FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1997 Commission file number 2-99779 National Consumer Cooperative Bank (Exact name of registrant as specified in its charter) United States of America 52-1157795 (12 U.S.C. Section 3001 et seq.) (I.R.S. Employer (State or other jurisdiction of Identification No.) incorporation or organization) 1401 Eye Street, NW, Suite 700, Washington, D.C. 20005 (Address of principal executive offices) Registrant's telephone number, including area code (202)336-7700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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________. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at September 30, 1997 Class C 217,079 (Common stock, $100.00 par value) Class B 840,054 (Common stock, $100.00 par value) Class D 3 (Common stock, $100.00 par value) National Consumer Cooperative Bank (doing business as National Cooperative Bank) and Subsidiaries INDEX PART I FINANCIAL INFORMATION Page No. Item 1 Consolidated balance sheets - September 30, 1997 and 1996 and December 31, 1996............ 3 Consolidated statements of income - for the three and nine months ended September 30, 1997 and 1996................................... 4 Consolidated statements of cash flows - for the nine months ended September 30,1997 and 1996........................................ 5-6 Condensed notes to the consolidated financial statements - September 30,1997........ 7-12 Item 2 Management's discussion and analysis of financial condition and results of operations - for the three and nine months ended September 30, 1997 and 1996............... 13-22 PART II OTHER INFORMATION Item 2 Changes in Securities........................... 23 Item 6 Exhibit 27 - Financial Data Schedule NATIONAL COOPERATIVE BANK CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 1997 1996 1996 Assets Cash and cash equivalents $ 26,384,451 $ 24,848,153 $ 17,150,534 Restricted cash 6,884,572 8,348,703 8,348,703 Investment securities Available-for-sale 32,283,476 29,872,870 30,337,100 Held-to-maturity 2,795,783 3,045,425 2,946,425 Loans and lease financing 568,766,037 544,801,882 565,824,579 Loans held for sale 242,214,510 131,785,495 184,269,872 Less: Allowance for loan losses (17,045,778) (15,089,825) (15,504,510) 793,934,769 661,497,552 734,589,941 Interest-only receivables 28,705,096 31,892,118 30,758,057 Premises and equipment, net 2,123,389 2,195,739 2,257,362 Other assets 20,800,496 8,815,116 12,947,458 Total assets $913,912,032 $770,515,676 $839,335,580 Liabilities and Members' Equity Liabilities Deposits $ 82,042,601 $ 81,947,147 $ 88,620,002 Patronage dividends payable in cash 2,842,765 5,119,713 4,721,600 Other liabilities 22,153,670 17,004,947 11,332,033 Borrowings Short-term 261,362,804 157,997,715 224,500,000 Long-term 233,659,822 202,078,691 202,137,077 492,022,626 360,076,406 426,637,077 Subordinated debt 182,802,883 182,869,445 182,853,313 Total borrowings 674,825,509 542,945,851 609,490,390 Total liabilities 784,864,545 647,017,658 714,164,025 Members' equity Common stock Class B 84,005,365 78,611,311 78,600,416 Class C 21,707,868 21,819,150 21,751,584 Class D 300 300 300 Retained earnings Allocated 3,474,491 4,832,431 5,770,844 Unallocated 19,953,478 18,491,193 19,113,185 Unrealized loss on investment securities available-for-sale (94,015) (256,367) (64,774) Total members' equity 129,047,487 123,498,018 125,171,555 Total liabilities and members' equity $913,912,032 $770,515,676 $839,335,580 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Nine Months Ended Sept. 30, Three Months Ended Sept.30, 1997 1996 1997 1996 Interest income Loans and lease financing $47,961,897 $40,285,431 $17,073,791 $13,762,641 Investment securities 3,227,878 2,871,104 1,021,234 987,589 Total interest income 51,189,775 43,156,535 18,095,025 14,750,230 Interest expense Deposits 2,971,432 3,030,438 954,298 993,646 Short-term borrowings 9,154,820 5,034,547 3,529,479 1,662,704 Long-term debt, other borrowings and subordinated debt 19,986,984 17,227,260 6,944,315 5,988,445 Total interest expense 32,113,236 25,292,245 11,428,092 8,644,795 Net interest income 19,076,539 17,864,290 6,666,933 6,105,435 Provision for loan losses 2,044,000 950,000 655,000 300,000 Net interest income after provision for loan losses 17,032,539 16,914,290 6,011,933 5,805,435 Non-interest income Gain (loss) on sale of loans 1,801,975 4,703,382 60,666 (234,095) Loan and deposit servicing fees 1,664,558 1,526,748 552,615 499,663 Other 4,571,608 4,131,288 1,688,303 1,809,918 8,038,141 10,361,418 2,301,584 2,075,486 Non-interest expenses Compensation and employee benefits 9,068,209 8,029,702 3,360,102 2,718,011 Contractual services 2,604,307 2,946,599 878,021 936,052 Occupancy and equipment 2,902,869 2,909,220 1,015,493 1,273,109 Contribution to NCB Development Corporation 375,000 375,000 125,000 125,000 Other 1,782,847 2,268,064 689,370 1,136,887 Total non-interest expenses 16,733,232 16,528,585 6,067,986 6,189,059 Income before income taxes 8,337,448 10,747,123 2,245,531 1,691,862 Provision for income taxes 1,022,276 608,190 282,744 156,579 Net income $ 7,315,172 $10,138,933 $ 1,962,787 $ 1,535,283 Distribution of net income Patronage dividends $ 7,315,172 $10,747,123 $ 1,962,787 $ 1,691,862 Retained earnings (608,190) (156,579) $ 7,315,172 $10,138,933 $ 1,962,787 $ 1,535,283 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended September 30, 1997 1996 Cash flows from operating activities Net income $ 7,315,172 $ 10,138,933 Adjustments to reconcile net income to net cash used in operating activities Provision for loan losses 2,044,000 950,000 Depreciation and amortization 4,014,516 4,052,958 Gain on sale of assets (1,801,975) (5,028,011) Loans originated for sale (170,827,847) (240,309,266) Proceeds from sale of loans held for sale 146,619,898 143,577,309 Increase in other assets (1,999,625) (6,811,087) Increase in other liabilities 10,345,915 8,396,746 Net cash used in operating activities (4,289,946) (85,032,418) Cash flows from investing activities Redemption of restricted cash 1,464,131 - Purchases of investment securities Available-for-sale (5,516,353) (7,293,886) Held-to-maturity - (1,007,783) Proceeds from maturities and sales of investment securities Available-for-sale 3,522,809 6,075,132 Held-to-maturity 150,624 1,090,000 Net increase in loans and lease financing (42,641,746) (8,226,320) Proceeds from sale of portfolio loans - 26,278,305 Purchases of premises and equipment (460,286) (714,580) Net cash (used in) provided by investing activities (43,480,821) 16,200,868 Cash flows from financing activities Net (decrease) increase in deposits (6,577,401) 3,846,974 Net increase in short-term borrowings 36,862,804 25,403,242 Proceeds from issuance of long-term debt 31,000,000 47,500,000 Sale of common stock 400 - Dividends paid (210,173) - Redemption of common stock - (18,000) Patronage dividends paid (4,070,946) (4,341,889) Net cash provided by financing activities 57,004,684 72,390,327 Increase in cash and cash equivalents 9,233,917 3,558,777 Cash and cash equivalents, beginning of year 17,150,534 21,289,376 Cash and cash equivalents, end of period $ 26,384,451 $ 24,848,153 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Supplemental disclosures of noncash investing and financing activities: For the nine months ended September 30, 1997 1996 Unrealized loss on investment securities available-for-sale $ (29,241) $ (510,406) Interest paid 33,992,130 20,627,561 Income taxes paid 1,078,752 730,924 Loans charged off 677,168 528,145 Transfer of real estate owned from loans receivable to other assets 5,168,018 879,000 NATIONAL COOPERATIVE BANK CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 1997 (Unaudited) The accompanying financial statements have been prepared without audit and reflect all adjustments (consisting only of normal recurring adjustments) which were, in the opinion of management, necessary to a fair statement of the results of the interim period presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in NCB's most current annual report. The results of operations for the interim periods are not necessarily indicative of the results of the entire year. Certain reclassifications have been made to the prior-period amounts to conform with the current year's presentation. 1. Cash, Cash Equivalents and Investment Securities As of September 30, 1997, NCB's portfolio of investment securities, cash and cash equivalents had an average adjusted maturity of 985 days with interest rates in those portfolios varying from 5.00% to 8.50%. Cash and Investment Investment Cash Available- Held-to Equivalents for-Sale Maturity Cash $ 1,020,711 $ - $ - Federal funds 5,724,820 - - Money market securities 14,260,475 - - Mutual funds 5,378,445 2,074,442 - Mortgage-backed securities - - 2,795,783 Corporate bonds - 12,513,636 - U.S. Treasury and Agency obligations - 17,695,398 - $26,384,451 $32,283,476 $2,795,783 At September 30, 1997, the investments in the available-for-sale portfolio were recorded at aggregate fair value. As of December 31, 1996, restricted cash of $8,348,703 is held by a trustee for the benefit of certificate holders in the event of loss on certain loans sold of $37,300,000 and $92,623,000 in 1993 and 1992, respectively. The loans sold have original maturities of ten to fifteen years. The restricted cash will become available to NCB I, Inc., as the principal balance of the respective loans decreases. On August 1, 1997, $1,464,131 was received as a reduction of the restricted cash account due to loan repayments. 2. Loans and Lease Financing Loans and leases outstanding by category at September 30, 1997 were: Commercial loans $341,236,076 Lease financing 14,554,791 Real estate loans Residential 448,100,857 Commercial 7,088,823 $810,980,547 At September 30, 1997 and 1996 and December 31, 1996 real estate loans held for sale were $242.2 million, $131.8 million and $184.3 million, respectively. 3. Impaired Assets Loans that became impaired after January 1, 1996 totalled $4,833,838 and $1,979,308 at September 30, 1997 and 1996, respectively. The 1997 impaired loans are comprised of nonaccrual loans and a restructured loan totalling $3,801,463 and $1,032,375, respectively. The 1996 impaired loans are comprised of nonaccrual loans and a restructured loan totalling $1,282,100 and $697,208, respectively. A specific allowance of $1,428,349 and $244,000 was set aside for these loans at September 30, 1997 and 1996, respectively, as management's best estimate of their fair value is less than the recorded investment in the loans. During 1997 and 1996, the interest collected on the nonaccrual loans was applied to reduce the outstanding principal. Interest earned on the restructured loans totalled $346,002 and $40,271 during the nine months ended September 30, 1997 and 1996, respectively. At September 30, 1997 there were no commitments to lend additional funds to borrowers whose loans are non-performing. At September 30, 1997 and 1996 and December 31,1996, NCB had real estate acquired through foreclosure of $5,544,726, $518,563 and $376,708, respectively, which is classified as other assets. 4. Allowance for Loan Losses The following is a summary of the activity in the allowance for loan losses during the nine months ended September 30, 1997: Balance at January 1, 1997 $15,504,510 Provision for loan losses 2,044,000 Charge-offs (677,168) Recoveries of loans previously charged off 174,436 Balance at September 30, 1997 $17,045,778 The allowance for loan losses as a percentage of average loans and lease financing outstanding as of the nine months ended September 30, 1997 was 2.3%. 5. Statement of Changes in Members' Equity The following is a summary of the activity in members' equity for the nine months ended September 30, 1997: Retained Retained Total Common Earnings Earnings Unrealized Members' Stock Allocated Unallocated Gain(Loss) Equity Balance, December 31, 1996 $100,352,300 $ 5,770,844 $19,113,185 $ (64,774) $125,171,555 Net income - - 7,315,172 - 7,315,172 Proceeds from issuance of common stock 400 - - - 400 Cancellation and redemption of stock (1,131,966) - 341,842 - (790,124) 1996 patronage dividends Distributed in common stock and cash 6,492,799 (6,690,367) - - (197,568) Other dividends paid - - (210,173) - (210,173) 1997 patronage dividends To be distributed in cash - - (2,212,534) - (2,212,534) Retained in form of equity - 4,394,014 (4,394,014) - 0 Unrealized loss on investment securities available for sale - - - (29,241) (29,241) Balance, September 30,1997 $105,713,533 $ 3,474,491 $19,953,478 $ (94,015) $129,047,487 6. Subsequent Event On October 1, 1997, NCB sold approximately $196.2 million in whole loans, servicing retained, to an unrelated third party generating a net gain, including fees, of approximately $5.4 million. 7. New Financial Accounting Standards In June, 1996, Statement of Financial Accounting Standards("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" was issued. SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities, based on a financial- components approach that focuses on control. Under this approach, after a transfer of financial assets, financial and servicing assets are recognized if controlled or liabilities are recognized if incurred. Financial and servicing assets are removed from the statement of income when control has been surrendered and liabilities are removed when extinguished. SFAS No. 125 was effective and adopted by NCB on January 1, 1997 and was applied prospectively. NCB did not experience any material effect on its financial position from this implementation. In February, 1997, SFAS No. 129,"Disclosure of Information about Capital Structure" was issued. SFAS No. 129 establishes standards for disclosing information about an entity's capital structure. This statement continues the previous requirements to disclose certain information about an entity's capital structure found in APB Opinion 10, Omnibus Opinion -1966 and FASB Statement No. 47, Disclosure of Long-Term Obligations. This statement shall be effective for financial statements for periods ending after December 15, 1997. NCB does not anticipate any material impact from the implementation of SFAS No. 129. In June, 1997, SFAS No. 130 was issued - "Reporting Comprehensive Income". SFAS No. 130 requires that certain financial activity typically disclosed in members' equity be reported in the statements of income as an adjustment to net income in determining comprehensive income. The only item applicable to the Bank would include gain/loss on securities available-for-sale. Items identified as comprehensive income should be reported also in the statements of comprehensive income and the statements of changes in members' equity, under separate captions. SFAS No. 130 is effective for NCB on January 1, 1998, including the restatement of prior periods reported consistent with this pronouncement. NCB does not anticipate any material financial impact from the implementation of SFAS No. 130. In June, 1997, SFAS No. 131 was issued - "Disclosures about Segments of an Enterprise and Related Information". SFAS 131 requires the reporting of selected segmented information in quarterly and annual reports. Information from operating segments is derived from methods used by NCB's management to allocate resources and measure performance. NCB is required to disclose profit and losses, revenues and assets for each segment identified, including reconciliations of these items to consolidated totals. NCB is also required to disclose the basis for identifying the segments and the type of products and services within each segment. SFAS No. 131 is effective for NCB on January 1, 1998, including the restatement of prior periods reported consistent with this pronouncement, if practical. NCB does not anticipate any material impact from the implementation SFAS No. 131. NATIONAL COOPERATIVE BANK MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 SUMMARY NCB's net income for the nine months ended September 30, 1997 was $7.3 million. This was a 27.9% or $2.8 million decrease compared with $10.1 million for the nine months ended September 30, 1996. The variance resulted primarily from a 22.4% decrease in non interest income and an increase in the provision for loan losses of 115.2%. For the three month period, net income increased to $2.0 million from $1.5 million due to an increase in net interest income and non interest-income. Total assets were $913.9 million at September 30, 1997, representing growth of $74.6 million or 8.9% from $839.3 million at December 31, 1996. This growth resulted from increases in loan receivables, net of allowance for loan losses, of $59.3 million, cash, cash equivalents, restricted cash and investments of $9.6 million and remaining assets of $5.7 million. The annualized return on average total assets was 1.15% for the nine months of 1997 compared with 1.89% for the same period in 1996. The annualized return on average equity for the period ended September 30, 1997 and 1996 was 7.63% and 11.16%, respectively. NET INTEREST INCOME Net interest income for the nine months ended September 30, 1997 increased 6.8% or $1.2 million from the same period in the prior year. As shown on Table 2, the increase resulted primarily from higher volume of loans and leases outstanding. In comparison to the year earlier quarter, net interest income for the three months ended September 30,1997 increased 9.2% or $561 thousand. As shown on Table 2A, there were positive variances of $258 thousand and $302 thousand related to volume and yield, respectively. As shown on Table 1 and 1A, the net yield on interest earning assets dropped 36 basis points to 3.17% from 3.53% and 19 basis points to 3.37% from 3.56% for the nine month and three month periods ended September 30,1997. This is due largely to the repricing in October, 1996 of $36 million of subordinated debt and to the increased volume in 1997 of loans held for sale. For the nine months ended September 30,1997, interest income went up 18.6% or $8.0 million to $51.2 million compared with $43.2 million from the prior year. The increase in interest income was mostly due to a higher average balance of the interest earning assets. As shown on Table 1, the average rate of the interest earning assets was flat for both nine month periods ended September 30. As shown on Table 2, interest income for the nine month ended September 30, 1997 increased $8.1 million due to increased volume but decreased $142 thousand due to a drop in interest rates. Interest income increased 22.7% or $3.3 million to $18.1 million for the three months ended September 30, 1997 compared with $14.8 million of the prior year's quarter. As shown on Table 2A, interest income increased $2.4 million and $991 thousand due to increased volume and increasing rate environment,respectively. Interest expense increased $6.8 million to $32.1 million for the nine months ended September 30, 1997 compared with $25.3 million for the same period in 1996. For the three month period ended September 30, 1997, interest expense increased $2.8 million to $11.4 million from $8.6 million for the three months ended September 30, 1996. As shown on Table 1 and Table 1A, the yield on interest bearing liabilities at September 30, 1997 and for the quarter ended September 30, 1997 went up 24 basis points and 77 basis points, respectively. The increase was due to the repricing of the $53.5 million of subordinated debt and the use of the short term and long term facilities to fund growth of the loans held for sale. NON-INTEREST INCOME Non-interest income for the nine months ended September 30, 1997 of $8.04 million decreased 22.4% or $2.3 million from $10.4 million for the same period last year. The majority of the decrease was caused by a lesser amount of asset sales to the secondary market. The fees and gains on sale of blanket mortgages totalled $4.7 million for the nine months ended September 30,1996 compared with $1.8 million in the same period in 1997. This decrease was partially offset by an increase of $578.1 thousand in servicing fees and other income due to an increase in the servicing portfolio. For the three month period ended September 30, 1997 non-interest income went up 10.9% to $2.3 million from $2.1 million at the same period in the prior year. NON-INTEREST EXPENSES Non-interest expenses for the nine months ended September 30, 1997 slightly increased 1.2% or $204.6 thousand to $16.7 million from $16.5 million for the nine months ended September 30, 1996. Compensation and benefits, the largest component of non-interest expenses, increased 12.9% or $1.0 million due to a higher employee base at the start of 1997 and also to higher bonus accruals for the current period compared with 1996. Contractual services and other expenses decreased 15.9% or $827.5 thousand due to management's continued emphasis on prudent controls of non-interest expenses. Excluding the voluntary contribution to NCB Development Corporation, non-interest expense as a percentage of average assets, decreased to 1.9% for the nine months ended September 30, 1997 from 2.3% for the nine months ended September 30,1996. For the three months ended September 30, 1997, non-interest expenses decreased $121.1 thousand or 2% to $6.1 million from $6.2 million for the same period in 1996. Compensation and employee benefits increased 23.6% or $642.1 from $2.7 million for the three month period in the prior year. The increase was primarily due to the timing of new hires and greater commissions paid to loan officers because of higher loan production. This increase was offset by decreases in contractual services, occupancy and equipment and other expenses in the total amount of $763.2 thousand. Payment of FDIC insurance premium during the third quarter of 1996 accounted for 67.3% of this decrease. Table 1 Rate Related Assets and Liabilities (dollars in thousands) Nine Months Ended September 30, ASSETS 1997 1996 Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Interest earning assets [S] [C] [C] [C] [C] [C] [C] Real estate loans $369,237 $24,198 8.74% $287,824 $19,733 9.14% Commercial loans and leases 368,887 23,764 8.59% 327,740 20,552 8.36% Total loans and leases 738,124 47,962 8.66% 615,564 40,285 8.73% Investment securities and cash equivalents 63,291 3,228 6.80% 59,857 2,871 6.40% Total interest earning assets 801,415 51,190 8.52% 675,421 43,156 8.52% Allowance for loan losses (16,492) (14,863) Non-interest earning assets Cash 5,089 3,541 Other assets 59,133 46,077 Total non-interest earning assets 64,222 49,618 Total assets $849,145 $710,176 LIABILITIES AND MEMBERS' EQUITY Interest bearing liabilities Subordinated debt $182,542 7,797 5.70% $182,970 7,084 5.16% Notes payable 426,120 21,345 6.68% 303,255 15,178 6.67% Deposits 83,892 2,971 4.72% 81,606 3,030 4.95% Total interest bearing liabilities 692,554 32,113 6.18% 567,831 25,292 5.94% Other liabilities 35,556 21,310 Members' equity 121,035 121,035 Total liabilities and members' equity $849,145 $710,176 Net interest earning assets $108,861 $107,590 Net interest revenues and spread $19,007 2.33% $17,864 2.58% Net yield on interest earning assets 3.17% 3.53% Table 1A Rate Related Assets and Liabilities (dollars in thousands) Three Months Ended September 30, ASSETS 1997 1996 Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Interest earning assets Real estate loans $357,963 $ 9,043 10.11% $302,579 $ 6,968 9.21% Commercial loans and leases 369,832 8,030 8.69% 334,263 6,795 8.13% Total loans and leases 727,795 17,073 9.38% 636,842 13,763 8.64% Investment securities and cash equivalents 64,029 1,021 6.38% 50,058 988 7.89% Total interest earning assets 791,824 18,094 9.14% 686,900 14,751 8.59% Allowance for loan losses (17,107) (15,037) Non-interest earning assets Cash 6,585 4,382 Other assets 62,334 51,567 Total non-interest earning assets 68,919 55,949 Total assets $843,636 $727,812 LIABILITIES AND MEMBERS' EQUITY Interest bearing liabilities Subordinated debt $182,542 2,630 5.76% $182,934 2,394 5.23% Notes payable 415,187 7,843 7.56% 318,134 5,257 6.61% Deposits 84,501 954 4.52% 81,804 994 4.86% Total interest bearing liabilities 682,230 11,427 6.70% 582,872 8,645 5.93% Other liabilities 33,787 21,806 Members' equity 127,619 123,134 Total liabilities and members' equity $843,636 $727,812 Net interest earning assets $109,594 $104,028 Net interest revenues and spread $ 6,667 2.44% $ 6,106 2.66% Net yield on interest earning assets 3.37% 3.56% Table 2 Change in Net Interest Income (dollars in thousands) For the nine months ended September 30, 1997 compared to 1996 Increase (decrease) due to changes in: Average Average Volume* Yield Net** Interest Income Cash equivalents and investment securities $ 170 $ 187 $ 357 Commercial loans and leases 2,638 574 3,212 Real estate loans 5,369 (903) 4,466 Total interest income 8,177 (142) 8,035 Interest Expense Deposits 83 (142) (59) Notes payable 6,977 (810) 6,167 Subordinated debt (17) 729 712 Total interest expense 7,043 (223) 6,820 Net interest income $1,134 $ 81 $1,215 * Average monthly balances **Changes in interest income and interest expense due to changes in rate and volume have been allocated to "change in average volume" and" change in average rate" in proportion to the absolute dollar amounts in each. Table 2A Change in Net Interest Income (dollars in thousands) For the three months ended September 30, 1997 compared to 1996 Increase (decrease) due to changes in: Average Average Volume* Yield Net** Interest Income Cash equivalents and investment securities $ 244 $(211) $ 33 Commercial loans and leases 753 483 1,236 Real estate loans 1,356 719 2,075 Total interest income 2,353 991 3,344 Interest Expense Deposits 32 (71) (39) Notes payable 2,068 518 2,586 Subordinated debt (5) 242 237 Total interest expense 2,095 689 2,784 Net interest income $ 258 $ 302 $ 560 * Average monthly balances **Changes in interest income and interest expense due to changes in rate and volume have been allocated to "change in average volume" and "change in average rate" in proportion to the absolute dollar amounts in each. PROVISION FOR INCOME TAXES The federal income tax provision is determined on the basis of non-member income generated by NCB Savings Bank, FSB and reserves set aside for the retirement of Class A notes and dividends on Class C stock. NCB's subsidiaries are also subject to varying levels of state taxation. The federal income tax provision for the nine months ended September 30, 1997 was $1.02 million compared with the prior year's provision of $608 thousand. CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES Cash, cash equivalents and investment securities at September 30, 1997 increased $11.0 million or 21.9% from $50.4 million at year-end 1996. As a percentage of earning assets, cash, cash equivalents and investment securities decreased to 7.0% at September 30, 1997 from 7.3% at December 31, 1996. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses at September 30, 1997 increased 9.9% to $17.0 million from $15.5 million at December 31, 1996. The allowance during the period was impacted by loans charged off, net of recoveries of loans previously charged off, amounting to $502.7 thousand and the loan loss provision of $2.04 million. Net chargeoffs as a percentage of average loans and leases outstanding are .07% for both the nine months ended September 30,1997 and 1996 compared with .2% for the year ended December 31, 1996. For the nine months ended September 30,1997, NCB's provision for loan losses as a percentage of average loans and leases outstanding at September 30, 1997 increased to .4% compared with .1% for the same period in 1996. The increase in the provision is the result of two factors: 1) growth in the real estate and commercial portfolio from the prior year, and 2) management's assessment that additional provision should be recorded due to the current economic environment. The loan loss allowance as a percentage of average loans and leases increased to 2.3% at September 30, 1997 from 2.1% at December 31, 1996. Overall, credit quality remained strong and management considers the current allowance to be adequate to absorb known and inherent risks in the loan portfolio. As shown in Table 3, total nonperforming assets (restructured and non-accruing loans and real estate owned) increased 42.4% from $8.1 million at December 31, 1996 to $11.6 million at September 30, 1997. The increase was the result of a foreclosure on a $5.4 million loan to a food wholesaler in the month of September, 1997. Nonperforming assets as a percentage of loans and leases outstanding plus real estate owned were 1.4% at September 30, 1997 compared with 1.1% at year-end 1996. The allowance for loan losses as a percentage of nonperforming assets decreased to 147.4% at September 30,1997 from 190.8% at December 31, 1996. INTEREST BEARING LIABILITIES Interest bearing liabilities (dollars in thousands) 9/30/97 12/31/96 % Change Deposits $ 82,043 $ 88,620 (7.4%) Short term debt 261,363 224,500 16.4% Long term debt 233,660 202,137 15.6% Subordinated debt 182,803 182,853 0.0% Total $756,869 $698,110 8.4% Interest bearing liabilities increased by 8.4% to $756.9 million at September 30, 1997 from $698.1 million at December 31, 1996. For the first nine months of 1997, deposits at NCB Saving Bank, FSB dropped 7.4% to $82.0 million. The decrease was attributable to scheduled maturities of certificate of deposits. Average maturity of the certificates of deposits is 13 months. At September 30,1997, total short term and long term borrowings (including the subordinated debt) increased 10.7% from year-end 1996. Proceeds from the borrowings were used to fund asset growth, largely the loans available for sale. NCB had approximately $258.4 million outstanding on its short term facilities at the end of the quarter. Included in the short term borrowings are $31.4 million from an affiliate and cooperative entities and $30.0 million of commercial paper. Long term debt increased 15.6% from year-end 1996 due to the issuance of $40.0 million of medium-term notes and $10.0 million under the long term facilities; such increase was partially offset by a paydown of $19.0 million in long-term notes. Unused capacities under the short term and long term facilities of approximately $153.0 million and $90.0 million, respectively, are sufficient to meet anticipated commitments during 1997. TABLE 3 Nonperforming assets (dollars in thousands) Sept. 30, June 30, March 31, Dec. 31, Sept. 30, 1997 1997 1997 1996 1996 Real estate owned $ 5,545 $ 208 $ 377 $ 377 $ 518 Non-accruing 3,801 5,577 2,731 2,601 1,282 Restructured 2,218 5,028 5,098 5,147 4,115 Total $11,564 $10,813 $8,206 $8,125 $5,915 Part II Other Information Item 2. Changes in Securities (c) During the period covered by this report, NCB sold one share of its Class C stock without registration under the Securities Act of 1933 (the "1933 Act") in reliance on the exemption from registration provided by section 4 (2) of the 1933 Act. The stock was sold for $100 in cash without any underwriting discounts or commissions to a cooperative organization eligible to obtain loans from NCB. The stock was not offered to the general public; the purchaser had access to essentially the same information that would be contained in a registration statement and had the capability to evaluate the merits of such an investment. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL CONSUMER COOPERATIVE BANK Date: By: /s/ Richard L. Reed Richard L. Reed, Managing Director, Chief Financial Officer By: /s/ Marietta J. Orcino Marietta J. Orcino Vice President, Tax & Regulatory Compliance Exhibit No. 27 Financial Data Schedule Appendix C to Item 601 of Regulation S-K Bank Holding Companies and Savings and Loan Holding Companies Article 9 of Regulation S-X Item Number Item Description Amount 9-03 (1) Cash 1,020,711 9-03 (2) Int-bearing deposits 19,638,920 9-03 (3) Fed-Funds-Sold 5,724,820 9-03 (4) Trading-Assets 0 9-03 (6) Investments-Held-For-Sale 35,019,259 9-03 (6) Investments-Carrying 0 9-03 (7) Loans 810,980,547 9-03 (7) (2) Allowance 17,045,778 9-03 (11) Total-Assets 913,912,032 9-03 (12) Deposits 82,042,601 9-03 (13) Short-Term 261,362,804 9-03 (15) Liabilities-Other 24,996,435 9-03 (16) Long-Term 416,462,705 9-03 (21) Common 105,713,533 9-03 (22) Other Stock Equity 94,015 9-03 (23) Total-Liability-And-Equity 913,912,032 9-04 (1) Interest-Loan 47,961,897 9-04 (2) Interest-Invest 3,227,878 9-04 (5) Interest-Total 51,189,775 9-04 (6) Interest-Deposit 2,971,432 9-04 (9) Total Interest-Expense 32,113,236 9-04 (10) Interest-Income-Net 19,076,539 9-04 (11) Loan-Losses 2,004,000 9-04 (13) (h) Securities-Gains/Loss 0 9-04 (14) Expense-Other 16,733,232 9-04 (15) Income-Pretax 8,337,448 9-04 (20) Net-Income 7,315,172 9-04 (21) EPS - Primary 9.23 9-04 (21) EPS - Diluted 9.23 I.B.5 Yield-Actual Int Earning 3.17 III.C.1 (a) Loans-Non-accrual 3,801,463 III.C.1 (b) Loans-Past 90 days 1,164,683 III.C.1.(c) Loans-Troubled 2,218,862 III.C.2 Loans-Potential Problem 0 IV.A.1 Allowance-Beginning 15,504,510 IV.A.2 Charge-Offs 677,168 IV.A.3 Recoveries 174,436 IV.A.4 Allowance-End 17,045,778 IV.B.1 Allowance-Domestic 0 IV.B.2 Allowance-Foreign 0 IV.B.3 Allowance-Unallocated 17,045,778