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 March 31, 2000
----------------------------
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
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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 May 5, 2000, there were 682,886 shares of the Registrant's Common Stock,
$.01 par value per share, outstanding.
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N S & L BANCORP, INC. AND SUBSIDIARY
FORM 10-QSB
MARCH 31, 2000
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) 8-11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12-17
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 2. CHANGES IN SECURITIES 18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES
HOLDERS 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 19
SIGNATURES
3
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
(Unaudited)
MARCH 31, SEPTEMBER 30,
2000 1999
---------------- -------------------
(DOLLARS IN THOUSANDS)
ASSETS
------
Cash and cash equivalents, including
interest-bearing accounts of $2,716 at
March 31, 2000 and $1,371 at September 30, 1999 $ 3,238 $ 2,317
Certificates of deposit 1,664 1,664
Investment securities available-for-sale, at fair value 170 183
Investment securities held-to-maturity
(estimated market value of $18,590 at March 31, 2000
and $19,541 at September 30, 1999) 19,318 20,028
Investment in Federal Home Loan Bank stock, at cost 480 365
Mortgage-backed securities held-to-maturity ----
(estimated market value of $2,121 at March 31, 2000
and $2,525 at September 30, 1999) 2,081 2,484
Loans held for sale 433 79
----
Loans receivable, net (reserves for loan losses of $75
at March 31, 2000 and $63 at September 30, 1999) 42,271 40,091
Income taxes recoverable-current 82
Accrued interest receivable 511 514
Property and equipment, less accumulated
depreciation 1,092 1,119
Intangible assets 76 78
Other assets 267 224
---- ----
Total assets $ 71,601 $ 69,228
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 50,667 $ 51,547
Advances from FHLB 9,587 5,856
Advances from borrowers for taxes
and insurance 219 354
Income taxes payable - current 63 --
Deferred income taxes 320 344
Other liabilities 555 470
---- ----
Total liabilities 61,411 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 688,506 outstanding
at March 31, 2000 and 741,866 outstanding at September 30, 1999 10 10
Paid-in capital 10,380 10,371
See accompanying notes to Consolidated Financial Statements.
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(CONTINUED)
----------------------------------------------
(Unaudited)
March 31, September 30,
2000 1999
------------- -------------
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY (CONTINUED)
- ------------------------------------------------
Retained earnings - substantially restricted 4,964 4,956
Treasury Stock - at cost; 323,935 shares at March
31, 2000 and 270,575 at September 30, 1999 (4,720) (4,174)
Unearned compensation (450) (524)
Accumulated other comprehensive income 6 18
------- ------
Total stockholders' equity 10,190 10,657
------- ------
Total liabilities and stockholders' equity $ 71,601 $ 69,228
======= ======
See accompanying notes to Consolidated Financial Statements.
2
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
--------------------------
(UNAUDITED)
QUARTER ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
2000 1999 2000 1999
-------- -------- -------- --------
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
INTEREST INCOME:
LOANS RECEIVABLE $ 805 $ 725 $ 1,573 $ 1,440
INVESTMENT SECURITIES 323 196 652 348
MORTGAGE-BACKED AND
RELATED SECURITIES 40 61 83 123
OTHER INTEREST-EARNING ASSETS 41 89 69 213
-------- -------- ---------- ----------
TOTAL INTEREST INCOME 1,209 1,071 2,377 2,124
-------- -------- ---------- ----------
INTEREST EXPENSE:
CUSTOMER DEPOSITS 529 521 1,058 1,055
BORROWED FUNDS 133 54 238 112
-------- -------- ---------- ----------
TOTAL INTEREST EXPENSE 662 575 1,296 1,167
-------- -------- ---------- ----------
NET INTEREST INCOME 547 496 1,081 957
PROVISION FOR LOAN LOSSES -- (1) 12 2
-------- -------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 547 497 1,069 955
-------- -------- ---------- ----------
NONINTEREST INCOME:
GAIN ON SALE OF LOANS 7 16 17 33
BANKING SERVICE CHARGES
AND FEES 44 47 101 95
LOAN LATE CHARGES 2 3 4 5
MORTGAGE BANKING FEES 31 28 49 81
OTHER 1 4 5 7
-------- -------- ---------- ----------
TOTAL NONINTEREST INCOME 85 98 176 221
-------- -------- ---------- ----------
NONINTEREST EXPENSE:
COMPENSATION AND
EMPLOYEE BENEFITS 266 239 520 473
OCCUPANCY AND EQUIPMENT 47 51 94 99
DEPOSIT INSURANCE PREMIUM 3 7 10 14
DATA PROCESSING 35 32 67 61
PRINTING, POSTAGE, STATIONERY
AND SUPPLIES 17 11 38 37
PROFESSIONAL FEES 15 23 28 35
OTHER 55 44 124 119
-------- -------- ---------- ----------
TOTAL NONINTEREST EXPENSE 438 407 881 838
-------- -------- ---------- ----------
INCOME BEFORE TAXES 194 188 364 338
INCOME TAXES 80 63 131 108
-------- -------- ---------- ----------
NET INCOME $ 114 $ 125 $ 233 $ 230
======== ======== ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
-------------------------------------
(UNAUDITED)
QUARTER ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
2000 1999 2000 1999
------ --------- ------- --------
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
BASIC EARNINGS PER SHARE $ .17 $ .18 $ .35 $ .34
====== ====== ====== =======
DILUTED EARNINGS PER SHARE $ .17 $ .18 $ .35 $ .33
====== ====== ====== =======
DIVIDENDS PER SHARE $ .16 $ .16 $ .32 $ .32
====== ====== ====== =======
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
(UNAUDITED) (UNAUDITED)
QUARTER ENDED MARCH 31 SIX MONTHS ENDED MARCH 31
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in thousands) (Dollars in thousands)
Net income 114 125 233 230
Unrealized gains (losses)
on securities:
Gains (losses) arising during
period, net of tax (4) (5) (12) (10)
Reclassification
adjustment, net of tax -- -- -- --
-------- -------- ------- -------
Other comprehensive
income (loss) (4) (5) (12) (10)
-------- -------- ------- -------
Comprehensive income $ 110 $ 120 $ 221 $ 220
======== ======== ======= =======
See accompanying notes to Consolidated Financial Statements.
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
2000 1999
---------------- -----------------
(Dollars in thousands)
Cash flows from operating activities:
Net income $ 233 $ 230
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 43 44
Amortization 2 2
Premiums and discounts on mortgage-backed
securities and investment securities (39) (50)
Origination of loans held for sale (1,619) (3,071)
Proceeds from sale of loans held for sale 1,282 2,666
Loss on loans, net of recoveries 12 2
Release of ESOP shares 43 41
Vesting of MRDP shares 40 38
Gain on sale of loans (17) (34)
Net change in operating accounts:
Accrued interest receivable 3 (12)
Other assets (43) (73)
Other liabilities 94 (7)
Income taxes payable - deferred (23) 46
Income taxes payable - current 145 31
----------- -----------
Net cash from (used in)operating activities 156 (147)
----------- -----------
Cash flows from investing activities:
Purchase of investment securities held-to-maturity (120) (9,339)
Proceeds from maturity of investment securities
held-to-maturity 750 3,534
Net change in certificates of deposit -- 99
Net change in loans receivable (2,192) (569)
Proceeds from principal payments and maturities
of mortgage-backed securities held-to-maturity 407 791
Purchase of mortgage-backed securities held-to-maturity -- (555)
Purchases of property and equipment (16) (57)
----------- -----------
Net cash (used in) investing activities $ (1,171) $ (6,096)
----------- -----------
See accompanying notes to Consolidated Financial Statements.
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N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
--------------------------------------------------------------------
Six Months Ended March 31, 2000 and 1999
(Unaudited)
2000 1999
--------- ----------
(Dollars in thousands)
Cash flows from financing activities:
Net change in demand deposits, savings
accounts, and certificates of deposit $ (880) $ 4,432
Net decrease in mortgage escrow funds (135) (121)
Cash advances from FHLB 4,000 --
Repayment of cash advances from FHLB (269) (64)
Purchase of treasury stock (546) (15)
Cash dividends paid (234) (177)
--------- ----------
Net cash from financing activities 1,936 4,055
--------- ----------
Net increase(decrease) in cash and
cash equivalents 921 (2,188)
Cash and cash equivalents -
beginning of period 2,317 10,383
--------- ----------
Cash and cash equivalents -
end of period $ 3,238 $ 8,195
========= ==========
See accompanying notes to Consolidated Financial Statements.
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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 March 31, 2000 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 March 31, 2000 interim
financial statements. The results of operations for the period ended March 31,
2000 and 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 MARCH 31,
2000 1999
---- ----
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS:
Income Available to
Common Stockholders $114,000 663,582 $.17 $125,000 688,151 $.18
==== ====
Effect of dilutive securities:
Stock option -- -- -- 6,833
-------- ------- -------- -------
Diluted EPS:
Income available to common
stockholders plus stock
options $114,000 663,582 $.17 $125,000 694,984 $.18
======== ======= ==== ======== ======= ====
FOR THE SIX MONTHS ENDED MARCH 31,
2000 1999
---- ----
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS:
Income available to
Common Stockholders $233,000 673,970 $.35 $230,000 687,429 $.34
==== ====
Effect of dilutive securities:
Stock option -- -- -- 4,172
-------- ------- -------- --------
Diluted EPS:
Income available to common
stockholders plus stock
options $233,000 673,970 $.35 $230,000 691,601 $.33
======== ======== ==== ======== ======== ====
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N S & L BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 March 31, 2000, 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.
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 $21,061 and $19,261 for the three months
ended March 31, 2000 and 1999 and $43,371 and 41,283 for the six months ended
March 31, 2000 and 1999 respectively.
A SUMMARY OF ESOP SHARES AT MARCH 31, 2000 IS AS FOLLOWS:
SHARES ALLOCATED 35,457
SHARES COMMITTED FOR RELEASE 4,108
UNRELEASED SHARES 42,654
------
TOTAL 82,219
======
FAIR VALUE OF UNRELEASED SHARES $426,540
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N S & L BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 $18,518 for the three months ended March 31,
2000 and 1999 and $40,412 and $38,162 for the six months ended March 31, 2000
and 1999, 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 May 1, 2000, 1,000 shares had been exercised.
NOTE E - Stock Repurchase Program
- ---------------------------------
At May 5, 2000, the Company has repurchased 329,555 shares of the Corporation's
outstanding stock at a cost of $4,776,839.
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.
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13
N S & L BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 58,980 shares by stock repurchases. All per share amounts and average
shares outstanding have been restated to reflect the aforementioned stock
dividend.
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14
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
and six month periods ended March 31, 2000 and 1999.
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.
This report contains certain "forward-looking statements" concerning
the future operations of NS&L Bancorp, Inc. We have used forward-looking
statements to describe future plans and strategies, including our expectations
of our future financial results. Management's ability to predict results or the
effect of future plans or strategies is inherently uncertain. Factors which
could affect actual results include interest rate trends, the general economic
climate in our market area and the country as a whole, our loan delinquency
rates, and changes in federal and state regulation. These factors should be
considered in evaluation the forward-looking statements contained in this report
and undue reliance should not be placed on such statements.
CHANGES IN FINANCIAL CONDITION
- ------------------------------
Total assets increased $2.4 million from September 30, 1999. Cash and
cash equivalents increased $921,000 during the six months ended March 31, 2000.
The increase resulted from an increase in FHLB cash advances of $3.7 million and
the maturity of investment securities of $750,000 which was partially offset by
customer withdrawals of $880,000 and loans financed in the amount of $2.5
million. Loans for 1 to 4 family dwellings comprised the majority of the
increase in loans.
Nonperforming assets were zero at March 31, 2000, compared to $255,000,
or .37% of total assets at September 30, 1999. There were no nonaccrual loans at
March 2000 and $37,000 at September 30, 1999.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE MONTHS ENDED
- -----------------------------------------------------------------------------
MARCH 31, 1999
- --------------
NET INCOME. Net income was $114,000 for the quarter ended March 31,
2000 compared to $125,000 for the quarter ended March 31, 1999. Net interest
income after provision for loan losses was $547,000 for the quarter compared to
$497,000 for the same quarter last year. Noninterest income decreased $13,000
and noninterest expense increased $31,000. Income tax expense increased $17,000.
NET INTEREST INCOME. Net interest income of $547,000 for the quarter
ended March 31, 2000 increased from $496,000 for the quarter ended March 31,
1999. Interest income increased $138,000 while interest expense increased
$87,000.
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N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
INTEREST INCOME. Interest income increased by $138,000, or 12.9%, to
$1.2 million for the quarter ended March 31, 2000 from $1.1 million for the
quarter ended March 31, 1999. Interest income from loans receivable increased
$80,000 to $805,000 for the quarter ended March 31, 2000 from $725,000 for the
quarter ended March 31, 1999. 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 $127,000 to $323,000 for the quarter ended
March 31, 2000 from $196,000 for the quarter ended March 31, 1999. This increase
was due to an increase in the balances in investment securities. Interest income
from mortgage-backed securities decreased by $21,000 to $40,000 for the quarter
ended March 31, 2000 from $61,000 for the quarter ended March 31, 1999. The
decrease was due to a decrease in the average balances in mortgage-backed
securities. Interest income from other interest-earning assets decreased by
$48,000 to $41,000 for the quarter ended March 31, 2000 from $89,000 for the
quarter ended March 31, 1999. 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 $662,000 for the quarter ended
March 31, 2000 increased $87,000, or 15.1%, from $575,000 for the quarter ended
March 31, 1999. The increase is primarily attributable to an increase in the
average balances of borrowed funds and to a lesser extent, to some special rate
offerings and an overall increase in rates on customer deposits.
PROVISION FOR LOAN LOSSES. Loan loss provision increased by $1,000 for
the quarter ending March 31, 2000 compared to the quarter ending March 31, 1999
and actual loan losses net of recoveries were $4,000 for the quarter ending
March 31, 2000 and zero for the comparable quarter.
NONINTEREST INCOME. Noninterest income of $85,000 for the quarter ended
March 31, 2000 decreased $13,000 from $98,000 for the quarter ended March 31,
1999. This decrease was primarily due to a decrease in the gain on sale of loans
of $9,000, a decrease of $3,000 in banking service charges and fees and a
decrease of other noninterest income of $3,000 and was partially offset by an
increase in mortgage banking fees of $3,000 for the quarter ending March 31,
2000 compared to the quarter ending March 31, 1999.
NONINTEREST EXPENSE. Noninterest expense increased $31,000, or 7.6%, to
$438,000 for the quarter ended March 31, 2000 from $407,000 for the quarter
ended March 31, 1999. This increase was due to an increase of $27,000 in
compensation and employee benefits, an $11,000 increase in other expenses and a
$6,000 increase in printing, postage and supplies and was partially offset by a
decrease of $8,000 in professional fees and a $4,000 decrease in occupancy and
equipment.
NET INTEREST MARGIN. Net interest margin was 3.18% for the three months
ended March 31, 2000 compared to 3.09% for the three months ended March 31,
1999. Income from earning assets increased by $138,000, or 12.9%, between the
two quarters and interest expense increased by $87,000, or 15.1%. The average
earning asset base increased by $4.2 million, or 6.6%. The average
interest-bearing liability base increased by $4.5 million, or 8.4%.
13
16
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
COMPARISON OF THE SIX MONTHS ENDED MARCH 31, 2000 TO THE SIX MONTHS ENDED
- -------------------------------------------------------------------------
MARCH 31, 1999
- --------------
NET INCOME. Net income increased $3,000 to $233,000 for the six months
ended March 31, 2000 compared to $230,000 for the six months ended March 31,
1999. Net interest income after provision for loan losses increased by $114,000
to $1.1 million for the six months ended March 31, 2000 compared to $955,000 for
the six months ended March 31, 1999. Noninterest income decreased $45,000 and
noninterest expense increased $43,000. Income tax expense increased $23,000.
NET INTEREST INCOME. Net interest income of $1.1 million for the six
months ended March 31, 2000 increased by $124,000 from net interest income of
$957,000 for the six months ended March 31, 1999. Total interest income
increased $253,000 while interest expense increased $129,000.
INTEREST INCOME. Total interest income increased $253,000 to $2.4
million for the six months ended March 31, 2000 from $2.1 million for the six
months ended March 31, 1999. Interest income from loans receivable increased
$133,000 to $1.6 million for the six months ended March 31, 2000 from $1.4
million for the six months ended March 31, 1999. This increase was primarily
attributable to the increase in the average balance of loans between the two
periods. Interest income from investment securities increased by $304,000 to
$652,000 for the six months ended March 31, 2000 from $348,000 for the six
months ended March 31, 1999. Interest income from other interest-earning assets
decreased by $144,000 to $69,000 for the six months ended March 31, 2000 from
$213,000 for the six months ended March 31, 1999. 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. Income from mortgage-backed
securities decreased $40,000 to $83,000 at March 31, 2000 from $123,000 for the
period ending March 31, 1999. The decrease in mortgage-backed security income
was a result of a lower average balance in those investments as repayments were
received.
INTEREST EXPENSE. Total interest expense of $1.3 million for the six
months ended March 31, 2000, increased $129,000 from $1.2 million for the
quarter ended March 31, 1999. An increase in the average balances of customer
deposits and some special rate offerings on certificates of deposits increased
interest paid on deposits by $3,000 and an increase of $126,000 in interest on
FHLB advances resulted from an increase in the average balance of FHLB advances.
PROVISION FOR LOAN LOSSES. Loan loss provision increased by $10,000 for
the six months ending March 31, 2000 from the comparable period in 1999 and
actual loan losses net of recoveries were $4,000 for the period ending March 31,
2000 and zero for the period ending March 31, 1999.
NONINTEREST INCOME. Noninterest income of $176,000 for the six months
ended March 31, 2000 decreased $45,000 from $221,000 for the six months ended
March 31, 1999. This decrease was primarily attributable to a $32,000 decrease
in mortgage banking fees and a $16,000 decrease in the gain on sale of loans.
The decreases were partially offset by a $6,000
14
17
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
increase in banking service charges and fees for the six months ending March 31,
2000 compared to the comparable period ending March 31, 1999.
NONINTEREST EXPENSE. Noninterest expense increased $43,000 to $881,000
for the six months ended March 31, 2000 from $838,000 for the six ended March
31, 1999. Compensation and employee benefits increased by $47,000 as a result of
annual salary increases effective October 1, 1999 and additional personnel
needed in the normal operations of business. Data processing increased $6,000
and other expenses increased by $5,000 as a result of normal operation of the
Company. These increases were partially offset by a decrease of $5,000 in
occupancy and equipment, a decrease of $4,000 in deposit insurance premiums and
a $7,000 decrease in professional fees from the comparable period.
NET INTEREST MARGIN. Net interest margin was 3.16% for the six months
ended March 31, 2000 compared to 3.01% for the six months ended March 31, 1999.
Income from earning assets increased by $253,000, or 11.9%, between the two
periods while interest expense increased by $129,000, or 11.1%. The average
earning asset base increased by $4.9 million, or 7.7%. The average
interest-bearing liability base increased by $4.9 million, or 9.2%.
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.
While there can be no assurances that the Association has effectively
addressed 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, the
15
18
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Association used cash advances from Federal Home Loan Bank of Des Moines as part
of its investment strategy. At March 31, 2000, the Association had FHLB advances
of $9.6 million that were used to offset fixed rate mortgage loans and provide
liquidity and had approved loan commitments totaling $449,000 and undisbursed
loans in process of $512,000.
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 cash advances has increased. However, overall
interest expense should remain stable because interest is now being paid on a
smaller average balance of customer accounts. 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 decreased in the past six months as a result of increased
competition as new financial institutions enter the market area, they are
expected to remain stable in the future.
At March 31, 2000, certificates of deposit amounted to $32.3 million,
or 63.8% of the Association's total deposits, including $22.6 million of fixed
rate certificates scheduled to mature within twelve months. Historically, the
Association has been able to retain a significant amount of its deposits as they
mature. Management believes it has 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. The Association's liquidity
ratio was 38.26% at March 31, 2000. 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 March 31, 2000.
16
19
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
PERCENT OF ADJUSTED
AMOUNT TOTAL ASSETS
------ ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
Tangible capital $ 8,530 12.02%
Minimum tangible capital requirement 1,065 1.50
-------- -----
Excess $ 7,465 10.52%
======== =====
Core capital $ 8,530 12.02%
Minimum core capital requirement 2,839 4.00
-------- -----
Excess $ 5,691 8.02%
======== =====
Risk-based capital $ 8,600 26.96%
Minimum risk-based capital requirement 2,552 8.00
-------- -----
Excess $ 6,048 18.96%
======== =====
17
20
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
The Annual Meeting of Stockholders of the Company ("Meeting") was held on
January 19, 2000. The results of the vote on the matters presented at the
Meeting is as follows:
1. The following individuals were elected as directors, each for a
three-year term:
Vote For Vote Withheld
C.R. Butler 666,439 6,520
--------- ----------
Ralph J. Haas 666,319 6,640
--------- ----------
The terms of Directors George A. Henry, Jon C. Genisio, John D.
Mills and Robert J. Johnson continued after the meeting.
Broker non-votes totaled 0
-
2. The Appointment of Kirkpatrick, Phillips & Miller, CPAs, P.C. as
auditors for the Company for the fiscal year ending September 30,
2000 was ratified by stockholders by the following vote:
For 667,399; Against 180 Abstain 5,380
------- --- -----
Broker non-votes totaled 0
-
ITEM 5. OTHER INFORMATION
None.
18
21
N S & L BANCORP, INC. AND SUBSIDIARY
PART II - OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
A. EXHIBITS
Exhibit 27-Financial Data Schedule
B. Forms 8-K
None.
19
22
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 May 15, 2000 By: /s/ C. R. Butler
------------ -----------------------
C. R. 'Rick' Butler
President
CEO
By: /s/ Carol Guest
-----------------------
Carol Guest
Treasurer