1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 10-QSB/A
----------------
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 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 AUGUST 5, 1999, THERE WERE 741,866 SHARES OF THE REGISTRANT'S COMMON
STOCK, $.01 PAR VALUE PER SHARE, OUTSTANDING.
2
N S & L BANCORP, INC. AND SUBSIDIARY
FORM 10-QSB/A
JUNE 30, 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 11-17
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 18
SIGNATURES
3
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
-------------------------------------------
(Unaudited)
JUNE 30, SEPTEMBER 30,
1999 1998
-------------- -----------------
(Dollars in thousands)
ASSETS
------
Cash and cash equivalents, including
interest-bearing accounts of $2,760 at $ 3,545 $ 10,383
June 30 and $9,698 at September 30
Certificates of deposit 80 674
Investment securities available-for-sale, at fair value 195 204
Investment securities held-to-maturity
(estimated market value of $18,638 at June 30
and $9,702 at September 30) 18,960 9,401
Investment in Federal Home Loan Bank stock, at cost 365 365
Mortgage-backed securities held-to-maturity
(estimated market value of $2,701 at June 30
and $3,206 at September 30) 2,659 3,122
Loans held for sale 653 86
Loans receivable, net (reserves for loan losses of $56
at June 30 and $52 at September 30) 38,142 37,421
Accrued interest receivable 488 360
Property and equipment, less accumulated
depreciation 1,135 1,130
Intangible assets 78 81
Other assets 337 140
------------ ------------
Total assets $ 66,637 $ 63,367
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 51,030 $ 47,945
Advances from FHLB 3,889 3,986
Advances from borrowers for taxes
and insurance 269 305
Income taxes payable - current 18 11
Deferred income taxes 431 340
Other liabilities 427 375
------------ ------------
Total liabilities 56,064 52,962
------------ ------------
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 741,866 outstanding
at June 30 and 886,314 issued and 616,839
outstanding at September 30 10 9
Paid-in capital 10,400 8,514
See accompanying notes to Consolidated Financial Statements.
1
4
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
--------------------------------------------------------------------
(Unaudited)
JUNE 30, SEPTEMBER 30,
1999 1998
--------------------------------------
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY (Continued)
- ------------------------------------------------
Retained earnings - substantially restricted 4,870 6,648
Treasury Stock - at cost; 270,575 shares at June 30,
1999 and 269,475 at September 30, 1998 (4,175) (4,160)
Unearned compensation (557) (637)
Accumulated other comprehensive income 25 31
---------- ------------
Total stockholders' equity 10,573 10,405
---------- ------------
Total liabilities and stockholders' equity $ 66,637 $ 63,367
========== ============
See accompanying notes to Consolidated Financial Statements.
2
5
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
------------------------------
(unaudited) (unaudited)
QUARTER ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
1999 1998 1999 1998
---- ---- ---- ----
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
Interest Income:
Loans receivable $ 728 $ 684 $ 2,168 $ 1,994
Investment securities 278 176 626 540
Mortgage-backed and
related securities 52 72 175 232
Other interest-earning assets 65 101 278 254
------------- ------------- -------------- --------------
Total interest income 1,123 1,033 3,247 3,020
------------- ------------- -------------- --------------
Interest Expense:
Customer deposits 542 530 1,597 1,529
Borrowed funds 55 17 167 56
------------- ------------- -------------- --------------
Total interest expense 597 547 1,764 1,585
------------- ------------- -------------- --------------
Net interest income 526 486 1,483 1,435
Provision for loan losse 4 -- 6 6
------------- ------------- -------------- --------------
Net interest income after
provision for loan losses 522 486 1,477 1,429
------------- ------------- -------------- --------------
Noninterest Income:
Gain on sale of investment -- 18 -- 18
Gain on sale of loans 23 -- 56 --
Banking service charges
and fees 53 41 148 117
Loan late charges 2 2 7 6
Mortgage banking fees 29 59 110 168
Other 3 3 10 4
------------- ------------- -------------- --------------
Total noninterest income 110 123 331 313
------------- ------------- -------------- --------------
Noninterest Expense:
Compensation and
employee benefits 240 231 713 682
Occupancy and equipment 49 50 148 144
Deposit insurance premium 8 7 22 21
Data processing 30 25 91 75
Printing, postage, stationery
and supplies 18 11 55 45
Professional fees 11 8 46 42
Other 50 45 169 181
------------- ------------- -------------- --------------
Total noninterest expense 406 377 1,244 1,190
------------- ------------- -------------- --------------
Income before taxes 226 232 564 552
Income Taxes 75 85 183 205
------------- ------------- -------------- --------------
Net income $ 151 $ 147 $ 381 $ 347
============= ============= ============== ==============
See accompanying notes to Consolidated Financial Statements.
3
6
` N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
-------------------------------------------------------------
(Unaudited) (Unaudited)
QUARTER ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
1999 1998 1999 1998
----------- ---------- ----------- -----------
(Dollars in thousands) (Dollars in thousands)
Basic earnings per share $ .22 $ .19 $ .55 $ .45
=========== =========== ========== ============
Diluted earnings per share $ .21 $ .19 $ .55 $ .44
=========== =========== ========== ============
Dividends per share $ .16 $ .125 $ .48 $ .375
=========== =========== ========== ============
See accompanying notes to Consolidated Financial Statements.
4
7
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
(Unaudited) (Unaudited)
QUARTER ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
1999 1998 1999 1998
-------------- -------------- -------------- --------------
(Dollars in thousands) (Dollars in thousands)
Net income 151 147 381 347
Unrealized gains(losses)
on securities:
Gains (losses) arising during
period, net of tax 4 (9) (6) 4
Reclassification
adjustment, net of tax -- (11) -- (11)
-------------- -------------- ------------- -------------
Other comprehensive
income (loss) 4 (20) (6) (7)
-------------- -------------- ------------- -------------
Comprehensive income $ 155 $ 127 $ 375 $ 340
============== ============== ============= =============
See accompanying notes to Consolidated Financial Statements.
5
8
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------
NINE MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
1998 1999
-------- --------
(Dollars in thousands)
Cash flows from operating activities:
Net income $ 381 $ 347
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 68 68
Amortization 3 3
Premiums and discounts on mortgage-backed
securities and investment securities (73) (90)
Origination of loans held for sale (5,195) --
Proceeds from sale of loans held for sale 4,684 --
Loss on loans, net of recoveries 6 6
Release of ESOP shares 65 92
Vesting of MRDP shares 58 56
Gain on call of investments -- (15)
Gain on sale of investments -- (18)
Gain on sale of loans (56) --
Net change in operating accounts:
Accrued interest receivable (128) 79
Other assets (197) (26)
Other liabilities 12 20
Income taxes payable - deferred 94 (27)
Income taxes payable - current 7 --
---------- ----------
Net cash from (used in)operating activities (271) 495
---------- ----------
Cash flows from investing activities:
Purchase of investment securities held-to-maturity (13,838) (4,995)
Proceeds from maturity of investment securities
held-to-maturity 4,334 8,915
Proceeds from sale of investment securities
available-for-sale -- 44
Net change in certificates of deposit 594 (495)
Net change in loans receivable (727) (2,780)
Proceeds from principal payments and maturities
of mortgage-backed securities held-to-maturity 1,036 1,149
Purchase of mortgage-backed securities held-to-maturity (555) --
Purchases of property and equipment (73) (51)
---------- ---------
Net cash from (used in) investing activities $ (9,229) $ 1,787
---------- ---------
See accompanying notes to Consolidated Financial Statements.
6
9
N S & L BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
------------------------------------------
NINE MONTHS ENDED JUNE 30, 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 $ 3,085 $ 4,195
Net decrease in mortgage escrow funds (36) (100)
Cash advances from FHLB -- 1,000
Repayment of cash advances from FHLB (97) (2,000)
Purchase of treasury stock (15) (481)
Cash dividends paid (275) (260)
----------- ------------
Net cash from financing activities 2,662 2,354
----------- ------------
Net increase(decrease) in cash and
cash equivalents (6,838) 4,636
Cash and cash equivalents -
beginning of period 10,383 5,521
----------- ------------
Cash and cash equivalents -
end of period $ 3,545 $ 10,157
=========== ============
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 June 30, 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 June 30, 1999 interim
financial statements. The results of operations for the periods ended June 30,
1999 are not necessarily indicative of the operating results for the full year.
The September 30, 1998 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 JUNE 30,
1999 1998
---- -----
Income Shares Per-Shares Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS:
Income available to
Common Stockholders $151,000 691,703 $.22 $147,000 764,629 $.19
==== ====
Effect of dilutive securities:
Stock option -- 15,488 -- 19,260
-------- ------- -------- ------
Diluted EPS:
Income available to common
stockholders plus stock
options $151,000 707,191 $.21 $147,000 783,889 $.19
======== ======= ==== ======== ======= ====
FOR THE NINE MONTHS ENDED JUNE 30,
1999 1998
---- ----
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------ ------
Basic EPS:
Income available to
Common Stockholde $381,000 688,854 $.55 $347,000 770,467 $.45
==== ====
Effect of dilutive securities:
Stock option -- 9,259 -- 20,524
-------- -------- -------- -------
Diluted EPS:
Income available to common
stockholders plus stock
options $381,000 698,113 $.55 $347,000 790,991 $.44
======== ======= ==== ======== ======= ====
8
11
N S & L BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE C - Employee Stock Ownership Plan
- --------------------------------------
The Association (Neosho Savings & Loan Association, F.A.) established an ESOP
for the exclusive benefit of participating employees (all salaried employees who
have completed at least 1,000 hours of service in a twelve-month period and have
attained the age of 21). The ESOP borrowed funds from the Company in an amount
sufficient to purchase 68,516 shares (8% of the Common Stock issued in the
Conversion). An additional 13,665 shares were issued with the 20% stock dividend
declared March 24, 1999 resulting in a total of 82,181 ESOP shares. The ESOP
loan is secured by the shares purchased and will be repaid by the ESOP with
funds from contributions made by the Association, dividends received by 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.
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 of the participant. Forfeitures are returned to the Association or
reallocated to other participants to reduce future funding costs. Benefits may
be payable upon retirement, death, disability or separation from service. Since
the Association's annual contributions are discretionary, benefits payable under
the ESOP cannot be estimated.
The Company 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 $23,841 and $30,217 for the three months
ended June 30, 1999 and 1998 and $65,124 and $92,782 for the nine months ended
June 30, 1999 and 1998 respectively.
A summary of ESOP shares at June 30, 1999 is as follows:
Shares allocated 27,240
Shares committed for release 6,167
Unreleased shares 48,774
------
Total 82,181
======
Fair value of unreleased shares $627,965
9
12
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 37,535 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 $18,892 for the three months ended June 30,
1999 and 1998 and $58,368 and $55,929 for the nine months ended June 30, 1999
and 1998 respectively.
Also adopted on January 17, 1996 was a Stock Option plan whereby 85,645 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 11, 1999, 1,000 shares had been exercised.
NOTE E - Stock Repurchase Program
- ---------------------------------
The Company completed its fourth stock repurchase program of the Company's
outstanding stock. At August 5, 1999, 270,575 shares have been repurchased at a
cost of $4,174,612.
NOTE F - New Accounting Pronouncements
- --------------------------------------
The Company adopted SFAS 130, "Reporting Comprehensive Income," during the
quarter ended December 31, 1998. Accounting Principles generally require that
recognized revenue, expenses gains and losses be included in net income.
Although certain changes in assets and liabilities, such as unrealized gains and
losses on available-for-sale securities, are reported as a separate component of
the equity section of the balance sheet, such items, along with net income, are
components of comprehensive income. The adoption of SFAS 130 had no effect on
the Company's net income or shareholders' equity.
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. 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, 1998,
as well as certain changes in results of operations during the three and nine
month periods ended June 30, 1999 and 1998.
The following should be read in conjunction with the Company's 10-KSB for
the year ended September 30, 1998, 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, 1998, 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 $3.3 million from September 30, 1998. Cash and cash
equivalents decreased $6.8 million during the nine months ended June 30, 1999.
The decrease resulted from the purchase of $9.6 million in investment securities
and an increase of $1.3 million in loans. These uses of cash were partially
offset by an increase in customer deposits of $3.1 million, primarily as a
result of some special rate offerings, the maturity of $600,000 in certificates
of deposit, and principal payments received of $500,000 on mortgage-backed
securities. The increase in investments was to obtain higher rate of returns for
available cash on hand. Loans for 1 to 4 family dwellings comprised the majority
of the increase in loans.
Nonperforming assets were $99,000 or .15% of total assets at June 30,
1999, compared to $21,000, or .03% of total assets at September 30, 1998. There
were $51,000 in nonaccrual loans at June 30, 1999 and $21,000 at September 30,
1998.
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999 TO THE THREE MONTHS ENDED
- ----------------------------------------------------------------------------
JUNE 30, 1998
- -------------
NET INCOME. Net income was $151,000 for the quarter ended June 30, 1999
compared to $147,000 for the quarter ended June 30, 1998. Net interest income
after provision for loan losses was $522,000 for the quarter compared to
$486,000 for the same quarter last year. Noninterest income decreased $13,000
and noninterest expense increased $29,000. Income tax expense decreased $10,000.
NET INTEREST INCOME. Net interest income of $526,000 for the quarter ended
June 30, 1999 increased from $486,000 for the quarter ended June 30, 1998.
Interest income increased $90,000 while interest expense increased $50,000.
INTEREST INCOME. Interest income increased by $90,000 or 8.7% to $1.12
million for the quarter ended June 30, 1999 from $1.03 million for the quarter
ended June 30, 1998. Interest income from loans receivable increased $44,000 to
$728,000 for the quarter ended June 30, 1999 from $684,000 for the quarter ended
June 30, 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 $102,000 to $278,000 for the quarter ended June 30, 1999
from $176,000 for the quarter ended June 30, 1998. This increase was due to an
increase in the balances in investment securities. Interest income from
mortgage-backed securities decreased by $20,000 to $52,000
11
14
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
for the quarter ended June 30, 1999 from $72,000 for the quarter ended June 30,
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 $36,000 to $65,000 for the quarter ended June 30, 1999 from
$101,000 for the quarter ended June 30, 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.
INTEREST EXPENSE. Interest expense of $597,000 for the quarter ended June
30, 1999 increased $50,000, or 9.1%, from $547,000 for the quarter ended June
30, 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 in borrowed funds.
PROVISION FOR LOAN LOSSES. Loan loss provision increased by $4,000 for the
quarter ending June 30, 1999 and actual loan losses net of recoveries were zero
for both quarters.
NONINTEREST INCOME. Noninterest income of $110,000 for the quarter ended
June 30, 1999 decreased $13,000 from $123,000 for the quarter ended June 30,
1998. This decrease was primarily due to a decrease in mortgage banking fees of
$30,000 and was partially offset by a $23,000 gain on the sale of loans as some
loans were funded by the Company and then sold and there were no loan sales in
the comparative quarter. There was also a gain on the sale of investments in the
prior quarter and no comparable sale in the current quarter. In addition an
increase in banking service charges and fees of $12,000 resulted from growth of
deposit accounts in the quarter ended June 30, 1999 compared to the quarter
ended June 30, 1998.
NONINTEREST EXPENSE. Noninterest expense increased $29,000, or 7.7%, to
$406,000 for the quarter ended June 30, 1999 from $377,000 for the quarter ended
June 30, 1998. This increase was due to an increase of $9,000 in compensation
and employee benefits, a $7,000 increase in printing, postage and supplies,
$5,000 in other operating expenses, $5,000 in data processing, and $3,000 in
professional fees.
NET INTEREST MARGIN. Net interest margin was 2.99% for the three months
ended June 30, 1999 compared to 3.23% for the three months ended June 30, 1998.
Income from earning assets increased by $90,000, or 8.7%, between the two
quarters and interest expense increased by $50,000, or 9.1%. The average earning
asset base increased by $5.9 million, or 9.8%. The average interest-bearing
liability base increased by $5.8 million, or 11.8%.
COMPARISON OF THE NINE MONTHS ENDED JUNE 30, 1999 TO THE NINE MONTHS ENDED
- --------------------------------------------------------------------------
JUNE 30, 1998
- -------------
NET INCOME. Net income increased $34,000 to $381,000 for the nine months
ended June 30, 1999 from $347,000 for the nine months ended June 30, 1998. Net
interest income after provision for loan losses increased by $48,000 to $1.48
million for the nine months ended June 30, 1999 from $1.43 million for the nine
months ended June 30, 1998. Noninterest income increased by $18,000, noninterest
expense increased by $54,000 and income taxes decreased by $22,000.
12
15
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
NET INTEREST INCOME. Net interest income of $1.48 million for the nine
months ended June 30, 1999 increased $48,000 from net interest income of $1.43
million for the nine months ended June 30, 1998. Total interest income increased
by $227,000 while interest expense increased by $179,000.
INTEREST INCOME. Total interest income increased $227,000 to $3.25 million
for the nine months ended June 30, 1999 from $3.02 million for the nine months
ended June 30, 1998. The increase was comprised of increases in income from
loans receivable and other interest earning assets. The interest income from
loans increased by $174,000 to $2.17 million for the nine months ended June 30,
1999 from $2.0 million for the nine months ended June 30, 1998. This increase
was primarily due to the increase in the average outstanding loan balances
during the two periods. Investment security income increased $86,000 to $626,000
for the nine months ended June 30, 1999 from $540,000 for the nine months
ended June 30, 1998. Income on other interest earning assets increased by
$24,000 to $278,000 for the nine months ended June 30, 1999 from $254,000 for
the nine months ended June 30, 1998. This increase was primarily due to the
increase in the average balance of other interest earning assets invested at
FHLB of Des Moines. Income from mortgage-backed securities decreased $57,000 to
$175,000 at June 30, 1999 from $232,000 for the period ending June 30, 1998. The
decrease in mortgage-backed security income was a result of a lower average
balance in those investments.
INTEREST EXPENSE. Total interest expense was $1.76 million for the nine
months ended June 30, 1999, a $179,000 increase from $1.58 million for the nine
months ended June 30, 1998. An increase in the average balances of customer
deposits increased interest paid on deposits by $68,000 and an increase in
interest on FHLB advances of $111,000 resulted from the average balance of FHLB
advances increasing.
PROVISION FOR LOAN LOSSES. Provision for loan losses is unchanged for the
nine months ended June 30, 1999 and the nine months ended June 30, 1998. Actual
loan losses, net of recoveries, were $1,000 for the nine months ended June 30,
1999 and zero for the quarter ended June 30, 1998.
NONINTEREST INCOME. Noninterest income of $331,000 for the nine months
ended June 30, 1999 increased by $18,000 from $313,000 for the nine months ended
June 30, 1998. This increase was primarily attributable to a $31,000 increase in
banking service charges and fees, a $56,000 gain on sale of loans and a $6,000
increase in other noninterest income. The increases were partially offset by a
$58,000 decrease in mortgage banking fees and an $18,000 gain on the sale of
investments in the prior period with no sales in the current period.
NONINTEREST EXPENSE. Noninterest expense increased by $54,000 to $1.24
million for the nine months ended June 30, 1999 from $1.19 million for the nine
months ended June 30, 1998. Compensation and employee benefits increased by
$31,000 as a result of annual salary increases effective October 1, 1998. Data
processing also increased by $16,000, printing, postage and supplies increased
$10,000, and occupancy and equipment increased $4,000, and professional fees
increased $4,000, while other expenses decreased $12,000 as a result of normal
operations of the Company.
13
16
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
NET INTEREST MARGIN. Net interest margin of 3.27% for the nine months
ended June 30, 1999 decreased .02% from 3.29% for the nine months ended June 30,
1998. Income from earning assets increased by $227,000, or 7.5% between the two
periods while interest expense increased by $179,000, or 11.3%. The average
earning asset base increased by $6.2 million or 10.6%. The average
interest-bearing liability base increased by $6.5 million or 13.8%.
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 1998 and 1997, Neosho Savings & Loan began using cash
advances from Federal Home Loan Bank of Des Moines. At June 30, 1999, Neosho
Savings & Loan had FHLB advances of $3.9 million that were used to offset fixed
rate mortgage loans and had approved loan commitments totaling $1.2 million and
undisbursed loans in process of $467,000.
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 June 30, 1999, certificates of deposit amounted to $32.2 million, or
62.2% of Neosho Savings and Loan's total deposits, including $23.3 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 adequate
14
17
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
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 40.39% at June 30, 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 June 30, 1999.
Percent of Adjusted
Amount Total Assets
---------------------------------
(Unaudited)
(Dollars in thousands)
Tangible capital $ 8,954 13.57%
Minimum tangible capital requirement 990 1.50
-------- ------
Excess $ 7,964 12.07%
======== ======
Core capital $ 8,954 13.57%
Minimum core capital requirement 2,640 4.00
-------- ------
Excess $ 6,314 9.57%
======== ======
Risk-based capital $ 8,966 29.89%
Minimum risk-based capital requirement 2,412 8.00
-------- ------
Excess $ 6,554 21.89%
======== ======
15
18
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
YEAR 2000 ISSUE
- ---------------
A Y2K READINESS DISCLOSURE
The Company has researched the "Year 2000" problem and developed a plan to
identify and correct any potential problems that may affect operations in
addition to developing a business resumption plan in the event unexpected major
problems develop at the change to the year 2000.
The Company's primary mission critical system is its data center, FISERV of Des
Moines, Iowa. FISERV has upgraded their systems for Y2K and proxy testing of
those systems has been completed. Results of the proxy testing have been
received and have been examined by appropriate Company personnel. Some problems
were noted in the proxy testing and have been corrected. On March 10, 1999, the
Company tested connectivity with FISERV and on April 10 and 11, 1999 overnight
reporting was completed with no noted problems. Total costs for proxy and
connectivity testing are estimated to be $6,600 payable over a twenty month
period that began in August 1998. On July 27, 1999, FISERV changed the
transmission method with the Company from satellite to land lines. The land
system has been Y2K proxy tested and certified Y2K compliant.
A review of loans by appropriate internal personnel determined the Company has
no major multi-family or commercial borrowers. The Company primarily makes loans
for 1-4 family residences which diversifies the borrowers and makes it less
likely a Y2K problem will affect repayments to the Company's loan portfolio. It
is management's decision that an outside analysis of the Company's Year 2000
exposure is unnecessary since all data processing is done by an external vendor
and there are no major risk factors in the loan repayment area.
The Company has PC Teller on-line stations which have been certified Y2K
compliant through testing by FISERV. In addition, all personal computers have
been upgraded and tested for compliance with Y2K. If some of the personal
computers should fail in the year 2000 despite the Y2K certification, management
feels a portion of these computers would probably work and be utilized. If
necessary, personnel could operate in a manual mode until such time as
corrections could be made.
A safe deposit box software program that was not Y2K and compliant has been
replaced at a cost of $1,500. Other noncritical, internal software programs such
as Windows 95 and 98 are being patched and upgraded as needed.
All ATM cards have a maturity date of December 1999 and will be replaced in a
mass reissuance planned for the third quarter of 1999. The Company has been
informed by SHAZAM, the ATM network provider, that replacement is not required
and the 1999 cards will continue to work into the Year 2000 on the Cirrus and
Plus networks. The replacement cards have been ordered and are on hand and the
Company does plan to reissue. Total cost of this project, including postage, is
expected to be less than $2,000 of which $650 has been spent. The Company's
three ATMs have had minor upgrades of software, which make them Y2K compliant.
The expense for these upgrades was $1,400.
16
19
N S & L BANCORP, INC. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Contingency plans include the possible use of another data center or an in-house
system. In the event the current data processor (FISERV) system fails. Two data
centers and two sources for "in-house" systems have been located as a part of
our contingency plan. In addition, as part of the business resumption plan, we
are ordering paper copies of all accounts at the end of 1999 to enable us to
perform manual calculations, if necessary, until a switch can be made to another
processor or FISERV can resume processing
Contacts have been made with third party vendors, such as the electric company,
and no Y2K problems have been noted. Although there are some expenditures
necessary as previously listed and scheduled to be completed within the next
three months, there are no known problems that are material to the Company's
business, operations or financial conditions. In the event that FISERV
operations fail in the century date change, backup operations include manual
processing of data until a satisfactory alternative can be established.
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
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.
21
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 August 20, 1999 By: /s/ C. R. 'Rick' Butler
--------------- ---------------------------
C. R. 'Rick' Butler
President
CEO
By: /s/ Carol Guest
--------------------
Carol Guest
Treasurer