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, 1998
[ ] 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 13, 1998, the issuer had 370,300 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, 1998 (unaudited) and
June 30, 1997. . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the Three
and Nine Months Ended March 31, 1998 and 1997
(unaudited). . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 1998 and 1997
(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. . . . . . . . . . . . . . . . . . .11
Item 2. Changes in Securities. . . . . . . . . . . . . . . . .11
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .11
Item 4. Submissions of Matters to a Vote of Security Holders .11
Item 5. Other Information. . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .11
SIGNATURES
This Form 10-QSB contains forward-looking statements consisting
of estimates 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. 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, 1998 and June 30, 1997
March 31, June 30,
1998 1997
------------- -------------
(Unaudited)
Assets
------
Cash and amounts due from banks, includes interest
bearing deposits of $3,593,965 and $603,729 at
March 31, 1998 and June 30, 1997, respectively $ 4,433,428 $ 884,002
Certificates of deposit with other financial
institutions 1,092,000 691,000
Investment securities held-to-maturity, at cost 10,627,937 5,922,956
Loans receivable, net 25,090,909 24,794,194
Real estate owned 563,440 --
Office properties and equipment, net 1,762,377 1,651,298
Goodwill 87,577 --
Accrued interest receivable 254,014 227,356
Other assets 95,162 207,760
-------------- ------------
Total assets $ 44,006,844 $ 34,378,566
============== ============
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Deposits $ 34,591,051 $ 31,072,533
Federal Home Loan Bank advances 4,006,149 618,389
Advances from borrowers for taxes and insurance 30,125 57,459
Other liabilities 79,253 363,916
-------------- ------------
Total liabilities 38,706,578 32,112,297
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, 370,300 and -0- shares issued
and outstanding at March 31, 1998 and
June 30, 1997 3,703 --
Additional paid-in capital 3,298,267 --
Retained earnings - substantially restricted 2,294,536 2,266,269
Unearned ESOP shares (296,240) --
-------------- ------------
Total stockholder's equity 5,300,266 2,266,269
-------------- ------------
Total liabilities and stockholder's
equity $ 44,006,844 $ 34,378,566
============== ============
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, 1998 and 1997
Three Months Ended Nine Months Ended
March 31, March 31,
------------------- -------------------
1998 1997 1998 1997
----- ------ ------ ------
Interest income:
Loans receivable $544,771 $508,932 $1,549,456 $1,496,921
Deposits in other financial
institutions 70,379 26,780 115,067 81,320
Mortgage-backed securities 102,642 86,092 259,869 254,232
Investment securities 20,927 5,365 39,826 33,872
-------- -------- ---------- ----------
Total interest income 738,719 627,169 1,964,218 1,866,345
-------- -------- ---------- ----------
Interest expense:
Deposits 413,990 375,053 1,197,503 1,154,330
Federal Home Loan advances 17,116 26,648 40,415 45,153
-------- -------- ---------- ----------
Total interest expense 431,106 401,701 1,237,918 1,199,483
-------- -------- ---------- ----------
Net interest income 307,613 225,468 726,300 666,862
-------- -------- ---------- ----------
Provision for loan losses 132,923 -- 133,856 15,000
Net interest income after provision
for loan losses 174,690 225,468 592,444 651,862
-------- -------- ---------- ----------
Non-interest income - other 30,234 34,010 117,661 83,975
-------- -------- ---------- ----------
Non-interest expenses:
Salaries and employee benefits 102,132 92,714 296,791 267,145
Legal and professional fees 35,980 1,010 58,072 1,888
Data processing fees 13,119 20,043 50,207 50,473
Federal insurance expense 7,946 3,689 23,219 220,081
Furniture and equipment expense 28,329 17,542 65,471 41,741
Occupancy expense 13,728 13,459 43,923 52,303
Other 46,743 16,942 144,153 114,194
-------- -------- ---------- ----------
247,977 165,399 681,836 747,825
-------- -------- ---------- ----------
Income (loss) before
income taxes (43,053) 79,079 28,269 (11,988)
Income tax expense (benefit) -- 2,102 -- 2,102
_________ ________ __________ __________
Net income (loss) $ (43,053) $ 76,977 $ 28,269 $ (14,090)
========= ======== ========== ==========
Earnings (loss) per share (Note 3):
Basic $ (0.13) $ N/A $ 0.22 $ N/A
Weighted average shares outstanding 340,676 -- 128,064 --
See accompanying notes to consolidated financial statements.
4
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1998 and 1997
Nine Months Ended
March 31,
-------------------
1998 1997
------ ------
Cash flows from operating activities:
Net income (loss) $ 28,269 $ (14,090)
Adjustment to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 46,392 42,224
Loss on sale of real estate owned 931 11,739
FHLB stock dividends (12,800) (11,700)
Net premium amortization on investments 9,552 7,992
Provision for loan losses 132,923 15,000
(Increase) decrease in interest receivable (26,659) 19,887
(Increase) decrease in other assets 25,022 13,053
Increase (decrease) in other liabilities (284,663) (69,871)
---------- -----------
Net cash provided by (used in)
operating activities (81,033) 14,234
---------- -----------
Cash flows from investing activities:
Purchase of held to maturity ("HTM") securities (6,109,095) (850,312)
Proceeds from maturities/principal repayments
of HTM securities 1,407,362 1,061,658
Net increase in loan receivable (1,010,750) (2,488,762)
Net decrease (increase) in certificates of
deposit with other financial institutions (401,000) 199,000
Purchase of office properties and equipment (157,471) (35,812)
Proceeds from sale of real estate owned 16,739 --
---------- -----------
Net cash provided by (used in)
investing activities (6,254,215) (2,114,228)
Cash flows from financing activities:
Proceeds from sale of common stock 3,005,730 --
Net increase (decrease) in deposits and advances
from borrowers 3,491,184 677,666
Net increase (decrease) in Federal Home Loan
advances 3,387,760 1,338,438
---------- -----------
Net cash (used in) provided by
financing activities 9,884,674 2,016,104
---------- -----------
Net increase (decrease) in cash and amounts due
from banks 3,549,426 (83,890)
Cash and amounts due from banks at beginning of year 884,002 1,167,202
---------- -----------
Cash and amounts due from banks at end of year $4,433,428 $ 1,083,312
========== ===========
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Transfers from real estate acquired
through foreclosure $ 563,440 $ --
Cash paid during the period:
Interest on deposits 1,206,010 1,161,658
Income taxes $ -- $ 2,102
========== ===========
See accompanying notes to consolidated financial statements.
5
NORTH ARKANSAS BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
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, 1997, 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 three and
nine months ended March 31, 1998 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, 1998, none of the 29,624 shares of
common stock held by the ESOP had been allocated to any
participant's account. The weighted average numbers of shares
used for basic earnings per share for the three and nine months
ended March 31, 1998 were 340,676 and 128,064, respectively.
Since no shares of common stock were issued and outstanding
during the three and nine months ended March 31, 1997, no
earnings per share for those periods is reported.
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
Bank. All requisite approvals were obtained and the conversion
and the Company's offering were consummated effective December
18, 1997.
6
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
int he 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 he
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, 1998 AND JUNE
30, 1997
The Company's total assets at March 31, 1998 were $44.0
million, an increase of $9.6 million, or 28.0%, from June 30,
1997's level of $34.4 million. The increase was due primarily
to the combined effects of the completion of the
Company's initial public offering which closed on December 18,
1997 and the consummation of the Bank's acquisition of the
Newport, Arkansas branch of NationsBank, N.A., which was
consummated on January 22, 1998. Approximately $3.3 million of
net proceeds were raised in the public offering of which
approximately $1.9 million of such funds were contributed
to the Bank in exchange for all of its issued and outstanding
shares of common stock with the remainder retained by the
Company. At March 31, 1998, such funds were primarily
invested in short-term interest-bearing deposits and United
States agency obligations. The Bank acquired approximately $4
million in deposits through the branch acquisition. Cash and
interest-bearing deposits totaled $4.4 million at March 31, 1998
as compared to $884,000 at June 30, 1997.
Net loans amounted to $25.1 million at March 31, 1998 as
compared to $24.8 million at June 30, 1997 for a net increase of
$297,000 or 1.2%. While a total of $1.6 million in new loans
were originated during the period, these originations were
offset by loan repayments and the transfer of the Bank's largest
loan at June 30, 1997 to other real estate owned. Management
anticipates that the Bank's loan portfolio will increase in
future periods as proceeds from the stock offering are deployed
into loans and other higher-yielding investments. Total
deposits at March 31, 1998 were $34.6 million, an increase of
$3.5 million from June 30, 1997's level of $31.1 million, due
mainly to the branch acquisition Total stockholders' equity at
March 31, 1998 amounted to $5.3 million, up from $2.3 million at
June 30, 1997 reflecting the receipt of the net proceeds from
the initial public offering and the retention of earnings from
the period.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
1998 AND 1997
The Company incurred a net loss of $43,000 for the three
months ended March 31, 1998 as compared to net income of
$77,000 for the three month period ended March 31, 1997, for a
decrease of $120,000. The net loss was primarily attributable
to the increase in the provision for loan losses which amounted
to $133,000 for the three months ended March 31, 1998 as
compared to no provision for the three months ended March 31,
1997. The increase was primarily due to the further
deterioration of one large non-accrual loan during the period.
The Bank had a $625,000 participation interest (10.714% of the
total outstanding balance) in a commercial real estate loan
secured by a hotel located in Oklahoma. During the three months
ended March 31, 1998, the lead lender reached a settlement with
the borrower and the guarantors which resulted in the lender
accepting a deed in lieu of foreclosure in March 1998. Based on
an updated appraisal of the property obtained in January, 1998
the Bank wrote down the value of its interest to $536,000. The
property was transferred to other real estate owned in
connection with the acceptance of the deed in lieu of
foreclosure. The write down in the value of the loan was
charged against the allowance for loan losses. While the
property currently generates sufficient cash flow to cover the
costs of upkeep and is being marketed for sale there can be no
assurance that further write downs in connection with this
property will not be required. As such, management deemed that
a further provision was required to bring the allowance to the
level deemed appropriate by management for the remainder of the
loan portfolio.
8
Net interest income during the three months ended March
31, 1998 increased by $82,000 as compared to the same period in
1997 due to an increase in interest income, partially offset by
an increase in interest expense. Total interest income
increased by $112,000 to $739,000 due to the overall increase in
interest earning assets as a result of the deployment of the
conversion proceeds. Interest expense increased by $29,000 to
$431,000 for the three months ended March 31, 1998 as compared
to $402,000 for the three months ended March 31, 1997 due to the
growth in the Bank's deposits as a result of the branch
acquisition. Interest expense on FHLB borrowings actually
declined by $10,000 to $17,000 due to a decline in the average
FHLB borrowings during the period.
Non-interest income which consists mainly of deposit and
loan fees amounted to $30,000 for the three months ended
March 31, 1998 as compared to $34,000 for the three months
ended March 31, 1997. Noninterest income for the 1997 included
certain nonrecurring items not present in the 1998 period.
Total non-interest expense increased by $83,000 during the 1998
period to $248,000 from $165,000 for the three months ended
March 31, 1997 due to increases in several expense categories.
Legal and professional fees rose by $35,000 to $36,000 for the
three months ended March 31, 1998 due to the consulting,
accounting and legal fees payable in connection with the
consummation of the branch acquisition. Other expenses totaled
$47,000, representing an increase of $30,000 as compared to the
three months ended March 31, 1997. Other expenses for the three
months ended March 31, 1998 included approximately $3,000 in
costs resulting from providing former customers of the
NationsBank branch acquired during the period with new checks.
Item processing expenses have also increased due to the branch
acquisition. Furniture and equipment expense also contributed
to the increased expense level rising from $18,000 for the three
months ended March 31, 1997 to $28,000 for the three months
ended March 31, 1998, with approximately $3,000 contributable to
the costs of relocating safety deposit boxes from the former
NationsBank branch.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998
AND 1997
The Company earned net income of $28,000 for the nine
months ended March 31, 1998 as compared to a net loss of
$14,000 for the same period in 1997. The $42,000 improvement
in net income for the 1998 period was due primarily to the
absence of any SAIF special assessment during such period,
partially offset by the increased provision for loan losses
during the 1998 period. During the nine months ended March 31,
1997, the Bank incurred a special assessment equal to $179,000.
This special assessment was required to be paid by all
institutions with deposits insured by the SAIF. No similar
special assessment was incurred during the 1998 period.
Net interest income for the nine months ended March 31,
1998 amounted to $726,000, an increase of $59,000, from net
interest income of $667,000 for the nine months ended March
31, 1997. The increase was attributable to the $98,000 increase
in interest income during the nine months ended March 31, 1998
as compared to the nine months ended March 31, 1997, partially
offset by the increased level of interest expense. The increase
in interest income was due to the increased balance of average
interest earning assets. Total interest expense rose by $38,000
to $1.2 million for the nine months ended March 31, 1998. While
interest expense on deposits exceeded the similar expense
incurred during the nine months ended March 31, 1997 due to the
increased balance of deposits, interest expense attributable to
FHLB borrowings declined marginally.
9
The provision for loan losses for the nine months ended
March 31, 1998 amounted to $134,000 as compared to $15,000 for
the nine months ended March 31, 1997. The $119,000 increase was
deemed necessary due to one large commercial real estate loan
that was transferred to real estate owned at March 31, 1998,
coupled with the overall growth in the Bank's loan portfolio.
Non-interest income which consists mainly of deposit
account and loan fees amounted to $118,000 for the nine months
ended March 31, 1998 as compared to $84,000 for the nine months
ended March 31, 1997 with the increase attributable to growth in
the number of transaction accounts. Total non-interest expense
declined by $66,000 during the 1998 period due primarily to the
absence of the aforementioned SAIF special assessment and a
$8,000 reduction in occupancy expense, partially offset by
increases in every other expense category.
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, 1998
was 4%. For the month ended March 31, 1998 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, 1998, the Bank was in compliance with
all applicable regulatory capital requirements with total core
and tangible capital of $4.1 million (9.53% of adjusted total
assets) and total risk-based capital of $4.3 million (20.83% of
risk-weighted assets).
YEAR 2000 PLANNING
Like most financial institutions, the Company's principal
subsidiary relies extensively on computers in conducting its
business. It has been widely reported that many computer
programs currently in use were designed without adequately
considering the impact of the upcoming change in century on
their date codes. If these design flaws are not corrected,
these computer applications may malfunction in the year 2000.
The Bank generally relies on outside vendors for its most
critical data processing services. These vendors have advised
the Bank that they are actively addressing the year 2000 issue
and do not expect that any required solutions will require
material additional investments by the Bank.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
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. During the quarter ended
March 31, 1998, the registrant did not
file any current reports on Form 8-K.
11
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 20, 1998 By: /s/ Brad Snider
--------------------------------
Brad Snider
President, Chief Executive
Officer and Treasurer
(Duly Authorized and Principal
Financial Officer)