U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2000 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from ______ to ______ Commission file number: 0-23525 NORTH ARKANSAS BANCSHARES, INC. ------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Tennessee 71-0800742 --------- --------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 200 Olivia Drive, Newport, Arkansas 72112 ----------------------------------------- (Address of Principal Executive Offices) (870) 523-3611 -------------- Registrant's Telephone Number, Including Area Code Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the pre- ceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of May 12, 2000, the issuer had 306,070 shares of Common Stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] CONTENTS PART I. FINANCIAL INFORMATION - ----------------------------- Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition as of March 31, 2000 (unaudited) and June 30, 1999. . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2000 and 1999 (unaudited). . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2000 and 1999 (unaudited). . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . .13 Item 2. Changes in Securities and Use of Proceeds. . . . . . .13 Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .13 Item 4. Submissions of Matters to a Vote of Security Holders .13 Item 5. Other Information. . . . . . . . . . . . . . . . . . .13 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .13 SIGNATURES This Form 10-QSB contains forward-looking statements consisting of estimates or predictions concerning future operations with respect to the financial condition, results of operations and other business of North Arkansas Bancshares, Inc. that are subject to various factors which could cause actual results to differ materially from those estimates. Such statements are based on management's beliefs or interpretations of information currently available. Factors which could influence the estimates include changes in the national, regional and local market conditions, legislative and regulatory conditions and an adverse interest rate environment. 2 PART I - FINANCIAL INFORMATION NORTH ARKANSAS BANCSHARES, INC. Consolidated Statements of Financial Condition March 31, 2000 and June 30, 1999 March 31, June 30, 2000 1999 ------------- ---------- (Audited) Assets ------ Cash and amounts due from banks, includes interest bearing deposits of $598,458 and $83,814 at March 31, 2000 and June 30, 1999, respectively $ 674,938 $ 307,907 Certificates of deposit with other financial institutions 1,198,000 1,698,000 Investment securities held-to-maturity, at cost 12,992,488 14,042,074 Loans receivable, net 28,187,146 29,539,448 Real estate owned, net 378,560 378,560 Office properties and equipment, net 1,376,698 1,412,301 Accrued interest receivable 306,233 330,729 Other assets 242,359 253,078 ----------- ----------- Total assets $45,356,422 $47,962,097 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Deposits $31,911,151 $34,679,628 Federal Home Loan Bank advances 8,375,195 8,089,501 Other liabilities 180,332 249,961 ----------- ----------- Total liabilities 40,466,678 43,019,090 ----------- ----------- STOCKHOLDERS' EQUITY -------------------- Preferred stock, $0.01 par value per share, 3,000,000 shares authorized, no shares issued or outstanding $ -- $ -- Common stock, $0.01 par value per share, 9,000,000 shares authorized, 309,070 and 333,270 shares issued and outstanding at March 31, 2000 and June 30, 1999, respectively 3,091 3,333 Unearned MRP shares (10,817) (22,735) Additional paid-in capital 2,705,797 2,907,754 Retained Earnings - substantially restricted 2,428,665 2,291,647 Loan to employee stock ownership plan (236,992) (236,992) ----------- ----------- Total stockholders' equity 4,889,744 4,943,007 ----------- ----------- Total liabilities and stockholders' equity $45,356,422 $47,962,097 =========== =========== See accompanying notes to consolidated financial statements. 3 NORTH ARKANSAS BANCSHARES, INC. Consolidated Statements of Operations For the Three and Nine Months Ended March 31, 2000 and 1999 (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, ------------------- ------------------- 2000 1999 2000 1999 ----- ------ ------ ------ Interest income: Loans receivable $541,060 $ 498,818 $1,665,493 $1,538,213 Deposits in other financial institutions 24,480 68,305 74,476 181,709 Mortgage-backed securities 157,907 166,957 487,569 520,623 Investment securities 51,900 28,980 155,299 87,076 -------- --------- ---------- ---------- Total interest income 775,347 763,060 2,382,837 2,327,621 -------- --------- ---------- ---------- Interest expense: Deposits 369,905 418,631 1,167,046 1,273,246 Federal Home Loan advances 114,545 91,173 340,550 256,605 -------- --------- ---------- ---------- Total interest expense 484,450 509,804 1,507,596 1,529,851 -------- --------- ---------- ---------- Net interest income 290,897 253,256 875,241 797,770 Provision for loan losses 2,000 2,000 9,920 7,887 -------- --------- ---------- ---------- Net interest income after provision 288,897 251,256 865,321 789,883 Non-interest income - other 41,743 24,544 109,708 142,730 -------- --------- ---------- ---------- Non-interest expenses: Salaries and employee benefits 127,724 126,102 350,750 349,580 Contribution Expense-ESOP 7,404 7,404 22,212 22,212 Legal and professional fees 34,715 70,247 74,354 100,134 Data processing fees 34,638 31,606 98,228 94,199 Federal insurance expense 7,854 11,374 25,675 27,081 Furniture and equipment expense 12,067 8,151 35,466 24,851 Occupancy expense 19,079 20,443 59,022 61,909 Other 39,274 108,045 115,010 208,175 -------- --------- ---------- ---------- 282,755 383,372 780,717 888,141 -------- --------- ---------- ---------- Net income (loss) before income taxes 47,885 (107,572) 194,312 44,472 Income tax expense 15,894 (36,200) 57,294 15,500 -------- --------- ---------- ---------- Net income (loss) $ 31,991 $ (71,372) $ 137,018 $ 28,972 ======== ========= ========== ========== Earnings per share (Note 3): Basic and diluted $ 0.11 $ (0.21) $ 0.45 $ 0.09 Weighted average shares outstanding 292,964 339,081 303,386 339,081 See accompanying notes to consolidated financial statements. 4 NORTH ARKANSAS BANCSHARES, INC. Consolidated Statements of Cash Flows Nine Months Ended March 31, 2000 and 1999 (Unaudited) Nine Months Ended March 31, --------------------- 2000 1999 ------ ------ Cash flow from operating activities: Net income $ 137,018 $ 28,972 Adjustments to reconcile net income to net cash provided by operating activities: MRP Expense 9,364 11,060 Depreciation and amortization 46,382 48,995 Provision for loan loss 9,920 7,887 Writedown of real estate owned -- 50,000 Gain on sale of building -- (25,221) Writedown of land -- 54,988 FHLB stock dividends (19,100) (14,815) Net premium amortization on investments 25,666 24,496 Decrease in interest receivable 24,496 31,407 Decrease in other assets 7,071 144,888 (Decrease) increase in other liabilities (69,629) 61,827 ----------- ----------- Net cash provided by operating activities 171,188 424,484 ----------- ----------- Cash flow from investing activities: Purchase of held to maturity ("HTM") securities -- (8,362,078) Proceeds from maturities/principal repayments of HTM securities 1,043,019 5,922,763 Net decrease (increase) in loans receivable 1,342,302 (1,657,772) Net decrease (increase) in certificates of deposit with other financial institutions 500,000 (308,000) Sale of office properties and equipment -- 69,779 Purchase of office properties and equipment (7,050) (5,767) ----------- ----------- Net cash provided (used) in investing activities 2,878,271 (4,341,075) ----------- ----------- Cash flows from financing activities: Repurchase of common stock (199,645) (424,679) Net (decrease) increase in deposits (2,768,477) 392,414 Net increase in Federal Home Loan Bank advances 285,694 2,468,254 ----------- ----------- Net cash provided (used) by financing activities (2,682,428) 2,435,989 ---------- ----------- Net increase (decrease) in cash and amounts due from banks 367,031 (1,480,602) Cash and amounts due from banks at beginning of period 307,907 2,094,104 ----------- ----------- Cash and amounts due from banks at end of period $ 674,938 $ 613,502 =========== =========== Supplemental disclosures of cash flow information: Noncash investing and financing activities: Transfer from real estate acquired through foreclosure -- 8,518 Cash paid during the period: Interest on deposits 1,162,574 1,369,716 Income taxes 29,353 25,925 See accompanying notes to consolidated financial statements. 5 NORTH ARKANSAS BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999 NOTE 1 - NORTH ARKANSAS BANCSHARES, INC. North Arkansas Bancshares, Inc. (the "Company") was incorporated under the laws of the State of Tennessee for the purpose of becoming the holding company of Newport Federal Savings Bank (the "Bank") in connection with the Bank's conversion from a federally chartered mutual savings bank to a federally chartered capital stock savings bank. On November 12, 1997, the Company commenced a subscription offering of its shares in connection with the Bank's conversion. The Company's offering and the Bank's conversion closed on December 18, 1997. A total of 370,300 shares were sold at $10.00 per share. NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying unaudited financial statements (except for the statement of financial condition at June 30, 1999, which is audited) have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-QSB. 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, necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented have been included. The financial statements of the Company are presented on a consolidated basis with those of the Bank. The account balances include only the accounts and operations of the Bank prior to December 18, 1997. The results of operations for the six months ended December 31, 1999 are not necessarily indicative of the results expected for the full year. NOTE 3 - EARNINGS PER SHARE Earnings per share have been calculated in accordance with Financial Accounting Standards Board Statement No.128, "Earnings Per Share," and Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans." For purposes of this computation, the number of shares of common stock purchased by the employee stock ownership plan (the "ESOP") which have not been allocated to participant's accounts are not assumed to be outstanding. As of March 31, 2000, 5,924 of the 29,624 shares of common stock held by the ESOP had been allocated to participants' accounts. The weighted average number of shares used for basic and diluted earnings per share for the three and nine months ended March 31, 2000 were 292,964 and 303,386 shares, respectively. NOTE 4 - PLAN OF CONVERSION On May 29, 1997, the Bank's Board of Directors formally approved a plan ("Plan") to convert from a federally chartered mutual savings bank to a federally chartered stock savings bank subject to approval by the Bank's members and the Office of Thrift Supervision. The Plan called for the common stock of the Bank to be purchased by the Company and the common stock of the Company to be offered to various parties in a subscription offering at a price based upon an independent appraisal of the 6 Bank. All requisite approvals were obtained and the conversion and the Company's offering were consummated effective December 18, 1997. Upon consummation of the conversion, the Bank established a liquidation account in an amount equal to its retained earnings as reflected in the latest statement of financial condition used in the final conversion prospectus. The liquidation account will be maintained for the benefit of certain depositors of the Bank who continue to maintain their deposit accounts in the Bank after conversion. In the event of a complete liquidation of the Bank, such depositors will be entitled to receive a distribution from the liquidation account before any liquidation may be made with respect to the common stock. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2000 AND JUNE 30, 1999 The Company's total assets at March 31, 2000 were $45.4 million, a decrease of $2.6 million, or 5.43%, from June 30, 1999's level of $48.0 million. The decrease in assets was due primarily to a $1.4 million, or 4.58%, decrease in net loans receivable, a $1.0 million, or 7.48%, decrease in investment securities classified as held-to-maturity and a $500,000, or 29.45%, decrease in certificates of deposit with other financial institutions. These decreases were partially offset by a $367,000, or 119.20%, increase in cash and cash equivalents. Net loans at March 31, 2000 amounted to $28.1 million, a decrease of $1.4 million, or 4.58%, from $29.5 million at June 30, 1999. The decrease was attributable to slower than normal loan originations coupled with several large loan payoffs. During the nine months ended March 31, 2000, the Bank originated $4.0 million in new loans consisting of $2.8 million in one-to four-family mortgage loans and $1.2 million in consumer loans. The decrease in the investment securities portfolio reflects maturities and principal repayments on such investments during the period. The decreased balance of certificates of deposit with other institutions reflects the Company's decision not to renew certain certificates upon maturity due to the Company's higher than normal cash needs as a result of a decrease in deposits. Total deposits at March 31, 2000 were $31.9 million, a decrease of $2.8 million from June 30, 1999's level of $34.7 million. The decrease was primarily attributable to a decrease in certificate of deposit accounts. Deposits in checking and other transactional accounts increased during the period. Federal Home Loan Bank advances at March 31, 2000 totaled $8.3 million, up from $8.1 million at June 30, 1999. Rather than attempt to match the rates offered on certificates of deposit by some competitors, the Bank has opted to use FHLB advances as a source of short term funding. In the current interest rate environment, these advances are a lower cost source of funds than certificates of deposit. Total stockholders' equity at March 31, 2000 amounted to $4.9 million, a decrease of $53,000 or 1.08% from $4.9 million at June 30, 1999. During the three months ended March 31, 2000, the Company repurchased 24,200 shares in the open market at a total cost of $199,645 which accounted for the reduction. 8 RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2000 AND 1999 Net income for the three months ended March 31, 2000 was $32,000 as compared to a net loss of $71,000 for the three month period ended March 31, 1999, for an increase of $103,000. The increase was primarily attributable to a reduction in non- interest expenses and, to a lesser extent, an increase in net interest income and non-interest income. For the nine months ended March 31, 2000, net income amounted to $137,000, an increase of $108,000 or 372.93% from net income for the nine months ended March 31, 1999 of $29,000. The increased level of income for the current period as compared to the nine months ended March 31, 1999 was primarily due to growth in net interest income and a reduction in non-interest expense, partially offset by a decreased level of non-interest income. Net interest income during the three months ended March 31, 2000 increased by $38,000, or 14.86%, as compared to the same period in 1999 due mainly to a $49,000 decrease in interest expense on deposit accounts which was attributable to a decrease in the average balance of deposits during the period. In recent months, the Bank has experienced an outflow of certificate of deposit accounts due to its decision not to attempt to match certificate rates offered by some competitors. Deposits in checking and other transactional accounts increased during the period however. Interest expense on these types of deposit accounts is lower than with certificate of deposit accounts. In addition, the Bank has replaced the certificates of deposit with FHLB advances which can be obtained on a short term basis at a lower cost than certificates. As a result, interest expense from FHLB borrowings rose by $23,000, or 25.64%, from $91,000 for the three months ended March 31, 1999 to $115,000 for the three months ended March 31, 2000. Overall, total interest expense decreased by $25,000 to $484,000 for the three months ended March 31, 2000 as compared to $510,000 for the three months ended March 31, 1999. Total interest income was comparable for the periods increasing by $12,000 to $775,000 for the three months ended March 31, 2000 as compared to $763,000 for the three months ended March 31, 1999 with the increase attributable to an improved yield on the Bank's loan portfolio. For the nine months ended March 31, 2000, net interest income amounted to $875,000 as compared to $798,000 for the nine months ended March 31, 1999 with the $77,000 increase attributable to the combined effects of an increase in interest on loans and a reduction in interest expense on deposit accounts, offset by a decrease in interest income from mortgage- backed securities and deposits in other financial institutions due to a decrease in the balance of these types of investments. Total interest income for the nine months ended March 31, 2000 was $2.4 million, an increase of $55,000 as compared to the same period in fiscal year 1999. Interest income from loans rose by $127,000 to $1.7 million for the nine months ended March 31, 2000 up from $1.5 million for the nine months ended March 31, 1999 with the increase attributable to an improved yield on the Bank's loan portfolio. Total interest expense decreased by $22,000 in the current period to $1.5 million. Interest on FHLB advances accounted for a larger percentage of total interest expense for the nine months ended March 31, 2000 as compared to the first three quarters of the prior fiscal year due to the combined effects of a reduction in total deposits and an increased usage of FHLB advances for short term funding requirements. A provision for loan losses is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Bank's market area and other factors related to the collectibility of the Bank's loan portfolio. As a result of such analysis, 9 management recorded a $2,000 provision for loan losses during the three months ended March 31, 2000 and 1999. During the three months ended March 31, 2000, charge-offs totaled $1,000. For the nine months ended March 31, 2000, a provision for loan losses of $10,000 was made as compared to $8,000 for the nine months ended March 31, 1999. While management believes that the total allowance for loans losses is adequate, there can be no assurance that the allowance for loan losses will be adequate to cover losses on nonperforming assets in the future. Non-interest income which consists mainly of deposit and loan fees amounted to $42,000 for the three months ended March 31, 2000 as compared to $25,000 for the three months ended March 31, 1999. The $17,000 increase resulted from increased checking account fees and safe deposit fees. Non-interest income for the nine months ended March 31, 2000 amounted to $110,000, a decrease of $33,000 from the same period in 1999. The 1999 period had included a $25,000 gain on the sale of a piece of real estate that had formerly been the Bank's main office. No similar gain was recognized during the 2000 period. Total non-interest expense for the three months ended March 31, 2000 decreased by $101,000 to $283,000 from $383,000 for the three months ended March 31, 1999 due primarily to a reduction in other non-interest expenses and a $36,000 reduction in legal and professional fees. Other non-interest expenses amounted to $39,000 for the three months ended March 31, 2000 as compared to $108,000 for the three months ended March 31, 1999 for a decrease of $69,000. The third quarter of fiscal year 1999 had included certain charges related to real estate properties owned by the Bank. The Bank has a $625,000 participation interest in a loan secured by a hotel located in Oklahoma. In early 1998, the lead lender accepted a deed in lieu of foreclosure. At such time, based on an updated appraisal of the property, the Bank wrote down its interest to $536,000 and a reserve of $107,000 was established. During the third quarter of fiscal 1999, an offer to purchase the property was accepted at a price below the then-carrying value of the property. Such offer subsequently fell through. However, the Bank believed it appropriate to reduce its carrying value to the offer price which resulted in a writedown of $50,000. In addition, during the third quarter of fiscal 1999, the Bank accepted an offer to purchase a lot the Bank owned at a price below its then-carrying value. Although such purchase was ultimately not consummated, the Bank reduced its carrying value to the offer price to reflect the market value. Such reduction in value amounted to $55,000. For the nine months ended March 31, 2000, non-interest expenses totaled $781,000, as compared to $888,000 for the nine months ended March 31, 1999, a decrease of $107,000. The decrease was attributable to the absence of the aforementioned writedowns and a $26,000 reduction in legal and professional fees. The Company's income tax expense for the three months ended March 31, 2000 amounted to $16,000. During the same period in 1999, a net tax benefit of $36,000 was recognized. For the nine months ended March 31, 2000, a provision for income taxes of $57,000 was made as compared to $16,000 for the same period in 1999. The increased provisions in the 2000 periods were due to increased levels of pre-tax income, composition of the income base, the amount of tax-exempt income and non-deductible expenses. 10 LIQUIDITY AND CAPITAL RESOURCES The Bank is required to maintain minimum levels of liquid assets as defined by OTS regulations. This requirement, which varies from time to time depending upon economic conditions and deposit flows, is based upon a percentage of deposits and short-term borrowings. The required ratio at March 31, 2000 was 4%. For the month ended March 31, 2000 the Bank was in compliance. As a result of the conversion, the Bank's liquidity has increased due to the additional funds it received. The Bank's primary sources of funds are deposits, repayment of loans and mortgage-backed securities, maturities of investments and interest-bearing deposits, funds provided from operations and advances from the FHLB of Dallas. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Bank uses its liquidity resources principally to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses. At March 31, 2000, the Bank was in compliance with all applicable regulatory capital requirements with total core and tangible capital of $4.3 million (9.43% of adjusted total assets) and total risk-based capital of $4.4 million (20.98% of risk-weighted assets). 11 FINANCIAL MODERNIZATION On November 12, 1999, President Clinton signed into law legislation which could have a far-reaching impact on the financial services industry. The Gramm-Leach-Bliley ("G-L-B") Act authorizes affiliations between banking, securities and insurance firms and authorizes bank holding companies and national banks to engage in a variety of new financial activities. Among the new activities that will be permitted to bank holding companies are securities and insurance brokerage, securities underwriting, insurance underwriting and merchant banking. The Federal Reserve Board, in consultation with the Department of Treasury, may approve additional financial activities. National bank subsidiaries will be permitted to engage in similar financial activities but only on an agency basis unless they are one of the 50 largest banks in the country. National bank subsidiaries will be prohibited from insurance underwriting, real estate development and merchant banking. The G-L-B Act, however, prohibits future affiliations between existing unitary savings and loan holding companies, like the Company, and firms which are engaged in commercial activities and prohibits the formation of new unitary holding companies. The G-L-B Act imposes new requirements on financial institutions with respect to customer privacy. The G-L-B Act generally prohibits disclosure of customer information to non- affiliated third parties unless the customer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to customers annually. Financial institutions, however, will be required to comply with state law if it is more protective of customer privacy than the G-L-B Act. The G-L-B Act directs the federal banking agencies, the National Credit Union Administration, the Secretary of the Treasury, the Securities and Exchange Commission and the Federal Trade Commission, after consultation with the National Association of Insurance Commissioners, to promulgate implementing regulations within six months of enactment. The privacy provisions will become effective six months thereafter. The G-L-B Act contains significant revisions to the Federal Home Loan Bank System. The G-L-B Act imposes new capital requirements on the Federal Home Loan Banks and authorizes them to issue two classes of stock with differing dividend rates and redemption requirements. The G-L-B Act deletes the current requirement that the Federal Home Loan Banks annually contribute $300 million to pay interest on certain government obligations in favor of a 20% of net earnings formula. The G-L-B Act expands the permissible uses of Federal Home Loan Bank advances by community financial institutions (under $500 million in assets) to include funding loans to small businesses, small farms and small agri-businesses. The G-L-B Act makes membership in the Federal Home Loan Bank voluntary for federal savings associations. The G-L-B Act contains a variety of other provisions including a prohibition against ATM surcharges unless the customer has first been provided notice of the imposition and amount of the fee. The G-L-B Act reduces the frequency of Community Reinvestment Act examinations for smaller institutions and imposes certain reporting requirements on depository institutions that make payments to non-governmental entities in connection with the Community Reinvestment Act. The G-L-B Act eliminates the SAIF special reserve and authorizes a federal savings association that converts to a national or state bank charter to continue to use the term "federal" in its name and to retain any interstate branches. The Company is unable to predict the impact of the G-L-B Act on its operations at this time. Although the G-L-B Act reduces the range of companies with which the Company may affiliate, it may facilitate affiliations with companies in the financial services industry. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS None ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit 27 Financial Data Schedule (EDGAR only) (b) Reports on Form 8-K. On January 6, 2000, the Company filed a Current Report on Form 8-K announcing the approval to repurchase shares of common stock. 13 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTH ARKANSAS BANCSHARES, INC. Date: May 12, 2000 By: /s/ Brad Snider -------------------------------- Brad Snider President, Chief Executive Officer and Treasurer (Duly Authorized and Principal Financial Officer)