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 March 31, 1996 Commission File Number 0-11448 LSB BANCSHARES, INC. One LSB Plaza Lexington, North Carolina 27292 (704) 246-6500 Incorporated in the State of North Carolina IRS Employer Identification No. 56-1348147 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $5.00 Per Share LSB Bancshares, Inc., 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 such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. The number of shares outstanding as of March 31, 1996 was 5,382,760. LSB BANCSHARES, INC. FORM 10-Q INDEX Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets March 31, 1996 and December 31, 1995 Consolidated Statements of Income Three Months Ended March 31, 1996 and 1995 Consolidated Statements of Cash Flows Three Months Ended March 31, 1996 and 1995. Notes to Consolidated Financial Statements Three Months Ended March 31, 1996 and 1995. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders. Item 6. Exhibits and Reports on Form 8-K Signatures PART I. FINANCIAL INFORMATION Item 1. Financial Statements LSB Bancshares, Inc. Consolidated Balance Sheets (In Thousands) March 31 December 31 1996 1995 Assets Cash and Due from Banks $ 16,421 $ 17,581 Federal Funds Sold 3,575 10,025 Investment Securities: Held to Maturity, Market value 77,789 and 84,679 76,704 82,922 Available for Sale, at Market Value 29,708 26,046 Loans: Commercial 77,655 74,980 Installment 49,055 48,972 Mortgage 105,377 102,715 Total Loans 232,087 226,667 Less, Reserve for Loan Losses (2,735) (2,730) Net Loans 229,352 223,937 Premises and Equipment 8,881 8,733 Other Assets 6,115 5,782 Total Assets $ 370,756 $ 375,026 Liabilities Deposits: Demand $ 41,317 $ 42,660 Savings, N.O.W. and Money Market Accounts 155,662 159,894 Certificates of Deposit of less than $100,000 99,720 97,757 Certificates of Deposit of $100,000 or more 21,516 22,978 Total Deposits 318,215 323,289 Securities Sold Under Agreements to Repurchase 1,427 1,494 Other Liabilities 2,678 2,133 Total Liabilities 322,320 326,916 Shareholders' Equity Capital Stock: Common, authorized 10,000,000 shares, Par Value $5, issued 5,382,760 shares in 1996 and 5,353,981 shares in 1995......... 26,914 21,495 Paid-In Capital 11,286 11,255 Retained Earnings 10,191 15,048 Net Unrealized Loss on Securities Available for Sale 45 312 Total Shareholders' Equity 48,436 48,110 Total Liabilities and Shareholders' Equity $ 370,756 $ 375,026 LSB Bancshares, Inc. Consolidated Statements of Income (In Thousands Except Share Data) Three Months Ended March 31 1996 1995 Interest Income Interest and Fees on Loans $ 5,345 $ 4,726 Interest on Investment Securities: Taxable 1,162 1,225 Tax Exempt 486 494 Federal Funds Sold 148 193 Total Interest Income 7,141 6,638 Interest Expense Deposits 2,835 2,638 Securities Sold Under Agreements to Repurchase 16 13 Total Interest Expense 2,851 2,651 Net Interest Income 4,290 3,987 Provision for Loan Losses 73 63 Net Interest Income After Provision for Loan Losses 4,217 3,924 Noninterest Income Service Charges on Deposit Accounts 493 447 Gains/Losses on Sales of Mortgages (7) 6 Other Operating Income 469 283 Total Noninterest Income 955 736 Noninterest Expense Personnel Expense 1,942 1,853 Occupancy Expense 192 208 Equipment Depreciation and Maintenance 167 164 Other Operating Expense 935 1,069 Restructuring Charges 517 0 Total Noninterest Expense 3,753 3,294 Income Before Income Taxes 1,419 1,366 Income Taxes 345 328 Net Income $ 1,074 $ 1,038 Net Income Per Share $ 0.20 $ 0.19 Weighted Average Shares Outstanding 5,382,760 5,350,250 LSB Bancshares, Inc Consolidated Statements of Cash Flows (In Thousands) Three Months Ended March 31 1996 1995 Cash Flow From Operating Activities Net income $ 1,074 $ 1,038 Adjustments to reconcile net income to net cash: Depreciation and amortization 161 173 Securities premium amortization and discount accretion, net 10 (160) (Increase) decrease in loans held for sale 28 600 Deferred income taxes 131 183 Income taxes payable 240 155 (Increase) decrease in income earned but not received (255) (240) Increase (decrease)in interest accrued but not paid (22) 159 Provision for loan losses 73 63 Gain on sale of investment securities 0 0 Gain on sale of premise and equipment 0 0 Net cash provided by operating activities 1,440 1,971 Cash Flow From Investing Activites Purchases of securities held to maturity 0 (482) Proceeds from maturities of securities held to maturity 6,209 6,000 Proceeds from sales of securities held to maturity 0 0 Purchases of securities available for sale (4,067) (3,912) Proceeds from maturities of securities available for sale 0 0 Proceeds from sales of securities available for sale 0 0 Net (increase) decrease in loans made to customers (5,515) (4,000) Purchases of premises and equipment (309) (105) Proceeds from sale of premises and equipment 0 12 Net (increase)decrease in Federal Funds sold 6,450 2,075 (Increase) decrease in other assets (74) (236) Net cash used by investing activities 2,694 (648) Cash Flow From Financing Activities Net increase (decrease) in demand deposits, NOW, money market and savings accounts (5,576) (5,817) Net increase (decrease) in time deposits 502 5,084 Net increase (decrease) in securities sold under agreements to repurchase (68) 139 Dividends paid (550) (513) Net increase (decrease) in other liabilities 328 (163) Common stock Issued 69 98 Net cash provided by financing activities (5,295) (1,172) Increase (decrease) in cash (1,161) 151 Cash at the beginning of the period 17,581 17,326 Cash at end of period $ 16,420 $ 17,477 Supplemental Disclosures Of Cash Flow Information Cash paid during the years for: Interest $ 2,872 $ 2,491 Income Taxes 0 0 Supplemental Disclosures Transfer of loans to other real estate owned $ 91 $ 163 Unrealized losses on securities available for sale: Increase (decrease) in securities available for sale $ (405) $ 487 Increase (decrease) in deferred taxes (138) 166 Increase (decrease) in shareholders' equity (267) 321 LSB Bancshares, Inc. Notes to Consolidated Finacial Statements Three Months Ended March 31, 1996 and 1995 Note 1. Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. The accompanying unaudited Consolidated Financial Statements include the accounts of LSB Bancshares, Inc. (the Corporation) and its wholly- owned subsidiary Lexington State Bank (the Bank) and the Bank's wholly-owned subsidiaries Peoples Finance Company of Lexington, Inc. and LSB Financial Services, Inc. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. Note 2. Investment Securities Investment securities totaling $48,173,000 and $48,000,000 as of March 31, 1996 and 1995, were pledged to secure public deposits as required by law. Note 3. Loans (Table In Thousands) A summary of consolidated loans follows: March 31 1996 1995 Commercial $ 77,655 $ 62,165 Installment 46,541 45,872 Mortgage 105,377 98,272 Credit Cards 2,514 2,296 Total $ 232,087 $ 208,605 Bancshares' policy under SFAS 114 for impaired loan accounting subjects all loans to impairment recognition except for large groups of smaller-balance homogeneous loans such as credit card, residental mortgage and consumer loans. Bancshares generally considers most loans 90 days or more past due and all nonaccrual loans to be impaired. LSB Bancshares, Inc. Notes to Consolidated Financial Statements (cont.) Three Months Ended March 31, 1996 and 1995 Interest income on impaired loans is recognized consistent with Bancshares' income recognition policies. For all impaired loans other than nonaccrual loans, interest income is recorded on an accrual basis. Interest income on nonaccrual loans is recognized on a cash basis. The adoption of SFAS 114 and SFAS 118 did not have a material effect on Bancshares' financial position or results of operations and required no increase to the reserve for loan losses. At March 31, 1996, the total investment in loans that are considered impaired under SFAS 114 was $3,778,354 (of which $1,041,395 were nonaccrual loans). A related valuation allowance of $554,822 was determined for the total amount of impaired loans. The average recorded investment in impaired loans for the quarter ended March 31, 1996, was approximately $3,802,102. . Note 4. Reserve for Loan Losses (In Thousands) The following sets forth the analysis of the consolidated reserve for loan losses: Three Months Ended March 31 1996 1995 Balances at beginning of periods $ 2,730 $ 2,641 Provision for loan losses 73 63 Recoveries of amounts previously charged off 18 19 Loan losses (86) (66) Balances at end of periods $ 2,735 $ 2,657 Note 5. Restructuring Charges In January 1996, the Board of Directors of Bancshares approved a strategic plan to improve operating efficiencies. The major element of the plan was the reduction in staff through an offer of early retirement to all employees 55 years of age or older with ten years or more of service. Of the employees offered this opportunity, 68% opted for early retirement, which was effective March 31, 1996. The costs associated with increases in the actuarially determined pension and postretirement medical expenses totaled $485,000, severance costs associated with the early retirement package totaled $27,000 and professional fees for administration of the early retirement totaled $5,000. LSB Bancshares, Inc. Notes to Consolidated Financial Statements (cont.) Three Months Ended March 31, 1996 and 1995 Note 6. Stock Split In January of 1996, the Board of Directors of Bancshares declared a five-for-four stock split payable February 15, 1996. All previously reported per share amounts have been restated to reflect this stock split. Note 7. Other Accounting Changes As of January, 1996, Bancshares adopted Financial Accounting Standards No. 122 (SFAS 122), "Accounting for Mortgage Servicing Rights". SFAS 122 requires that an entity recognize as separate assets rights to service mortgage loans for others however those rights are acquired. This statement amends certain provisions of SFAS 65 to eliminate the distinction between rights to service mortgage loans for others that are acquired through loan origination activities and rights to service mortgage loans for others that are acquired through purchase transactions. All of Bancshares' mortgage servicing rights were acquired through loan origination activities. Under SFAS 122, servicing rights are to be calculated based on the present value of the fair market value of the servicing fees at the time the loan is sold, with consideration given to any prepayment assumptions. The value of the servicing rights are then amortized over the life of the loan. SFAS 122 also requires that all capitalized servicing rights be evaluated periodically for impairment based on the excess of the carrying amount of such rights over their fair value. For purposes of measuring impairment, capitalized mortgage serving rights are stratified on the basis of one or more of the predominant risk characteristics of the underlying loans. The application of SFAS 122 to originated mortgage servicing rights acquired through loan origination activities for the three months ended March 31, 1996, was not material and resulted in no impairment adjustments. Disclosure requirements of Financial Accounting Standards No. 123 (SFAS 123) "Accounting for Stock-Based Compensation" are applicable for financial statements for fiscal years beginning after December 15, 1995. SFAS 123 establishes a fair value based method of accounting for stock options and other equity instruments used in employee compensation plans. SFAS 123 also requires significantly expanded disclosures, including disclosure of the pro forma amount of net income and earnings per share as if the fair value based method were used to account for stock-based compensation, if the intrinsic value method of APB -25 is retained. Bancshares intends to retain APB-25 in its pro forma disclosure for fiscal year 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three Months Ended March 31, 1996 Compared to Three Months Ended March 31. 1995 Net Interest Income The primary source of earnings for the Corporation is net interest income, which represents the dollar amount by which interest generated by earning assets exceeds the cost of funds. Earning assets consist primarily of loans and investment securities and cost of funds is the interest paid on interest-bearing deposits. Net interest income of $7,141,000 for the first quarter of 1996 was up $503,000 or 7.6% compared to $6,638,000 for the first quarter of 1995. The moderately declining interest rate environment of 1995 continued into 1996 with a 25 basis point drop in the prime interest rate on February 1, 1996. This placed the prime interest rate at 8.25%. The prime interest rate is used as an interest rate indicator by banks. Relatively stable interest rates, coupled with good growth in the bank's loan portfolio, contributed to the gain in net interest income experienced in the first quarter of 1996. The total loan portfolio at March 31, 1996 was up $5,420,000 or 2.4% compared to December 31, 1995 and $23,482,000 or 11.3% compared to March 31, 1995. The majority of this growth was in the commercial loan portfolio. During the first quarter of 1996, the Bank's interest sensitivity position improved, enhancing the ability to appropriately reprice earning assets and interest-bearing liabilities, thereby maximizing net interest income. Noninterest Income and Expense Noninterest income for the first quarter of 1996 was up $219,000 or 29.8% compared to the first quarter of 1995. Fee income from service charges on deposit accounts for the first quarter of 1996 was up $46,000 or 10.3% compared to the first quarter of 1995. The Bank announced an increase in service charge fees in September 1995 which became effective November 1, 1995. Management believes this adjustment in service charge fees will significantly benefit noninterest income for 1996. Other operating income for the first quarter of 1996 was up $186,000 or 29.8% compared to the first quarter of 1995. The majority of this increase is short-term lease income from Other Real Estate property while awaiting final disposition, related new loan fees and dividend income from the Federal Home Loan Bank, which the Bank joined in the third quarter of 1995. Noninterest expense for the first quarter of 1996 increased $459,000 or 13.9% compared to the first quarter of 1995. Restructuring charges of $517,000 were incurred in the first quarter of 1996 as a part of the Bank's strategic plan for improving operating efficiencies. The restructure plan included an offer for early retirement to all employees 55 years of age with ten years of service. Of this group, 68% opted for early retirement, which was effective March 31, 1996. Following restructuring, the Bank's full time equivalent staff was 238. Personnel expense, comprised of salaries and fringe benefits, increased $89,000 or 4.8% in the first quarter of 1996 compared to the first quarter of 1995. Occupancy expense for the first quarter of 1996 decreased $16,000 or 7.7% compared to the first quarter of 1995. Equipment depreciation and maintenance expense remained relatively unchanged for the periods being compared. Other Operating Expense for the first quarter of 1996 was down $134,000 or 12.5% compared to the first quarter of 1995. The contributing factor to this decrease was a reduction in the Federal Deposit Insurance Corporation (FDIC) insurance premium. This line item expense for the first quarter of 1996 was down $171,000 from the corresponding period in 1995. An increase in other miscellaneous expense items of $37,000 for the first quarter of 1996 produced the net increase in Other Operating Expense noted above. Asset Quality and Provision for Loan Losses The reserve for loan losses was $2,735,000 or 1.18% of loans outstanding at March 31, 1996 compared to $2,730,000 or 1.20% of loans outstanding at December 31, 1995 and $2,657,000 or 1.27% at March 31, 1995. Nonperforming loans totaled $3,124,000 or 1.35% of loans outstanding at March 31, 1996 compared to $1,979,000 or .95% of loans outstanding at March 31, 1995. Nonperforming loans include nonaccrual loans, restructured loans, other real estate acquired through foreclosed properties and accruing loans ninety days or more past due. At March 31, 1996, the Bank had $287,000 in restructured loans, $1,388,000 in nonaccrual loans and $1,078,000 in other real estate. Accruing loans past due 90 days or more were $370,000 at March 31, 1996 compared to $868,000 at March 31, 1995. The accrual of interest generally discontinues on any loan that becomes 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security and the loan is considered to be in the process of collection. At March 31, 1996, the reserve for loan losses was .88 times the nonperforming loans, compared to 1.08 times at December 31, 1995 and 1.34 times nonperforming loans at March 31, 1995. Loans classified for regulatory purposes as loss, doubtful, substandard or special mention that have not been disclosed as nonperforming do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. Income Taxes Accrued taxes applicable to income for the three-month period ended March 31, 1996 was up $17,000 compared to the three-month period ended March 31, 1995. Pretax income for the first three months of 1996 was $1,419,000, an increase of $53,000 compared to $1,366,000 for the first three months of 1995. The increase in accrued taxes for the first three months of 1996 is attributable to this modest increase in income. Capital Resources and Shareholders' Equity Regulatory guidelines require minimum levels of capital, based on a risk weighting of each asset category and off-balance sheet contingencies. At March 31, 1996, based on these measures, the Bank's ratio for Tier 1 capital was 21.21% compared to the regulatory minimum risk-based capital ratio requirement of 4%. The Bank's Tier 2 capital ratio at this date was 22.41% compared to the regulatory requirement of 8%. Tier 1 or core capital, as defined by federal bank regulators, equals common shareholders' equity capital less goodwill and other disallowed intangible assets. Tier 2 capital is the allowable portion, as defined by the federal regulators, of the allowance for loan losses and 100% of Tier 1 capital. Federal banking guidelines for risk- based capital limit the amount of the allowance for loan losses allowable in Tier 2 or total capital to 1.25% of risk-weighted assets. In January of 1996, the Board of Directors of Bancshares announced a five-for-four stock split payable February 15, 1996. This increased the outstanding shares of capital stock to 5,382,760. In addition, the cash dividend was increased 4.4% to $ .10 per share for the quarterly dividend payable April 15, 1996. Interest Rate Sensitivity and Liquidity Asset/liability management is the process used to monitor exposure to interest rate risk, balance sheet trends, pricing policies and the Bank's liquidity position. The goals of asset/liability management are to ensure profitability and performance, minimize risk, adhere to proper liquidity and maintain sound capital. Profitability and performance are affected by balance sheet composition and interest rate movements. Market conditions, interest rate trends and the economic environment are all evaluated in the asset/liability management decision-making process. As core deposits are the primary funding sources for assets, proportionate balances are maintained within earning assets and interest-bearing liabilities. To minimize risk of interest rate movements, the asset/liability management process seeks to match maturities and repricing opportunities of interest-sensitive assets and liabilities. This interest rate risk is monitored by way of an interest sensitivity analysis, which is presented in Table 1 as of March 31, 1996. On that date, the gap between interest-sensitive assets and interest-sensitive liabilities was a negative $51,877,000 or .79. Management believes that is an acceptable level under current economic conditions. Asset/liability management also addresses proper liquidity positioning and sound capital. To a great extent, adequate liquidity and a strong capital base are by-products of profitability and performance. The Bank requires liquidity in order to fund current and future extensions of credit, meet deposit withdrawals and otherwise sustain operations. As an integral part of the asset/liability management process, the liquidity position is closely monitored and evaluated regularly. Accounting and Regulatory Issues As of January 1996, Bancshares adopted Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS 121 requires long-lived assets and certain identifiable intangibles to be separated into two categories for purposes of accounting for an impairment of assets. Assets to be held and used are to be reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets to be disposed of that are not subject to APB-30 requirements are to be accounted for at the lower of carrying amount or fair value less cost to sell when management has committed to a plan to dispose of the assets. Bancshares' policy is to review all assets to be held and used and long- lived assets to be disposed of in accordance to SFAS 121 and to recognize any impairment loss at the time of occurrence. As of March 31, 1996, Bancshares had no assets to be held and used requiring impairment recognition and no long-lived assets to be disposed of. As of January 1996, Bancshares adopted Financial Accounting Standards No. 122 (SFAS 122), "Accounting for Mortgage Servicing Rights". SFAS 122 requires that an entity recognize as separate assets rights to service mortgage loans for others however those rights are acquired. This statement amends certain provisions of SFAS 65 to eliminate the distinction between rights to service mortgage loans for others that are acquired through loan origination activities and rights to service mortgage loans for others that are acquired through purchase transactions. While Bancshares has originated mortgage servicing rights acquired through loan origination activities, it does not have purchased mortgage servicing rights acquired through purchase transactions. Under SFAS 122, servicing rights are to be calculated based on the present value of the fair market value of the servicing fees, with consideration given to any prepayment assumptions and amortization over the life of the loan. SFAS 122 also requires that all capitalized servicing rights be evaluated for impairment based on the excess of the carrying amount of such rights over their fair value. For purposes of measuring impairment, capitalized mortgage serving rights are stratified on the basis of one or more of the predominant risk characteristics of the underlying loans. The application of SFAS 122 to originated mortgage servicing rights acquired through loan origination activities for the three months ended March 31, 1996 was not material and resulted in no impairment adjustments to capitalized mortgage servicing rights. Disclosure requirements of Financial Accounting Standards No. 123 (SFAS 123) "Accounting for Stock-Based Compensation" are applicable for financial statements for fiscal years beginning after December 15, 1995. SFAS 123 establishes a fair-value based method of accounting for stock options and other equity instruments used in employee compensation plans. SFAS 123 also requires significantly expanded disclosures, including disclosure of the pro forma amount of net income and earnings per share as if the fair value based method were used to account for stock-based compensation, if the intrinsic value method of APB -25 is retained. Bancshares intends to retain APB-25 in its pro forma disclosure for fiscal year 1996. Item 4. Submission of Matters to Vote of Security Holders The Company held its Annual Meeting of Shareholders on April 17, 1996. Proxies were solicited in connection with the Annual Meeting in accordance with Regulation 14 under the Securities Exchange Act of 1934, as amended, pursuant to a Proxy Statement dated March 13, 1996, in the form as filed by the Company with the Securities and Exchange Commission on March 13, 1996. At the Annual Meeting, the shareholders of the Company: (i) elected five members to the Company's Board of Directors, (ii) ratified the appointment of Turlington and Company LLP to conduct the independent audit for the year 1996 and (iii) voted to approve the LSB Bancshares, Inc. 1996 Omnibus Stock Incentive Plan; (iv) voted against a shareholder proposal relating to minimum share ownership requirements for members of the Board of Directors of the Company, each as more fully described in the Proxy Statement. Of the 5,382,760 shares of the Company's common stock represented and entitled to vote at the Annual Meeting, the number of shares cast for, against and withheld, and the number of abstentions and broker nonvotes, as to each proposal are set forth below: 1. Elections of Directors. For (Proxy) Withheld Leonard H Beck 3,649,080 38,115 Samual R Harris 3,631,561 55,634 David A Smith 3,633,021 54,174 Burr W Sullivan 3,648,305 38,890 Peggy B Barnhardt 3,647,890 39,305 2. Ratification of appointment of Turlington and Company LLP, CPA's, to conduct the independent audit for the year 1996. For Against Abstaining 3,650,738 30,382 6,075 3. Proposal to approve the LSB Bancshares, Inc. 1996 Omnibus Stock Incentive Plan. For Against Abstaining 3,278,551 289,381 119,263 4. Shareholder proposal by W. Robert Koontz relating to minimum share ownership requirements for Directors. For Against Abstaining 611,800 2,661,302 47,878 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. None filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date May 10,1996 LSB BANCSHARES, INC. (Registrant) Monty J. Oliver Monty J. Oliver Chief Financial Officer Principal Accounting Officer