U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------ -------------- Commission File Number 0-22800 NORTH BANCSHARES, INC. (Exact name of small business issuer as specified in its charter) Delaware 36-3915073 - -------- ---------- (State or other jurisdiction (I.R.S. Employer of Incorporation or organization) Identification Number) 100 West North Avenue, Chicago, Illinois 60610-1399 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (312) 664-4320 (Registrant's telephone number, including area code) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) As of April 30, 2001, there were 1,160,074 outstanding shares of the Registrant's Common Stock. Transitional Small Business Disclosure Format (Check one): Yes ( ) No (X) 1 NORTH BANCSHARES, INC. Table of Contents Part I - FINANCIAL INFORMATION (UNAUDITED) Item 1. Consolidated Financial Statements 3 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - OTHER INFORMATION 11 Item 1. Legal Proceedings 11 Item 6. Exhibits and Reports on Form 8-K 11 FORM 10-QSB SIGNATURE PAGE 12 2 Part I. Financial Information Item 1. Consolidated Financial Statements NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) ASSETS MARCH 31, 2001 DEC 31, 2000 Cash and due from Banks $ 2,034 $ 1,903 Interest-bearing deposits 3,234 2,006 Federal funds sold 7,729 4,245 Investment in dollar denominated mutual funds 365 903 - ------------------------------------------------------------------------------------------------ TOTAL CASH AND CASH EQUIVALENTS 13,362 9,084 Securities available for sale at fair value 16,320 16,961 Mortgage-backed securities available for sale at fair value 13,447 13,580 Stock in Federal Home Loan Bank of Chicago 2,155 1,905 Loans receivable, net of allowance for loan losses of $266 at March 31, 2001 and $262 at December 31, 2000 88,629 90,765 Accrued interest receivable 895 967 Premises and equipment, net 782 803 Amounts due from brokers - 376 Other assets 156 140 - ------------------------------------------------------------------------------------------------ TOTAL ASSETS 135,746 134,581 - ------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------ Deposit accounts 81,789 81,317 Borrowed Funds 38,100 38,200 Advance payments by borrowers for taxes and insurance 663 1,068 Accrued interest payable and other liabilities 2,280 1,213 - ------------------------------------------------------------------------------------------------ TOTAL LIABILITIES 122,832 121,798 - ------------------------------------------------------------------------------------------------ Preferred stock, $.01 par value. Authorized 500,000 shares; none outstanding - - Common stock, $.01 par value. Authorized 3,500,000 shares; issued and outstanding 1,162,253 at March 31, 2001 and 1,181,253 at December 31, 2000 19 19 Additional paid in capital 13,253 13,242 Retained earnings, substantially restricted 11,958 11,955 Treasury stock, at cost (751,822 shares at March 31, 2001 and 732,822 shares at December 31, 2000) (11,518) (11,316) Accumulated other comprehensive loss, net of tax (604) (895) Common stock acquired by Employee Stock Ownership Plan (194) (222) - ------------------------------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 12,914 12,783 - ------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $135,746 $134,581 - ------------------------------------------------------------------------------------------------ See accompanying notes to unaudited consolidated financial statements. 3 NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) THREE MONTHS ENDED MARCH 31, 2001 2000 INTEREST INCOME: Loans receivable $1,707 1,657 Interest-bearing deposits and federal funds sold 128 39 Securities available for sale 286 302 Mortgage-backed securities available for sale 211 230 Other interest income 43 47 - -------------------------------------------------------------------------------------------- TOTAL INTEREST INCOME 2,375 2,275 - -------------------------------------------------------------------------------------------- INTEREST EXPENSE: Deposit accounts 922 840 Borrowed funds 580 558 - -------------------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 1,502 1,398 - -------------------------------------------------------------------------------------------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 873 877 PROVISION FOR LOAN LOSSES 4 4 - -------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 869 873 - -------------------------------------------------------------------------------------------- NON-INTEREST INCOME: Gain on sale of securities available for sale 9 - Gain on sale of loans 35 - Fees and service charges 68 79 Other 6 4 - -------------------------------------------------------------------------------------------- TOTAL NON-INTEREST INCOME 118 83 - -------------------------------------------------------------------------------------------- NON-INTEREST EXPENSE: Compensation and benefits 455 421 Occupancy expense 124 130 Professional fees 28 49 Data processing 49 49 Advertising and promotion 23 44 Other 91 93 - -------------------------------------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 770 786 - -------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 217 170 INCOME TAX EXPENSE 84 57 - -------------------------------------------------------------------------------------------- NET INCOME $133 113 - -------------------------------------------------------------------------------------------- EARNINGS PER SHARE: Basic $.12 .10 Diluted $.11 .09 - -------------------------------------------------------------------------------------------- AVERAGE SHARES OUTSTANDING: Basic 1,150,440 1,187,579 Diluted 1,163,381 1,198,768 - -------------------------------------------------------------------------------------------- COMPREHENSIVE INCOME $424 56 - -------------------------------------------------------------------------------------------- See accompanying notes to unaudited consolidated financial statements. 4 NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS) THREE MONTHS ENDED MARCH 31, 2000 AND 2001 (UNAUDITED) Accumulated Common Additional other stock Common paid in Retained Treasury comprehensive acquired Stock capital earnings stock income (loss) by ESOP Total Balance at December 31, 1999 $19 13,393 11,115 (11,025) (1,916) (333) 11,253 Net income - - 113 - - - 113 Change in accumulated other comprehensive loss - - - - (57) - (57) - ---------------------------------------------------------------------------------------------------------------------------- Total comprehensive income - - - - - - 56 ESOP shares earned - 11 - - - 28 39 Purchase of treasury stock, 32,451 shares - - - (287) - - (287) Cash dividend ($.11 per share) - - (135) - - - (135) Options exercised and reissuance of treasury stock,12,614 shares - (113) - 203 - - 90 - ---------------------------------------------------------------------------------------------------------------------------- Balance at March 31, 2000 19 13,291 11,093 (11,109) (1,973) (305) 11,016 ============================================================================================================================ Balance at December 31, 2000 19 13,242 11,955 (11,316) (895) (222) 12,783 Net income - - 133 - - - 133 Change in accunulated other comprehensive loss - - - - 291 - 291 - ---------------------------------------------------------------------------------------------------------------------------- Total comprehensive income - - - - - - 424 ESOP shares earned - 11 - - - 28 39 Purchase of treasury stock, 19,000 shares - - - (202) - - (202) Cash dividend ($.11 per share) - - (130) - - - (130) Options exercised and reissuance of treasury stock, none - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------- Balance at March 31, 2001 $19 13,253 11,958 (11,518) (604) (194) 12,914 ============================================================================================================================= See accompanying notes to unaudited consolidated financial statements. 5 NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) FOR THE THREE MONTHS ENDED MARCH 31, 2001 2000 Cash flows from operating activities: Net Income $ 133 113 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 21 22 Deferred loan costs, net of amortization 22 9 Amortization of premiums and discounts, net (26) (1) ESOP expense 39 39 Provision for loan losses 4 4 Gain on sale of securities available for sale (9) - Gain on sale of loans (2) - Proceeds from sale of loans 319 - Changes in assets and liabilities: Decrease (increase) in accrued interest receivable 121 (30) Decrease (increase) in due from broker 376 (1,254) Increase in other assets, net (65) (30) Increase in other liabilities 926 490 - ----------------------------------------------------------------------------------------------------- Net cash provided by (used in) operating activities 1,859 (638) - ----------------------------------------------------------------------------------------------------- Cash flows from investing activities: Maturities of securities available for sale 1,000 - Purchase of mortgage-backed securities available for sale (986) - Proceeds from sales of mortgage-backed securities available for sale 924 - Repayment of mortgage-backed securities available for sale 303 258 Purchase of Federal Home Loan Bank stock (250) - Loan originations (5,293) (4,389) Loan repayments 7,086 2,619 - ----------------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities 2,784 (1,512) - ----------------------------------------------------------------------------------------------------- Cash flows from financing activities: Increase in deposit accounts 472 1,775 Decrease in borrowed funds (100) (265) Decrease in advance payments by borrowers for taxes and insurance (405) (406) Payment of cash dividend (130) (135) Proceeds from stock options exercised - 90 Purchase of treasury stock (202) (287) - ----------------------------------------------------------------------------------------------------- Net cash (used in) provided by financing activities (365) 772 - ----------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 4,278 (1,378) Cash and cash equivalents at beginning of period 9,084 5,877 - ----------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $13,362 4,499 - ----------------------------------------------------------------------------------------------------- Supplemental disclosures of cash flow information: Cash payments during the period for: Interest $1,052 1,057 Taxes 275 25 - ----------------------------------------------------------------------------------------------------- See accompanying notes to unaudited consolidated financial statements. 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10- QSB and Article 10 of Regulation S-B. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments which are normal and recurring in nature and necessary for a fair presentation of the financial condition as of March 31, 2001 and results of operations for the three month periods ended March 31, 2001 and March 31, 2000, but are not necessarily indicative of the results which may be expected for the entire year. (2) Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of North Bancshares, Inc. (the "Company"), its wholly-owned subsidiary, North Federal Savings Bank (the "Bank"), and the Bank's subsidiary North Financial Corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. (3) Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the periods indicated. For the three months ended March 31, (In thousands, except share data) 2001 2000 - ------------------------------------------------------------------------------- Numerator: Net Income $133 113 Denominator: Basic earnings per share-weighted average shares outstanding 1,150,440 1,187,579 Effect of dilutive stock options outstanding 12,941 11,189 Diluted earnings per share-adjusted weighted average shares outstanding 1,163,381 1,198,768 Basic earnings per share .12 .10 Diluted earnings per share .11 .09 - ------------------------------------------------------------------------------- Only options where the exercise price is below the current market price are included in diluted earnings per share. 4) Comprehensive income The Company's comprehensive income includes net income and other comprehensive income (loss) comprised of unrealized gains or losses on securities available for sale, net of tax effect, which are also recognized as separate components of equity. (5) Stock Repurchase Program On September 14, 2000, the Company announced the beginning of another stock repurchase program. The new repurchase program amounts to 50,000 shares or approximately 4.0% of the outstanding shares of the Company. The Company intends to repurchase shares in open market transactions or in privately negotiated transactions over a one year period. At March 31, 2001, 29,689 shares had been repurchased under the new program at an average cost of $9.94 per share. Management continues to believe that stock repurchase programs provide enhanced value to both the Company and its stockholders. 7 (6) Dividend Declaration On January 19, 2001, the Company announced that the Board of Directors declared a quarterly dividend of $.11 per share, which was paid on February 15, 2001 to stockholders of record on February 1, 2001. On April 16, 2001, the Company announced that the Board of Directors declared a quarterly dividend of $.11 per share, to be paid on May 15, 2001 to stockholders of record on May 1, 2001. (7) Commitments and Contingencies At March 31, 2001, the Bank had outstanding commitments to originate loans or fund participations in the amount of $5.0 million at an average rate of 8.13% and unused equity lines of credit totaling $3.0 million, which are priced at the prime rate. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The primary business of the Company is that of an independent community-oriented financial institution offering a variety of financial services to meet the needs of the communities it serves. The Company attracts deposits from the general public or borrows funds and uses such funds to originate or acquire one-to-four family residential mortgages, loans secured by small apartment buildings or mixed use properties, equity lines of credit secured by real estate and commercial real estate loans. The Company also invests in U.S. Government and agency securities, federal agency mortgage-backed securities, investment grade securities, common stocks of other financial institutions and money market accounts. The Company's consolidated results of operations are primarily dependent on net interest income, which is the difference between the interest income earned on interest-earning assets and the interest paid on deposits and other borrowings, loan loss provisions and to a lesser degree on non-interest income less non- interest expense and income taxes. The Company's operating expenses consist principally of employee compensation and benefits, occupancy expenses, and other non-interest expenses. The Company's results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities. Forward-Looking Statements When used in this Form 10-QSB, and in other filings by the Company with the SEC, in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "such as", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected The Company wishes to caution readers not to place undue reliance on any such forward-looking statements which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake -- and specifically disclaims any obligation -- to publicly release the results of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Liquidity and Capital Resources The Bank's primary sources of funds are deposits, borrowings from the FHLB of Chicago, amortization and prepayment of loans and mortgage-backed securities, sales and maturities of investment and mortgage- backed securities and occasionally the use of reverse repurchase agreements. The Bank can also 8 borrow from its correspondent banks. The Bank uses its liquid resources to fund loan commitments, to meet operating expenses, and to invest and to fund deposit withdrawals. Management believes that loan repayments and the Bank's other sources of funds will be adequate to meet the liquidity needs of the Bank. The OTS requires minimum levels of liquid assets. OTS regulations currently require the Bank to maintain an average daily balance of liquid assets equal to at least 4% of the sum of its average daily balance of net withdrawable accounts and borrowings payable in one year or less. The OTS has implemented an interim rule effective March 15, 2001 which requires institutions to maintain sufficient liquidity to ensure its safe and sound operation. Comments are being accepted on this interim rule through May 14, 2001. At March 31, 2001, the Bank's liquidity ratio was 11.5% compared with 4.0% at March 31, 2000. The increase in liquidity was primarily due to funds allocated for loan closings scheduled in the second quarter. Current regulatory standards impose the following capital requirements on the Bank and other thrifts: a tangible capital ratio expressed as a percentage of total adjusted assets, a leverage ratio of core capital to total adjusted assets and a risk-based capital standard expressed as a percentage of risk-adjusted assets. At March 31, 2001, the Bank exceeded all of its regulatory capital requirements. At such date, the Bank's tangible capital, core capital and risk-based capital of $12.7 million, $12.7 million and $13.0 million, respectively, exceeded the applicable minimum requirements by $10.7 million or 7.9%, $8.7 million or 6.4%, and $8.3 million or 14.0%, respectively. Changes In Financial Condition Total assets increased by $1.1 million and amounted to $135.7 million at March 31, 2001 from $134.6 million at December 31, 2000. The increase was primarily attributable to a $4.3 million increase in cash and cash equivalents partially offset by a $2.2 million decrease in net loans receivable. Net loans receivable decreased by $2.2 million and amounted to $88.6 million at March 31, 2001 from $90.8 million at December 31, 2000. The decrease was primarily attributable to increased refinance activity due to the decline in interest rates. The Company originated $5.3 million in residential mortgage, consumer and commercial real estate loans during the three months ended March 31, 2001 compared with $4.4 million during the three months ended March 31, 2000. Repayments totaled $7.1 million and loan sales totaled $319,000 during the three months ended March 31, 2001 compared with $2.6 million in repayments and no loan sales during the three months ended March 31, 2000. Total deposits increased by $500,000 and amounted to $81.8 million at March 31, 2001 compared with $81.3 million at December 31, 2000. There was a $1.9 million increase in money market deposit accounts and non-interest bearing checking accounts during the three months ended March 31, 2001, which was partially offset by an $1.0 million decrease in NOW checking accounts and certificates of deposit. Accrued interest payable and other liabilities increased by $1.1 million and amounted to $2.3 million at March 31, 2001 compared with $1.2 million at December 31, 2000. The increase was primarily attributable to an increase in outstanding checks and accrued interest on certificates of deposit that pay interest in December of each year. Stockholders' equity was $12.9 million at March 31, 2001 compared with $12.8 million at December 31, 2000. The increase was primarily attributable to a $291,000 improvement in other comprehensive loss primarily attributable to a decline in interest rates and the positive effect on securities that are classified available for sale. The increase was partially offset by a $202,000 increase in treasury stock related to stock repurchases. Book value per share increased to $11.11 at March 31, 2001 from $10.82 at December 31, 2000. 9 Average Balance Sheet The following table presents certain information relating to the Company's average balance sheet and reflects the average yield in assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively for the periods shown. Average balances are derived from average monthly balances. The yields and costs include fees which are considered adjustments to yield. Three Months Ended March 31, 2001 2000 --------------------------------------------------------------------- Interest Average Interest Average Average Earned\ Yield\ Average Earned\ Yield\ Balance Paid Cost(3) Balance Paid Cost(3) --------------------------------------------------------------------- (Dollars in thousands) --------------------------------------------------------- Interest-earnings assets: Loans receivable $89,552 $1,707 7.62% $89,451 $1,657 7.41% Investment securities 17,656 291 6.59 18,350 302 6.58 Mortgage-backed securities 13,842 211 6.10 15,196 230 6.05 Federal funds sold 7,578 106 5.60 1,870 25 5.35 Other 4,158 60 5.77 3,760 61 6.49 - ----------------------------------------------------------------------------------------------------------- Total interest-earning assets 132,786 2,375 7.15 128,627 2,275 7.07 Non-interest-earning assets 3,125 2,237 - ----------------------------------------------------------------------------------------------------------- Total Assets $135,911 $130,864 - ----------------------------------------------------------------------------------------------------------- Interest-bearing liabilities: MMDA & NOW accounts 24,351 246 4.04 23,932 234 3.91 Passbook accounts 12,344 84 2.72 13,025 89 2.73 Certificate accounts 41,175 592 5.75 37,804 516 5.46 Borrowed funds 39,400 580 5.89 40,534 559 5.52 - ----------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 117,270 1,502 5.12 115,295 1,398 4.85 Non-interest bearing deposits 3,085 2,442 Other liabilities 2,661 1,942 - ----------------------------------------------------------------------------------------------------------- Total liabilities 123,016 119,678 Stockholders' equity 12,895 11,186 - ----------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $135,911 $130,864 - ----------------------------------------------------------------------------------------------------------- Net interest income/interest rate spread (1) 873 2.03% 877 2.22% - ----------------------------------------------------------------------------------------------------------- Net earning assets/net interest margin (2) $15,516 2.63% $13,332 2.73% - ----------------------------------------------------------------------------------------------------------- Percentage of interest-earning assets to interest-bearing liabilities 113.23% 111.56% - ----------------------------------------------------------------------------------------------------------- 1. Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities. 2. Net interest margin represents net interest income divided by average interest-earning assets. 3. Average yields and costs for the three month period presented are annualized for presentation purposes. Comparison Of Operating Results For The Three Months Ended March 31, 2001 And March 31, 2000 General. Net income increased by $20,000 and amounted to $133,000 for the three months ended March 31, 2001 from $113,000 for the three months ended March 31, 2000. Diluted earnings per share increased by $.02 and amounted to $.11 for the three months ended March 31, 2001 from $.09 per share for the three months ended March 31, 2000. The increase in net income and earnings per share was primarily related to a $35,000 increase in non-interest income and a $16,000 decrease in non-interest expenses partially offset by a $27,000 increase in income tax expense. Interest Income. Interest income increased by $100,000 and amounted to $2.4 million for the three months ended March 31, 2001 from $2.3 million for the three months ended March 31, 2000. There was an increase in the annualized yield on average interest-earning assets to 7.15% for the three months ended March 31, 2001 from 7.07% for the three months ended March 31, 2000. The increase was primarily attributable to an increase in the average yield on loans receivable to 7.62% for the three months ended March 31, 2001 from 7.41% for the three months ended March 31, 2000. In addition, there was an increase in average interest-earning assets to $132.8 million for the three months ended March 31, 2001 compared with $128.6 million for the three months ended March 31, 2000. 10 Interest Expense. Interest expense increased $100,000 and amounted to $1.5 million for the three months ended March 31, 2001 from $1.4 million for the three months ended March 31, 2000. The annualized average cost of interest-bearing liabilities increased to 5.12% for the three months ended March 31, 2001 from 4.85% for the three months ended March 31, 2000. The increase was due primarily to an increase in the average cost of borrowed funds to 5.89% for the three months ended March 31, 2001 from 5.52% for the three months ended March 31, 2000. In addition, there was an increase in average interest-bearing liabilities to $117.3 million for the three months ended March 31, 2001 from $115.3 million for the three months ended March 31, 2000. The company anticipates a lower average cost of borrowed funds for the balance of the year due to refinancing shorter term higher-rate FHLB advances at lower rates for longer tems. The Company also anticipates a lower average cost of money market and certificate accounts due to the general decline in interest rates that began in January 2000. Provision For Loan Losses. The Company added $4,000 to its allowance for loan losses for the three months ended March 31, 2001 and March 31, 2000. The allowance for loan losses was $266,000 at March 31, 2001 compared with $235,000 at March 31, 2000. The allowance for loan losses amounted to .30% of loans receivable at March 31, 2001 and .26% at March 31, 2000. There were no loans were delinquent 90 days or more at March 31, 2001. The increase was primarily due to increased consumer and commercial real estate lending activity. On a quarterly basis,management of the Bank meets to review the adequacy of the allowance for loan losses. Management classifies loans in compliance with regulatory classifications. Classified loans are individually reviewed to arrive at specific reserves for those loans. Once the specific portion of the allowance is calculated, management calculates a historical portion for each loan category based on loan loss history, peer data, current economic conditions and trends in the portfolio, including delinquencies and impairments, as well as changes in the composition of the loan portfolio. Although management believes the allowance for loan losses was at a level adequate to absorb probable incurred losses on existing loans at March 31, 2001, there can be no assurance that such losses will not exceed estimated amounts. Non-Interest Income. Non-interest income increased by $35,000 and amounted to $118,000 for the three months ended March 31, 2001 compared with $83,000 for the three months ended March 31, 2000. The increase was primarily attributable to $35,000 in mortgage servicing rights related to sales of long term fixed rate mortgage loans. In addition there was an $9,000 increase in gain on the sale of investment securities available for sale which was offset by an $11,000 decrease in fees and service charges. Non-Interest Expense. Non-interest expense decreased by $16,000 and amounted to $770,000 for the three months ended March 31, 2001 from $786,000 for the three months ended March 31, 2000. The decrease was primarily attributable to a $42,000 decrease in advertising expense and professional fees partially offset by a $34,000 increase in compensation and benefits expense primarily related to increased salaries, a result of cost of living and annual salary increases and increased benefit costs . Income Tax Expense. Income tax expense increased by $27,000 and amounted to $84,000 for the three months ended March 31, 2001 from $57,000 for the three months ended March 31, 2000. The increase in expense was primarily related to an increase in income before taxes. PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings pending to which the Company or any of its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses. Item 6. Exhibits and Reports on Form 8-K (A) 1. Form 8-K dated March 27, 2001, Registrant issued a press release dated March 27, 2001 regarding a move from the Nasdaq National Market to the Nasdaq SmallCap Market. 2. Form 8-K dated April 17, 2001, Registrant issued a press release dated April 17, 2001 regarding first quarter 2001 earnings and a regular quarterly dividend. 11 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTH BANCSHARES, INC. ---------------------- (Registrant) Date May 10, 2001 /S/ Joseph A. Graber ---------------------- ----------------------- Joseph A. Graber President and Chief Executive Officer Date May 10, 2001 /S/ Martin W. Trofimuk ---------------------- ------------------------ Martin W. Trofimuk Vice President and Treasurer 12