[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the period ended: | March 31, 2003 | |
Commission file number | 000-22103 |
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
36-4126192 (IRS Employer Identification No.) |
5700 West 159th Street (Address of Principal Executive Offices) |
60452 (Zip Code) |
Class Common Stock, par value $.01 |
Outstanding at April 17, 2002 969,186 shares |
Part I. | Financial Information | ||||
Item 1. | Financial Statements | ||||
Condensed Consolidated Statements of Financial Condition as of March 31, 2003 | |||||
and December 31, 2002. | 3 | ||||
Condensed Consolidated Statements of Income and Comprehensive Income for | |||||
the three months ended March 31, 2003 and 2002 | 4 | ||||
Condensed Consolidated Statements of Cash Flows for the three | |||||
months ended March 31, 2003 and 2002 | 5 | ||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | |||||
for the three months ended March 31, 2003 and 2002 | 6 | ||||
Notes to the Condensed Consolidated Financial Statements as of | |||||
March 31, 2003 | 8 | ||||
Item 2. | Management's Discussion and Analysis of Financial Condition | ||||
and Results of Operation | 10 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 | |||
Item 4. | Disclosed Controls and Procedures | 17 | |||
Part II. | Other Information | 18 |
2.
March 31, 2003 |
December 31, 2002 | |||
ASSETS | ||||
Cash and cash equivalents | $37,024 | $28,204 | ||
Securities available-for-sale | 52,822 | 39,885 | ||
Securities held-to-maturity | 66,184 | 77,444 | ||
Loans receivable, net | 139,857 | 147,436 | ||
Loans held for sale | 81 | - | ||
Federal Home Loan Bank stock, at cost | 10,233 | 10,136 | ||
Premises and equipment, net | 4,939 | 4,964 | ||
Bank owned life insurance | 5,136 | 5,068 | ||
Intangible assets | 1,382 | 1,404 | ||
Accrued interest receivable and other assets | 1,694 |
1,620 | ||
Total assets | $319,352 |
$316,161 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Deposits | $206,199 | $201,725 | ||
Federal Home Loan Bank advances | 82,710 | 82,710 | ||
Advances from borrowers for taxes and insurance | 946 | 1,323 | ||
Note payable | 5,600 | 6,350 | ||
Accrued interest payable and other liabilities | 2,362 |
2,569 | ||
Total liabilities | 297,817 | 294,677 | ||
Stockholders' equity | ||||
Common stock, $.01 par value; 3,100,000 shares authorized; 2,076,325 shares issued |
21 | 21 | ||
Surplus | 20,924 | 20,838 | ||
Treasury stock at cost (2003 - 1,107,139 shares; 2002 - 1,107,139 shares) |
(17,824) | (17,788) | ||
Unearned ESOP, (2003 - 62,289 shares; 2002 - 66,441 shares) | (623) | (665) | ||
Unearned stock awards | (100) | (109) | ||
Retained earnings | 18,675 | 18,384 | ||
Accumulated other comprehensive income | 462 |
803 | ||
Total stockholders' equity | 21,535 |
21,484 | ||
Total liabilities and stockholders' equity | $319,352 |
$316,161 |
3.
Three Months Ended | ||||
2003 |
2002 | |||
Interest income | ||||
Loans | $2,364 | $2,706 | ||
Securities | 1,063 | 1,039 | ||
Interest bearing deposits | 301 |
363 | ||
Total interest income | 3,728 | 4,108 | ||
Interest expense | ||||
Deposits | 832 | 1,131 | ||
Federal Home Loan Bank advances | 1,110 | 988 | ||
Note payable | 57 |
66 | ||
Total interest expense | 1,999 |
2,185 | ||
Net interest income | 1,729 | 1,923 | ||
Provision for loan losses | - |
- | ||
Net interest income after provision | ||||
for loan losses | 1,729 | 1,923 | ||
Non-interest income | ||||
Service fees | 192 | 178 | ||
Other income | 178 | 71 | ||
Gain on sale of real estate owned | - | 9 | ||
Unrealized loss on loans held for sale | - | (76) | ||
Gain on sale of securities | 214 |
242 | ||
Total non-interest income | 584 | 424 | ||
Non-interest expense | ||||
Salaries and employee benefits | 911 | 834 | ||
Occupancy and equipment | 271 | 253 | ||
Data processing | 108 | 96 | ||
Other expenses | 365 |
367 | ||
1,655 |
1,550 | |||
Income before income taxes | 658 | 797 | ||
Provision for income taxes | 212 |
268 | ||
Net income | $ 446 |
$ 529 | ||
Basic earnings per share | $ .50 |
$ .58 | ||
Diluted earnings per share | $ .46 |
$ .55 | ||
Comprehensive income | $ 105 |
$ 330 |
4.
2003 |
2002 | |||||
Cash flows from operating activities | ||||||
Net income | $446 | $529 | ||||
Adjustments to reconcile net income to net cash from | ||||||
operating activities | ||||||
Depreciation | 60 | 76 | ||||
Amortization of intangibles | 22 | 23 | ||||
Net amortization of premiums on securities | 389 | 220 | ||||
Change in deferred loan fees | 29 | (21) | ||||
Loss on sale of assets | - | 7 | ||||
Gain on sale of securities | (214) | (242) | ||||
Loss on loans held for sale | - | 76 | ||||
Change in loans held for sale | (81) | 175 | ||||
Federal Home Loan Bank stock dividends | (97) | (54) | ||||
Increase in value of bank-owned life insurance | (68) | - | ||||
Change in accrued interest receivable and other assets | (74) | (34) | ||||
Change in accrued interest payable and other liabilities | 23 | 202 | ||||
Stock awards expense | 9 | 58 | ||||
ESOP compensation | 113 |
101 | ||||
Net cash from operating activities | 557 |
1,116 | ||||
Cash flows from investing activities | ||||||
Purchase of securities available-for-sale | (18,647) | (3,645) | ||||
Proceeds from sales of securities available-for-sale | 1,134 | 970 | ||||
Principal payments of mortgage-backed securities and | ||||||
collateralized mortgage obligations | 12,706 | 8,558 | ||||
Proceeds from maturities and calls of securities | 2,395 | 1,124 | ||||
Net change in loans | 7,550 | 3,663 | ||||
Purchases of securities held-to-maturity | - | (24,595) | ||||
Purchases of premises and equipment, net | (35) |
(31) | ||||
Net cash from investing activities | 5,103 |
(13,956) | ||||
Cash flows from financing activities | ||||||
Net increase in deposits | 4,474 | 4,409 | ||||
Change in advance payments by borrowers for taxes and insurance | (377) | (404) | ||||
Purchase of treasury shares | (84) | (1,002) | ||||
Change in Federal Home Loan Bank advances | - | 5,225 | ||||
Change in due to broker | - | 7,041 | ||||
Change in note payable | (750) | 700 | ||||
Exercise of stock options | 52 | - | ||||
Dividends paid | (155) |
(152) | ||||
Net cash from financing activities | 3,160 |
15,817 | ||||
Net change in cash and cash equivalents | 8,820 | 2,977 | ||||
Cash and cash equivalents at beginning of period | 28,204 |
28,157 | ||||
Cash and cash equivalents at end of period | $37,024 |
$31,134 |
5.
Common Stock |
Surplus |
Treasury Stock |
Unearned ESOP |
Unearned Stock Awards |
Retained Earnings |
Accumulated Compre- hensive Income |
Total Stock holders' Equity |
Compre- hensive Income | ||
Balance at December 31, 2001 | $21 | $20,544 | $(16,634) | $(831) | $(343) | $16,919 | $1,198 | $20,874 | $ - | |
Net income for three months | ||||||||||
ended March 31, 2002 | - | - | - | - | - | 529 | - | 529 | 529 | |
ESOP shares earned | - | 59 | - | 42 | - | - | - | 101 | - | |
Stock awards earned | - | - | - | - | 58 | - | - | 58 | - | |
Change in unrealized gain | ||||||||||
on securities available-for-sale, net | - | - | - | - | - | - | (199) | (199) | (199) | |
Treasury stock purchase, net | - | - | (1,002) | - | - | - | - | (1,002) | - | |
Dividends declared ($.15 per share) | - |
- |
- |
- |
- |
(152) |
- |
(152) |
- | |
Balance at March 31, 2002 | $21 |
$20,603 |
$(17,636) |
$(789) |
$(285) |
$17,296 |
$999 |
$20,209 |
$330 |
6.
Common Stock |
Surplus |
Treasury Stock |
Unearned ESOP |
Unearned Stock Awards |
Retained Earnings |
Accumulated Compre- hensive Income |
Total Stock holders' Equity |
Compre- hensive Income | ||
Balance at December 31, 2002 | $21 | $20,838 | $(17,788) | $(665) | $(109) | $18,384 | $803 | $21,484 | $ - | |
Net income for three months | ||||||||||
ended March 31, 2003 | - | - | - | - | - | 446 | - | 446 | 446 | |
ESOP shares earned | - | 71 | - | 42 | - | - | - | 113 | - | |
Stock awards earned | - | - | - | - | 9 | - | - | 9 | - | |
Change in unrealized gain | ||||||||||
on securities available-for-sale, net | - | - | - | - | - | - | (341) | (341) | (341) | |
Treasury stock purchase, net | - | - | (84) | - | - | - | - | (84) | - | |
Exercise of 3,000 options | - | 15 | 48 | - | - | - | - | 63 | - | |
Dividends declared ($.16 per share) | - |
- |
- |
- |
- |
(155) |
- |
(155) |
- | |
Balance at March 31, 2003 | $21 |
$20,924 |
$(17,824) |
$(623) |
$(100) |
$18,675 |
$462 |
$21,535 |
$105 |
7.
Three Months Ended March 31, | |||
2003 |
2002 | ||
Earnings per share | |||
Net income available to common stockholders | $446 |
$529 | |
Weighted average basic shares outstanding | 898 |
906 | |
Basic earnings per share | $.50 |
$.58 | |
Weighted average basic shares outstanding | 898 | 906 | |
Dilutive effect of stock options | 68 | 52 | |
Dilutive effect of stock awards | 1 |
3 | |
Weighted average diluted shares outstanding | 967 |
961 | |
Diluted earnings per share | $.46 |
$.55 |
8.
2003 |
2002 | ||
Net income as reported | $446 | $529 | |
Deduct: Stock-based compensation expense | |||
determined under fair value based method | 2 |
44 | |
Pro forma net income | $444 |
$485 | |
Basic earnings per share as reported | $.50 | $.58 | |
Pro forma basic earnings per share | .50 | .53 | |
Diluted earnings per share as reported | .46 | .55 | |
Pro forma diluted earnings per share | .46 | .50 |
9.
Next Page10.
Next Page11.
Next PageRegulatory Requirement To Be Adequately Capitalized |
Actual March 31, 2003 |
Actual December 31, 2002 | |
Core capital | 4.0% | 6.88% | 7.13% |
Risk-based capital | 8.0% | 16.69% | 16.73% |
12.
Next Page13.
Next Page14.
Next PageChange in Interest Rates (Basis Points) |
Estimated NPVAmount |
Ratio of NPV to % of Assets |
Estimated Increase (Decrease) in NPV | |
Amount |
Percent | |||
+300 | $23,373 | 7.49% | $(6,391) | (21) |
+200 | 27,201 | 8.53 | (2,563) | (9) |
+100 | 29,877 | 9.20 | 113 | (0) |
- | 29,765 | 9.07 | - | - |
-100 | 27,671 | 8.38 | (2,093) | (7) |
-200 | - | - | - | - |
-300 | - | - | - | - |
Change in Interest Rates (Basis Points) |
Estimated NPVAmount |
Ratio of NPV to % of Assets |
Estimated Increase (Decrease) in NPV | |
Amount |
Percent | |||
+300 | $18,897 | 6.80% | $(12,785) | (40) |
+200 | 23,729 | 8.34 | (7,952) | (25) |
+100 | 31,682 | 9.74 | (3,289) | (10) |
- | 31,682 | 10.66 | - | - |
-100 | 32,884 | 10.91 | 1,202 | 4 |
-200 | 32,944 | 10.80 | 1,262 | 4 |
-300 | - | - | - | - |
15.
Next Page16.
Next Page17.
Next PagePart II | Other Information | ||||
Item 1. | Legal Proceedings | ||||
None | |||||
Item 2. | Changes in Securities and Use of Proceeds | ||||
None | |||||
Item 3. | Defaults upon Senior Securities | ||||
None | |||||
Item 4. | Submission of Matters to a vote of Security Holders | ||||
The following is a record of the votes cast at the Corporation's Annual Meeting of Stockholders in the election of directors of the Corporation: | |||||
FOR |
VOTE WITHHELD |
||||
Michael R. Stevens | 742,703 | 8,451 | |||
Kenneth J. Bazarnik | 742,828 | 8,326 | |||
Accordingly, the individuals named above were declared to be duly elected directors of the Corporation for a term to expire in 2006. | |||||
Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Corporation. | |||||
The following is a record of the votes cast in respect of the proposal to ratify the appointment of Crowe, Chizek and Company LLP as the Corporation's auditors for the fiscal year ending December 31, 2003. | |||||
NUMBER OF
VOTES |
PERCENTAGE
OF VOTES |
||||
FOR | 742,751 | 98.9% | |||
AGAINST | 8,153 | 1.1% | |||
ABSTAIN | 0 | 0.0% | |||
Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Corporation. | |||||
Item 5. | Other Information | ||||
None | |||||
Item 6. | Exhibits and Reports on Form 8-K | ||||
a. | Reports on Form 8-K - none |
18.
Next Page19.
Next PageDate: | May 9, 2002 | /s/ Maureen G. Partynski Maureen G. Partynski Chief Executive Officer |
Date: | May 9, 2002 | /s/ Michael R. Stevens Michael R. Stevens President |
Date: | May 9, 2002 | /s/ Jean M. Thornton Jean M. Thornton Chief Financial Officer |
20.
Next Page1) | I have reviewed this quarterly report on Form 10-Q of Hemlock Federal Financial Corporation; | |
2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report; | |
3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report; | |
4) | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared; | |
b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and | |
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; | |
5) | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and | |
6) | The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. | |
21.
Next Page1) | I have reviewed this quarterly report on Form 10-Q of Hemlock Federal Financial Corporation; | |
2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report; | |
3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report; | |
4) | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared; | |
b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and | |
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; | |
5) | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and | |
6) | The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. | |
22.
Next Page1) | I have reviewed this quarterly report on Form 10-Q of Hemlock Federal Financial Corporation; | |
2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report; | |
3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report; | |
4) | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | |
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared; | |
b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and | |
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; | |
5) | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and | |
6) | The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. | |
23.
End.