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, 1998 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, 1998 Class C 221,994 (Common stock, $100.00 par value) Class B 922,096 (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, 1998 and December 31, 1997................. 3 Consolidated statements of income - for the three and nine months ended September 30, 1998 and 1997.............................. 4 Consolidated statements of cash flows - for the nine months ended September 30, 1998 and 1997................................... 5-6 Condensed notes to the consolidated financial statements - September 30, 1998.. 7-11 Item 2 Management's discussion and analysis of financial condition and results of operations - for the three and nine months ended September 30, 1998 and 1997.......... 12-22 Item 3 Quantitative and qualitative disclosures about market risk ......................... 22 PART II OTHER INFORMATION Item 6 Exhibits Exhibit 10.16 - Amendment to Fleet Loan Agreement Exhibit 27 - Financial Data Schedule NATIONAL COOPERATIVE BANK CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 1998 1997 Assets Cash and cash equivalents $ 75,242,169 $ 21,689,245 Restricted cash 5,690,096 6,884,572 Investment securities Available-for-sale 41,976,008 61,268,440 Held-to-maturity 1,942,312 1,942,312 Loans and lease financing 588,027,947 584,635,993 Loans held for sale 170,144,145 189,132,330 Less: Allowace for loan losses (17,496,730) (17,638,136) 740,675,362 756,130,187 Other assets 32,909,605 21,389,059 Total assets $898,435,552 $869,303,815 Liabilities and Members' Equity Liabilities Deposits $113,963,720 $ 83,825,979 Patronage dividends payable in cash 3,070,189 5,872,708 Other liabilities 31,296,157 17,072,271 Borrowings Short-term 239,022,469 243,120,607 Long-term 191,634,856 204,793,392 430,657,325 447,913,999 Subordinated debt 182,725,381 182,785,385 Total borrowings 613,382,706 630,699,384 Total liabilities 761,712,772 737,470,342 Members' equity Common stock Class B 92,209,648 84,004,502 Class C 22,199,404 21,904,447 Class D 300 300 Retained earnings Allocated 3,922,719 8,109,931 Unallocated 17,739,728 17,474,132 Unrealized gain on investment securities available-for-sale 650,981 340,161 Total members' equity 136,722,780 131,833,473 Total liabilities and members' equity $898,435,552 $869,303,815 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Nine Months Ended Three Months Ended September 30, September 30, 1998 1997 1998 1997 Interest income Loans and lease financing $49,219,198 $47,961,897 $16,961,818 $17,073,791 Investment securities 4,407,079 4,577,103 1,392,289 1,471,209 Total interest income 53,626,277 52,539,000 18,354,107 18,545,000 Interest expense Deposits 3,465,479 2,971,432 1,343,115 954,298 Short-term borrowings 11,014,736 9,154,820 4,325,657 3,529,479 Long-term debt,other borrowings and subordinated debt 19,623,263 19,986,984 6,452,345 6,944,315 Total interest expense 34,103,478 32,113,236 12,121,117 11,428,092 Net interest income 19,522,799 20,425,764 6,232,990 7,116,908 Provision for loan losses 812,881 2,044,000 30,000 655,000 Net interest income after provision for loan losses 18,709,918 18,381,764 6,202,990 6,461,908 Non-interest income Gain on sale of loans 4,017,035 1,801,975 95,680 60,666 Loan and deposit servicing fees 1,891,524 1,664,558 639,341 552,615 Other 3,571,969 3,245,467 1,168,414 1,246,719 Total non-interest income 9,480,528 6,712,000 1,903,435 1,860,000 Non-interest expenses Compensation and employee benefits 11,218,378 9,068,209 3,378,087 3,360,102 Contractual services 3,085,029 2,604,307 1,146,493 878,021 Occupancy and equipment 3,157,296 2,902,869 1,023,399 1,015,493 Contribution to NCB Development Corporation 375,000 125,000 Other 2,011,133 1,805,931 697,510 697,761 Total non-interest expenses 19,471,836 16,756,316 6,245,489 6,076,377 Income before income taxes 8,718,610 8,337,448 1,860,936 2,245,531 Provision for income taxes 1,074,328 1,022,276 404,454 282,744 Net income $ 7,644,282 $ 7,315,172 $ 1,456,482 $ 1,962,787 Distribution of net income Patronage dividends $ 7,644,282 $ 7,315,172 $ 1,456,482 $ 1,962,787 Retained earnings $ 7,644,282 $ 7,315,172 $ 1,456,482 $ 1,962,787 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended September 30, 1998 1997 Cash flows from operating activities Net income $ 7,644,282 $ 7,315,172 Adjustments to reconcile net income to net cash provided by (used in) operating activities Provision for loan losses 812,881 2,044,000 Depreciation and amortization 4,161,146 4,014,516 Gain on sale of assets (4,017,035) (1,801,975) Loans originated for sale (496,969,928) (170,827,847) Proceeds from sale of loans held for sale 510,044,276 146,619,898 Increase in other assets (3,271,561) (2,459,911) Increase in other liabilities 14,223,887 10,345,915 Net cash provided by (used in) operating activities 32,627,948 (4,750,232) Cash flows from investing activities Redemption of restricted cash 1,220,192 1,464,131 Purchases of investment securities Available-for-sale - (5,516,353) Proceeds from maturities and sales of investment securities Available-for-sale 16,586,761 3,522,809 Held-to-maturity - 150,624 Net increase in loans and lease financing (12,000,764) (42,641,746) Proceeds from sale of portfolio loans 8,156,399 - Net cash provided by (used in) investing activities 13,962,588 (43,020,535) Cash flows from financing activities Net increase (decrease) in deposits 30,137,741 (6,577,401) Net (decrease)increase in short-term borrowings (4,098,138) 36,862,804 Proceeds from issuance of long-term debt 34,800,078 31,000,000 Repayment on long-term debt (48,000,000) - Sale of common stock - 400 Dividends paid (256,961) (210,173) Patronage dividends paid (5,620,332) (4,070,946) Net cash provided by financing activities 6,962,388 57,004,684 Increase in cash and cash equivalents 53,552,924 9,233,917 Cash and cash equivalents, beginning of year 21,689,245 17,150,534 Cash and cash equivalents, end of period $ 75,242,169 $ 26,384,451 NATIONAL COOPERATIVE BANK CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Supplemental shedule of noncash investing and financing activities: For the nine months ended September 30, 1998 1997 Unrealized gain(loss)on investment securities available-for-sale $ 310,820 $ (29,241) Interest paid 32,201,761 33,992,130 Income taxes paid 890,000 1,078,752 Loans charged off 1,111,172 677,168 Transfer of real estate owned from loans receivable to other assets - 5,168,018 NATIONAL COOPERATIVE BANK CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 1998 (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, 1998, NCB's portfolio of investment securities, cash and cash equivalents had an average adjusted maturity of 1,420 days with interest rates in those portfolios varying from 5.25% to 8.38%. Cash and Investment Investment Cash Available- Held-to Equivalents for-Sale Maturity Cash $ 4,676,592 $ - $ - Federal funds 33,623,334 - - Money market securities 36,942,243 686,174 - Mutual funds - 1,481,282 - Mortgage-backed securities - 4,937 1,942,312 Corporate bonds - 7,678,122 - U.S. Treasury and Agency obligations - 6,227,292 - Interest-only receivables - 25,898,201 - $75,242,169 $41,976,008 $1,942,312 At September 30, 1998, the investments in the available-for-sale portfolio were recorded at aggregate fair value. Restricted cash of $5,690,096 is held by a trustee for the benefit of certificate holders in the event of loss on certain loans sold in 1993 and 1992, the remaining balance of which totalled $49,543,403 and $57,800,721 respectively, at September 30, 1998. The restricted cash will become available to NCB I, Inc., as the principal balance of the respective loans decreases. On March 25, 1998 and July 27, 1998, $1,003,495 and $216,697, respectively, were 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, 1998 were: Commercial loans $ 349,935,137 Lease financing 37,616,225 Real estate loans Residential 364,231,339 Commercial 6,389,391 $758,172,092 At September 30, 1998 and December 31, 1997 real estate loans held for sale were $170.1 million and $189.1 million, respectively. 3. Impaired Assets Impaired loans at September 30, 1998 and 1997 totalled $1,831,090 and $4,833,838, respectively. The 1998 impaired loans were comprised of nonaccrual loans and a restructured loan totalling $818,701 and $1,012,389, respectively. The 1997 impaired loans were comprised of nonaccrual loans and a restructured loan totalling $3,801,463 and $1,032,375, respectively. A specific allowance of $341,377 and $1,428,349 was set aside for these loans at September 30, 1998 and 1997, respectively, as management's best estimate of their fair value is less than the recorded investment in the loans. During 1998 and 1997, the interest collected on the nonaccrual loans was applied to reduce the outstanding principal. Interest earned on the restructured loans totalled $70,749 and $72,211 during the nine months ended September 30, 1998 and 1997, respectively. At September 30, 1998 there were no commitments to lend additional funds to borrowers whose loans are non-performing. At September 30, 1998 and 1997, NCB had real estate acquired through foreclosure of $4,154,697 and $5,544,726, respectively, which were 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, 1998: Balance at January 1, 1998 $17,638,136 Provision for loan losses 812,881 Charge-offs (1,111,172) Recoveries of loans previously charged off 156,885 Balance at September 30, 1998 $17,496,730 The allowance for loan losses as a percentage of average loans and lease financing outstanding as of the nine months ended September 30, 1998 was 2.3%. 5. Statement of Comprehensive Income The following is a statement of comprehensive income for the nine months ended September 30, 1998: Net income $7,644,282 Other comprehensive income, net of tax: Unrealized gains on securities: Unrealized holding gains arising during period 310,820 Comprehensive income $7,955,102 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, 1998: Retained Retained Total Common Earnings Earnings Unrealized Members' Stock Allocated Unallocated Gain Equity Balance, December 31, 1997 $105,909,249 $ 8,109,931 $17,474,132 $ 340,161 $131,833,473 Net income - - 7,644,282 - 7,644,282 Adjustment to 1996 patronage dividends paid in 1997 (40,338) - - - (40,338) Cancellation and redemption of stock (403,194) - - - (403,194) 1997 patronage dividends distributed in common stock 8,943,635 (8,109,931) (833,704) - 0 Other dividends paid - - (256,961) - (256,961) 1998 patronage dividends To be distributed in cash - - (2,365,302) - (2,365,302) Retained in form of equity - 3,922,719 (3,922,719) - 0 Unrealized gain on investment securities available-for- sale - - - 310,820 310,820 Balance, September 30, 1998 $114,409,352 $ 3,922,719 $17,739,728 $ 650,981 $136,722,780 6. Year 2000 A significant challenge facing NCB, its subsidiaries and affiliate as well as all companies, is the readiness of its computer systems for the next millennium. NCB is dependent upon its internal computer systems and has external interdependencies with other financial institutions and customers. NCB has surveyed all mission critical internal software and systems (See Table (1)) and has determined a remediation strategy. Table (2) reflects the phase completion with respect to all mission critical systems. NCB fully expects all testing to be completed by April 1, 1999. With respect to "non-information technology items", NCB has surveyed the vendors/providers with the results shown in Table (3). NCB is in the process of surveying all associated banks and financial institutions with which a mission critical interdependence exists. Based upon the results of this survey, NCB will take actions which will involve testing of key systems or transitioning to alternative institutional systems. To date, all associated respondents have indicated that they are already or will be Year 2000 compliant by December 31, 1998. To date, direct costs relative to the Year 2000 efforts have totalled less than $100,000. NCB does not anticipate exceeding this amount in addressing all associated Year 2000 issues. All costs to date are and in the future will be funded through operating income and are not considered material. NCB is converting to a new loan accounting system in November 1998 which will replace its existing systems which are not Year 2000 compliant. The cost of this replacement is expected to be less than $500,000. While this system will resolve a Year 2000 issue, it has not been accelerated due to those issues and is proceeding as a phase progress. NCB has surveyed the major portion of its customer base to determine the ability of its customers to continue debt service coverage and will follow with a specific review of annual financial statements for Year 2000 disclosure. A primary risk for NCB lies in the ability of its customers to continue debt service payment on schedule in the Year 2000. To date, survey results indicated that the issue is being addressed. While NCB is confident that all core systems will be tested and found to be compliant by April 1999, efforts are underway to develop contingency plans at the business unit level as an added precaution. The contingency plans will be completed by April 1999. Table (1) Total Mission Critical Systems(MCS) 88 Number of MCS to be: Repaired 0 Replaced 7 Retired 15 Vendor Upgraded 62 Tested Only 4 Outscored 0 Table(2) Phase Completion Status Phase Percent Complete Estimate or Actual #of MCS in Phase Awareness 100% A 67 Assessment 100% A 67 Renovation 87% A 58 Validation 76% E 51 mplementation 76% E 51 Table(3) Non-Information Technology Items (Infrastructure Items) Compliant (y=yes) Kastle System Y Montgomery Kone Y Trane (Elevators) Y Willtel (phone) Y PEPCO Y Sungard Business Recovery Y NATIONAL COOPERATIVE BANK MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 SUMMARY NCB's net income for the nine months ended September 30, 1998 was $7.6 million. This was a 4.5% or $329 thousand increase compared with $7.3 million for the nine months ended September 30, 1997. The variance resulted primarily from a 41.2% increase in non-interest income and a decrease of 60.2% in the provision for loan losses which were partially offset by a 16.2% increase in non-interest expenses. For the three month period ended September 30, 1998, net income decreased to $1.5 million from $2.0 million due to a decrease in net interest income and an increase in non-interest expenses of 12.4% and 2.8%, respectively. Total assets were $898.4 million at September 30, 1998, representing growth of $29.1 million or 3.4% from $869.3 million at December 31, 1997. This growth resulted from increases in cash, cash equivalents, restricted cash and investments of $33.1 million and other assets of $11.5 million which were offset in part by a decrease of $15.6 million in outstanding loans. The annualized return on average total assets was 1.12% for the nine months of 1998 compared with 1.15% for the same period in 1997. The annualized return on average equity for the periods ended September 30, 1998 and 1997 was 7.50% and 7.63%, respectively. NET INTEREST INCOME Net interest income for the nine months ended September 30, 1998 decreased 4.4% or $902.9 thousand from the same period in the prior year. As shown on Table 1, net interest spread decreased 23 basis points to 2.06% from 2.29% while net interest yield on earning assets was 2.96% and 3.29% for the nine months ended September 30,1998 and 1997, respectively. In comparison to the year earlier quarter, net interest income decreased 12.4% or $883.9 thousand. As shown on Table 1A, net interest spread and net yield on interest earning assets decreased by 50 basis points and 78 basis points, respectively. As shown on Table 2 and Table 2A, for the nine months and three months ended September 30, 1998, the decrease in net interest income was largely due to lower yields on investments and real estate loans held for sale. For the nine months ended September 30, 1998, interest income went up 2.1% or $1.1 million to $53.6 million compared with $52.5 million from the prior year. The increase in interest income was mostly due to a higher average balance of the real estate loans (most of which are held for sale). Interest income was down 1.0% or $191 thousand to $18.4 milion from the three months ended September 30, 1998 compared with $18.5 million of the prior year's quarter. As shown on Table 1A, interest income decreased primarily due to lower interest rates on real estate loans. Interest expense increased 6.2% or $2.0 million to $34.1 million for the nine months ended September 30, 1998 compared with $32.1 million for the same period in 1997. Interest expense went up due to a higher volume of notes payable required to fund growth of the loans held for sale and increased volume of deposits. The average rate on interest bearing liabilities decreased 11 basis points to 6.07% from 6.18%. For the three month period ended September 30, 1998, interest expense increased 6.1% or $693 thousand to $12.1 million from $11.4 million for the three months ended September 30, 1997 due to increased expenses to "warehouse" loans for future sale. The average rate on interest bearing liabilities decreased 59 basis points to 6.11% compared with 6.70% in the same period in 1997. NON-INTEREST INCOME Non-interest income for the nine months ended September 30, 1998 of $9.5 million increased 41.2% or $2.8 million from $6.7 million for the same period last year. Non-interest income is composed of gains from sale of loans, servicing fees, origination fees, management fees and financial advisory and debt placement fees. The majority of the increase was caused by increased gains due to a higher volume of assets sold to the secondary market. Assets sold were $493.8 million and $154.5 milion for the first nine months of 1998 and 1997, respectively. For the nine months ended September 30, 1998, gain on sale of blanket mortgages and share loans was $4.0 million compared with $1.8 million in the same period last year. The gain on sale was net of a $3.3 million mark to market adjustment on the loans held for sale at September 30, 1998. For the nine months ended September 30,1998 and 1997, NCB earned servicing income of $1.9 million and $1.7 million, respectively, based on loans serviced for others of $1.7 billion and $1.2 billion at September 30, 1998 and 1997, respectively. Other income increased 10.0% to $3.6 million for the nine month period ended September 30, 1998 compared with $3.2 million for the same period in 1997. The majority of other income is related to commercial line of business activities. For the three month period ended September 30, 1998, non-interest income went up 2.3% or $43 thousand to $1.9 million from the same period in the prior year. The majority of the increase was related to servicing fees received during the third quarter of 1998. NON-INTEREST EXPENSES Non-interest expenses for the nine months ended September 30, 1998 increased 16.2% to $19.5 million compared with $16.8 million for the nine months ended September 30, 1997. Compensation and benefits, representing 57.6% and the largest component of non-interest expenses, increased 23.7% or $2.2 million. The increase was due to a higher employee base at the start of 1998 and to higher bonus accruals related to higher origination volume for the current period compared with 1997. Contractual services, occupancy and equipment and other expenses had a total increase of $940.4 thousand or 12.9% from $7.3 million for the nine months ended September 30, 1997 to $8.3 million for the same period this year. The majority of the variance was caused by increases in corporate marketing and development, office space rent and equipment and technology costs. Non-interest expenses, excluding the voluntary contribution to NCB Development Corporation, increased slightly as a percentage of average assets to 2.1% for the nine months ended September 30, 1998 from 1.9% for the nine months ended September 30, 1997. For the three months ended September 30, 1998, non-interest expenses increased $169 thousand or 2.8% to $6.2 million from $6.1 million for the same period in 1997. The increase was primarily due to expenses related to corporate business development. Table 1 Rate Related Assets and Liabilities (dollars in thousands) Nine Months Ended September 30, ASSETS 1998 1997 Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Interest earning assets Real estate loans $417,481 $25,497 8.14% $369,237 $24,198 8.74% Commercial loans and leases 358,380 23,722 8.83% 368,887 23,764 8.59% Total loans and leases 775,861 49,219 8.46% 738,124 47,962 8.66% Investment securities and cash equivalents 103,231 4,407 5.69% 89,257 4,577 6.84% Total interest earning assets 879,092 53,626 8.13% 827,381 52,539 8.47% Allowance for loan losses (17,799) (16,492) Non-interest earning assets Cash 2,026 5,089 Other assets 46,326 33,167 Total non-interest earning assets 48,352 38,256 Total assets $909,645 $849,145 LIABILITIES AND MEMBERS' EQUITY Interest bearing liabilities Subordinated debt $182,542 8,207 5.99% $182,542 7,797 5.70% Notes payable 465,814 22,431 6.42% 426,120 21,345 6.68% Deposits 101,368 3,465 4.56% 83,892 2,971 4.72% Total interest bearing liabilities 749,724 34,103 6.07% 692,554 32,113 6.18% Other liabilities 23,948 35,556 Members' equity 135,973 121,035 Total liabilities and members' equity $909,645 $849,145 Net interest earning assets $129,368 $134,827 Net interest revenues and spread $19,523 2.06% $20,426 2.29% Net yield on interest earning assets 2.96% 3.29% Table 1A Rate Related Assets and Liabilities (dollars in thousands) Three Months Ended September 30, ASSETS 1998 1997 Average Income/ Yields/ Average Income/ Yields/ Balance Expense Rates Balance Expense Rates Interest earning assets Real estate loans $442,468 $ 8,851 8.00% $357,963 $ 9,043 10.11% Commercial loans and leases 367,968 8,111 8.82% 369,832 8,030 8.69% Total loans and leases 810,436 16,962 8.37% 727,795 17,073 9.38% Investment securities and cash equivalents 108,549 1,392 5.13% 89,014 1,471 6.61% Total interest earning assets 918,985 18,354 7.99% 816,809 18,544 9.08% Allowance for loan losses (17,667) (17,107) Non-interest earning assets Cash 804 6,585 Other assets 41,401 37,349 Total non-interest earning assets 42,205 43,934 Total assets $943,523 $843,636 LIABILITIES AND MEMBERS' EQUITY Interest bearing liabilities Subordinated debt $182,542 2,922 6.40% $182,542 2,630 5.76% Notes payable 497,786 7,856 6.31% 415,187 7,843 7.56% Deposits 113,176 1,343 4.75% 84,501 954 4.52% Total interest bearing liabilities 793,504 12,121 6.11% 682,230 11,427 6.70% Other liabilities 13,547 33,787 Members' equity 136,472 127,619 Total liabilities and members' equity $943,523 $843,636 Net interest earning assets $125,481 $134,579 Net interest revenues and spread $ 6,233 1.88% $ 7,117 2.38% Net yield on interest earning assets 2.71% 3.49% Table 2 Change in Net Interest Income (dollars in thousands) For the nine months ended September 30, 1998 compared to 1997 Increase (decrease) due to changes in: Average Average Volume* Yield Net** Interest Income Cash equivalents and investment securities $ 659 $ (829) $ (170) Commercial loans and leases (686) 644 (42) Real estate loans 3,020 (1,721) 1,299 Total interest income 2,993 (1,906) 1,087 Interest Expense Deposits 601 (107) 494 Notes payable 1,934 (848) 1,086 Subordinated debt 0 410 410 Total interest expense 2,535 (545) 1,990 Net interest income $ 458 $(1,361) $ (903) * 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, 1998 compared to 1997 Increase (decrease) due to changes in: Average Average Volume* Yield Net** Interest Income Cash equivalents and investment securities $ 287 $ (366) $ (79) Commercial loans and leases (41) 122 81 Real estate loans 1,899 (2,092) (193) Total interest income 2,145 (2,336) (191) Interest Expense Deposits 338 51 389 Notes payable 1,420 (1,408) 12 Subordinated debt 0 292 292 Total interest expense 1,758 (1,065) 693 Net interest income $ 387 $(1,271) $ (884) * 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 income tax provision for the nine months ended September 30, 1998 was $1.07 million compared with the prior year's provision of $1.02 million. CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES Cash, cash equivalents and investment securities at September 30, 1998 increased $33.1 million or 36.0% from $91.8 million at year- end 1997. As a percentage of interest earning assets, cash, cash equivalents and investment securities increased to 14.1% from 10.6% at December 31, 1997. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses at September 30, 1998 decreased .8% to $17.5 million from $17.6 million at December 31, 1997. The allowance during the period was impacted by loans charged off of $1.1 million, recoveries of loans previously charged-off amounting to $157 thousand, and the provision of $813 thousand. Net charge- offs as a percentage of average loans and leases outstanding were .1% for the nine months ended September 30, 1998 compared with .2% for the year ended December 31, 1997. Overall, credit quality remained strong. NCB's provision for loan losses as a percentage of average loans and leases outstanding decreased to .1% at September 30, 1998 compared with .4% for the same period in 1997. The loan loss allowance as a percentage of average loans and leases remained flat at 2.3% on September 30, 1998 and December 31, 1997. Management considers the current allowance to be adequate to absorb known and inherent risks in the loan portfolio. As shown in Table 3, total impaired assets (restructured, non- accruing loans and real estate owned) decreased from $9.2 million at December 31, 1997 to $6.0 million at September 30, 1998. The decrease was caused by the sale of various parcels of foreclosed real estate and a decline in non-accruing loans. Impaired assets as a percentage of loans and leases outstanding plus real estate owned were .8% at September 30, 1998 compared with 1.2% at year-end 1997. The allowance for loan losses as a percentage of impaired assets increased to 292.3% at September 30, 1998 from 192.2% at December 31, 1997. INTEREST BEARING LIABILITIES Interest bearing liabilities (dollars in thousands) 9/30/98 12/31/97 % Change Deposits $113,964 $ 83,826 36.0% Short-term debt 239,022 243,121 -1.7% Long-term debt 191,635 204,793 -6.4% Subordinated debt 182,725 182,785 0.0% Total $727,346 $714,525 1.8% Interest bearing liabilities increased 1.8% to $727.3 million at September 30, 1998 from $714.5 million at December 31, 1997. For the first nine months of 1998, deposits at NCB Savings Bank, FSB increased 36.0% to $114.0 million from $83.8 million at year-end 1997. The growth was attributable to an aggressive campaign to attract local and national deposit accounts and cooperative customers. The average maturity of the certificates of deposits is 15.9 months as of September 30, 1998. Funds generated by the increased deposit activity were used to originate single-family loans and increase liquidity. At September 30, 1998, total short-term and long-term borrowings (including the subordinated debt) decreased 2.7% from year-end 1997. Proceeds from the sale of loans were used to pay down the debt. NCB had approximately $239.0 million, net of discount, outstanding on its short-term facilities at September 30, 1998. Included in the short-term borrowings were revolving lines of credit of $145.0 million; commercial paper program with a face value of $75.0 million and $19.3 million in borrowings from an affiliate and cooperative customers. Long-term debt decreased 6.4% from year-end 1997 due to payments of $28.0 million under the long term facilities which were partially offset by an additional issuance of $15.0 million of medium-term notes. Unused capacity under the short-term and long- term facilities of approximately $183.2 million and $85.0 million, respectively, are sufficient to meet anticipated disbursements during 1998. TABLE 3 Impaired assets (dollars in thousands) Sept. 30, June 30, March 31, Dec. 31, Sept. 30, 1998 1998 1998 1997 1997 Real estate owned $4,155 $4,272 $ 5,068 $5,114 $ 5,545 Non-accruing 819 3,445 5,738 3,030 3,801 Restructured 1,012 1,016 1,022 1,027 1,032 Total $5,986 $8,733 $11,828 $9,171 $10,378 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK No material changes in NCB's market risk profile occurred from December 31, 1997 to September 30, 1998. 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