1 UNITED STATES 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 ending December 31, 1999 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to _______________________ Commission File Number 0-25814 N S & L Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Missouri 43-1709446 (State or other jurisdiction of I.R.S. (I.R.S. Employer Employer Incorporation or organization) Identification No.) P.O. Box 369, Neosho, MO 64850 (Address of principal executive offices) (Zip Code) (417) 451-0429 - -------------------------------------------------------------------------------- (Registrant's telephone number) 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 twelve 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 FEBRUARY 7, 2000, THERE WERE 720,626 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01 PAR VALUE PER SHARE, OUTSTANDING. 2 N S & L BANCORP, INC. AND SUBSIDIARY FORM 10-QSB DECEMBER 31, 1999 INDEX PAGE PART I-FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited) 1-2 CONSOLIDATED STATEMENTS OF INCOME (unaudited) 3-4 CONSOLIDATED STATEMENTS OF COMPRESHENSIVE INCOME (unaudited) 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 6-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 8-10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11-14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 15 ITEM 2. CHANGES IN SECURITIES 15 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15 ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 15 ITEM 5. OTHER INFORMATION 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15 SIGNATURES 3 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -------------------------------------------------------------------- (Unaudited) December 31, September 30, 1999 1999 ------------- -------------- (Dollars in thousands) ASSETS Cash and cash equivalents, including interest-bearing accounts of $2,050 at $ 3,369 $ 2,317 December 31 and $1,371 at September 30 Certificates of deposit 1,664 1,664 Investment securities available-for-sale, at fair value 176 183 Investment securities held-to-maturity (estimated market value of $18,695 at December 31 and $19,541 at September 30) 19,548 20,028 Investment in Federal Home Loan Bank stock, at cost 432 365 Mortgage-backed securities held-to-maturity (estimated market value of $2,170 at December 31 and $2,525 at September 30.) 2,166 2,484 Loans held for sale 46 79 Loans receivable, net (reserves for loan losses of $75 at December 31 and $63 at September 30) 40,972 40,091 Income taxes recoverable-current 82 Accrued interest receivable 560 514 Property and equipment, less accumulated depreciation 1,106 1,119 Intangible assets 77 78 Other assets 238 224 Total assets $ 70,354 $ 69,228 LIABILITIES AND STOCKHOLDERS' EQUITY Customer deposits $ 50,284 $ 51,547 Advances from FHLB 8,622 5,856 Advances from borrowers for taxes and insurance 109 354 Income taxes payable - current 30 -- Deferred income taxes 336 344 Other liabilities 388 470 Total liabilities 59,769 58,571 Commitments and contingencies -- -- Preferred stock, $.01 par value; 2,000,000 shares authorized, none issued -- -- Common stock, $.01 par value; 8,000,000 shares authorized, 1,012,441 issued and 720,626 outstanding at December 31 and 741,866 outstanding at September 30 10 10 Paid-in capital 10,376 10,371 See accompanying notes to Consolidated Financial Statements. 1 4 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Continued) -------------------------------------------------------------------- (Unaudited) December 31, September 30, 1999 1999 -------------- --------------- (Dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY (Continued) Retained earnings - substantially restricted 5,075 4,956 Treasury Stock - at cost; 291,815 shares at December 31, 1999 and 270,575 at September 30, 1999 (4,399) (4,174) Unearned compensation (487) (524) Accumulated other comprehensive income 10 18 Total stockholders' equity 10,585 10,657 -------------- --------------- Total liabilities and stockholders' equity $ 70,354 $ 69,228 ============== =============== See accompanying notes to Consolidated Financial Statements. 2 5 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME ----------------------------------------------- (Unaudited) QUARTER ENDED DECEMBER 31, 1999 1998 -------------- --------------- (Dollars in thousands) Interest Income: Loans receivable $ 768 $ 715 Investment securities 329 152 Mortgage-backed and related securities 43 62 Other interest-earning assets 28 124 -------------- --------------- Total interest income 1,168 1,053 -------------- --------------- Interest Expense: Customer deposits 529 534 Borrowed funds 105 58 -------------- --------------- Total interest expense 634 592 -------------- --------------- Net interest income 534 461 Provision for loan losses 12 3 -------------- --------------- Net interest income after provision for loan losses 522 458 -------------- --------------- Noninterest Income: Gain on sale of investment -- -- Gain on sale of loans 10 17 Banking service charges and fees 57 48 Loan late charges 2 2 Mortgage banking fees 18 53 Other 4 3 -------------- --------------- Total noninterest income 91 123 -------------- --------------- Noninterest Expense: Compensation and employee benefits 254 234 Occupancy and equipment 47 48 Deposit insurance premium 7 7 Data processing 32 29 Printing, postage, stationery and supplies 21 26 Professional fees 13 12 Other 69 75 -------------- --------------- Total noninterest expense 443 431 -------------- --------------- Income before taxes 170 150 Income Taxes 51 45 -------------- --------------- Net income $ 119 $ 105 ============== ================ See accompanying notes to Consolidated Financial Statements. 3 6 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) ------------------------------------------------------------- (Unaudited) QUARTER ENDED DECEMBER 31, 1999 1998 -------- ---------- (Dollars in thousands) Basic earnings per share $ .17 $ .15 ======== ========== Diluted earnings per share $ .17 $ .15 ======== ========== Dividends per share $ .16 $ .13 ======== ========== See accompanying notes to Consolidated Financial Statements. 4 7 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ----------------------------------------------- (Unaudited) Quarter Ended December 31 1999 1998 --------- ----------- (Dollars in thousands) Net income 119 105 Unrealized gains(losses) on securities: Gains (losses) arising during period, net of tax (8) (5) Reclassification adjustment, net of tax -- -- --------- ----------- Other comprehensive income (loss) (8) (5) --------- ----------- Comprehensive income $ 111 $ 100 ========= =========== See accompanying notes to Consolidated Financial Statements. 5 8 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS -------------------------------------------------------- Quarter Ended December 31, 1999 and 1998 (Unaudited) 1999 1998 --------- ---------- (Dollars in thousands) Cash flows from operating activities: Net income $ 119 $ 105 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 21 20 Amortization 1 -- Premiums and discounts on mortgage-backed securities and investment securities (18) (25) Origination of loans held for sale (652) (1,456) Proceeds from sale of loans held for sale 741 1,060 Loss on loans, net of recoveries 12 3 Release of ESOP shares 22 22 Vesting of MRDP shares 20 19 Gain on sale of loans (10) (17) Net change in operating accounts: Accrued interest receivable (46) (30) Other assets (14) (27) Other liabilities (82) (41) Income taxes payable - deferred (3) 47 Income taxes payable - current 112 20 --------- ---------- Net cash from (used in)operating activities 223 (300) --------- ---------- Cash flows from investing activities: Purchase of investment securities held-to-maturity (5) (3,115) Proceeds from maturity of investment securities held-to-maturity 500 2,535 Net change in certificates of deposit -- 99 Net change in loans receivable (893) (648) Proceeds from principal payments and maturities of mortgage-backed securities held-to-maturity 321 283 Purchase of mortgage-backed securities held-to-maturity -- (555) Purchases of property and equipment (8) (18) --------- ---------- Net cash from (used in) investing activities $ (85) $(1,419) --------- ---------- See accompanying notes to Consolidated Financial Statements. 9 N S & L BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) -------------------------------------------------------- Quarter Ended December 31, 1999 and 1998 (Unaudited) 1999 1998 ------------ ------------ (Dollars in thousands) Cash flows from financing activities: Net change in demand deposits, savings accounts, and certificates of deposit $ (1,263) $ 1,673 Net decrease in mortgage escrow funds (245) (237) Cash advances from FHLB 3,000 -- Repayment of cash advances from FHLB (234) (32) Purchase of treasury stock (225) (14) Cash dividends paid (119) (77) ------------ ------------ Net cash from financing activities 914 1,313 ------------ ------------ Net increase(decrease) in cash and cash equivalents 1,052 (406) Cash and cash equivalents - beginning of period 2,317 10,383 ------------ ------------ Cash and cash equivalents - end of period $ 3,369 $ 9,977 ============ ============ See accompanying notes to Consolidated Financial Statements. 7 10 N S & L BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - Basis of Presentation - ------------------------------ The consolidated interim financial statements as of December 31, 1999 included in this report have been prepared by the Registrant without audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation are reflected in the December 31, 1999 interim financial statements. The results of operations for the period ended December 31, 1999 are not necessarily indicative of the operating results for the full year. The September 30, 1999 Consolidated Statement of Financial Condition presented with the interim financial statements was audited and received an unqualified opinion. NOTE B - Earnings per Share - --------------------------- The following information shows the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock. FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 1998 ---- ---- Income Shares Per-Share Income Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------- ------------- ------ ----------- ------------- ------ Basic EPS: Income available to Common Stockholders $119,000 684,245 $.17 $105,000 684,547 $.15 ==== ==== Effect of dilutive securities: Stock option -- -- -- 558 -------- -------- --------- -------- Diluted EPS: Income available to common stockholders plus stock options $119,000 684,245 $.17 $105,000 685,105 $.15 ======== ======= ==== ======== ======= ==== NOTE C - Employee Stock Ownership Plan - -------------------------------------- The Association established an internally -leveraged ESOP for the exclusive benefit of participating employees (all salaried employees who have completed at least 1000 hours of service in a twelve-month period and have attained the age of 21). The loan is secured by the shares purchased and will be repaid by the contributions to the ESOP and any other earnings on ESOP assets. The Association presently expects to contribute approximately $106,762 including interest annually to the ESOP. Contributions will be applied to repay interest on the loan first, then the remainder will be applied to principal. The loan is expected to be repaid in approximately six years. As of December 31, 1999, the loan had an outstanding balance of $459,248 and an interest rate of 9%. Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation relative to total compensation of all active participants. Benefits generally become 25% vested after each year of credited service beyond one year. Vesting is accelerated upon retirement, death or disability or separation of service. Since the Association's annual contributions are discretionary, benefits payable under the ESOP cannot be estimated. 8 11 N S & L BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) The Association accounts for its ESOP in accordance with Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. Accordingly, the debt of the ESOP is eliminated in consolidation and the shares pledged as collateral are reported as a part of unearned ESOP shares in the consolidated balance sheets. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings: dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest. ESOP compensation expense was $22,310 and $22,022 for the three months ended December 31, 1999 and 1998 respectively. A summary of ESOP shares at December 31, 1999 is as follows: Shares allocated 35,457 Shares committed for release 2,054 Unreleased shares 44,708 ------ Total 82,219 ====== Fair value of unreleased shares $441,492 NOTE D - Management Recognition and Development Plan and Stock Option Plan - -------------------------------------------------------------------------- The 1995 Management Recognition and Development Plan ("MRDP") was approved by stockholders on January 17, 1996. The MRDP is administered by the Board of Directors of the Company. Collectively, the Board issued 41,109 shares of the Company's common stock, of which currently there are 37,638 shares awarded to employees at a cost of $410,620. The MRDP shares are vesting and being expensed over a five-year period which began on January 17, 1996. The value of the common stock contributed to the MRDP is amortized to compensation expense as the shares vest. MRDP expense was $20,206 and $18,519 for the three months ended December 31, 1999 and 1998 respectively. Also adopted on January 17, 1996 was a Stock Option plan whereby 102,774 shares of the Company's common stock have been reserved to be awarded to certain officers, employees and directors. The Stock Option Plan is administered by a committee of the Board of Directors. All options expire no later than ten years from the date of grant. At February 5, 2000, 1,000 shares had been exercised. NOTE E - Stock Repurchase Program - --------------------------------- At February 7, 2000, the Company has repurchased 291,815 shares of the Corporation's outstanding stock at a cost of $4,398,959. 9 12 N S & L BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE F - New Accounting Pronouncements - -------------------------------------- In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the Statement of Financial Position and measure those instruments at fair value. This Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. The adoption of this standard did not have a material impact on the Company. In October 1999, FASB issued SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise," which established accounting and reporting standards for certain activities of mortgage banking enterprises and other enterprises that are substantially similar to the primary operations of a mortgage banking enterprise. It requires that after the securitization of a mortgage loan held for sale, an entity engaged in mortgage banking activities classify the resulting mortgage-backed security as a trading security. This statement is effective for the first fiscal quarter beginning after December 15, 1998. The adoption of this standard did not have a material impact on the Company. NOTE G - Stock Dividend - ----------------------- On March 24, 1999, the Company declared a 20% stock dividend on all outstanding shares of record as of April 15, 1999. A total of 123,627 shares were issued and cash in lieu of stock was issued for all partial shares. The total number of outstanding shares after the stock dividend was 741,866, which has since been reduced 21,240 shares by a stock repurchase on November 11, 1999. All per share amounts and average shares outstanding have been restated to reflect the aforementioned stock dividend. 10 13 N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion and analysis included herein covers those material changes in liquidity and capital resources that have occurred since September 30, 1999, as well as certain changes in results of operations during the three month periods ended December 31, 1999 and 1998. The following should be read in conjunction with the Company's Form 10-KSB for the year ended September 30, 1999, which contains the latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations as of September 30, 1999, and for the year then ended. Therefore, only material changes in financial condition and results of operations are discussed herein. CHANGES IN FINANCIAL CONDITION - ------------------------------ Total assets increased $1.1 million from September 30, 1999. Cash and cash equivalents increased $1.1 million during the three months ended December 31, 1999. The increase resulted from an increase in cash advances of $2.8 million and the maturity of investment securities of $500,000 which was partially offset by customer deposit withdrawals of $1.3 million and to finance loans of $900,000. Loans for 1 to 4 family dwellings comprised the majority of the increase in loans. Nonperforming assets were $197,000 or .28% of total assets at December 31, 1999, compared to $255,000, or .37% of total assets at September 30, 1999. There were $185,000 in nonaccrual loans at December 31, 1999 and $37,000 at September 30, 1999. COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1999 TO THE THREE MONTHS ENDED - -------------------------------------------------------------------------------- DECEMBER 31, 1998 - ----------------- NET INCOME. Net income was $119,000 for the quarter ended December 31, 1999 compared to $105,000 for the quarter ended December 31, 1998. Net interest income after provision for loan losses was $522,000 for the quarter compared to $458,000 for the same quarter last year. Noninterest income decreased $32,000 and noninterest expense increased $12,000. Income tax expense decreased $6,000. NET INTEREST INCOME. Net interest income of $534,000 for the quarter ended December 31, 1999 increased from $461,000 for the quarter ended December 31, 1998. Interest income increased $115,000 while interest expense increased $42,000. INTEREST INCOME. Interest income increased by $115,000 or 10.9% to $1.2 million for the quarter ended December 31, 1999 from $1.1 million for the quarter ended December 31, 1998. Interest income from loans receivable increased $53,000 to $768,000 for the quarter ended December 31, 1999 from $715,000 for the quarter ended December 31, 1998. The increase was primarily attributable to the increase in the average balance of loans outstanding and to a lesser extent to interest rate increases on existing adjustable rate loans. Interest income from investment securities increased by $177,000 to $329,000 for the quarter ended December 31, 1999 from $152,000 for the quarter ended December 31, 1998. This increase was due to an 11 14 N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) increase in the balances in investment securities. Interest income from mortgage-backed securities decreased by $19,000 to $43,000 for the quarter ended December 31, 1999 from $62,000 for the quarter ended December 31, 1998. The decrease was due to a decrease in the average balances in mortgage-backed securities. Interest income from other interest-earning assets decreased by $96,000 to $28,000 for the quarter ended December 31, 1999 from $124,000 for the quarter ended December 31, 1998. This decrease was primarily due to a decrease in the interest paid on smaller average balances of cash invested at Federal Home Loan Bank of Des Moines as cash was used to purchase securities and fund loans. INTEREST EXPENSE. Interest expense of $634,000 for the quarter ended December 31, 1999 increased $42,000, or 7.1%, from $592,000 for the quarter ended December 31, 1998. The increase is attributable to an increase in the average balances of customer deposits and some special rate offerings but primarily from expense from a larger average balance of borrowed funds. PROVISION FOR LOAN LOSSES. Loan loss provision increased by $9,000 for the quarter ending December 31, 1999 and actual loan losses net of recoveries were zero for both quarters. NONINTEREST INCOME. Noninterest income of $91,000 for the quarter ended December 31, 1999 decreased $32,000 from $123,000 for the quarter ended December 31, 1998. This decrease was primarily due to a decrease in mortgage banking fees of $35,000 and a decrease of $7,000 on the sale of loans and was partially offset by an increase in banking service charges and fees that resulted from the growth of deposit accounts in the quarter ending December 31, 1999 compared to the quarter ending December 31, 1998. NONINTEREST EXPENSE. Noninterest expense increased $12,000, or 2.8%, to $443,000 for the quarter ended December 31, 1999 from $43,000 for the quarter ended December 31, 1998. This increase was due to an increase of $20,000 in compensation and employee benefits, a $3,000 increase in data processing and was partially offset by a decrease of $6,000 in other expense and a $5,000 decrease in printing, postage and supplies. NET INTEREST MARGIN. Net interest margin was 3.14% for the three months ended December 31, 1999 compared to 2.94% for the three months ended December 31, 1998. Income from earning assets increased by $115,000, or 10.9%, between the two quarters and interest expense increased by $42,000, or 7.1%. The average earning asset base increased by $5.3 million, or 8.5%. The average interest-bearing liability base increased by $5.2 million, or 10.0%. YEAR 2000 ISSUES - ---------------- The year 2000 issue exists because many computer systems and applications use two-digit date fields to designate a year. As the century date change occurs, date-sensitive systems may recognize the year 2000 as 1900, or not at all. This inability to recognize or properly treat the year 2000 may cause erroneous results, ranging from system malfunctions to incorrect or incomplete processing. As a user of computers, computer software and equipment utilizing embedded microprocessors, failure to resolve year 2000 issues could cause substantial disruption of the Association's business and could have a material adverse effect on the Association's business, financial condition or results of operations. 12 15 N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) While there can be no assurances that the Association has effectively addresses the year 2000 issue, the Association has not been notified, and is unaware of, any vendor or service provider problems related to year 2000 and all systems have performed properly since January 1, 2000. Likewise, the Association is unaware of any year 2000 issues that have impaired the ability of the Association's borrowers to repay their debt. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company's primary sources of funds are deposits, proceeds from principal and interest payments on loans, mortgage-backed securities, investment securities, net operating income and cash advances from Federal Home Loan Bank of Des Moines when appropriate. While maturities and scheduled amortization of loans and mortgage-backed securities are a somewhat predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Association must maintain an adequate level of liquidity to ensure availability of sufficient funds to support loan growth and deposit withdrawals, satisfy financial commitments and to take advantage of investment opportunities. During the fiscal year 1999 and 1998, Neosho Savings & Loan used cash advances from Federal Home Loan Bank of Des Moines as part of its investment strategy. At December 31, 1999, Neosho Savings & Loan had FHLB advances of $8.6 million that were used to offset fixed rate mortgage loans and provide liquidity and had approved loan commitments totaling $248,000 and undisbursed loans in process of $744,000. Liquid funds necessary for normal daily operations of the Association are maintained in a working checking account and a daily time account with the Federal Home Loan Bank of Des Moines. It is the Association's current policy to maintain adequate collected balances in those deposit accounts to meet daily operating expense, customer withdrawals, and fund loan demand. Funds received from daily operating activities are deposited, on a daily basis, in the checking account and transferred, when appropriate, to the daily time account to enhance income. Normal daily operating expenses are not expected to significantly change. Noninterest expense as a percentage of average assets at 2.5% is expected to remain basically constant. Interest expense is expected to gradually increase as the average balance of customer accounts has increased. However, overall interest expense should remain stable because interest is now being paid on a smaller cash advance. The cash advance expenses are being offset as the funds have been invested at rates higher than the expense incurred by them. Loan interest income is expected to continue to increase as the average balance of loans increases and rates on adjustable-rate loans continue to rise as those loans reprice at the annual adjustment dates. Although customer deposits have increased in the past quarter as a result of some special rate offerings, they are expected to remain stable in the future. At December 31, 1999, certificates of deposit amounted to $32.6 million, or 64.8% of Neosho Savings and Loan's total deposits, including $22.7 million of fixed rate certificates scheduled to mature within twelve months. Historically, Neosho Savings and Loan has been able to retain a significant amount of its deposits as they mature. Management believes it has 13 16 N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) adequate resources to fund all loan commitments from savings deposits, loan payments, maturities of investment securities and advances from Federal Home Loan Bank of Des Moines. The Office of Thrift Supervision requires a thrift institution to maintain an average daily balance of liquid assets (cash and eligible investments) equal to at least 4% of the average daily balance of its net withdrawable deposits and short-term borrowings. Neosho Savings and Loan's liquidity ratio was 36.26% at December 31, 1999. Neosho Savings and Loan consistently maintains liquidity levels in excess of regulatory requirements, and believes this is an appropriate strategy for proper asset and liability management. The Office of Thrift Supervision requires institutions such as the Association to meet certain tangible, core, and risk-based capital requirements. Tangible capital generally consists of stockholders' equity minus certain intangible assets. Core capital generally consists of stockholders' equity. The risk-based capital requirements presently address risk related to both recorded assets and off-balance sheet commitments and obligations. The following table summarizes the Association's capital ratios at December 31, 1999. Percent of Adjusted Amount Total Assets ---------------------------- (Unaudited) (Dollars in thousands) Tangible capital $ 9,323 13.38% Minimum tangible capital requirement 1,045 1.50 -------- ----- Excess $ 8,278 11.88% ======== ===== Core capital $ 9,323 13.38% Minimum core capital requirement 2,788 4.00 -------- ----- Excess $ 6,535 9.38% ======== ===== Risk-based capital $ 9,181 30.15% Minimum risk-based capital requirement 2,474 8.00 -------- ----- Excess $ 6,707 22.15% ======== ===== 14 17 N S & L BANCORP, INC. AND SUBSIDIARY PART II - OTHER INFORMATION ITEM 1, LEGAL PROCEEDINGS Neither the Registrant nor the Association is a party to any material legal proceedings at this time. From time to time the Association is involved in various claims and legal actions arising in the ordinary course of business. ITEM 2, CHANGES IN SECURITIES Not applicable. ITEM 3, DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4, SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5, OTHER INFORMATION None. ITEM 6, EXHIBITS AND REPORT ON FORM 8-K A. Exhibits Exhibit 27-Financial Data Schedule B. Forms 8-K None. 15 18 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. N S & L Bancorp, Inc. Date February 7, 2000 By:/s/ C.R. 'Rick' Butler -------------------- ---------------------------------- C. R. 'Rick' Butler President CEO By:/s/ Carol Guest ------------------------------ Carol Guest Treasurer