================================
Computed capital ratio 19.2% 19.2% 34.1%
Minimum ratio 1.5 3.0 8.0
-----------------------------------
Regulatory capital excess 17.7% 16.2% 26.1%
===================================
Prompt Corrective Regulatory Action. Under the OTS prompt
corrective action regulations, the OTS is required to take
certain supervisory actions against undercapitalized
institutions, the severity of which depends upon the
institution's degree of undercapitalization. Generally, a
savings institution is considered "well capitalized" if its
ratio of total capital to risk-weighted assets is at least 10%,
its ratio of Tier I (core) capital to risk-weighted assets is at
least 6%, its ratio of core capital to total assets is at least
5%, and it is not subject to any order or directive by the OTS
to meet a specific capital level. A savings institution
generally is considered "adequately capitalized" if its ratio of
total capital to risk-weighted assets is at least 8%, its ratio
<PAGE 41>
of Tier I (core) capital to risk-weighted assets is at least 4%,
and its ratio of core capital to total assets is at least 4% (3%
if the institution receives the highest CAMEL rating). A
savings institution that has a ratio of total capital to risk
weighted assets of less than 8%, a ratio of Tier I (core)
capital to risk-weighted assets of less than 4% or a ratio of
core capital to total assets of less than 4% (3% or less for
institutions with the highest examination rating) is considered
to be "undercapitalized." A savings institution that has a
total risk-based capital ratio less than 6%, a Tier 1 capital
ratio of less than 3% or a leverage ratio that is less than 3%
is considered to be "significantly undercapitalized" and a
savings institution that has a tangible capital to assets ratio
equal to or less than 2% is deemed to be "critically
undercapitalized." Subject to a narrow exception, the banking
regulator is required to appoint a receiver or conservator for
an institution that is "critically undercapitalized." The
regulation also provides that a capital restoration plan must be
filed with the OTS within 45 days of the date a savings
institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically
undercapitalized." Compliance with the plan must be guaranteed
by any parent holding company. In addition, numerous mandatory
supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to,
increased monitoring by regulators and restrictions on growth,
capital distributions and expansion. The OTS could also take
any one of a number of discretionary supervisory actions,
including the issuance of a capital directive and the
replacement of senior executive officers and directors.
Insurance of Deposit Accounts. Deposits of the Bank are
presently insured by the SAIF. Both the SAIF and the Bank
Insurance Fund ("BIF"), (the deposit insurance fund that covers
most commercial bank deposits), are statutorily required to be
recapitalized to a 1.25% of insured reserve deposits ratio.
Until recently, members of the SAIF and BIF were paying average
deposit insurance premiums of between 24 and 25 basis points.
The BIF met the required reserve in 1995, whereas the SAIF was
not expected to meet or exceed the required level until 2002 at
the earliest. This situation was primarily due to the statutory
requirement that SAIF members make payments on bonds issued in
the late 1980s by the Financing Corporation ("FICO") to
recapitalize the predecessor to the SAIF.
In view of the BIF's achieving the 1.25% ratio, the FDIC
ultimately adopted a new assessment rate schedule of from 0 to
27 basis points under which 92% of BIF members paid an annual
premium of only $2,000. With respect to SAIF member
<PAGE 42>
institutions, the FDIC adopted a final rule retaining the
previously existing assessment rate schedule applicable to SAIF
member institutions of 23 to 31 basis points. As long as the
premium differential continued, it may have had adverse
consequences for SAIF members, including reduced earnings and an
impaired ability to raise funds in the capital markets. In
addition, SAIF members, such as the Bank were placed at a
substantial competitive disadvantage to BIF members with respect
to pricing of loans and deposits and the ability to achieve
lower operating costs.
On September 30, 1996, the President signed into law the
Deposit Insurance Funds Act of 1996 (the "Funds Act") which,
among other things, imposed a special one-time assessment on
SAIF member institutions, including the Bank, to recapitalize
the SAIF. As required by the Funds Act, the FDIC imposed a
special assessment of 65.7 basis points on SAIF assessable
deposits held as of March 31, 1995, payable November 27, 1996
(the "SAIF Special Assessment"). The SAIF Special Assessment
was recognized by the Bank as an expense in the quarter ended
September 30, 1996 and is generally tax deductible. The SAIF
Special Assessment recorded by the Bank amounted to $572,000 on
a pre-tax basis and $350,000 on an after-tax basis.
The Funds Act also spreads the obligations for payment of the
FICO bonds across all SAIF and BIF members. Beginning on
January 1, 1997, BIF deposits will be assessed for FICO payment
of 1.3 basis points, while SAIF deposits will pay 6.48 basis
points. Full pro rata sharing of the FICO payments between BIF
and SAIF members will occur on the earlier of January 1, 2000 or
the date the BIF and SAIF are merged. The Funds Act specifies
that the BIF and SAIF will be merged on January 1, 1999,
provided no savings associations remain as of that time.
As a result of the Funds Act, the FDIC recently voted to
effectively lower SAIF assessments to 0 to 27 basis points as of
January 1, 1997, a range comparable to that of BIF members.
SAIF members will also continue to make the FICO payments
described above. The FDIC also lowered the SAIF assessment
schedule for the fourth quarter of 1996 to 18 to 27 basis
points. Management cannot predict the level of FDIC insurance
assessments on an on-going basis, whether the savings
association charter will be eliminated or whether the BIF and
SAIF will eventually be merged.
The Bank's assessment rate for fiscal 1996 ranged from 18 to
23 basis points and the premium paid for this period was
$239,000, exclusive of the SAIF Special Assessment. A
significant increase in SAIF insurance premiums would likely
<PAGE 43>
have an adverse effect on the operating expenses and results of
operations of the Bank.
Under the FDI Act, insurance of deposits may be terminated by
the FDIC upon a finding that the institution has engaged in
unsafe or unsound practices, is in an unsafe or unsound
condition to continue operations or has violated any applicable
law, regulation, rule, order or condition imposed by the FDIC or
the OTS. The management of the Bank does not know of any
practice, condition or violation that might lead to termination
of deposit insurance.
Thrift Rechartering Legislation. The Funds Act provides that
the BIF and SAIF will merge on January 1, 1999 if there are no
more savings associations as of that date. That legislation
also requires that the Department of Treasury submit a report to
Congress by March 31, 1997 that makes recommendations regarding
a common financial institutions charter, including whether the
separate charters for thrifts and banks should be abolished.
Various proposals to eliminate the federal thrift charter,
create a uniform financial institutions charter and abolish the
OTS have been introduced in Congress. The bills would require
federal savings institutions to convert to a national bank or
some type of state charter by a specified date (January 1, 1998
in one bill, June 30, 1998 in the other) or they would
automatically become national banks. Converted federal thrifts
would generally be required to conform their activities to those
permitted for the charter selected and divestiture of
nonconforming assets would be required over a two year period,
subject to two possible one year extensions. State chartered
thrifts would become subject to the same federal regulation as
applies to state commercial banks. Holding companies for
savings institutions would become subject to the same regulation
as holding companies that control commercial banks, with a
limited grandfather provision for unitary savings and loan
holding company activities. The Bank is unable to predict
whether such legislation would be enacted, the extent to which
the legislation would restrict or disrupt its operations or
whether the BIF and SAIF funds will eventually merge.
Loans to One Borrower. Under the HOLA, savings institutions
are generally subject to the limits on loans to one borrower
applicable to national banks. Generally, savings institutions
may not make a loan or extend credit to a single or related
group of borrowers in excess of 15% of its unimpaired capital
and surplus. An additional amount may be lent, equal to 10% of
unimpaired capital and surplus, if such loan is secured by
readily-marketable collateral, which is defined to include
<PAGE 44>
certain financial instruments and bullion. At December 31,
1996, the Bank's limit on loans to one borrower was $3.7
million. At December 31, 1996, the Bank's largest aggregate
outstanding balance of loans to one borrower was $2.4 million.
QTL Test. The HOLA requires savings institutions to meet a
QTL test. Under the QTL test, a savings and loan association is
required to maintain at least 65% of its "portfolio assets"
(total assets less: (i) specified liquid assets up to 20% of
total assets; (ii) intangibles, including goodwill; and (iii)
the value of property used to conduct business) in certain
"qualified thrift investments" (primarily residential mortgages
and related investments, including certain mortgage-backed
securities) in at least 9 months out of each 12 month period.
A savings institution that fails the QTL test is subject to
certain operating restrictions and may be required to convert to
a bank charter. As of December 31, 1996, the Bank maintained
80.4% of its portfolio assets in qualified thrift investments
and, therefore, met the QTL test.
Limitation on Capital Distributions. OTS regulations impose
limitations upon all capital distributions by savings
institutions, such as cash dividends, payments to repurchase or
otherwise acquire its shares, payments to shareholders of
another institution in a cash-out merger and other distributions
charged against capital. The rule establishes three tiers of
institutions, which are based primarily on an institution's
capital level. An institution that exceeds all fully phased-in
capital requirements before and after a proposed capital
distribution ("Tier 1 Bank") and has not been advised by the OTS
that it is in need of more than normal supervision, could, after
prior notice but without obtaining approval of the OTS, make
capital distributions during a calendar year equal to the
greater of (i) 100% of its net earnings to date during the
calendar year plus the amount that would reduce by one-half its
"surplus capital ratio" (the excess capital over its fully
phased-in capital requirements) at the beginning of the calendar
year or (ii) 75% of its net income for the previous four
quarters. Any additional capital distributions would require
prior regulatory approval. In the event the Bank's capital fell
below its regulatory requirements or the OTS notified it that it
was in need of more than normal supervision, the Bank's ability
to make capital distributions could be restricted. In addition,
the OTS could prohibit a proposed capital distribution by any
institution, which would otherwise be permitted by the
regulation, if the OTS determines that such distribution would
constitute an unsafe or unsound practice. In December 1994, the
OTS proposed amendments to its capital distribution regulation
that would generally authorize the payment of capital
<PAGE 45>
distributions without OTS approval provided that the payment
does not cause the institution to be undercapitalized within the
meaning of the prompt corrective action regulation. However,
institutions in a holding company structure would still have a
prior notice requirement. At December 31, 1996, the Bank was a
Tier 1 Bank.
Liquidity. The Bank is required to maintain an average daily
balance of specified liquid assets equal to a monthly average of
not less than a specified percentage of its net withdrawable
deposit accounts plus short-term borrowings. This liquidity
requirement is currently 5% but may be changed from time to time
by the OTS to any amount within the range of 4% to 10% depending
upon economic conditions and the savings flows of member
institutions. OTS regulations also require each member savings
institution to maintain an average daily balance of short-term
liquid assets at a specified percentage (currently 1%) of the
total of its net withdrawable deposit accounts and borrowings
payable in one year or less. Monetary penalties may be imposed
for failure to meet these liquidity requirements. The Bank's
liquidity and short-term liquidity ratios for December 31, 1996
were 29.19% and 23.33%, respectively, which exceeded the
applicable requirements. The Bank has never been subject to
monetary penalties for failure to meet its liquidity
requirements.
Assessments. Savings institutions are required to pay
assessments to the OTS to fund the agency's operations. The
general assessments, paid on a semi-annual basis, are computed
upon the savings institution's total assets, including
consolidated subsidiaries, as reported in the Bank's latest
quarterly thrift financial report. The assessments paid by the
Bank for the fiscal year ended December 31, 1996 totaled
$43,000.
Branching. OTS regulations permit nationwide branching by
federally chartered savings institutions to the extent allowed
by federal statute. This permits federal savings institutions
to establish interstate networks and to geographically diversify
their loan portfolios and lines of business. The OTS authority
preempts any state law purporting to regulate branching by
federal savings institutions.
Transactions with Related Parties. The Bank's authority to
engage in transactions with related parties or "affiliates"
(e.g., any company that controls or is under common control with
an institution, including the Company and its non-savings
institution subsidiaries) is limited by Sections 23A and 23B of
<PAGE 46>
the Federal Reserve Act ("FRA"). Section 23A limits the
aggregate amount of covered transactions with any individual
affiliate to 10% of the capital and surplus of the savings
institution. The aggregate amount of covered transactions with
all affiliates is limited to 20% of the savings institution's
capital and surplus. Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type
described in Section 23A and the purchase of low quality assets
from affiliates is generally prohibited. Section 23B generally
provides that certain transactions with affiliates, including
loans and asset purchases, must be on terms and under
circumstances, including credit standards, that are
substantially the same or at least as favorable to the
institution as those prevailing at the time for comparable
transactions with non-affiliated companies. In addition,
savings institutions are prohibited from lending to any
affiliate that is engaged in activities that are not permissible
for bank holding companies and no savings institution may
purchase the securities of any affiliate other than a
subsidiary.
The Bank's authority to extend credit to executive officers,
directors and 10% shareholders ("insiders"), as well as entities
such persons control, is governed by Sections 22(g) and 22(h) of
the FRA and Regulation O thereunder. Among other things, such
loans are required to be made on terms substantially the same as
those offered to unaffiliated individuals and to not involve
more than the normal risk of repayment. Recent legislation
created an exception for loans made pursuant to a benefit or
compensation program that is widely available to all employees
of the institution and does not give preference to insiders over
other employees. Regulation O also places individual and
aggregate limits on the amount of loans the Bank may make to
insiders based, in part, on the Bank's capital position and
requires certain board approval procedures to be followed.
Enforcement. Under the FDI Act, the OTS has primary
enforcement responsibility over savings institutions and has the
authority to bring actions against the institution and all
institution-affiliated parties, including stockholders, and any
attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an
adverse effect on an insured institution. Formal enforcement
action may range from the issuance of a capital directive or
cease and desist order to removal of officers and/or directors
to institution of receivership, conservatorship or termination
of deposit insurance. Civil penalties cover a wide range of
violations and can amount to $25,000 per day, or even $1 million
per day in especially egregious cases. Under the FDI Act, the
<PAGE 47>
FDIC has the authority to recommend to the Director of the OTS
enforcement action to be taken with respect to a particular
savings institution. If action is not taken by the Director,
the FDIC has authority to take such action under certain
circumstances. Federal law also establishes criminal penalties
for certain violations.
Standards for Safety and Soundness. The federal banking
agencies have adopted Interagency Guidelines Prescribing
Standards for Safety and Soundness ("Guidelines") and a final
rule to implement safety and soundness standards required under
the FDI Act. The Guidelines set forth the safety and soundness
standards that the federal banking agencies use to identify and
address problems at insured depository institutions before
capital becomes impaired. The standards set forth in the
Guidelines address internal controls and information systems;
internal audit system; credit underwriting; loan documentation;
interest rate risk exposure; asset growth; asset quality;
earnings; and compensation, fees and benefits. If the
appropriate federal banking agency determines that an
institution fails to meet any standard prescribed by the
Guidelines, the agency may require the institution to submit to
the agency an acceptable plan to achieve compliance with the
standard, as required by the FDI Act. The final rule
establishes deadlines for the submission and review of such
safety and soundness compliance plans when such plans are
required.
Federal Reserve System
The Federal Reserve Board regulations require savings
institutions to maintain non-interest earning reserves against
their transaction accounts (primarily NOW and regular checking
accounts). The Federal Reserve Board regulations generally
require that reserves be maintained against aggregate
transaction accounts as follows: for accounts aggregating $49.3
million or less (subject to adjustment by the Federal Reserve
Board) the reserve requirement is 3%; and for accounts
aggregating greater than $49.30 million, the reserve requirement
is $1.48 million plus 10% (subject to adjustment by the Federal
Reserve Board between 8% and 14%) against that portion of total
transaction accounts in excess of $49.3 million. The first $4.4
million of otherwise reservable balances (subject to adjustments
by the Federal Reserve Board) are exempted from the reserve
requirements. The Bank is in compliance with the foregoing
requirements. The balances maintained to meet the reserve
requirements imposed by the Federal Reserve Board may be used to
satisfy liquidity requirements imposed by the OTS.
<PAGE 48>
FEDERAL AND STATE TAXATION
Federal Taxation
General. The Company and the Bank report their income on a
consolidated basis using the accrual method of accounting, and
are subject to federal income taxation in the same manner as
other corporations with some exceptions, including particularly
the Bank's reserve for bad debts discussed below. The following
discussion of tax matters is intended only as a summary and does
not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company. Neither the Company or
the Bank have been audited by the IRS during the last five
years. For the 1996 taxable year, the Company and the Bank are
subject to a maximum federal income tax rate of 39%.
Bad Debt Reserves. For fiscal years beginning prior to
December 31, 1995, thrift institutions which qualified under
certain definitional tests and other conditions of the Internal
Revenue Code of 1986 (the "Code") were permitted to use certain
favorable provisions to calculate their deductions from taxable
income for annual additions to their bad debt reserve. A
reserve could be established for bad debts on qualifying real
property loans (generally secured by interests in real property
improved or to be improved) under (i) the Percentage of Taxable
Income Method (the "PTI Method") or (ii) the Experience Method.
The reserve for nonqualifying loans was computed using the
Experience Method.
The Small Business Job Protection Act of 1996 (the "1996
Act"), which was enacted on August 20, 1996, requires savings
institutions to recapture (i.e., take into income) certain
portions of their accumulated bad debt reserves. The 1996 Act
repeals the reserve method of accounting for bad debts effective
for tax years beginning after 1995. Thrift institutions that
would be treated as small banks are allowed to utilize the
Experience Method applicable to such institutions, while thrift
institutions that are treated as large banks (those generally
exceeding $500 million in assets) are required to use only the
specific charge-off method. Thus, the PTI Method of accounting
for bad debts is no longer available for any financial
institution.
A thrift institution required to change its method of
computing reserves for bad debts will treat such change as a
change in method of accounting, initiated by the taxpayer, and
having been made with the consent of the IRS. Any Section
481(a) adjustment required to be taken into income with respect
<PAGE 49>
to such change generally will be taken into income ratably over
a six-taxable year period, beginning with the first taxable year
beginning after 1995, subject to the residential loan
requirement.
Under the residential loan requirement provision, the
recapture required by the 1996 Act will be suspended for each of
two successive taxable years, beginning with the Bank's current
taxable year, in which the Bank originates a minimum of certain
residential loans based upon the average of the principal
amounts of such loans made by the Bank during its six taxable
years preceding its current taxable year.
Under the 1996 Act, for its current and future taxable years,
the Bank is permitted to make additions to its tax bad debt
reserves. In addition, the Bank is required to recapture
(i.e.,take into income) over a six year period the excess of the
balance of its tax bad debt reserves as of December 31, 1995,
other than its supplemental reserve for losses on loans, over
the balance of such reserves as of September 30, 1988. As a
result of such recapture, the Bank will incur an additional tax
liability of approximately $125,000 which is generally expected
to be taken into income beginning in 1998 over a six year
period.
Distributions. Under the 1996 Act, if the Bank makes "non-
dividend distributions" to the Company, such distributions will
be considered to have been made from the Bank's unrecaptured tax
bad debt reserves (including the balance of its reserves as of
December 31, 1987) to the extent thereof, and then from the
Bank's supplemental reserve for losses on loans, to the extent
thereof, and an amount based on the amount distributed (but not
in excess of the amount of such reserves) will be included in
the Bank's income. Non-dividend distributions include
distributions in excess of the Bank's current and accumulated
earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and
distributions in partial or complete liquidation. Dividends
paid out of the Bank's current or accumulated earnings and
profits will not be so included in the Bank's income.
The amount of additional taxable income triggered by a non-
dividend is an amount that, when reduced by the tax attributable
to the income, is equal to the amount of the distribution.
Thus, if the Bank makes a non-dividend distribution to the
Company, approximately one and one-half times the amount of such
distribution (but not in excess of the amount of such reserves)
would be includable in income for federal income tax purposes,
assuming a 35% federal corporate income tax rate. The Bank does
<PAGE 50>
not intend to pay dividends that would result in a recapture of
any portion of its bad debt reserves.
SAIF Recapitalization Assessment. The Funds Act levied a
65.7-cent fee on every $100 of thrift deposits held on March 31,
1995. For financial statement purposes, this assessment was
reported as an expense for the quarter ended September 30, 1996.
The Funds Act includes a provision which states that the amount
of any special assessment paid to capitalize SAIF under this
legislation is deductible under Section 162 of the Code in the
year of payment.
State and Local Taxation
State of Illinois. The Company files a consolidated Illinois
income tax return. For Illinois income tax purposes, the
Company is taxed at an effective rate equal to 7.2% of Illinois
Taxable Income. For these purposes, "Illinois Taxable Income"
generally means federal taxable income, subject to certain
adjustments (including the addition of interest income on state
and municipal obligations and the exclusion of interest income
on United States Treasury obligations). The exclusion of income
on United State Treasury obligations has the effect of reducing
the Illinois taxable income of the Bank.
Delaware Taxation. As a Delaware holding company not earning
income in Delaware, the Company is exempted from Delaware
corporation income tax but is required to file an annual report
with and pay an annual franchise tax to the State of Delaware.
Impact of New Accounting Standards
Mortgage Servicing Rights. During 1995, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 122,
Accounting for Mortgage Servicing Rights. SFAS No. 122 pertains
to mortgage banking enterprises and financial institutions that
conduct operations that are substantially similar to the primary
operations of mortgage banking enterprises. SFAS No. 122
eliminates the accounting distinction between mortgage servicing
rights that are acquired through loan origination activities and
those acquired through purchase transactions. Under SFAS No.
122, if a mortgage banking enterprise sells or securitizes loans
and retains the mortgage servicing rights, the enterprise must
allocate the total cost of the mortgage loans to the mortgage
servicing rights and the loans (without the rights) based on
their relative fair values if it is practicable to estimate
those fair values. If it is not practicable, the entire cost
should be allocated to the mortgage loans and no cost should be
<PAGE 51>
allocated to the mortgage servicing rights. An entity would
measure impairment of mortgage servicing rights and loans based
on the excess of the carrying amount of the mortgage servicing
rights portfolio over the fair value of that portfolio.
SFAS No. 122 is to be applied prospectively in fiscal years
beginning after December 15, 1995, to transactions in which an
entity acquires mortgage servicing right and to impairment
evaluations of all capitalized mortgage servicing rights. The
adoption of SFAS No. 122 had no material impact in 1996 on the
Company's financial condition and results of operations.
Stock-Based Compensation. The FASB has issued No. SFAS 123,
Accounting for Stock-Based Compensation. SFAS No. 123
establishes a fair value based method of accounting for
stock-based compensation plans. The FASB encourages all
entities to adopt this method of accounting for all arrangements
under which employees receive shares of stock or other equity
instruments of the employer, or the employer incurs liabilities
to employees in amounts based on the price of its stock.
Due to the extremely controversial nature of this project,
SFAS No. 123 permits a company to continue the accounting for
stock-based compensation prescribed in Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees.
If a company elects that option, pro forma disclosures of net
income (and EPS, if presented) are required in the notes to the
financial statements as if the provisions of SFAS No. 123 had
been used to measure stock-based compensation. The disclosure
requirements of Opinion No. 25 have been superseded by the
disclosure requirements of this Statement. Once an entity
adopts the fair value based method for accounting for these
transactions, that election cannot be reversed.
Equity instruments granted or otherwise transferred directly
to an employee by a principal stockholder are stock-based
employee compensation to be accounted for in accordance with
either Opinion 25 or SFAS No. 123 unless the transfer clearly is
for a purpose other than compensation. The accounting
requirements of SFAS No. 123 became effective for transactions
entered into in fiscal years beginning after December 15, 1995,
and the disclosure requirements became effective for financial
statements for fiscal years beginning after December 15, 1995.
Pro forma disclosures required for entities that elect to
continue to measure compensation cost using Opinion 25 must
include the effect of all awards granted in fiscal years
beginning after December 15, 1994. During the initial phase-in
period, the effects of applying this Statement are not likely to
<PAGE 52>
be representative of the effects on reported net income for
future years because options vest over several years and
additional awards generally are made each year.
Although the Company has elected to follow APB No. 25, SFAS
No. 123 requires pro forma disclosures of net income and
earnings per share as if the Company had accounted for its stock
options under SFAS No. 123. These disclosures are included in
the notes to the financial statements.
Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. SFAS No. 125, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, supersedes SFAS No. 122 and, except as amended
by SFAS No. 127, will be effective for all transfers and
servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996. SFAS No. 125 provides
accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that
focuses on control. It distinguishes transfers of financial
assets that are sales from transfers that are secured
borrowings. Under the financial-components approach, after a
transfer of financial assets, an entity recognizes all financial
assets it no longer controls and liabilities that have been
extinguished. The financial-components approach focuses on the
assets and liabilities that exist after the transfer. Many of
these assets and liabilities are components of financial assets
that existed prior to the transfer. If a transfer does not meet
the criteria for a sale, the transfer is accounted for as a
secured borrowing with a pledge of collateral.
The FASB was made aware that the volume of certain
transactions and the related changes to information systems and
accounting processes that are necessary to comply with the
requirements of SFAS No. 125 would make it extremely difficult,
if not impossible, for some affected enterprises to apply the
transfer and collateral provisions of SFAS No. 125 to those
transactions as soon as January 1, 1997. As a result, SFAS No.
127 defers for one year the effective date for specified
transactions.
Management does not anticipate that the adoption of this
Statement will have a material impact on the earnings or the
financial statements of the Company.
<PAGE 53>
Item 2. Description of Property.
The Bank conducts its business through an administrative
office located in Champaign and two branch offices. The Company
believes that the Bank's current facilities are adequate to meet
the present and immediately foreseeable needs of the Bank and
the Company. The following table sets forth certain information
relating to the Bank's administrative and branch offices.
<PAGE 54>
<TABLE>
<CAPTION>
Net Book Value
of Property or
Original Leasehold
Leased Date Improvements at
or Leased or Date of Lease December 31,
Location Owned Acquired Expiration 1996
------- --------- ------------- --------------
<S> <C> <C> <C> <C>
Administrative and Branch Office:
1311 South Neil Street
Champaign, Illinois owned 04/12/93 -- $ 5,306,000
Branch Offices:
1912 West Springfield (1)
Champaign, Illinois leased 12/01/79 12/01/04 258,000
301 West Springfield
Urbana, Illinois owned 01/27/80 -- 822,000
-----------
Total $ 6,386,000
===========
</TABLE>
- ---------------
(1) The Bank has the option to extend the lease term for four
consecutive ten-year periods.
<PAGE 55>
The Bank presently owns electronic data processing equipment,
consisting of personal computers and printers, with an
approximate net book value of $183,000. In December 1996, the
Company purchased item processing equipment totaling $151,000
that was not placed in service until January, 1997. The Bank
does not provide data processing services for other financial
institutions and out sources most of its own data processing to
a local service bureau. Beginning in January, 1997, the Bank
began to process all checks and other items internally.
Previously, the Bank used another local financial institution to
process checks.
Item 3. Legal Proceedings.
The Bank is not involved in any pending legal proceedings
other than routine legal proceedings occurring in the ordinary
course of business. Such routine legal proceedings in the
aggregate are believed by management to be immaterial to the
Company's and the Bank's financial condition or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders.
During the quarter ended December 31, 1996, no matters were
submitted to a vote of security holders through a solicitation
of proxies or otherwise.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
Information relating to the market for Registrant's common
stock and related stockholder matters appears under "Shareholder
Information" in the 1996 Annual Report to Stockholders on pages
68 through 69 and is incorporated herein by reference.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The above captioned information appears under the caption
"Management's Discussion and Analysis or Plan of Operation" in
the 1996 Annual Report to Stockholders on pages 46 to 68 and is
incorporated herein by reference.
<PAGE 56>
Item 7. Financial Statements
The Consolidated Financial Statements of Great American
Bancorp, Inc. and its subsidiary as of December 31, 1996 and
September 30 1995, together with the report of Geo. S. Olive &
Co. LLC appears in the 1996 Annual Report to Stockholders on
pages 12 to 45 and is incorporated herein by reference.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
The information relating to directors and executive officers
of the Registrant is incorporated herein by reference to the
Registrant's Proxy Statement for the Annual Meeting of Stock
holders to be held on April 29, 1997 at pages 5 through 7, which
will be filed within 120 days of the Registrant's fiscal year
end.
Item 10. Executive Compensation
The information relating to executive and director compensa
tion is incorporated herein by reference to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders to be
held on April 29, 1997 at pages 8 through 11, which will be
filed within 120 days of the Registrant's fiscal year end.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The information relating to security ownership of certain
beneficial owners and management is incorporated herein by ref
erence to the Registrant's Proxy Statement for the Annual Meet
ing of Stockholders to be held on April 29, 1997 at pages 3
through 4, which will be filed within 120 days of the Regis
trant's fiscal year end.
<PAGE 57>
Item 12. Certain Relationships and Related Transactions
The information relating to certain relationships and related
transactions is incorporated herein by reference to the Regis
trant's Proxy Statement for the Annual Meeting of Stockholders
to be held on April 29, 1997 at page 11, which will be filed
within 120 days of the Registrant's fiscal year end.
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this
report:
(1) Financial Statements
Consolidated Financial Statements of the Company are in
corporated by reference to the following indicated pages
of the 1996 Annual Report to Stockholders.
Independent Auditor's Report . . . . . . . . . . . . . . . . . . 12
Consolidated Balance Sheet as of
December 31, 1996 and September 30, 1995. . . . . . . . . . .13-14
Consolidated Statement of Income for the fifteen
months ended December 31, 1996 and the year ended
September 30, 1995. . . . . . . . . . . . . . . . . . . . . .15-17
Consolidated Statement of Stockholders' Equity for
the fifteen months ended December 31, 1996 and
September 30, 1995. . . . . . . . . . . . . . . . . . . . . .18-19
Consolidated Statement of Cash Flows for the fifteen
months ended December 31, 1996 and the year ended
September 30, 1995. . . . . . . . . . . . . . . . . . . . . .20-21
Notes to Consolidated Financial Statements . . . . . . . . . .22-45
The remaining information appearing in the 1996 Annual
Report to Stockholders is not deemed to be filed as part
of this report, except as expressly provided herein.
(2) Schedules
All schedules are omitted because they are not required or
applicable, or the required information is shown in the
consolidated financial statements or the notes thereto.
<PAGE 58>
(3) Exhibits
The following exhibits are filed as part of this report:
3.1 Certificate of incorporation of Great American
Bancorp, Inc.*
3.2 Bylaws of Great American Bancorp, Inc.*
4.0 Stock Certificate of Great American Bancorp, Inc.*
10.1 First Federal Savings Bank of Champaign-Urbana
Employee Stock Ownership Plan*
10.2 Form of Employment Agreement between First Federal
Savings Bank of Champaign-Urbana and George R.
Rouse*
10.3 Form of Employment Agreement between Great American
Bancorp, Inc. and George R. Rouse*
10.4 Form of Change of Control Agreements between First
Federal Savings Bank of Champaign-Urbana and Jane F.
Adams, Dale Pelg and Melinda Waller.*
10.5 Great American Bancorp, Inc. 1995 Incentive Plan**
10.6 Great American Bancorp, Inc. 1995 Incentive Plan
(as amended and restated as of January 13, 1997)
(filed herewith)
11.0 Computation of earnings per share (filed herewith)
13.0 1996 Annual Report to Stockholders (only portions
incorporated by reference filed herewith)
21.0 Subsidiary information is incorporated herein by
reference to "Part I - Subsidiaries"
27.0 Financial Data Schedule
___________________
* Incorporated herein by reference into this document
from the Exhibits to Form S-1, Registration
Statement, as amended, filed on March 24, 1995,
Registration No. 33-90614.
** Incorporated herein by reference into this document
from the Registrant's Proxy Statement for the Annual
Meeting of Stockholders held on February 14, 1996
which was filed on January 11, 1996 at Exhibit A.
(b) Reports on Form 8-K
The Registrant filed a Report on Form 8-K on December 10,
1996. The Report on Form 8-K incorporated by reference a press
release dated December 10, 1996 which announced that the Company
had received regulatory clearance to purchase up to 5% or 92,630
of its outstanding common stock.
<PAGE 59>
SIGNATURES
Pursuant to the requirements of Section 13 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.
GREAT AMERICAN BANCORP, INC.
Date: March 26, 1997 By: /s/ George R. Rouse
----------------------- -------------------------
George R. Rouse
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities and on the dates indicated.
Date: March 26, 1997 By: /s/ George R. Rouse
----------------------- -------------------------
George R. Rouse
President, Chief Executive
Officer and Director
Date: March 27, 1997 By: /s/ Morgan C. Powell
----------------------- -------------------------
Morgan C. Powell
Chairman of the Board
of Directors
Date: March 27, 1997 By: /s/ James Acheson
----------------------- -------------------------
James Acheson, Director
Date: March 27, 1997 By: /s/ Clinton C. Atkins
----------------------- -------------------------
Clinton C. Atkins, Director
Date: March 27, 1997 By: /s/ Ronald Kiddoo
----------------------- -------------------------
Ronald Kiddoo, Director
Date: March 26, 1997 By: /s/ Jane F. Adams
----------------------- -------------------------
Jane F. Adams
Chief Financial Officer,
Secretary and Treasurer
(Principal Senior Accounting
and Financial Officer)
<PAGE 60>
Exhibit 10.6
GREAT AMERICAN BANCORP, INC.
1995 INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 13, 1997)
1. DEFINITIONS.
(a) "Affiliate" means (i) a member of a controlled group
of corporations of which the Holding Company is a member or (ii)
an unincorporated trade or business which is under common
control with the Holding Company as determined in accordance
with Section 414(c) of the Internal Revenue Code of 1986, as
amended, (the "Code") and the regulations issued thereunder. For
purposes hereof, a "controlled group of corporations" shall mean
a controlled group of corporations as defined in Section 1563(a)
of the Code determined without regard to Section 1563(a)(4) and
(e)(3)(C).
(b) "Alternate Option Payment Mechanism" refers to one of
several methods available to a Participant to fund the exercise
of a stock option set out in Section 14. These mechanisms
include: broker assisted cashless exercise and stock for stock
exchange.
(c) "Award" means a grant of one or some combination of
one or more Non-statutory Stock Options, Incentive Stock
Options, option related rights and Stock Awards under the
provisions of this Plan.
(d) "Bank" means First Federal Savings Bank of Champaign-
Urbana.
(e) "Board of Directors" or "Board" means the board of
directors of the Holding Company.
(f) "Change in Control" means a change in control of the
Bank or Holding Company of a nature that; (i) would be required
to be reported in response to Item 1 of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); or (ii) results in a Change in Control
within the meaning of the Home Owners' Loan Act of 1933, as
amended ("HOLA") and the Rules and Regulations promulgated by
the Office of Thrift Supervision ("OTS") (or its predecessor
agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under
such rules and regulations the Board shall substitute its
judgment for that of the OTS); or (iii) without limitation such
a Change in Control shall be deemed to have occurred at such
time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Bank or the Holding
Company representing 20% or more of the Bank's or the Holding
Company's outstanding securities except for any securities of
the Bank purchased by the Holding Company and any securities
purchased by any tax qualified employee benefit plan of the
Bank; or (B) individuals who constitute the Board on the date
hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination
for election by the Holding Company's stockholders was approved
by the same Nominating Committee serving under an Incumbent
Board, shall be, for purposes of this clause (B), considered as
though he were a member of the Incumbent Board; or (C) a plan
of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company
or similar transaction occurs in which the Bank or Holding
Company is not the resulting entity; or (D) a solicitation of
shareholders of the Holding Company, by someone other than the
current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of
the Holding Company or Bank or similar transaction with one or
more corporations, as a result of which the outstanding shares
of the class of securities then subject to the plan are
exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company; or (E) a tender
offer is made for 20% or more of the voting securities of the
Bank or the Holding Company.
(g) "Code" means the Internal Revenue Code of 1986, as
amended.
(h) "Committee" means a committee consisting of at least
two members of the Board of Directors who are defined as Non-
Employee Directors as such term is defined under Rule 16b-
3(b)(3)(i) under the Exchange Act as promulgated by the
Securities and Exchange Commission.
(i) "Common Stock" means the Common Stock of the Holding
Company, par value, $.01 per share or any stock exchanged for
shares of Common Stock pursuant to Section 17 hereof.
(j) "Date of Grant" means the effective date of an Award.
(k) "Disability" means the permanent and total inability
by reason of mental or physical infirmity, or both, of a
Participant to perform the work customarily assigned to him.
Additionally, a medical doctor selected or approved by the Board
of Directors must advise the Committee that it is either not
possible to determine when such Disability will terminate or
that it appears probable that such Disability will be permanent
during the remainder of said Participant's lifetime.
(l) "Dividend Equivalent Rights" means the right to
receive an amount of cash based upon the terms set forth in
Section 10.
(m) "Effective Date" means February 14, 1996, the
effective date of the Plan.
(n) "Employee" means any person who is currently employed
by the Holding Company or an Affiliate, including officers, but
such term shall not include Outside Directors.
(o) "Employee Participant" means an Employee who holds an
outstanding Award under the terms of the Plan.
(p) "Exercise Price" means the purchase price per share of
Common Stock deliverable upon the exercise of each Option in
order for the option to be exchanged for shares of Common Stock.
(q) "Fair Market Value" means, when used in connection
with the Common Stock on a certain date, the average of the high
and low bid prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or the New York Stock Exchange ("NYSE") (as
published by the Wall Street Journal, if published) on such date
or if the Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded thereon or
the last previous date on which a sale is reported. If the
Common Stock is not reported on the NASDAQ or the NYSE, the Fair
Market Value of the Common Stock is the value so determined by
the Board in good faith.
(r) "Holding Company" means Great American Bancorp, Inc.
(s) "Incentive Stock Option" means an Option granted by
the Committee to a Participant, which Option is designated by
the Committee as an Incentive Stock Option pursuant to Section
7.
(t) "Limited Right" means the right to receive an amount
of cash based upon the terms set forth in Section 8.
(u) "Non-statutory Stock Option" means an Option granted
by the Committee to a Participant pursuant to Section 6, which
is not designated by the Committee as an Incentive Stock Option
or which is redesignated by the Committee under Section 7 as a
Non-Statutory Stock Option.
(v) "Option" means the right to buy a fixed amount of
Common Stock at the Exercise Price within a limited period of
time designated as the term of the option as granted under
Section 6 or 7 of the Plan.
(w) "Outside Director Participant" means an Outside
Director who holds an outstanding Award under the terms of the
Plan
(x) "Outside Director" means a member of the Board of
Directors of the Holding Company or its Affiliates, who is not
also an Employee.
(y) "Participant" means collectively an Employee
Participant and/or Outside Director Participant who holds an
outstanding Award under the terms of the Plan.
(z) "Plan" means the Amended and Restated Great American
Bancorp, Inc. 1995 Incentive Plan.
(aa) "Retirement" with respect to a Participant means
termination of employment which constitutes retirement under any
tax qualified plan maintained by the Bank. However,
"Retirement" will not be deemed to have occurred for purposes of
this Plan if a Participant continues to serve on the Board of
Directors of the Holding Company or its Affiliates even if such
Participant is receiving retirement benefits under any
retirement plan of the Holding Company or its Affiliates. With
respect to an Outside Director, "Retirement" means the
termination of service from the Board of Directors of the
Holding Company or its Affiliates following written notice to
the Board as a whole of such Outside Director's intention to
retire or retirement as determined by the Holding Company (or
Affiliate's) bylaws, or by reaching age 65, except that an
Outside Director shall not be deemed to have retired for
purposes of the Plan in the event he continues to serve as a
consultant to the Board or as an advisory director.
(bb) "Stock Awards" are Awards of Common Stock which may
vest immediately or over a period of time. Vesting of Stock
Awards under Section 9 of this Plan may be contingent upon the
occurrence of specified events or the attainment of specified
performance goals.
(cc) "Termination for Cause" shall mean termination
because of a material loss to the Holding Company or one of its
subsidiaries caused by the Participant's intentional failure to
perform stated duties, personal dishonesty, willful violation of
any law, rule, regulation, (other than traffic violations or
similar offenses) or final cease and desist order. No act, or
the failure to act, on Participant's part shall be "willful"
unless done, or omitted to be done, not in good faith and
without reasonable belief that the action or omission was in the
best interest of the Holding Company or its subsidiaries.
(dd) "Trust" means a trust established by the Board in
connection with this Plan to hold Plan assets for the purposes
set forth herein.
(ee) "Trustee" means that person or persons and entity or
entities approved by the Board to hold legal title to any of the
Trust assets for the purposes set forth herein.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. The
Committee is authorized, subject to the provisions of the Plan,
to establish such rules and regulations as it deems necessary
for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan
it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and
conclusive on all Participants in the Plan and on their legal
representatives and beneficiaries.
(b) Awards to Outside Directors of Holding Company or its
affiliates shall be granted by the Board of Directors or the
Committee, pursuant to the terms of this Plan. .
3. TYPES OF AWARDS.
The following Awards may be granted under the Plan:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options;
(c) Stock Awards
(d) Dividend Equivalent Rights
(e) Equitable Adjustment Rights
4. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 17, the
maximum number of shares reserved for Awards under the Plan is
287,385 which number may not be excess of 14% of the outstanding
shares of the Common Stock determined immediately as of the
Effective Date. Subject to adjustment as provided in Section 17
the maximum number of shares reserved hereby for purchase
pursuant to the exercise of Options and Option-related Awards
granted under the Plan is 205,275, which number is not in excess
of the 10% of the outstanding shares of Common Stock as of the
Effective Date. The maximum number of the shares reserved for
award as Stock Awards is 82,110 which number is not in excess of
4% of the outstanding shares of Common Stock as of the Effective
Date. These shares of Common Stock may be either authorized but
unissued shares or authorized shares previously issued and
reacquired by the Holding Company or the Trustee. To the extent
that Options and Stock Awards are granted under the Plan, the
shares underlying such Awards will be unavailable for any other
use including future grants under the Plan except that, to the
extent that Options terminate, expire, are forfeited or are
canceled without having been exercised (in the case of Limited
Rights, exercised for cash), new Awards may be made with respect
to these shares.
5. ELIGIBILITY.
Subject to the terms herein, Employees and Outside
Directors shall be eligible to receive Awards under the Plan
6. NON-STATUTORY STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan,
from time to time, grant Non-statutory Stock Options to
Employees and Outside Directors, upon such terms and conditions
as the Committee may determine, and grant Non-statutory Stock
Options in exchange for and upon surrender of previously granted
Awards under this Plan under such terms and conditions as the
Committee may determine. Non-statutory Stock Options granted
under this Plan are subject to the following terms and
conditions:
(a) Exercise Price. The Exercise Price of each
Non-statutory Stock Option shall be determined by the Committee
on the date the option is granted. Such Exercise Price shall
not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant. Common Stock underlying such Non-
statutory Options may be purchased only upon full payment of the
Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 13 of the Plan.
(b) Terms of Non-statutory Stock Options. The term during
which each Non-statutory Stock Option may be exercised shall be
determined by the Committee, but in no event shall a
Non-statutory Stock Option be exercisable in whole or in part
more than 10 years from the Date of Grant. The Committee shall
determine the date on which each installment of a Non-statutory
Stock Option shall become exercisable. Each installment may be
purchased in whole or in part at any time during the term of
such Non-statutory Stock Option after such installment becomes
exercisable. The Committee may, in its sole discretion,
accelerate the time at which any Non-statutory Stock Option may
be exercised in whole or in part. The acceleration of any Non-
statutory Stock Option under the authority of this paragraph
creates no right, expectation or reliance on the part of any
other Participant or that certain Participant regarding any
other unaccelerated Non-statutory Stock Options.
(c) Termination of Employment or Service. Notwithstanding
any provisions set forth herein or contained in any Agreement
relating to an award of an Option, in the event of termination
of employment or service for Disability or death, all Non-
statutory Stock Options shall immediately vest and be
exercisable for one year after such termination, and in the
event of Termination for Cause all rights under the
Participant's Non-statutory Stock Options shall expire
immediately upon termination. In no event shall a Non-statutory
Stock Option be exercisable beyond the expiration of its term.
7. INCENTIVE STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan
and the availability of shares reserved but unawarded under the
Plan, from time to time, grant Incentive Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan
shall be subject to the following terms and conditions:
(a) Exercise Price. The Exercise Price of each Incentive
Stock Option shall be not less than 100% of the Fair Market
Value of the Common Stock on the Date of Grant. However, if at
the time an Incentive Stock Option is granted to an Employee
Participant, the Employee Participant owns Common Stock
representing more than 10% of the total combined voting
securities of the Holding Company (or, under Section 424(d) of
the Code, is deemed to own Common Stock representing more than
10% of the total combined voting power of all classes of stock
of the Holding Company, by reason of the ownership of such
classes of stock, directly or indirectly, by or for any brother,
sister, spouse, ancestor or lineal descendent of such Employee
Participant, or by or for any corporation, partnership, estate
or trust of which such Employee Participant is a shareholder,
partner or beneficiary), ("10% Owner"), the Exercise Price per
share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair
Market Value of the Common Stock on the Date of Grant. Shares
may be purchased only upon payment of the full Exercise Price or
upon operation of an Alternate Option Payment Mechanism set out
in Section 13 of the Plan.
(b) Amounts of Incentive Stock Options. Incentive Stock
Options may be granted to any Employee in such amounts as
determined by the Committee; provided that the amount granted is
consistent with the terms of Section 422 of the Code. In the
case of a stock option intended to qualify as an Incentive Stock
Option, the aggregate Fair Market Value (determined as of the
time the Option is granted) of the Common Stock with respect to
which Incentive Stock Options granted are exercisable for the
first time by the Employee Participant during any calendar year
(under all plans of the Employee Participant's employer
corporation and its parent and subsidiary corporations) shall
not exceed $100,000. The provisions of this Section 7(b) shall
be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder.
To the extent an Award under this Section 7 exceeds this
$100,000 limit, the portion of the Award in excess of such limit
shall be deemed a Non-statutory Stock Option. The Committee
shall have discretion to redesignate Options granted as
Incentive Stock Options as Non-Statutory Stock Options. Such
Non-statutory Stock Options shall be subject to Section 6 of the
Plan.
(c) Terms of Incentive Stock Options. The term during
which each Incentive Stock Option may be exercised shall be
determined by the Committee, but in no event shall an Incentive
Stock Option be exercisable in whole or in part more than 10
years from the Date of Grant. If at the time an Incentive Stock
Option is granted to an Employee Participant who is a 10% Owner,
the Incentive Stock Option granted to such Employee Participant
shall not be exercisable after the expiration of five years from
the Date of Grant. No Incentive Stock Option granted under this
Plan is transferable except by will or the laws of descent and
distribution and is exercisable in his lifetime only by the
Employee Participant to whom it is granted.
The Committee shall determine the date on which each
Incentive Stock Option shall become exercisable. The shares
comprising each installment may be purchased in whole or in part
at any time during the term of such option after such
installment becomes exercisable. The Committee may, in its sole
discretion, accelerate the time at which any Incentive Stock
Option may be exercised in whole or in part. To the extent that
such acceleration, through the operation of law, destroys
incentive treatment under the Code, then such accelerated option
shall be deemed to be a Non-statutory Stock Option. The
acceleration of any Incentive Stock Option under the authority
of this paragraph creates no right, expectation or reliance on
the part of any other Employee Participant or that certain
Employee Participant regarding any other unaccelerated Incentive
Stock Options.
(d) Termination of Employment. Unless otherwise
determined by the Committee, upon the termination of an Employee
Participant's service for any reason other than Disability,
death or Termination for Cause, the Employee Participant's
Incentive Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Employee
Participant at the date of termination and only for a period of
three months following termination. Notwithstanding any
provisions set forth herein or contained in any Agreement
relating to an award of an Option, in the event of termination
for Disability or death, all Options shall immediately vest and
be exercisable for one year after such termination, and in the
event of Termination for Cause all rights under the
Participant's Incentive Stock Options shall expire immediately
upon termination. No Incentive Stock Option shall be eligible
for treatment as an Incentive Stock Option in the event such
Incentive Stock Option is exercised more than three months
following the date of the Participant's cessation of employment
except in the case of death of Disability. In no event shall an
Incentive Stock Option be exercisable beyond the expiration of
its term.
(e) Compliance with Code. The Options granted under this
Section 7 of the Plan are intended to qualify as incentive stock
options within the meaning of Section 422 of the Code, but the
Holding Company makes no warranty as to the qualification of any
option as an incentive stock option within the meaning of
Section 422 of the Code. All Incentive Stock Options that do
not so qualify shall be treated as Non-statutory Stock Options.
8. LIMITED RIGHTS.
Simultaneously with the grant of any Option to an Employee,
the Committee may grant a Limited Right with respect to all or
some of the shares covered by such Option. Limited Rights
granted under this Plan are subject to the following terms and
conditions:
(a) Terms of Rights. In no event shall a Limited Right be
exercisable in whole or in part before the expiration of six
months from the Date of Grant of the Limited Right. A Limited
Right may be exercised only in the event of a Change in Control
that is not accounted for as a "pooling of interests", as that
term is opined upon by a certified public accountant chosen by
the Employer.
The Limited Right may be exercised only when the underlying
Option is eligible to be exercised, and only when the Fair
Market Value of the underlying shares on the day of exercise is
greater than the Exercise Price of the underlying Option.
Upon exercise of a Limited Right, the underlying Option
shall cease to be exercisable. Upon exercise or termination of
an Option, any related Limited Rights shall terminate. The
Limited Rights may be for no more than 100% of the difference
between the purchase price and the Fair Market Value of the
Common Stock subject to the underlying option. The Limited
Right is transferable only when the underlying option is
transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder
shall promptly receive from the Holding Company an amount of
cash or some other payment option found in Section 13, equal to
the difference between the Exercise Price of the underlying
option and the Fair Market Value of the Common Stock subject to
the underlying option on the date the Limited Right is
exercised, multiplied by the number of shares with respect to
which such Limited Right is being exercised. Payments shall be
less an applicable tax withholding as set forth in Section 18.
9. STOCK AWARDS
The Committee (or in the case of an Outside Director
Participant, the Board of Directors) may, subject to the
limitations of the Plan, from time to time, make a Award of some
number of shares of Common Stock to Employees and Outside
Directors ("Stock Awards"). The Awards shall be made subject to
the following terms and conditions:
(a) Payment of the Stock Award. The Stock Award may only
be made in whole shares of Common Stock. Shares used in payment
may only be granted from shares reserved under the Plan but
unawarded at the time the new Stock Award is made.
(b) Stock Award Agreement. Each Stock Award Agreement
shall set forth:
(i) the period over which the Stock Award may vest;
(ii) the performance goals, if any, which must be
satisfied prior to the vesting of any portion of the
Stock Award. The performance goals may be set by the
Committee on an individual level, for all
Participants, for all Awards made during a given
period of time, or for all Awards for indefinite
periods;
(c) Certification of Attainment of the Performance Goal.
No Stock Award that is subject to a performance goal is to be
distributed to the Participant until the Committee certifies
that the underlying performance goal has been achieved.
(d) The Committee shall determine the dates on which Stock
Awards granted to a Participant shall vest, provided that all
Stock Awards shall immediately vest in full upon the termination
of employment due to Disability or death of the Participant.
The Committee, notwithstanding other paragraphs in this Section,
in its sole discretion may accelerate the vesting of any Stock
Award. The acceleration of any Stock Award under the authority
of this paragraph creates no right, expectation or reliance on
the part of any other Participant or that certain Participant
regarding any other unaccelerated Stock Awards.
(e) Except to the extent, if any as may be permitted by
the Code, the rules promulgated under Section 16(b) of the
Exchange Act or any successor statutes or rules:
(i) The recipient of a Stock Award payable in shares
shall not sell, transfer, assign, pledge, or otherwise encumber
shares subject to the Award until full vesting has occurred.
For purposes of this section, the separation of beneficial
ownership and legal title through the use of any "swap"
transaction is deemed a prohibited encumbrance.
(ii) Upon the death of a Participant, a Stock Award
is transferrable by will or the laws of intestate succession.
The designation of a beneficiary does not constitute a transfer.
(iii) If a recipient of a Stock Award is subject to
the provisions of Section 16 of the Exchange Act, shares of
Common Stock subject to such Award may not, without the written
consent of the Committee, be sold or otherwise disposed of
within six months following the date of grant of the Award.
(f) Accrual of Dividends. Whenever Stock Awards are
distributed to a recipient or a beneficiary under the Plan, such
recipient or beneficiary shall also be entitled to receive, with
respect to each Stock Award paid, a payment equal to any cash
dividends and a number of shares of Common Stock equal to any
stock dividends, declared and paid with respect to a share of
the Common Stock between the date the relevant Stock Award was
granted and the date the Stock Awards are being distributed.
There shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any cash
dividends paid out.
(g) Voting of Stock Awards. After a Stock Award has been
granted, the Participant shall be entitled to direct the Trustee
as to the voting of the Common Stock which the Stock Award
covers and which have not yet been earned and distributed to the
Participant pursuant to the Plan, subject to the rules and
procedures adopted by the Committee for this purpose. All
shares of Common Stock held by the Trust as to which recipients
are not entitled to direct, or have not directed, the voting,
shall be voted by the Trustee in the same proportion as Common
Stock covered by Stock Awards which have been awarded and voted.
10. DIVIDEND EQUIVALENT RIGHTS
Simultaneously with the grant of any option to an Employee,
the Committee may grant a Dividend Equivalent Right with respect
to all or some of the shares covered by such Option. Dividend
Equivalent Rights granted under this Plan are subject to the
following terms and conditions:
(a) Terms of Rights. The Dividend Equivalent Right
provides the Employee with a separate cash benefit equal to 100%
of the amount of any extraordinary dividend declared by the
Holding Company on shares of Common Stock subject to an Option.
The Dividend Equivalent Right is transferable only when the
underlying option is transferable and under the same conditions.
(b) Payment. Upon the payment of an extraordinary
dividend, the holder of a Dividend Equivalent Right shall be
entitled to receive from the Holding Company an amount of cash
or some other payment option found in Section 13, equal to 100%
of the extraordinary dividend paid on shares of Common Stock,
multiplied by the number of shares subject to the underlying
option. Such payment shall be made promptly with respect to
rights associated with vested options and with respect to rights
associated with unvested options, such payment will be held in
Trust until such time as the underlying options have become
vested and then such payment shall be distributed. Payments
shall be decreased by the amount of any applicable tax
withholding prior to distribution to the Participant as set
forth in Section 19.
(c) Extraordinary Dividend. For purposes of this Section
10, an extraordinary dividend is any dividend paid on shares of
Common Stock where the rate of the dividend exceeds the Bank's
weighted average cost of funds on interest-bearing liabilities
for the current and preceding three quarters.
11. EQUITABLE ADJUSTMENT RIGHT
Simultaneously with the grant of any Option under this
Plan, in the alternative to a Dividend Equivalent Right the
Committee may grant an Equitable Adjustment Right.
Upon the payment of an extraordinary dividend (as such term
is defined in Section 10(c)), the Committee may adjust the
number of shares and/or the Exercise Price of the Options
underlying the Equitable Adjustment Right, as the Committee
deems appropriate.
12. PAYOUT ALTERNATIVES
Payments due to a Participant upon the exercise or
redemption of an Award, may be made according to the following
terms and conditions:
(a) Discretion of the Committee. The Committee has the
sole discretion to determine what form of payment (whether
monetary, Common Stock, a combination of payout alternatives or
otherwise) it shall use in distributing payments for all Awards.
If the Committee requests any or all Participants to make an
election as to form of payment, it shall not be considered bound
by the election.
(b) Payment in the form of Common Stock. Any shares of
Common Stock tendered in payment of an obligation arising under
this Plan shall be valued at the Fair Market Value of the Common
Stock at the time of the payment. The Committee may use Common
Stock in Treasury or may direct the market purchase of such
Common Stock to satisfy its obligations under this Plan.
13. ALTERNATE OPTION PAYMENT MECHANISM
The Committee has sole discretion to determine what form of
payment it will accept for the exercise of an Option. The
Committee may indicate acceptable forms in the Award Agreement
covering such Options or may reserve its decision to the time of
exercise. No Option is to be considered exercised until payment
in full is accepted by the Committee or its agent.
(a) Cash Payment. The exercise price may be paid in cash
or by certified check.
(b) Borrowed Funds. To the extent permitted by law, the
Committee may permit all or a portion of the exercise price of
an Option to be paid through borrowed funds.
(c) Exchange of Common Stock". (i) The Committee may
permit payment by the tendering of previously acquired shares of
Common Stock. This includes the use of "Pyramiding
Transactions" whereby some number of Options are exercised. The
shares gained through the exercise are then tendered back to the
Plan as payment for some other number of Options. This
transaction may be repeated as needed to exercise all of the
Options available.
(ii) Any shares of Common Stock tendered in payment
of the exercise price of an Option shall be valued at the Fair
Market Value of the Common Stock on the date prior to the date
of exercise.
14. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.
No Participant shall have any rights as a shareholder with
respect to any shares covered by an Option until the date of
issuance of a stock certificate for such shares. Nothing in
this Plan or in any Award granted confers on any person any
right to continue in the employ or service of the Holding
Company or its Affiliates or interferes in any way with the
right of the Holding Company or its Affiliates to terminate a
Participant's services as an officer or other employee at any
time.
Except as permitted under the Code and the rules
promulgated pursuant to Section 16(b) of the Exchange Act or any
successor statutes or rules, no Award under the Plan shall be
transferable by the Participant or Outside Director other than
by will or the laws of intestate succession or pursuant to a
domestic relations order or unless determined otherwise by the
Committee.
15. AGREEMENT WITH GRANTEES.
Each Award will be evidenced by a written agreement,
executed by the Participant and the Holding Company or its
Affiliates that describes the conditions for receiving the
Awards including the date and type of Award, the Exercise Price
if any, the terms or other applicable periods, and other terms
and conditions as may be required or imposed by the Plan, the
Board of Directors, tax law consideration or applicable
securities law.
16. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death,
any Award to which the Participant would then be entitled. Such
designation will be made upon forms supplied by and delivered to
the Holding Company and may be revoked in writing. If a
Participant fails effectively to designate a beneficiary, then
the Participant's estate will be deemed to be the beneficiary.
17. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other
similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the
Holding Company, the Committee will make such adjustments to
previously granted Awards, to prevent dilution or enlargement of
the rights of the Participant, including any or all of the
following:
(a) adjustments in the aggregate number or kind of shares
of Common Stock or other securities that may underlie
future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares
of Common Stock or other securities underlying Awards
already made under the Plan;
(c) adjustments in the purchase price of outstanding
Incentive and/or Non-statutory Stock Options, or any
Limited Rights attached to such options.
No such adjustments may, however, materially change the
value of benefits available to a Participant under a previously
granted Award. All awards under this Plan shall be binding upon
any successors or assigns of the Company.
18. TAX WITHHOLDING.
Awards under this Plan shall be subject to tax withholding
to the extent required by any governmental authority. If this
Plan meets the requirements under 17 C.F.R. 240.16b-3 under the
Exchange Act ("Rule 16b-3"), then any withholding regarding
Awards to a Participant to which Section 16(b) of the Exchange
Act is applicable shall comply with Rule 16b-3 or any amendment
or successive rule.
19. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to
time, modify or amend the Plan in any respect, prospectively or
retroactively; provided however, that provisions governing
grants of Incentive Stock Options, unless permitted by the rules
and regulation or staff pronouncements promulgated under the
Code shall be submitted for shareholder approval to the extent
required by such law, regulation or interpretation.
Failure to ratify or approve amendments or modifications by
shareholders shall be effective only as to the specific
amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain
in full force and effect.
No such termination, modification or amendment may affect
the rights of a Participant under an outstanding Award without
the written permission of such Participant.
20. EFFECTIVE DATE OF PLAN.
The Plan became effective on February 14, 1996.
21. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate
upon the earlier of ten (10) years after the Effective Date of
the Plan or the issuance of Common Stock or the exercise of
Options, or related Limited Rights equivalent to the maximum
number of shares reserved under the Plan as set forth in Section
4. The Board of Directors has the right to suspend or terminate
the Plan at any time, provided that no such action will, without
the consent of a Participant, adversely affect his vested rights
under a previously granted Award.
22. APPLICABLE LAW.
The Plan will be administered in accordance with the laws
of the State of Illinois and applicable federal law.
23. COMPLIANCE WITH OTS CONVERSION REGULATIONS
Notwithstanding any other provision contained in this
Plan, no Option or Stock Award, including Directors' Awards,
shall become vested at rate in excess of 20% of the total number
shares underlying the Option or Stock Award per year, provided
that all Options and/or Stock Awards, including Directors'
Awards, shall become fully vested and immediately exercisable in
the event of an Employee's or an Outside Directors' termination
due to death or disability; provided, further, that the
Committee may amend any Option or Stock Award (including
Directors' Awards) after June 30, 1996 to provide for
acceleration of the vesting of such Option or Stock Award,
including amendments to provide that such Option or Stock Award,
including Directors' Awards, shall become fully vested and
immediately exercisable in the event of a Change in Control.
24. DELEGATION OF AUTHORITY
The Committee may delegate all authority for: the
determination of forms of payment to be made by or received by
the Plan; the execution of Award Agreements; the determination
of Fair Market Value; the determination of all other aspects of
administration of the plan to the executive officer(s) of the
Holding Company or the Bank. The Committee may rely on the
descriptions, representations, reports and estimate provided to
it by the management of the Holding Company or the Bank for
determinations to be made pursuant to the Plan, including the
attainment of Performance Goals. However, only the Committee or
a portion of the Committee may certify the attainment of a
particular performance goal.
[remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the Holding Company established this Plan
and the stockholders of the Holding Company duly approved this
Plan on February 14, 1996 and the Board of Directors of the
Holding Company amended and restated this Plan on January 13,
1997.
[CORPORATE SEAL] GREAT AMERICAN BANCORP, INC.
By: /s/ George R. Rouse
Date: January 13, 1997 George R. Rouse
For the Board of Directors
Exhibit 11.
Statement Regarding Computation of Earnings Per Share
Fifteen Months
Ended Year Ended
December 31, September 30,
1996 1995
----------- -----------
Assuming no dilution:
Net income (in thousands) $ 534 $ 753
=========== ===========
Weighted average number
of shares:
Average shares outstanding 1,820,944 1,891,989
Average incremental shares
related to stock options 1,531 --
----------- -----------
1,822,475 1,891,989
=========== ===========
Earnings per share assuming
no dilution $ 0.29 $ 0.40
=========== ===========
Assuming full dilution:
Net income (in thousands) $ 534 $ 753
=========== ===========
Weighted average number
of shares:
Average shares issued 2,052,750 2,052,750
Average incremental shares
related to stock options 1,531 --
Average treasury shares (52,184) --
----------- -----------
2,002,097 2,052,750
=========== ===========
Earnings per share assuming
full dilution $ 0.27 $ 0.37
=========== ===========
Exhibit 13.
GREAT AMERICAN BANCORP, INC. and SUBSIDIARY
Consolidated Financial Statements
Fifteen Months Ended December 31, 1996 and
Year Ended September 30, 1995
Independent Auditor's Report
Board of Directors
Great American Bancorp, Inc.
Champaign, Illinois
We have audited the consolidated balance sheet of Great American Bancorp,
Inc. and subsidiary as of December 31, 1996, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
fifteen-month period then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit. The consolidated financial statements of Great American Bancorp, Inc.
and subsidiary as of September 30, 1995, were audited by other auditors whose
report dated October 26, 1995, expressed an unqualified opinion on those
consolidated statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
Great American Bancorp, Inc. and subsidiary as of December 31, 1996, and the
results of their operations and their cash flows for the fifteen-month period
then ended, in conformity with generally accepted accounting principles.
/s/ Geo S. Olive & Co. LLC
Champaign, Illinois
January 24, 1997
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheet (in thousands, except share data)
December 31 and September 30 1996 1995
- -------------------------------------------------------------------------------
Assets
Cash and due from banks $ 6,361 $ 3,952
Interest-bearing demand deposits 20,049 18,369
---------------------------
Cash and cash equivalents 26,410 22,321
Interest-bearing time deposits 2,000 --
Investment securities
Available for sale -- 5,835
Held to maturity 3,400 1,392
---------------------------
Total investment securities 3,400 7,227
Loans 91,817 77,643
Allowance for loan losses (374) (231)
---------------------------
Net loans 91,443 77,412
Premises and equipment 7,306 7,318
Federal Home Loan Bank stock 454 483
Other assets 1,356 1,436
---------------------------
Total assets $ 132,369 $ 116,197
===========================
Liabilities
Deposits
Noninterest bearing $ 4,253 3,627
Interest bearing 96,461 77,247
---------------------------
Total deposits 100,714 80,874
Other liabilities 1,193 1,019
---------------------------
Total liabilities 101,907 81,893
---------------------------
Commitments and Contingent Liabilities
Stockholders' Equity
Preferred stock, $0.01 par value
Authorized and unissued - 1,000,000 shares -- --
Common stock, $0.01 par value
Authorized - 7,000,000 shares
Issued - 2,052,750 shares
Outstanding - 1,671,691 and 1,906,209 shares 21 21
Paid-in capital 19,486 19,363
Retained earnings - substantially restricted 15,938 16,482
Net unrealized loss on securities
available for sale -- (97)
---------------------------
35,445 35,769
Less:
Treasury stock - 200,144 shares (2,875) --
Unearned employee stock ownership plan
shares - 113,566 and 146,541 shares (1,136) (1,465)
Unearned incentive plan shares - 67,349 shares (972) --
---------------------------
Total stockholders' equity 30,462 34,304
---------------------------
Total liabilities and
stockholders' equity $ 132,369 $ 116,197
===========================
See notes to consolidated financial statements.
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Income (in thousands, except share data)
Fifteen Months Ended December 31
and Year Ended September 30 1996 1995
- -------------------------------------------------------------------------------
Interest Income
Loans $ 9,024 $ 6,503
Investment securities
Taxable 574 496
Tax exempt 23 5
Deposits with financial institutions and other 1,186 680
-------------------------
Total interest income 10,807 7,684
-------------------------
Interest Expense
Deposits 4,006 2,871
Short-term borrowings -- 99
Other 36 27
-------------------------
Total interest expense 4,042 2,997
-------------------------
Net Interest Income 6,765 4,687
Provision for loan losses 325 132
-------------------------
Net Interest Income After
Provision for Loan Losses 6,440 4,555
-------------------------
Noninterest Income
Income from joint venture 51 57
Commissions 32 71
Service charges on deposit accounts 497 393
Loan servicing fees 38 30
Other customer fees 79 38
Net realized losses on sales of
available-for-sale securities (127) --
Net gains on loan sales 30 8
Net gains on sale of premises and equipment -- 193
Other income 41 13
-------------------------
Total noninterest income 641 803
-------------------------
Noninterest Expenses
Salaries and employee benefits 2,794 2,029
Net occupancy expenses 564 493
Equipment expenses 306 219
Data processing fees 237 192
Deposit insurance expense 811 201
Printing and office supplies 300 228
Legal and professional fees 250 79
Directors and committee fees 159 194
Insurance expense 49 33
Marketing and advertising expenses 212 184
Other expenses 419 252
--------------------------
Total noninterest expenses 6,101 4,104
--------------------------
Income Before Income Tax 980 1,254
Income tax expense 446 501
--------------------------
Net Income $ 534 $ 753
==========================
Per share data:
Earnings:
Assuming no dilution
Net income $ 0.29 $ 0.40
==========================
Average number of shares 1,822,475 1,891,989
==========================
Assuming full dilution
Net income $ 0.27 $ 0.37
==========================
Average number of shares 2,002,097 2,052,750
==========================
Dividends $ 0.58 $ --
==========================
See notes to consolidated financial statements.
<TABLE>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Changes in Stockholders' Equity (in thousands, except share data)
<CAPTION>
Net
Unrealized Unearned
Common Stock Gain (Loss) on Employee Unearned
------------------------- Securities Stock Owner- Incentive
Shares Paid-in Retained Available Treasury ship Plan Plan
Outstanding Amount Capital Earnings For Sale Stock Shares Shares Total
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, October 1, 1994 - $ - $ - $ 15,729 $ (128) $ - $ - $ - $ 15,601
Net income for 1995 - - - 753 - - - - 753
Issuance of common stock 2,052,750 21 19,334 - - - - - 19,355
Employee stock ownership
plan shares acquired (164,220) - - - - - (1,642) - (1,642)
Employee stock ownership
plan shares earned 17,679 - 29 - - - 177 - 206
Net change in unrealized
gain (loss) on
securities available
for sale - - - - 31 - - - 31
------------------------------------------------------------------------------------------------------
Balances,
September 30, 1995 1,906,209 21 19,363 16,482 (97) - (1,465) - 34,304
Net income for 1996 - - - 534 - - - - 534
Cash dividends ($.58
per share) - - - (1,078) - - - - (1,078)
Incentive plan shares
acquired (82,110) - - - - - - (1,185) (1,185)
Employee stock ownership
plan shares earned 32,975 - 126 - - - 329 - 455
Incentive plan shares
earned 14,761 - (3) - - - - 213 210
Purchase of treasury
stock (200,144) - - - - (2,875) - - (2,875)
Net change in unrealized
gain (loss) on
securities available
for sale - - - - 97 - - - 97
------------------------------------------------------------------------------------------------------
Balances,
December 31, 1996 1,671,691 $ 21 $ 19,486 $ 15,938 $ - $(2,875) $(1,136) $ (972) $ 30,462
======================================================================================================
</TABLE>
See notes to consolidated financial statements.
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows (in thousands)
Fifteen Months Ended December 31
and Year Ended September 30 1996 1995
- -------------------------------------------------------------------------------
Operating Activities
Net income $ 534 $ 753
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses 325 132
Depreciation 470 361
Amortization of deferred loan fees (28) (22)
Deferred income tax (200) (66)
Investment securities accretion, net (12) (48)
Investment securities losses 127 -
Net gain on loan sales (30) (8)
Employee stock ownership plan
compensation expense 455 206
Incentive plan expense 210 -
Federal Home Loan Bank stock dividend - (6)
Loans originated for sale (3,496) (741)
Proceeds from sales of loans originated for resale 3,526 749
Net gain on sale of premises and equipment - (193)
Net change in
Other assets 80 (76)
Other liabilities 135 272
------------------------
Net cash provided by operating activities 2,096 1,313
------------------------
Investing Activities
Net change in interest-bearing time deposits (2,000) 2,000
Proceeds from sales of securities available for sale 5,873 -
Purchases of securities held to maturity (3,996) (3,349)
Proceeds from maturities of securities held to maturity 2,000 4,000
Purchase of Federal Home Loan Bank stock - (83)
Proceeds from sale of Federal Home Loan Bank stock 29 -
Net change in loans (14,328) (4,941)
Purchases of premises and equipment (458) (1,110)
Proceeds from sales of premises and equipment - 884
------------------------
Net cash used by investing activities (12,880) (2,599)
------------------------
Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand
and savings deposits 1,788 (4,999)
Certificates of deposit 18,052 249
Short-term borrowings - (2,000)
Cash dividends (907) -
Purchase of stock for incentive plan (1,185) -
Purchase of stock under repurchase programs (2,875) -
Issuance of stock, net of offering costs - 17,713
------------------------
Net cash provided by financing activities 14,873 10,963
------------------------
Net Change in Cash and Cash Equivalents 4,089 9,677
Cash and Cash Equivalents, Beginning of Period 22,321 12,644
------------------------
Cash and Cash Equivalents, End of Period $ 26,410 $ 22,321
========================
Additional Cash Flows Information
Interest paid $ 4,240 $ 2,880
Income tax paid $ 669 $ 569
See notes to consolidated financial statements.
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Table dollar amounts in thousands)
> Nature of Operations and Summary of Significant Accounting Policies
The accounting and reporting policies of Great American Bancorp, Inc.
("Company"), its wholly owned subsidiary, First Federal Savings Bank of
Champaign-Urbana ("Bank") and the Bank's wholly owned subsidiary, Park Avenue
Service Corporation ("PASC"), conform to generally accepted accounting
principles and reporting practices followed by the banking industry. The more
significant of the policies are described below.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is a savings and loan holding company whose principal activity is
the ownership and management of the Bank. The Bank operates under a federal
savings bank charter and provides full banking services. As a federally-
chartered thrift, the Bank is subject to regulation by the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation.
The Bank generates commercial, mortgage and consumer loans and receives deposits
from customers located primarily in Champaign County, Illinois and surrounding
counties. The Bank's loans are generally secured by specific items of
collateral including real property, consumer assets and business assets.
Although the Bank has a diversified loan portfolio, a substantial portion of its
debtors' ability to honor their contracts is dependent upon economic conditions
in the real estate industry.
Consolidation - The consolidated financial statements include the accounts of
the Company and the Bank after elimination of all material intercompany
transactions and accounts.
Investment Securities - Debt securities are classified as held to maturity when
the Company has the positive intent and ability to hold the securities to
maturity. Securities held to maturity are carried at amortized cost.
Debt securities not classified as held to maturity are classified as available
for sale. Securities available for sale are carried at fair value with
unrealized gains and losses reported separately in stockholders' equity, net of
tax.
Amortization of premiums and accretion of discounts are recorded as interest
income from securities. Realized gains and losses are recorded as net security
gains (losses). Gains and losses on sales of securities are determined on the
specific-identification method.
ADC Arrangements - The Company may enter into real estate acquisition,
development and construction loans ("ADC arrangements") for the development of
real property, in which the Company participates in the expected residual profit
of the project. Each ADC arrangement is specifically reviewed to determine if
it should be accounted for as an investment in a loan, real estate or real
estate joint venture. All such arrangements have been deemed to be real estate
joint ventures.
Investment in Joint Venture - The Company's joint venture is accounted for by
the equity method because it has no more than a 50% interest. The Company's
share of net income from the joint venture is recognized as income in the
consolidated statement of income and added to the investment account.
Mortgage servicing rights on originated loans are capitalized by allocating the
total cost of the mortgage loans between the mortgage servicing rights and the
loans based on their relative fair values. Capitalized servicing rights are
amortized in proportion to and over the period of estimated servicing revenues.
Loans are carried at the principal amount outstanding. Interest income is
accrued on the principal balances of loans. The accrual of interest on
impaired loans is discontinued when, in management's opinion, the borrower may
be unable to meet payments as they become due. When interest accrual is
discontinued, all unpaid accrued interest is reversed. Interest income is
subsequently recognized only to the extent cash payments are received. Certain
loan fees and direct costs are deferred and amortized as an adjustment of yield
on the loans.
Allowance for loan losses is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolio and its
judgment as to the impact of economic conditions on the portfolio. The
evaluation by management includes consideration of past loss experience, changes
in the composition of the portfolio, the current condition and amount of loans
outstanding, and the probability of collecting all amounts due. Impaired loans
are measured by the present value of expected future cash flows, or the fair
value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses is based on
estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. Management believes that as of
December 31, 1996 the allowance for loan losses was adequate based on
information currently available. A worsening or protracted economic decline in
the areas within which the Bank operates would increase the likelihood of
additional losses due to credit and market risks and could create the need for
additional loss reserves.
Premises and equipment are carried at cost net of accumulated depreciation.
Depreciation is computed on the straight-line method for buildings, furniture
and fixtures based principally on the estimated useful lives of the assets.
Maintenance and repairs are expensed as incurred while major additions and
improvements are capitalized. Gains and losses on dispositions are included in
current operations.
Federal Home Loan Bank stock is a required investment for institutions that are
members of the Federal Home Loan Bank system. The required investment in the
common stock is based on a predetermined formula.
Income tax in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. The
Company files consolidated income tax returns with its subsidiary.
Accounting for Postretirement Benefits - The Company is recognizing the
transition obligation using the straight-line method over the plan participants'
average future service period of twenty years.
Incentive Plan - The Company accounts for its stock award program or incentive
plan in accordance with Accounting Principles Board Opinion ("APB") No. 25. The
aggregate purchase price of all shares owned by the incentive plan is reflected
as a reduction of stockholders' equity. Compensation expense is based on the
market price of the Company's stock on the date the shares are granted and is
recorded over the vesting period. The difference between the aggregate purchase
price and the fair value on the date granted of the shares earned is recorded as
an adjustment to paid-in capital.
Incentive plan shares are considered outstanding for earnings per share
calculations as they are committed to be released; uncommitted shares are not
considered outstanding.
Employee Stock Ownership Plan - The Company accounts for its employee stock
ownership plan ("ESOP") in accordance with American Institute of Certified
Public Accountants ("AICPA") Statement of Position 93-6. The cost of shares
issued to the ESOP but not yet committed to be released to participants is
presented in the consolidated balance sheet as a reduction of stockholders'
equity. Compensation expense is recorded based on the market price of the
shares as they are committed to be released for allocation to participant
accounts. The difference between the market price and the cost of shares
committed to be released is recorded as an adjustment to paid-in capital.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings; dividends on unallocated ESOP shares are not considered dividends for
financial statement purposes.
ESOP shares are considered outstanding for earnings per share calculations as
they are committed to be released; uncommitted shares are not considered
outstanding.
Treasury stock is stated at cost. Cost is determined by the first-in, first-out
method.
Earnings per share have been computed based upon the weighted average common
and common equivalent shares outstanding during each period.
Reclassifications of certain amounts in the 1995 consolidated financial
statements have been made to conform to the 1996 presentation.
> Conversion to Stock Ownership
On January 9, 1995, the Bank's Board of Directors adopted a Plan of Conversion
(the "Plan") to convert from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank concurrent with the
formation of the Company.
The Company was incorporated under Delaware law on February 23, 1995, and on
June 30, 1995, acquired all of the outstanding shares of common stock of the
Bank upon the Bank's conversion from a federally chartered mutual savings bank
to a federally chartered stock savings bank. Prior to the Company's acquisition
of the Bank, the Company had no material assets or operations. The Company
purchased 100% of the outstanding capital stock of the Bank using 50% of the net
proceeds from the Company's initial stock offering. The Company sold 2,052,750
shares of common stock in the initial offering at $10 per share, including
164,220 shares purchased by the Bank's ESOP. The ESOP shares were acquired by
the Bank with proceeds from a Company loan totaling $1,642,200. The net
proceeds of the offering totaled $19,355,500 ($20,527,500 less $1,172,000 in
underwriting commissions and other expenses). The Company began trading on the
Nasdaq Stock Market on June 30, 1995 under the symbol "GTPS."
The acquisition of the Bank by the Company is being accounted for as a "pooling-
of-interests" under generally accepted accounting principles. The application
of the pooling-of-interests method records the assets and liabilities of the
merged companies on a historical cost basis with no goodwill or other intangible
assets being recorded.
> Change in Fiscal Year End
On November 13, 1995, the Company's Board of Directors approved a change in the
fiscal year end of the Company and its subsidiary from September 30 to December
31. Accordingly, the balance sheet included in these financial statements is as
of December 31, 1996, while the statements of income, changes in stockholders'
equity and cash flows are for the fifteen-month period ended December 31, 1996.
> Investment Securities
1996
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31 Cost Gains Losses Value
- --------------------------------------------------------------------------------
Held to maturity
U.S. Treasury $ 1,000 $ - $ - $ 1,000
Federal agencies 2,000 - 6 1,994
State and municipal 400 2 - 402
------------------------------------------------
Total investment securities $ 3,400 $ 2 $ 6 $ 3,396
================================================
1995
------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
September 30 Cost Gains Losses Value
- --------------------------------------------------------------------------------
Available for sale
Mortgage-backed securities $ 6,000 $ - $ 165 $ 5,835
------------------------------------------------
Total available for sale 6,000 - 165 5,835
------------------------------------------------
Held to maturity
U.S. Treasury 992 - - 992
State and municipal 400 3 - 403
------------------------------------------------
Total held to maturity 1,392 3 - 1,395
------------------------------------------------
Total investment securities $ 7,392 $ 3 $ 165 $ 7,230
================================================
The amortized cost and fair value of securities held to maturity at December 31,
1996, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Amortized Fair
Cost Value
- --------------------------------------------------------------------------------
Within one year $ 1,100 $ 1,100
One to five years 2,300 2,296
-----------------------
Totals $ 3,400 $ 3,396
=======================
Proceeds from sales of securities available for sale during 1996 were
$5,873,000. Gross losses of $127,000 were realized on those sales. There were
no sales of securities available for sale during 1995. There were no sales of
securities held to maturity during 1996 or 1995.
There were no securities transferred between classifications during 1996 or
1995.
With the exception of securities of the U.S. Treasury and Federal Agencies, the
Company did not hold any securities of a single issuer, payable from and secured
by the same source of revenue or taxing authority, the book value of which
exceeded 10% of stockholders' equity at December 31, 1996.
> Loans and Allowance
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Mortgage loans:
One-to four-family $ 51,710 $ 41,724
Other loans secured by real estate 19,304 16,997
Construction 2,799 722
-----------------------
73,813 59,443
Undisbursed portion of loans (777) (391)
Deferred loan fees (77) (79)
-----------------------
Total mortgage loans 72,959 58,973
-----------------------
Commercial and consumer loans:
Commercial 9,861 10,491
Consumer 10,667 10,112
-----------------------
20,528 20,603
Undisbursed portion of loans (1,670) (1,933)
-----------------------
Total commercial and consumer loans 18,858 18,670
-----------------------
Total loans $ 91,817 $ 77,643
=======================
The following is an analysis of the allowance for loan losses for the fifteen
months ended December 31, 1996 and the year ended September 30, 1995:
Allowance for loan losses
Balances, beginning of period $ 231 $ 217
Provision for losses 325 132
Recoveries on loans 4 8
Loans charged off (186) (126)
-----------------------
Balances, end of period $ 374 $ 231
=======================
The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 114
and No. 118 Accounting by Creditors for Impairment of a Loan and Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures on
October 1, 1995. Total impaired loans with an allowance (which equals total
impaired loans) were $471,000 at December 31, 1996. The allowance for impaired
loans, included in the Company's allowance for loan losses, was $190,000 at
December 31, 1996. Other information on impaired loans is summarized below.
Period Ended December 31 1996
- --------------------------------------------------------------------------------
Average balance of impaired loans $ 595
Interest income recognized on impaired loans $ 80
Cash-basis interest included above $ 66
The Bank has entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates (related
parties). Such transactions were made in the ordinary course of business on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with other customers, and did not, in the opinion of management, involve more
than normal credit risk or present other unfavorable features. The aggregate
amount of loans, as defined, to such related parties was as follows:
Balances, October 1, 1995 $ 505
Changes in composition of related parties -
New loans, including renewals 504
Payments, etc., including renewals (516)
-----------
Balances, December 31, 1996 $ 493
===========
> Loan Servicing
Loans serviced for others are not included in the accompanying consolidated
balance sheet. The unpaid principal balances of loans serviced for others
totaled $12,791,000 and $12,492,000 at December 31, 1996 and September 30, 1995.
In 1996, the Company adopted SFAS No. 122, Accounting for Mortgage Servicing
Rights. This Statement requires the capitalization of retained mortgage
servicing rights on originated or purchased loans by allocating the total cost
of the mortgage loans between the mortgage servicing rights and the loans
(without the servicing rights) based on their relative fair values. SFAS No.
122 was superseded during 1996 by SFAS No. 125 Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities. SFAS No. 125
(as did SFAS No. 122) requires the assessment of impairment of capitalized
mortgage servicing rights and requires that impairment be recognized through a
valuation allowance based on the fair value of those rights. The aggregate fair
value of capitalized mortgage servicing rights at December 31, 1996 totaled
$19,000. Comparable market values were used to estimate fair value. For
purposes of measuring impairment, risk characteristics including product type,
investor type, and interest rates, were used to stratify the originated mortgage
servicing rights.
1996
- --------------------------------------------------------------------------------
Mortgage Servicing Rights
Balances, October 1 $ -
Servicing rights capitalized 21
Amortization of servicing rights (2)
-----------
Balances, December 31 $ 19
===========
> Premises and Equipment
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Land $ 1,545 $ 1,545
Buildings 5,017 4,947
Leasehold Improvements 867 867
Furniture and equipment 1,899 1,511
-----------------------
Total Cost 9,328 8,870
Accumulated depreciation (2,022) (1,552)
-----------------------
Net $ 7,306 $ 7,318
=======================
> Other Assets and Other Liabilities
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Other assets
Interest receivable $ 807 $ 845
Cash value of insurance 185 171
Investment in joint venture 69 116
Income taxes receivable 120 114
Mortgage servicing rights 19 -
Prepaid expenses and other assets 156 190
-----------------------
Total $ 1,356 $ 1,436
=======================
Other liabilities
Interest payable on deposits $ 34 $ 232
Deferred compensation - directors 425 370
Accrued real estate taxes 123 96
Insurance and real estate taxes held
in escrow for loan customers 175 72
Accrued postretirement benefit obligation 71 30
Dividends payable 171 -
Deferred income taxes 20 152
Accrued expenses and other 174 67
-----------------------
Total $ 1,193 $ 1,019
=======================
> Investment in Joint Venture
The Bank's subsidiary, Park Avenue Service Corporation, holds a 50% equity
interest in a joint venture called The Old Farm. The other partner of the joint
venture is Wisegarver Land Development.
The Old Farm was formed in October, 1985 for the purpose of purchasing and
selling approximately 58 acres of real estate. The property is zoned for 44
acres of residential real estate, 11 acres for duplexes and 3 acres for office
buildings. Park Avenue Service Corporation provides the financing for
construction and Wisegarver Land Development acts as the manager of the project.
Profit is divided equally between the partners.
Condensed unaudited financial statements for The Old Farm are as follows:
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Condensed statement of financial condition
Assets
Cash $ 45 $ 25
Notes receivable 159 99
Lots held for sale 82 202
-----------------------
Total assets $ 286 $ 326
=======================
Liabilities and partners' equity
Deferred sales $ 148 $ 94
Equity, Park Avenue Service Corporation 69 116
Equity, Wisegarver Land Development 69 116
-----------------------
Total liabilities and partners' equity $ 286 $ 326
=======================
Period Ended December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Condensed statement of operations
Sales $ 211 $ 251
Cost of sales (121) (137)
-----------------------
90 114
Other income (expenses) 4 (1)
-----------------------
Net income $ 94 $ 113
=======================
> Deposits
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Demand deposits $ 18,601 $ 15,819
Savings deposits 15,372 16,196
Insured money market 6,212 6,382
Certificates of deposit of $100,000 or more 5,288 4,086
Other certificates of deposit 55,241 38,391
-----------------------
Total deposits $ 100,714 $ 80,874
=======================
Certificates of deposit maturing in years ending December 31,
1997 $ 36,517
1998 16,850
1999 1,538
2000 2,336
2001 12
Thereafter 3,276
-----------------------
$ 60,529
=======================
> Lease Commitments and Total Rental Expense
The Company leases one branch office and another office previously operated as a
branch office under operating leases. The branch office is rented on a twenty-
five year lease with four ten-year options with escalating rental payments.
The previous branch office is currently on a thirty-month lease which is
renewable for four additional thirty-month terms at the lessee's option. This
office is being subleased to an unrelated party. In addition, the lessee is
required to pay the property taxes, normal maintenance and insurance on the
property.
<PAGE>
The total minimum lease commitment at December 31, 1996 under these leases is
$535,000, which is due as follows:
Lease Rent from Net Lease
Payments Sublease Payment
------------------------------------
Years ending December 31
1997 $ 52 $ 35 $ 17
1998 52 35 17
1999 52 35 17
2000 57 32 25
2001 57 29 28
During the remaining lease term 265 249 16
------------------------------------
Total $ 535 $ 415 $ 120
====================================
Total rent expense was $51,000 and $43,000 for the periods ended December 31,
1996 and September 30, 1995.
> Income Tax
Period Ended December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Income tax expense
Currently payable
Federal $ 556 $ 470
State 90 97
Deferred
Federal (177) (52)
State (23) (14)
-----------------------
Total income tax expense $ 446 $ 501
=======================
Reconciliation of federal statutory to
actual tax expense
Federal statutory income tax at 34% $ 333 $ 427
Effect of state income taxes 44 55
Effect of allocating ESOP shares 69 16
Other - 3
-----------------------
Actual tax expense $ 446 $ 501
=======================
A cumulative net deferred tax liability is included in other liabilities. The
components of the liability are as follows:
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Loan liquidation conversion adjustment $ -- $ (180)
Deferred loan fees 23 31
Differences in accounting for
allowance for loan losses (3) 47
Federal Home Loan Bank stock basis (20) (18)
Differences in depreciation methods (325) (194)
Equity in Old Farm Joint Venture -- (17)
Deferred compensation 164 143
Incentive plan 82 --
Postretirement benefit obligation 26 4
Net unrealized losses on securities available for sale -- 68
Other 33 (36)
-----------------------
$ (20) $ (152)
=======================
Assets $ 484 $ 355
Liabilities (504) (507)
-----------------------
$ (20) $ (152)
=======================
The tax benefit attributable to the net realized losses on sales of available-
for-sale securities recorded for the period ended December 31, 1996 was $49,000.
Retained earnings at December 31, 1996 and September 30, 1995 included
approximately $4,300,000 of the tax bad debt reserve, which accumulated prior to
1988, for which no deferred federal income tax liability has been recognized.
This amount represents an allocation of income to bad-debt deductions for tax
purposes only. Reduction of amounts so allocated for purposes other than tax
bad-debt losses or adjustments arising from carryback of net operating losses
would create income for income tax purposes only, which would be subject to the
then current corporate income tax rate. The unrecorded deferred income tax
liability on the above amounts was approximately $1,669,000 as of December 31,
1996 and September 30, 1995.
> Commitments and Contingent Liabilities
In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby letters
of credit, which are not included in the accompanying financial statements. The
Bank's exposure to credit loss in the event of nonperformance by the other party
to the financial instruments for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making such commitments as they do for
instruments that are included in the consolidated balance sheet.
Financial instruments whose contract amount represents credit risk as of the end
of the period were as follows:
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Commitments to extend credit
At variable rates $ 200 $ 192
At fixed rates (ranging from 7.75% to 9.25%
at December 31, 1996) 417 63
Standby letters of credit 476 622
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. 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 drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation. Collateral held varies but may include accounts receivable,
inventory, property and equipment, and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.
The Company and subsidiary are also subject to claims and lawsuits which arise
primarily in the ordinary course of business. It is the opinion of management
that the disposition or ultimate resolution of such claims and lawsuits will not
have a material adverse effect on the consolidated financial position of the
Company.
> Restriction on Dividends
The Office of Thrift Supervision ("OTS") regulations provide that savings
associations which meet fully phased-in capital requirements and are subject
only to "normal supervision" may pay out, as a dividend, 100 percent of net
income to date over the calendar year and 50 percent of surplus capital existing
at the beginning of the calendar year without supervisory approval, but with 30
days prior notice to the OTS. Any additional amount of capital distributions
would require prior regulatory approval. Savings associations meeting current
minimum capital requirements but not fully phased-in standards, may, with 30
days prior notice but without prior approval, distribute up to 75 percent of net
income if they meet the risk-based requirement on January 1, 1993. Savings
associations failing to meet current capital standards may only pay dividends
with supervisory approval.
At the time of conversion, a liquidation account was established in an amount
equal to the Bank's net worth as reflected in the latest statement of condition
used in its final conversion offering circular. The liquidation account is
maintained for the benefit of eligible deposit account holders who maintain
their deposit account in the Bank after conversion. In the event of a complete
liquidation, and only in such event, each eligible deposit account holder will
be entitled to receive a liquidation distribution from the liquidation account
in the amount of the then current adjusted sub account balance for deposit
accounts then held, before any liquidation distribution may be made to
stockholders. Except for the repurchase of stock and payment of dividends, the
existence of the liquidation account will not restrict the use or application of
net worth. The initial balance of the liquidation account was $15,950,000.
> Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate actions by the regulatory agencies that, if undertaken, could have a
material effect on the Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective actions, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.
At December 31, 1996, management of the Bank believes that it meets all capital
adequacy requirements to which it is subject. The most recent notification from
the regulatory agency categorized the Bank as well capitalized under the
regulatory framework for prompt corrective actions. There have been no
conditions or events since that notification that management believes have
changed this categorization.
The Bank's actual and required capital amounts and ratios are as follows:
1996
--------------------------------------------------------
Required for To Be Well
Actual Adequate Capital* Capitalized*
--------------------------------------------------------
December 31 Amount Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------
Total risk-based capital*
(to risk-weighted assets) $ 25,112 34.1% $ 5,887 8.0% $ 7,359 10.0%
Core capital* (to adjusted
tangible assets) 24,743 19.2 5,150 4.0 7,725 6.0
Core capital* (to adjusted
total assets) 24,743 19.2 5,150 4.0 6,438 5.0
*As defined by regulatory agencies
The Bank's tangible capital at December 31, 1996 was $24,743,000, which amount
was 19.2 percent of tangible assets and exceeded the required ratio of 1.5
percent.
> Employee Stock Ownership Plan
In connection with the conversion, the Bank formed an ESOP for eligible
employees. The ESOP borrowed $1,642,200 from the Company and used the funds to
acquire 164,220 shares of the Company's common stock at $10 per share.
The ESOP covers employees who complete at least twelve consecutive months of
service for the Bank during which the employee performs at least 1,000 hours of
service. A participant is 100% vested after seven years of credited service.
The ESOP shares are held in trust and allocated to ESOP participants based on
the interest and principal payments made by the ESOP on the loan from the
Company. The loan is secured by shares purchased with the loan proceeds and
will be repaid by the ESOP with funds from the Company's discretionary
contributions to the ESOP and earnings on ESOP assets. Dividends on unallocated
ESOP shares will be applied to reduce the loan. Principal payments are
scheduled to occur in even annual amounts over a seven year period. However, in
the event Company contributions exceed the minimum debt service requirements,
additional principal payments will be made.
During the period ended December 31, 1996, 32,975 shares of stock with an
average fair value of $13.81 were committed to be released, resulting in ESOP
compensation expense of approximately $455,000. During the year ended September
30, 1995, 17,679 shares of stock with an average fair value of $11.67 were
committed to be released, resulting in ESOP compensation expense of $206,000.
The following table reflects the shares held by the plan:
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Shares earned by participants 50,654 17,679
Shares distributed to participants (4,082) --
Unallocated shares 113,566 146,541
-----------------------
Total ESOP shares 160,138 164,220
=======================
Fair value of unallocated shares $ 1,682 $ 1,960
=======================
The Board of Directors of the Company may direct payment of cash dividends on
shares allocated to participants to be paid in cash to the participants or to be
credited to participant accounts and invested.
> Incentive Plan
In February 1996, the Company adopted a stock-based compensation program which
provides for the granting of stock of the Company and options to purchase stock
of the Company (the "Incentive Plan.")
The Incentive Plan covers key employees and directors and is authorized to
acquire and grant 82,110 shares of the Company's common stock or 4% of the
shares issued in the Company's initial public offering. Participants in the
Incentive Plan vest at a rate of 20% per year commencing one year after the date
such shares are granted. As of December 31, 1996, 80,528 shares authorized
under the plan had been granted. None of these shares have been distributed,
nor were any forfeited during 1996. For the period ended December 31, 1996,
$210,000 was recorded as compensation expense under the plan.
Under the Incentive Plan, which is accounted for in accordance with APB No. 25,
Accounting for Stock Issued to Employees, and related interpretations, the
Company also grants directors, selected executives and other key employees stock
option awards which vest at a rate of 20% per year commencing one year after the
date the shares are granted. The Incentive Plan provides that in the event of a
change in control or death or disability, all unvested options will be
immediately exercisable. During 1996, the Company authorized the grant of
options for up to 205,275 shares of the Company's common stock or 10% of the
shares issued in the Company's initial public offering. The options expire ten
years from the date of grant. During 1996, the Company granted 193,319 options
at an exercise price of $14.00 per share. The exercise price of each option was
equal to the market price of the Company's stock on the date of grant;
therefore, no compensation expense was recognized. No options were exercisable,
forfeited or expired at December 31, 1996 or for the period then ended. The
options outstanding at December 31, 1996 have a weighted average exercise price
of $14.00 and a weighted average contractual maturity of 9.1 years.
Although the Company has elected to follow APB No. 25, SFAS No. 123 requires pro
forma disclosures of net income and earnings per share as if the Company had
accounted for its stock options under that Statement. The fair value of each
option grant was estimated on the grant date using an option-pricing model with
the following assumptions:
1996
----------
Risk-free interest rates 7.00%
Dividend yields 2.50%
Volatility factors of expected market price of common stock 2.00%
Weighted-average expected life of the options 9 years
Under SFAS No. 123, compensation cost would be recognized in the amount of the
estimated fair value of the options and amortized to expense over the options'
vesting period. The weighted average fair value of options granted during 1996
was $4.37 per option. The pro forma effect on net income and earnings per share
of this statement are as follows:
1996
------------
Net income As reported $ 534
Pro forma 458
Per share data:
Assuming no dilution As reported $ 0.29
Pro forma 0.25
Assuming full dilution As reported $ 0.27
Pro forma 0.23
> Pension Plan
Effective January 31, 1995, the Bank terminated its contributory defined-
contribution pension plan in which all employees were eligible to participate
after they had completed a year of employment and met other eligibility
requirements. Therefore, pension expense was zero for 1996 and $54,000 for
1995. In 1995, the Bank's contribution equaled 15% of participant's base
earnings and were paid as accrued. Forfeitures were allocated to remaining
participant accounts.
> Postretirement Plan
The Company sponsors a postretirement plan that covers both salaried and non
salaried employees. The plan provides postretirement health care coverage to
eligible retirees. An eligible retiree is an employee who retires from the
Company on or after attaining age 63 1/2 and has completed at least 15 years of
service, or an employee who retires at any age after 25 years of service, or an
employee hired before July 13, 1992 who retires at age 63 1/2 with 10 years of
service. The age requirement of 63 1/2 will be waived for an employee who has
completed 15 years of service and becomes disabled and is unable to work.
The Company continues to fund benefit costs on a pay-as-you go basis, and, for
the fifteen months ended December 31, 1996 and the year ended September 30, 1995
the Company made benefit payments totaling $13,000 and $16,000. The following
table sets forth the plan's funded status, and amounts recognized in the
consolidated balance sheet.
December 31 and September 30 1996 1995
- --------------------------------------------------------------------------------
Accumulated postretirement benefit obligation
Retirees $ 62 $ 51
Fully eligible active plan participants 11 37
Other active plan participants 50 107
-----------------------
123 195
Plan assets at fair value -- --
-----------------------
Accumulated postretirement benefit obligation
in excess of plan assets (123) (195)
Prior service cost not yet recognized in net
periodic postretirement benefit cost -- --
Unrecognized net (gain) loss from past experience different
from that assumed and from changes in assumptions (97) 6
Unrecognized transition obligation 149 159
-----------------------
$ (71) $ (30)
=======================
Components of net periodic postretirement cost
Service cost - benefits attributed to
service during the period $ 20 $ 13
Interest cost on accumulated postretirement
benefit obligation 19 13
Actual return on plan assets -- --
Net amortization and deferral 10 8
-----------------------
Net periodic postretirement benefit cost $ 49 $ 34
=======================
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 9 percent, gradually declining to 6
percent in 1999. The weighted average discount rate used in determining the
accumulated postretirement benefit obligation was 8 percent for both periods.
If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefit obligation as of December 31, 1996 would have
increased by 28%. The effect of this change on the sum of the service cost and
interest would be an increase of 9%.
The Company adopted SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other than Pensions, during the year ended September 30, 1995.
> Deferred Compensation
The Company has a deferred compensation plan for its directors whereby each
director may elect to defer his annual fees. For the periods ended December 31,
1996 and September 30, 1995, expense related to this plan was $30,000 and
$38,000, respectively, with payouts equaling $17,000 and $16,000, respectively.
> Fair Values of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:
Cash and Cash Equivalents -- The fair value of cash and cash equivalents
approximates carrying value.
Interest-bearing Time Deposits -- The fair value of interest-bearing time
deposits approximates carrying value.
Investment Securities -- Fair values are based on quoted market prices.
Loans -- For both short-term loans and variable-rate loans that reprice
frequently and with no significant change in credit risk, fair values are based
on carrying values. The fair values for certain mortgage loans, including one-
to-four family residential, are based on quoted market prices of similar loans
sold in conjunction with securitization transactions, adjusted for differences
in loan characteristics. The fair value of other loans is estimated using
discounted cash flow analyses using interest rates currently being offered for
loans with similar terms to borrowers of similar credit quality.
Interest Receivable/Payable -- The fair values of interest receivable/payable
approximate carrying values.
Federal Home Loan Bank stock -- Fair value of Federal Home Loan Bank stock is
based on the price at which it may be resold to the Federal Home Loan Bank.
Deposits -- The fair values of noninterest-bearing demand, interest-bearing
demand and savings accounts are equal to the amount payable on demand at the
balance sheet date. Fair values for fixed-rate certificates of deposit are
estimated using a discounted cash flow calculation that applies interest rates
currently being offered on certificates to a schedule of aggregated expected
monthly maturities on such time deposits.
Off-Balance Sheet Commitments -- Commitments include commitments to purchase and
originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature. The fair value of
such commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing.
The Company adopted SFAS NO. 107, Disclosures about Fair Value of Financial
Instruments, on October 1, 1995. The estimated fair values of the Company's
financial instruments are as follows:
1996
-----------------------
Carrying Fair
December 31 Amount Value
- --------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 26,410 $ 26,410
Interest-bearing time deposits 2,000 2,000
Investment securities held to maturity 3,400 3,396
Loans, net 91,443 93,007
Interest receivable 807 807
Federal Home Loan Bank stock 454 454
Cash surrender value of life insurance 185 185
Liabilities
Deposits 100,714 100,635
Interest payable 34 34
Off-balance sheet assets
Commitments to extend credit 0 0
Standby letters of credit 0 0
GREAT AMERICAN BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
(Table dollar amounts in thousands, except per share data)
Great American Bancorp, Inc. (the "Company") is based in central Illinois and
was organized on February 23, 1995 for the purpose of acquiring all of the
capital stock of First Federal Savings Bank of Champaign-Urbana (the "Bank")
upon conversion of the Bank from the mutual to the stock form of organization.
This conversion was completed on June 30, 1995. The Company sold 2,052,750
shares of common stock in the initial public offering at $10 per share. The
Company purchased 100% of the outstanding capital stock of the Bank using 50% of
the $19.36 million in net proceeds generated from the initial offering.
The Company conducts no significant business other than through the Bank. The
Bank has a wholly owned subsidiary, Park Avenue Service Corporation ("PASC"),
which provides securities brokerage services through a third-party
broker-dealer, Scout Brokerage Services, Inc. , and also engages in the sale of
fixed rate tax deferred annuities, and real estate development ventures. All
references to the Company include the Bank and its subsidiary PASC, unless
otherwise indicated. References to the Company prior to June 30, 1995 are to
the Bank and PASC on a consolidated basis.
In November, 1995, the Company's Board of Directors voted to change the
Company's fiscal year end from September 30 to December 31. Accordingly, the
following discussion analyzes the results of operations for the fifteen months
ended December 31, 1996 compared to the twelve months ended September 30, 1995
and the financial position as of December 31, 1996 to the financial position as
of September 30, 1995. Fluctuations in the results of operations that are
significant only because of the additional quarter in the period ended December
31, 1996 have not be discussed. All references to percentage changes in income
or expense items have been annualized.
Results of Operations
The Company recorded net income of $534,000 or $0.29 per share for the fifteen
months ended December 31, 1996 compared to $753,000, or $0.40 per share, for the
fiscal year ended September 30, 1995. Net income declined in the period ended
December 31, 1996 primarily due to a reduction in noninterest income and an
increase in noninterest expense which mainly resulted from nonrecurring items.
The provision for loan losses and income tax expense were also higher in the
period ended December 31, 1996 compared to fiscal 1995. Net interest income
increased in the period ended December 31, 1996 from the amount recorded for
fiscal 1995.
The Company recorded two significant nonrecurring items in the period ended
December 31, 1996: a one-time special deposit insurance assessment totaling
$572,000, or $350,000 net of taxes, and a loss on the sale of securities
totaling $127,000, or $78,000 net of taxes. Also, in fiscal 1995 the Company
recorded a $193,000 gain, or $118,000 net of taxes, from the sale of the Bank's
previous main banking facility. The following chart summarizes net income prior
to these nonrecurring items:
Period Ended December 31 and September 30 1996 1995
- -------------------------------------------------------------------------------
Net income $ 534 $ 753
Special deposit assessment (net of taxes) 350 -
Loss on sale of securities (net of taxes) 78 -
Gain on sale of premises and equipment (net of taxes) -- (118)
----------------------
Net income exclusive of nonrecurring items $ 962 $ 635
======================
Net income exclusive of
nonrecurring items (annualized) $ 770 $ 635
======================
Earnings per share, exclusive of
nonrecurring items (annualized):
Assuming no dilution $ 0.42 $ 0.34
======================
Assuming full dilution $ 0.38 $ 0.31
======================
Return on average assets, exclusive of
nonrecurring items (annualized) .64% .58%
======================
Return on average equity, exclusive of
nonrecurring items (annualized) 2.34% 3.07%
======================
The $962,000 in net income excluding nonrecurring items for the period ended
December 31, 1996 represents a 21.3% increase on an annualized basis over the
fiscal year 1995 net income excluding nonrecurring items.
SAIF Assessment
On September 30, 1996, the Deposit Insurance Funds Act of 1996 was enacted which
required the Federal Deposit Insurance Corporation ("FDIC") to impose a one-time
special assessment on deposits held by savings and loan institutions that are
insured through the Savings Association Insurance Fund ("SAIF"). The special
assessment was equal to $0.657 per $100 of insured deposits and was required to
be applied against SAIF-assessable deposits held as of March 31, 1995. The
charge to the Company for this one-time assessment, which was paid to the FDIC
in November 1996, was $572,000.
Beginning in 1997, SAIF insured institutions will have the same risk-based
assessment schedule as Bank Insurance Fund ("BIF") members - 0 to 27 basis
points per $100 of insured deposits. The previous SAIF assessment range was 23
to 31 basis points per $100 of insured deposits. In addition, SAIF assessed
institutions will also be billed an additional 6.48 basis points for payments on
the Financing Corporation ("FICO") obligation. BIF members will pay 1.296 basis
points toward the FICO bonds. Because the Company currently is in the lowest
risk classification, the Company expects to pay only the 6.48 basis points FICO
payment. Based on deposit levels at December 31, 1996, the total assessment for
1997 will be approximately $60,000, a reduction of about $140,000 or $85,000 net
of taxes, from the premium assessed for calendar 1996, exclusive of the special
assessment.
Because the SAIF premiums will be comparable to the BIF premiums, SAIF
institutions, such as the Company, will no longer be at a substantial
disadvantage to BIF members with respect to the pricing of loans and deposits
and the ability to achieve lower operating costs.
Loss on Sale of Securities
During the fourth quarter of 1996, the Company also recorded a loss of $127,000,
$78,000 net of taxes, on the sale of $6.0 million of adjustable rate mortgage
mutual funds. These funds had been accounted for as available for sale, with an
unrealized loss recorded as a reduction of total stockholders' equity. The sale
of these securities, therefore, had no effect on total stockholders' equity.
The Company sold the securities in response to declining interest rates toward
the end of 1996 and intends to use the proceeds from the sale to fund loans and
to purchase fixed term investment securities, primarily U.S. Treasury and Agency
securities.
Net Interest Income
The most significant component of the Company's net income is net interest
income, the difference between interest income generated from loans, investment
securities and interest-earning demand and time deposits, and interest expense
recorded on deposits and other interest-bearing liabilities. Net interest
income was $6.77 million for the fifteen months ended December 31, 1996,
compared to $4.69 million for fiscal year 1995, an annualized increase of 15.5%.
Interest Income - Interest income was $10.81 million for the period ended
December 31, 1996 versus $7.68 million for fiscal year 1995, an annualized
increase of 12.6%. This increase was primarily due to growth in loans and an
increase in average short-term investments.
Average loans increased from $76.22 million in fiscal 1995 to $83.50 million in
the period ended December 31, 1996, an increase of $7.28 million or 9.6%. The
majority of this growth was in one-to four-family mortgage loans, commercial
real estate loans and consumer loans. Average total one-to four-family mortgage
loans increased $3.94 million, average total commercial real estate loans
increased $1.74 million, and average total consumer loans grew $1.65 million
during the fifteen months ended December 31, 1996. Management has implemented
various marketing and advertising efforts during 1995 and 1996 designed to
increase loans in all loan categories, including a more aggressive direct
marketing strategy, employee referral programs, and special rate consumer loan
promotions. However, even though the Company is seeking to grow loans, the
Company sold $3.5 million in fixed rate one-to four-family mortgage loans in the
last quarter of calendar year 1995 and during the first few months of calendar
year 1996 due to a decline in interest rates during this period.
Average short-term investments increased from $11.58 million in fiscal 1995 to
$17.59 million for the period ended December 31, 1996, an increase of $6.01
million or 51.9%. This increase resulted from the $15.12 million in net cash
generated from the Company's stock offering which was completed on June 30,
1995: $20.53 million of gross proceeds, less $1.17 million in underwriting and
other expenses of the offering, less $1.64 million related to shares purchased
by the Bank's Employee Stock Ownership Plan ("ESOP") through a loan from the
holding company, and less approximately $2.60 million in proceeds from stock
sales which came from existing customer deposits. During the period ended
December 31, 1996, the increase in average short-term investments which resulted
from the initial stock offering was partially reduced due to funding loan
growth, dividends paid of $907,000, treasury stock purchased of $2.88 million,
and funds contributed to the Company's Incentive Plan of $1.19 million for the
purchase price of 82,110 shares of Company Stock.
The average yield on interest-earning assets decreased from 7.92% for the year
ended September 30, 1995 to 7.89% for the period ended December 31, 1996,
primarily the result of a general decline in interest rates during 1995 and in
the beginning of 1996.
Interest Expense - Interest expense increased from $3.00 million in fiscal 1995,
to $4.04 million for the fifteen months ended December 31, 1996, an annualized
increase of 7.7%, with most of the increase attributable to increases in rates
and average balances of certificates of deposits, offset by a reduction in the
volume of other interest-bearing deposits. This increase resulted partly from a
shift in the mix of deposits from lower rate passbook savings and insured money
market accounts to higher rate, longer term certificates of deposit. Also
offering rates on certificates of deposit, specifically certificates with
maturities ranging from one year to 30 months, were higher during 1996. Average
passbook savings deposits decreased from $18.39 million in fiscal 1995 to $15.99
million in the period ended December 31, 1996, and average insured money market
accounts declined from $8.51 million to $6.59 million. Average certificate of
deposits increased from $43.75 million in fiscal 1995 to $47.22 million in the
period ended December 31, 1996.
Although average total interest-bearing deposits for the period ended December
31, 1996 of $82.36 million did not change significantly from the level sustained
during fiscal 1995 of $82.70 million, total interest-bearing deposits at
December 31, 1996 of $96.46 million was $19.21 million, or 24.9%, higher than
the $77.25 million balance of total interest-bearing deposits on September 30,
1995. The average balance of total interest-bearing deposits for the period
ended December 31, 1996 did not change significantly from the average for fiscal
1995 due partly to a decline in interest-bearing deposits from $85.61 million on
September 30, 1994 to $77.25 million on September 30, 1995, or $8.36 million.
Also, approximately $10.0 million of the growth in interest-bearing deposits in
the period ended December 31, 1996 occurred in the last quarter of 1996.
The average cost of certificates of deposit increased from 4.87% in 1995 to
5.35% for the period ended December 31, 1996. The Bank targeted the one year to
30 month certificate categories with several promotions during 1996 in order to
attract new customers and to retain customers with maturing deposits. Interest
rates on short-term money market accounts, NOW accounts, and savings deposits
during the period ended December 31, 1996 were unchanged from the levels
maintained during fiscal 1995. The total cost of interest-bearing liabilities
increased from 3.57% for the year ended September 30, 1995 to 3.89% for the
period ended December 31, 1996.
Net interest income of $4.69 million in fiscal 1995 increased $407,000, or
10.2%, from the $4.28 million recorded for fiscal 1994. Interest income
increased $660,000, or 9.4%, from $7.02 million in fiscal 1994 to $7.68 million
in fiscal 1995 due to growth in loans and higher yields on most interest-earning
assets. Interest expense of $3.00 million in 1995 was $253,000, or 9.2%, higher
than the $2.74 million reported in fiscal 1994 due primarily to rising interest
rates during calendar year 1994 and in the beginning of calendar year 1995 which
caused an increase in the average cost of certificates of deposit.
Average Balance Sheet The following table presents the average balance sheet
for the Company for the fifteen months ended December 31, 1996, and the fiscal
years ended September 30, 1995 and 1994, the interest on interest-earning assets
and interest-bearing liabilities and the related average yield or cost. The
yields and costs are derived by dividing income or expense by the average
balance of assets or liabilities, respectively, for the periods shown except
where noted otherwise. Average balances for the periods ended December 31, 1996
and September 30, 1995 are derived from average daily balances, while the
average balances for fiscal year 1994 is derived from averaging month-end
balances. Management does not believe averaging month-end balances instead of
using average daily balances has caused a material difference in the information
presented. The yields and costs include fees which are considered adjustments
to yields. The average yields and costs for the period ended December 31, 1996
were adjusted to reflect annualized percentages.
<TABLE>
<CAPTION>
Consolidated Average Balance Sheet
Period Ended
----------------------------------------------------------------------------------
December 31, 1996 (1) September 30, 1995 September 30, 1994
-------------------------- ------------------------- --------------------------
Average Average Average
Average Yield/ Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost Balance Interest Cost
------- -------- ------- ------- -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Interest-bearing demand deposits $ 4,604 $ 293 5.07% $ 3,676 $ 196 5.33% $ 10,326 $ 339 3.28%
Federated Liquid Cash Fund 12,983 881 5.41 7,902 443 5.61 5,000 181 3.62
Interest-bearing time deposits 179 12 5.34 827 41 4.96 2,108 80 3.80
Investment securities, net (2) 7,488 557 5.93 7,994 473 5.92 9,993 426 4.26
Loans, net (3) 83,499 9,024 8.61 76,218 6,503 8.53 70,957 5,969 8.41
FHLB stock 465 40 6.86 432 28 6.48 472 29 6.14
--------------------------------------------------------------------------------------
Total interest-earning assets 109,218 10,807 7.89% 97,049 7,684 7.92% 98,856 7,024 7.11%
Noninterest-earning assets 11,716 12,310 9,230
--------------------------------------------------------------------------------------
Total assets $120,934 $109,359 $108,086
======================================================================================
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Insured money market deposits $ 6,590 $ 166 2.01% $ 8,509 $ 168 1.97% $ 11,614 $ 276 2.38%
Savings deposits 15,991 400 1.99 18,388 364 1.98 19,752 448 2.27
NOW and other demand deposits 12,552 272 1.73 12,054 207 1.72 13,648 239 1.75
Certificates of deposit 47,223 3,168 5.35 43,752 2,132 4.87 42,115 1,522 3.61
--------------------------------------------------------------------------------------
Total deposits 82,356 4,006 3.88 82,703 2,871 3.47 87,129 2,485 2.85
FHLB advances and other 416 36 6.90 1,202 126 10.48 2,344 259 11.05
--------------------------------------------------------------------------------------
Total interest-bearing
liabilities 82,772 4,042 3.89% 83,905 2,997 3.57% 89,473 2,744 3.07%
Noninterest-bearing liabilities 5,272 4,765 3,308
--------------------------------------------------------------------------------------
Total liabilities 88,044 88,670 92,781
Stockholders' equity 32,890 20,689 15,305
--------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $120,934 $109,359 $108,086
======================================================================================
Net interest rate spread (4) $ 6,765 4.00% $ 4,687 4.35% $ 4,280 4.04%
======================================================================================
Net interest margin (5) 4.94% 4.83% 4.33%
======================================================================================
Ratio of interest-earning assets to
interest-bearing liabilities 131.95% 115.67% 110.49%
======================================================================================
</TABLE>
(1) Represents a fifteen-month period as a result of the Company's change in
fiscal year from September 30 to December 31, which occurred in November,
1995.
(2) Includes securities available for sale and unamortized discounts and
premiums.
(3) Amount is net of deferred loan fees, loan discounts and premiums, loans in
process, allowance for loan losses and nonperforming loans.
(4) Net interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of average interest-bearing
liabilities.
(5) Net interest margin represents net interest income divided by average
interest-earning assets.
Rate/Volume Analysis - The following table presents the extent to which changes
in interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities have affected the Bank's interest income and
expense during the periods indicated. Information is provided in each category
with respect to: (i) changes attributable to changes in volume (changes in
volume multiplied by prior rate); (ii) changes attributable to the combined
impact of volume and rate have been allocated proportionately to the changes due
to volume and the changes due to rate. The interest income and interest expense
amounts for the fifteen months ended December 31, 1996 were annualized in order
to be comparable to interest income and interest expense for the fiscal years
ended September 30, 1995 and 1994.
<TABLE>
<CAPTION>
Period Ended Year Ended
December 31, 1996 September 30, 1995
Compared to Compared to
Year Ended Year Ended
September 30, 1995 September 30, 1994
-------------------------- --------------------------
Increase Increase
(Decrease) (Decrease)
Due to Due to
----------------- -----------------
Volume Rate Net Volume Rate Net
-------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-bearing demand deposits $ 48 $ (9) $ 39 $ (288) $ 145 $ (143)
Federated Liquid Cash Fund 276 (14) 262 135 127 262
Interest-bearing time deposits (35) 3 (32) (59) 20 (39)
Investment securities, net (30) 3 (27) (96) 143 47
Loans, net 628 88 716 448 86 534
FHLB stock 2 2 4 (3) 2 (1)
---------------------------------------------------------
Total interest-earning assets 889 73 962 137 523 660
---------------------------------------------------------
Interest-bearing liabilities:
Insured money market deposits (39) 3 (36) (66) (42) (108)
Savings deposits (48) 4 (44) (30) (54) (84)
NOW and other demand deposits 9 2 11 (27) (5) (32)
Certificates of deposit 177 226 403 61 549 610
FHLB advances and other (64) (33) (97) (120) (13) (133)
---------------------------------------------------------
Total interest-bearing
liabilities 35 202 237 (182) 435 253
---------------------------------------------------------
Net change in net interest
income $ 854 $(129) $ 725 $ 319 $ 88 $ 407
=========================================================
</TABLE>
Provision for Loan Losses
The provision for loan losses for the period ended December 31, 1996 was
$325,000, compared to $132,000 for fiscal 1995. The increased provision in
1996, which included a special provision of $50,000 recorded in the fourth
quarter, reflects management's analysis of the Bank's loan portfolio. In
Particular, management considered the increase in non-performing loans and
increased charge-off activity in 1996 and reviewed potential problem loans.
Total charge-offs for the period ended December 31, 1996 totaled $186,000,
compared to $126,000 for fiscal 1995. Approximately $145,000 in charge-offs in
1996 related to loans to two commercial customers in different service
industries. The ratios of the Company's allowance for loan losses to total
loans and allowance for loan losses to non-performing loans were 0.41% and
211.3%, respectively, at December 31, 1996, compared to 0.29% and 160.4%,
respectively, at September 30, 1995.
Noninterest Income
Noninterest income for the period ended December 31, 1996 was $641,000 compared
to $803,000 for 1995. The 1996 amount is net of the realized loss on the sale
of securities of $127,000, and the 1995 amount also includes the gain of
$193,000 recorded on the sale of the Bank's prior main banking facility. This
building was sold during the first quarter of fiscal 1995 in connection with the
Bank's constructing and opening a new main banking facility. If noninterest
income was adjusted for these two nonrecurring items, noninterest income for the
period ended December 31, 1996 would have been $768,000, compared to $610,000
for fiscal 1995, an annualized increase of less than 1%.
Income from PASC's joint venture declined from $57,000 in fiscal 1995 to $51,000
for the period ended December 31, 1996 due to fewer lot sales. Substantially
all of the lots in the joint venture have been sold. Commission income declined
from $71,000 in fiscal 1995 to $32,000 for the period ended December 31, 1996,
due to reduced sales of tax-deferred annuities as other longer-term savings
rates became more attractive. The loss in commission income from the sale of
tax deferred annuities was partially offset by commission income generated from
PASC's securities brokerage services which became operative in late 1996. Other
customer fees increased from $38,000 in fiscal 1995 to $79,000 for the period
ended December 31, 1996, mainly due to ATM fees resulting from the Company's
purchase of five additional machines during the period and safety deposit box
rental income. Net gains recorded from loan sales increased from $8,000 in
fiscal 1995 to $30,000 for the period ended December 31, 1996 due to the
increased volume of sales. Other income increased from $13,000 in fiscal 1995
to $41,000 for the period ended December 31, 1996 due to recording a $21,000
gain on mortgage servicing rights in 1996 with no corresponding amount recorded
in 1995. This gain was recorded in conjunction with the Company's adoption
during the period ended December 31, 1996 of Statement of Financial Accounting
Standards No. 122 "Accounting for Mortgage Servicing Rights", which requires
rights to service mortgage loans for others be recorded as an asset.
Noninterest Expense
Noninterest expense for the period ended December 31, 1996 was $6.10 million
compared to $4.10 million for fiscal year 1995. The 1996 amount includes the
one-time SAIF special deposit insurance assessment of $572,000. If noninterest
expense was reduced by the one-time special deposit insurance assessment,
noninterest expense for the period ended December 31, 1996 would have been $5.53
million, an increase of $1.43 million or 7.8% on an annualized basis. The
increase for the period ended December 31, 1996 compared to fiscal 1995 was
primarily in compensation and employee benefits expense, equipment expenses,
legal and professional fees, and other expenses offset by a decrease in
directors fees.
Compensation and employee benefits expense was $765,000 higher or 10.2% higher
on an annualized basis for the period ended December 31, 1996 compared to fiscal
1995. This increase was primarily due to the recording of $210,000 of expense
related to the Company's incentive plan adopted in February, 1996 and $455,000
in compensation expense relating to the ESOP versus $206,000 recorded for the
ESOP in fiscal 1995. Equipment expenses totaling $306,000 were 11.8% higher on
an annualized basis for the period ended December 31, 1996 compared to the
$219,000 recorded for fiscal 1995, due mainly to depreciation expense resulting
from the purchase during 1996 of five additional ATM machines, an upgraded phone
system, and various computers and related equipment.
Legal and professional expenses were $250,000 for the period ended December 31,
1996, $171,000 higher than the $79,000 recorded for fiscal year 1995, due to
fees related to the Company operating as a publicly-held entity and savings and
loan holding company and fees related to trust arrangements for the Company's
various benefit plans. Other expenses were $419,000 for the period ended
December 31, 1996 versus $252,000 for fiscal 1995, an increase of 33.0% on an
annualized basis. The expenses that were higher for the period ended December
31, 1996 included franchise taxes and annual report expenses, offset by lower
travel and entertainment expenses.
Directors fees were $159,000 in the period ended December 31, 1996 compared to
$194,000 in fiscal 1995. Beginning in January, 1996, both the Company and the
Bank implemented monthly Board of Director fees of $500 per director. Previous
to January, 1996, all directors received a fee of $1,000 for each meeting of the
Board of Directors and a fee of $200 for each committee meeting attended with
the exception of the Loan Committee members, who received $400 per month. The
Bank also reduced the Chairman's monthly fee from $1,500 to $500 beginning in
January, 1996.
Income Tax Expense
Total income tax expense was $446,000 for the period ended December 31, 1996
compared to $501,000 for fiscal 1995, a decrease of 28.8% on an annualized
basis. The decrease in income tax expense primarily reflects the reduction in
taxable income for the period ended December 31, 1996. The effective tax rates
for the periods ended December 31, 1996 and September 30, 1995 were 45.5% and
40.0%, respectively. The higher effective tax rate for the period ended
December 31, 1996 is due to the nondeductible portion of total ESOP compensation
expense which was $144,000 for the period ended December 31, 1996 versus $35,000
in fiscal 1995. The amount of ESOP compensation expense which is nondeductible
is equal to total ESOP compensation expense less the principal payments made on
the ESOP loan.
Financial Condition
Total consolidated assets of the Company increased $16.17 million or 13.9% to
$132.37 million as of December 31, 1996 from $116.20 million at September 30,
1995. The growth in assets occurred primarily in cash and cash equivalents,
which increased $4.09 million, interest-bearing time deposits which were $2.0
million higher at December 31, 1996 and loans, which grew by $14.17 million,
offset by a reduction in total investment securities of $3.83 million.
Cash and cash equivalents and interest-bearing time deposits were higher at
December 31, 1996 due to deposit growth in excess of loan growth of
approximately $5.67 million and proceeds of $5.87 million received from the sale
of the adjustable rate mortgage mutual funds in late 1996, offset by security
purchases net of maturities of $2.0 million, dividends paid of $907,000,
treasury stock purchased totaling $2.88 million and stock purchased for the
incentive plan of $1.19 million.
In November, 1995, a $1.0 million U.S. Treasury security held as of September
30, 1995 matured. During 1996, the Bank purchased $4.0 million in U.S. Treasury
and callable U.S. Agency securities, designating these securities as held to
maturity. One of these securities, totaling $1.0 million was called in
November, 1996. The U.S. Treasury and Agency securities held as of December 31,
1996 mature in varying dates from 1997 to 1999 and have a weighted average yield
of 6.12%. At December 31, 1996, the Company also held $400,000 in municipal
securities which were purchased in fiscal 1995 and mature in various years from
1997 to 2001. The weighted average yield on the municipal securities, which are
exempt from federal income taxes, is 4.49%.
The growth in loans from September 30, 1995 to December 31, 1996 was primarily
in one-to four-family and multifamily residential mortgage loans and
construction loans, offset by a decline in commercial real estate loans. One-
to four-family residential loans increased $9.99 million or 23.9%, multifamily
mortgage loans increased $3.71 million or 64.7%, and construction loans
increased by $2.08 million or 287.7%, while commercial real estate loans
declined by $1.40 million or 12.5% from September 30, 1995 to December 31, 1996.
Company management implemented various strategies during the period ended
December 31, 1996 which were designed to promote loan growth, including a more
aggressive direct marketing program, employee referral campaigns, and special
rate promotions. The decline in commercial real estate loans was due to one
loan totaling $2.2 million which was repaid in December, 1996. The Company sold
$3.5 million in fixed rate residential loans during late 1995 and early 1996 due
to a decline in interest rates during this period. The Company sold $741,000 in
loans during the latter part of fiscal year 1995.
Company management and the Board of Directors perform ongoing reviews of the
loan portfolio in order to identify nonperforming loans and potential problem
loans and to evaluate the adequacy of the allowance for loan losses. The Bank
utilizes an internal asset classification system similar to that used by the
Office of Thrift Supervision, the Bank's primary regulator, to classify assets.
The Bank classifies nonperforming loans and potential problem loans and other
assets as "Substandard," "Doubtful," "Loss," or "Watch" assets. An asset is
considered Substandard if it is inadequately protected by the current net worth
and paying capacity of the borrower or of the collateral pledged, if any.
Substandard assets include those characterized by the distinct possibility that
the Bank will sustain some loss if the deficiencies are not corrected. Assets
classified as Doubtful have all of the weaknesses inherent in those classified
as Substandard with the added characteristic that the weaknesses present make
collection or liquidation in full, on the basis of currently existing facts and
conditions, highly questionable and improbable. Assets classified as Loss are
those considered uncollectible and of such little value that their continuance
as assets without the establishment of a specific loss reserve is not warranted.
Assets which do not currently expose the insured institution to sufficient risk
to warrant classification in one of the categories described above but possess
weaknesses are classified as "Watch." Total internally classified assets equals
the sum of nonperforming loans, which are loans past due 90 days or more and non
accruing loans, and potential problem loans.
The allowance for loan losses increased from $231,000 at September 30, 1995 to
$374,000 at December 31, 1996 due to the $325,000 in provision for loan losses
recorded offset by net charge-offs of $182,000. The provision for loan losses
was $193,000 higher than the $132,000 recorded in fiscal year 1995 due to
management's decision to increase the allowance for loan losses due to increases
in nonperforming loans and loans charged off during late 1995 and in 1996 and
due to the level of potential problem loans at December 31, 1996.
Total nonperforming loans were $177,000 at December 31, 1996, compared to
$144,000 at September 30, 1995. All of the nonperforming loans at December 31,
1996 were loans past due 90 days or more. There were no loans on non accrual at
December 31, 1996. Nonperforming loans at December 31, 1996 were comprised of
four residential mortgage loans totaling $53,000, six consumer loans totaling
$67,000, and a commercial loan with one borrower totaling $57,000. These loans
are all substantially secured and therefore are not considered impaired loans at
December 31, 1996.
Total potential problem loans were $2.00 million at December 31, 1996 and
included all impaired loans, which totaled $471,000 at December 31, 1996. The
Company adopted SFAS No. 114 and No. 118, Accounting by Creditors for Impairment
of a Loan and Accounting by Creditors for Impairment of Loan - Income
Recognition and Disclosures on October 1, 1995. Under SFAS No. 114 and No. 118,
a loan is considered impaired when, based on current information and events, it
is probable that a creditor will be unable to collect all amounts due according
to the contractual terms of the loan agreement. If the present value of
expected future cash flows, or in certain instances the observable market price
of the loan or the fair value of the underlying collateral, is less than the
recorded investment in the loan, then the creditor shall recognize an impairment
by adjusting the allowance for loan losses with a corresponding charge to
provision for loan losses. At December 31, 1996, impaired loans were comprised
of loans to four borrowers. The allowance for impaired loans, included in the
Company's allowance for loan losses, was $190,000. Approximately $308,000 of
the total impaired loans related to one borrower, with $211,000 in loans to the
customer's retail business and a $97,000 mortgage on the borrower's personal
residence. This borrower has been habitually past due, but was current at
December 31, 1996. The total impaired allowance on this loan was $60,000.
Impaired loans to another borrower, totaling $95,000 at December 31, 1996, are
secured by various equipment and vehicles. This borrower was also current at
December 31, 1996. The impaired allowance for this loan is $55,000. The
remaining impaired loans, which relate to two separate borrowers, are unsecured
and the impaired allowance equals the principal balance of $68,000 plus accrued
interest of $7,000, or $75,000.
The remaining potential problem loans include loans to one borrower totaling
$861,000. Approximately $118,000 of this total is expected to be paid in full
from the proceeds of the sale of the borrower's business. The remaining loans
are adequately secured by the borrower's personal residence, lots the borrower
is developing for single family homes, a spec house that is for sale, and by
land used for the borrower's business. The eventual repayment of these loans is
expected to come mainly from the sale of the collateral. The Bank has
established a repayment schedule with the borrower to pay interest until the
collateral is sold. The loans were current at December 31, 1996.
Approximately $346,000 in potential problem loans relate to borrowers who own a
retail business in a small community close to Champaign. The loans are secured
by the assets of the business, including the land and building, and by the
personal residence of one of the borrowers. The business and business real
estate are both currently for sale. These loans are also expected to be repaid
from the sale of collateral. The loans were current at December 31, 1996.
Potential problem loans at December 31, 1996 also include personal loans
totaling $173,000 to one borrower that are secured by liquid assets of the
borrower and by the borrower's personal residence. The Bank is currently
working with this borrower to establish an acceptable repayment schedule.
The remaining potential problem loans include loans to a retail business
totaling $74,000 that has experienced cash flow problems in the past and various
small consumer loans for which payments have been delinquent in the past or
where the expected repayment is from the sale of the underlying collateral.
These loans were all current at December 31, 1996.
Total deposits increased $19.84 million or 24.5% from $80.87 million on
September 30, 1995 to $100.71 million on December 31, 1996. The majority of
this increase was in time deposits which increased $18.05 million and NOW
accounts which increased $2.16 million. Time deposits increased primarily in
certificates of deposit with maturities ranging from one to two years. These
categories of certificates increased by $14.70 million. Certificates maturing
in four to eight years also increased by $3.30 million. The growth in time
deposits was due to several certificate of deposit promotions held during the
period ended December 31, 1996. Company management implemented these promotions
in order to provide funding for loans, acquire new customers and retain existing
customers whose deposits were maturing. The growth in NOW accounts was due to
normal seasonal fluctuations; these deposits tend to be higher in December,
compared to September.
Total stockholders' equity decreased from $34.30 million at September 30, 1995
to $30.46 million at December 31, 1996, a decrease of $3.84 million. This
decline resulted from net income of $534,000 plus ESOP and incentive plan shares
earned of $455,000 and $210,000, respectively, and $97,000 from the reduction in
the unrealized loss on securities available for sale, less $1.08 million in
dividends declared, $1.19 million in stock purchased for the incentive plan, and
$2.88 million in treasury stock purchased.
Subsequent to December 31, 1996, the Company completed the repurchase of 5% of
the Company's common stock or 92,630 shares for a total of $1.47 million or
$15.84 per share. The repurchased shares will be held as treasury shares to be
used for general corporate purposes.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, principal and interest
payments on loans, FHLB advances and, to a lesser extent, proceeds from the sale
of loans. While maturities and scheduled amortization of loans are predictable
sources of funds, deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions, and competition. Because of the
proceeds from the initial stock offering which was completed on June 30, 1995,
and the growth in deposits which exceeded loan growth for the period ended
December 31, 1996, the Bank maintained liquidity substantially in excess of the
regulatory required levels during the latter part of 1995 and in 1996. The Bank
is subject to required minimum liquidity ratios as established by the Office of
Thrift Supervision ("OTS"), the Bank's primary regulator. These ratios are
based upon a percentage of deposits and short-term borrowings. The ratio may
vary at the direction of the OTS depending upon economic conditions and deposit
flows and is currently 5%. The Bank's liquidity ratios were 18.87% and 18.16%
at December 31, 1996 and September 30, 1995, respectively. The Company is not
required to maintain a minimum level of regulatory liquidity.
The primary investment activity of the Company is the origination of mortgage
loans, commercial and consumer loans, and the purchase of U.S. Government
securities. During the periods ended December 31, 1996 and September 30, 1995,
the Company originated mortgage loans in the amounts of $35.75 million and
$14.30 million, respectively, commercial loans in the amounts of $15.08 million
and $12.98 million, respectively, and consumer loans in the amounts of $15.68
million and $12.40 million, respectively. Purchases of U.S. Treasury and Agency
securities totaled $4.00 million in the period ended December 31, 1996 and $2.95
million in fiscal 1995. Asset acquisitions during the periods ended December
31, 1996 and September 30, 1995 were primarily funded by deposits, proceeds from
the stock offering, principal repayments on loans and proceeds from the sale of
the adjustable-rate mortgage mutual funds.
A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Company's cash and cash
equivalents ("cash") increased $4.09 million and $9.68 million in the periods
ended December 31, 1996 and September 30, 1995, respectively. Cash increased in
the period ended December 31, 1996 due to net cash provided by operating
activities of $2.10 million and net cash provided by financing activities of
$14.87 million, less cash used in investing activities of $12.88 million. Cash
flows from operating activities included net income of $534,000, proceeds from
sales of loans originated for resale of $3.53 million, and noncash adjustments
to net income including the provision for loan losses of $325,000, depreciation
of $470,000, ESOP compensation expense of $455,000 and incentive plan expense of
$210,000, less $3.50 million in loans originated for resale. Cash provided by
financing activities included the increases in certificates of deposit of $18.05
million and noninterest bearing, interest bearing demand and savings deposit of
$1.79 million, offset by cash used to pay dividends of $907,000, purchase stock
for the incentive plan of $1.19 million and purchase treasury stock of $2.88
million. Cash used in investing activities included the $14.33 million net
increase in loans, which is primarily loan originations net of principal
repayments, the $2.00 million increase in interest-bearing time deposits and the
$4.00 million in security purchases, offset by the $5.87 million in proceeds
from the sale of the adjustable rate mortgage mutual funds and $2.00 million in
security maturities.
Cash increased in fiscal 1995 due to net cash provided by operating activities
of $1.3 million and net cash provided by financing activities of $10.96 million,
less cash used in investing activities of $2.60 million. Cash flows from
operating activities in 1995 came mainly from net income, while cash flows from
financing activities derived primarily from the $17.71 million in proceeds from
the stock offering, net of offering costs. Cash flows from investing activities
included the $2.00 million net change in interest-bearing time deposits and
$4.00 million proceeds received from maturing securities. Cash was primarily
used to fund the $4.94 million net change in loans, to purchase securities of
$3.35 million, to fund the decrease in demand deposits, NOW accounts and savings
deposits of $5.00 million and for the repayment of $2.00 million of FHLB
advances. Proceeds from the sale of the Company's previous main banking
facility totaling $884,000 essentially offset the acquisition of premises and
equipment of $1.11 million. The $1.11 million primarily related to final
construction costs of the Company's new main banking facility.
At December 31, 1996, the Bank exceeded all of its regulatory capital
requirements with tangible capital and core capital both at $24.74 million or
19.2% of total adjusted assets, and risk-based capital of $25.11 million or
34.1% of total risk-weighted assets. The required ratios are 1.5% for tangible
capital, 4.0% for core capital, and 8.0% for risk-weighted capital. See the
accompanying Notes to Consolidated Financial Statements for the Bank's capital
calculations as of December 31, 1996.
The Company's most liquid assets are cash and short-term investments. The
levels of these assets are dependent on the Company's operating, financing,
lending and investing activities during any given period. At December 31, 1996,
cash and cash equivalents and short-term interest-bearing deposits totaled $28.4
million. The Company's future short-term requirements for cash are not expected
to significantly change. However, in the event that the Company should require
funds beyond its ability to generate them internally, additional sources of
funds are available, such as FHLB advances. With no parent company debt and
sound capital levels, the Company has several options for longer-term cash
needs, such as for future expansion and acquisitions.
Management is not aware of any current recommendations or government proposals
which if implemented would have a material effect on the Company's liquidity,
capital resources or operations.
Management of Interest Rate Risk
The principal objective of the Company's interest rate risk management function
is to evaluate the interest rate risk included in certain balance sheet
accounts, determine the level of risk appropriate given the Company's business
focus, operating environment, capital and liquidity requirements and performance
objectives, establish prudent asset concentration guidelines and manage the risk
consistent with Board-approved guidelines. Through such management, the Company
seeks to reduce the vulnerability of its operations to changes in interest rates
and to manage the ratio of interest rate sensitive assets to interest rate
sensitive liabilities within specified maturities or repricing dates. The
Bank's Board of Directors has established an Asset/Liability Committee
consisting of management officers, which is responsible for reviewing the Bank's
asset/liability policies and interest rate risk position. Such committee
generally meets on a quarterly basis, and at other times as dictated by market
conditions, and reports to the Board of Directors after each such meeting. The
Bank's interest rate risk strategy primarily consists of: (i) emphasizing the
attraction and retention of core deposits, which tend to be a more stable source
of funding; (ii) emphasizing the origination of adjustable rate mortgage loan
products and short-term commercial loans, the origination of which is largely
dependent on the market demand for such loans; (iii) when market conditions are
favorable and in consideration of the regulatory requirements relating to
required levels of residential loans which must be maintained by the Bank,
selling fixed-rate one- to four-family mortgage loans; and (iv) investing in
short-term U.S. Government securities. As a traditional thrift lender, the Bank
had a significant amount of its earning assets invested in fixed-rate mortgages
with contractual maturities greater than one year. At December 31, 1996, an
aggregate of $47.49 million, or 35.9% of total assets, were invested in such
assets.
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 1996 which mature or
reprice in the periods shown. Except as stated in the table, the amount of
assets and liabilities shown which reprice or mature during a particular period
were determined in accordance with the earlier of term to repricing or the
contractual maturity.
<TABLE>
Interest Rate Sensitivity
<CAPTION>
At December 31, 1996
Over One Over Three Over Six
Month Months Months
Within Through Through Through
One Three Six Twelve Over One
Month Months Months Months Year Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-bearing deposits (1) $ 22,049 $ -- $ -- $ -- $ -- $ 22,049
Investment securities, net (2) 100 -- -- 1,000 2,754 3,854
Loans, net (3) 2,505 4,876 7,975 9,966 66,495 91,817
---------------------------------------------------------------------------
Total interest-earning assets $ 24,654 $ 4,876 $ 7,975 $ 10,966 $ 69,249 $ 117,720
===========================================================================
Interest-bearing liabilities:
NOW, savings and insured
money market deposits $ 35,932 $ -- $ -- $ -- $ -- $ 35,932
Certificates of deposit 6,250 7,785 9,263 13,218 24,013 60,529
---------------------------------------------------------------------------
Total deposits 42,182 7,785 9,263 13,218 24,013 96,461
Other interest-bearing liabilities -- -- -- -- 435 435
---------------------------------------------------------------------------
Total interest-bearing liabilities 42,182 7,785 9,263 13,218 24,448 96,896
---------------------------------------------------------------------------
Excess (deficiency) of interest-earning
assets over interest-bearing liabilities $(17,528) $ (2,909) $ (1,288) $ (2,252) $ 44,801 $ 20,824
===========================================================================
Cumulative excess (deficiency) of
interest-earning assets over interest-
bearing liabilities $(17,528) $(20,437) $(21,725) $(23,977) $ 20,824 $ 20,824
===========================================================================
Cumulative interest-earning assets
divided by interest-bearing liabilities .58 .59 .63 .67 1.21 1.21
===========================================================================
</TABLE>
(1) Includes interest-bearing demand and interest-bearing time deposits.
(2) Includes FHLB stock and reflects repricing, contractual maturity or
anticipated call date.
(3) Loans are placed in the various interest-sensitive periods based on
historical prepayment tendencies as well as contractual terms.
The Company tends to be liability sensitive due to the levels of short-term NOW,
savings and insured money market deposits maintained. However, the effect of
rate increases on these deposits, which are mainly core retail deposits, tends
to lag behind the change in market rates. This lag generally lessens the
negative impact on net interest income during a period of rising interest rates.
Based on the information provided in the table, assuming no management
intervention, the effect of an increase in interest rates of 100 basis points
would reduce annualized net interest income by approximately $175,280 in the one
month category or approximately $204,370 in the three month category. A
decrease in interest rates would have the opposite effect.
Management believes that the assumptions used to evaluate interest rate
sensitivity approximate actual experience and considers this method a reasonable
tool; however, the interest rate sensitivity of the Company's assets and
liabilities and the estimated effects of changes in interest rates on net
interest income could vary substantially if different assumptions were used or
actual experience differs from the historical experiences on which these
assumptions were based.
Current Accounting Issues
Mortgage Servicing Rights. During 1995, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 122, Accounting for Mortgage Servicing Rights.
SFAS No. 122 pertains to mortgage banking enterprises and financial institutions
that conduct operations that are substantially similar to the primary operations
of mortgage banking enterprises. SFAS No. 122 eliminates the accounting
distinction between mortgage servicing rights that are acquired through loan
origination activities and those acquired through purchase transactions. Under
SFAS No. 122, if a mortgage banking enterprise sells or securitizes loans and
retains the mortgage servicing rights, the enterprise must allocate the total
cost of the mortgage loans to the mortgage servicing rights and the loans
(without the rights) based on their relative fair values if it is practicable to
estimate those fair values. If it is not practicable, the entire cost should be
allocated to the mortgage loans and no cost should be allocated to the mortgage
servicing rights. An entity would measure impairment of mortgage servicing
rights and loans based on the excess of the carrying amount of the mortgage
servicing rights portfolio over the fair value of that portfolio.
SFAS No. 122 is to be applied prospectively in fiscal years beginning after
December 15, 1995, to transactions in which an entity acquires mortgage
servicing right and to impairment evaluations of all capitalized mortgage
servicing rights. The adoption of SFAS No. 122 had no material impact in 1996
on the Company's financial condition and results of operations.
Stock-Based Compensation. The FASB has issued No. SFAS 123, Accounting for
Stock-Based Compensation. SFAS No. 123 establishes a fair value based method of
accounting for stock-based compensation plans. The FASB encourages all entities
to adopt this method of accounting for all arrangements under which employees
receive shares of stock or other equity instruments of the employer, or the
employer incurs liabilities to employees in amounts based on the price of its
stock.
Due to the extremely controversial nature of this project, SFAS No. 123 permits
a company to continue the accounting for stock-based compensation prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. If a company elects that option, pro forma disclosures of net income
(and EPS, if presented) are required in the notes to the financial statements as
if the provisions of SFAS No. 123 had been used to measure stock-based
compensation. The disclosure requirements of Opinion No. 25 have been
superseded by the disclosure requirements of this Statement. Once an entity
adopts the fair value based method for accounting for these transactions, that
election cannot be reversed.
Equity instruments granted or otherwise transferred directly to an employee by a
principal stockholder are stock-based employee compensation to be accounted for
in accordance with either Opinion 25 or SFAS No. 123 unless the transfer clearly
is for a purpose other than compensation. The accounting requirements of SFAS
No. 123 became effective for transactions entered into in fiscal years beginning
after December 15, 1995, and the disclosure requirements became effective for
financial statements for fiscal years beginning after December 15, 1995. Pro
forma disclosures required for entities that elect to continue to measure
compensation cost using Opinion 25 must include the effect of all awards granted
in fiscal years beginning after December 15, 1994. During the initial phase-in
period, the effects of applying this Statement are not likely to be
representative of the effects on reported net income for future years because
options vest over several years and additional awards generally are made each
year.
Although the Company has elected to follow APB No. 25, SFAS No. 123 requires pro
forma disclosures of net income and earnings per share as if the Company had
accounted for its stock options under SFAS No. 123. These disclosures are
included in the notes to the financial statements.
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, supersedes SFAS No. 122 and, except as amended
by SFAS No. 127, will be effective for all transfers and servicing of financial
assets and extinguishments of liabilities occurring after December 31, 1996.
SFAS No. 125 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings. Under the financial-components approach,
after a transfer of financial assets, an entity recognizes all financial assets
it no longer controls and liabilities that have been extinguished. The
financial-components approach focuses on the assets and liabilities that exist
after the transfer. Many of these assets and liabilities are components of
financial assets that existed prior to the transfer. If a transfer does not
meet the criteria for a sale, the transfer is accounted for as a secured
borrowing with a pledge of collateral.
The FASB was made aware that the volume of certain transactions and the related
changes to information systems and accounting processes that are necessary to
comply with the requirements of SFAS No. 125 would make it extremely difficult,
if not impossible, for some affected enterprises to apply the transfer and
collateral provisions of SFAS No. 125 to those transactions as soon as January
1, 1997. As a result, SFAS No. 127 defers for one year the effective date for
specified transactions.
Management does not anticipate that the adoption of this Statement will have a
material impact on the earnings or the financial statements of the Company.
In addition to historical information, this Annual Report may include certain
forward looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or competition, changes in the
quality or composition of the Bank's loan and investment portfolios, changes in
accounting principles, policies or guidelines, and other economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices. Further description of the risks and
uncertainties to the business are included in detail in Item 1, "Business" of
the Company's 1996 Form 10-K.
GREAT AMERICAN BANCORP, INC.
SHAREHOLDER INFORMATION
Stock Listing and Price Information
Great American Bancorp, Inc. completed its initial public offering on June 30,
1995. The Company's common stock trades on The Nasdaq Stock Market under the
symbol GTPS. Shares of common stock were made available to qualified
subscribers at $10.00 per share during the initial public offering.
At December 31, 1996, 1,852,606 shares of the Company's common stock were held
of record by 473 persons or entities, not including the number of persons or
entities holding stock in nominee or street name through various brokers or
banks.
On June 30, 1995, the first day of trading in the Company's common stock, the
high and low sales prices were $12.75 and $11.50, respectively. The following
schedule shows the high and low sales prices for each of the subsequent
quarters:
Quarter Ended: High Low
------------------ ------ ------
September 30, 1995 13 3/4 11 3/4
December 31, 1995 14 3/4 13
March 31, 1996 15 1/4 13 3/4
June 30, 1996 14 3/4 13 3/4
September 30, 1996 14 3/4 13
December 31, 1996 15 1/4 13 3/4
At December 31, 1996 the closing price of a common share was $14 13/16. Such
prices do not necessarily reflect retail markups, markdowns, or commissions.
During the period ended December 31, 1996, the Company declared dividends as
follows. No dividends were declared during the fiscal year ended September 30,
1995.
Date Declared Record Date Payable Date Amount
---------------- ----------------- ----------------- ------
February 9, 1996 February 21, 1996 February 29, 1996 $ .28
June 11, 1996 June 24, 1996 July 8, 1996 .10
August 15, 1996 September 13, 1996 October 1, 1996 .10
November 19, 1996 December 13, 1996 January 2, 1997 .10
------
$ .58
======
Investor Information
Stockholders, investors and analysts interested in additional information may
contact:
Jane F. Adams
Chief Financial Officer
Great American Bancorp, Inc.
1311 S. Neil Street
Champaign, IL 61820
Corporate Counsel
Muldoon, Murphy and Faucette
5101 Wisconsin Avenue N.W.
Washington, D C 20016
Independent Auditors
Geo. S. Olive & Co. LLC
100 Trade Center
Champaign, IL 61820
Annual Meeting of Stockholders
The Annual Meeting of Stockholders of Great American Bancorp, Inc. will be
held at 9:30 a.m. April 29, 1997 at:
First Federal Savings Bank of Champaign-Urbana
1311 S. Neil Street
Champaign IL 61820
Shareholders are welcome to attend.
Stock Transfer Agent and Registrar
Inquiries regarding stock transfer, registration, lost certificates or changes
in name and address should be directed to the transfer agent and registrar:
American Securities Transfer and Trust, Inc.
938 Quail Street, Suite 101
Lakewood, CO 80215
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC
FORM 10-KSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-01-1995
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0
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<EPS-PRIMARY> .29
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