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, 2002 ( ) 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, 2002, there were 1,158,035 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. Condensed Consolidated Financial Statements 3 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 FORM 10-QSB SIGNATURE PAGE 14 2 Part I. Financial Information Item 1. Condensed Consolidated Financial Statements NORTH BANCSHARES, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) ASSETS MARCH 31, 2002 DEC 31, 2001 Cash and due from Banks $2,403 1,497 Interest-bearing deposits 3,316 2,446 Federal funds sold 7,637 14,697 Investment in dollar denominated mutual funds 268 1,098 - ------------------------------------------------------------------------------------------------- TOTAL CASH AND CASH EQUIVALENTS 13,624 19,738 Securities available for sale 23,647 18,753 Stock in Federal Home Loan Bank of Chicago 2,810 2,770 Loans receivable, net of allowance for loan losses of $315 at March 31, 2002 and $298 at December 31, 2001 93,917 93,425 Accrued interest receivable 733 725 Premises and equipment, net 782 743 Other assets 695 607 - ------------------------------------------------------------------------------------------------- TOTAL ASSETS 136,208 136,761 - ------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------- Deposit accounts Interest-bearing 83,676 82,964 Non-interest-bearing 4,053 4,484 Borrowed funds 32,750 31,750 Advance payments by borrowers for taxes and insurance 408 770 Amounts due to brokers - 1000 Accrued interest payable and other liabilities 1,990 2,300 - ------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 122,877 123,268 - ------------------------------------------------------------------------------------------------- Preferred stock, $.01 par value. Authorized 500,000 shares; none outstanding - - Common stock, $.01 par value. Authorized 3,500,000 shares; issued 1,914,075, outstanding 1,164,035 at March 31, 2002 and 1,156,774 at December 31, 2001 19 19 Additional paid in capital 13,226 13,251 Retained earnings, substantially restricted 11,957 11,928 Treasury stock, at cost (750,040 shares at March 31, 2002 and 757,301 shares at December 31, 2001) (11,433) (11,552) Accumulated other comprehensive loss (294) (42) Unearned stock awards (61) - Common stock acquired by employee stock ownership plan (83) (111) - -------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 13,331 13,493 - -------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $136,208 $136,761 - -------------------------------------------------------------------------------------------------- See accompanying notes to unaudited condensed consolidated financial statements. 3 NORTH BANCSHARES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) THREE MONTHS ENDED MARCH 31, 2002 2001 INTEREST INCOME: Loans receivable $1,719 1,707 Interest-bearing deposits and federal funds sold 58 128 Securities available-for-sale 303 497 Other interest income 34 43 - ------------------------------------------------------------------------------------------ TOTAL INTEREST INCOME 2,114 2,375 - ------------------------------------------------------------------------------------------ INTEREST EXPENSE: Deposit accounts 720 922 Borrowed funds 426 580 - ------------------------------------------------------------------------------------------ TOTAL INTEREST EXPENSE 1,146 1,502 - ------------------------------------------------------------------------------------------ NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 968 873 PROVISION FOR LOAN LOSSES 18 4 - ------------------------------------------------------------------------------------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 950 869 - ------------------------------------------------------------------------------------------ NON-INTEREST INCOME: Gain on sale of securities available for sale - 11 Gain on sale of mortgage loans held for sale 11 35 Service charges and other non-interest income 74 72 - ------------------------------------------------------------------------------------------ TOTAL NON-INTEREST INCOME 85 118 - ------------------------------------------------------------------------------------------ NON-INTEREST EXPENSE: Compensation and benefits 437 455 Occupancy expense 110 124 Professional fees 56 28 Data processing 55 49 Advertising and promotion 24 23 Other 111 91 - ------------------------------------------------------------------------------------------ TOTAL NON-INTEREST EXPENSE 793 770 - ------------------------------------------------------------------------------------------ INCOME BEFORE INCOME TAXES 242 217 INCOME TAX EXPENSE 85 84 - ------------------------------------------------------------------------------------------ NET INCOME $157 133 - ------------------------------------------------------------------------------------------ EARNINGS PER SHARE: Basic $.14 .12 Diluted $.14 .11 - ------------------------------------------------------------------------------------------ AVERAGE SHARES OUTSTANDING: Basic 1,151,616 1,150,440 Diluted 1,161,030 1,163,381 - ------------------------------------------------------------------------------------------ COMPREHENSIVE (LOSS) INCOME $(95) 424 - ------------------------------------------------------------------------------------------ See accompanying notes to unaudited condensed consolidated financial statements. 4 NORTH BANCSHARES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) THREE MONTHS ENDED MARCH 31, 2001 AND 2002 (UNAUDITED) Accumulated Common Additional other Inearned stock Common paid in Retained Treasury comprehensive stock acquired Stock capital earnings stock income (loss) awards by ESOP Total Balance at December 31, 2000 $19 13,242 11,955 (11,316) (895) - (222) 12,783 Net income - - 133 - - - - 133 Change in accumulated other comprehensive loss - - - - 291 - - 291 - ------------------------------------------------------------------------------------------------------------------------------ Total comprehensive income - - - - - - - 424 ESOP shares earned - 11 - - - - 28 39 Purchase of treasury stock, 19,000 shares - - - (202) - - - (202) Cash dividend ($.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 - ------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2001 19 13,251 11,928 (11,552) (42) - (111) 13,493 Net income - - 157 - - - - 157 Change in accumulated other comprehensive loss - - - - (252) - - (252) - -------------------------------------------------------------------------------------------------------------------------------- Total comprehensive income - - - - - - - (95) ESOP shares earned - 18 - - - - 28 46 Stock awards earned - - - - - 4 - 4 Issuance of stock awards-5,000 shares - (11) - 76 - (65) - - Purchase of treasury stock, 2,739 shares - - - (33) - - - (33) Cash dividend ($.11 per share) - - (128) - - - - (128) Options exercised and reissuance of treasury stock, 5,000 - (32) - 76 - - - 44 - ------------------------------------------------------------------------------------------------------------------------------- Balance at March 31, 2002 $19 13,226 11,957 (11,433) (294) (61) (83) 13,331 - ------------------------------------------------------------------------------------------------------------------------------- See accompanying notes to unaudited condensed consolidated financial statements. 5 NORTH BANCSHARES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) FOR THE THREE MONTHS ENDED MARCH 31, 2002 2001 Cash flows from operating activities: Net Income $ 157 $133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 29 21 Provision for loan losses 18 4 Deferred loan fees, net of amortization 1 22 Amortization of premiums and discounts, net 2 (26) ESOP and stock awards expense 50 39 FHLB stock dividend (40) (36) Gain on sale of loans held for sale (11) (35) Gain on sale of securities available for sale - (11) Net changes in loans held for sale 11 35 Net change in accrued interest receivable (8) 121 Other assets, net (88) (65) Other liabilities, net (208) 926 - ------------------------------------------------------------------------------------------------------ Net cash (used in) provided by operating activities (87) 578 - ------------------------------------------------------------------------------------------------------ Cash flows from investing activities: Maturities, repayments and calls of securities available for sale 3,944 1,303 Purchase of securities available for sale (10,194) (986) Proceeds from sales of securities available for sale - 1,302 Loan originations and repayments, net (511) 2,110 Purchase of Federal Home Loan Bank stock - (214) Purchase of premises and equipment (68) - - ------------------------------------------------------------------------------------------------------ Net cash (used in) provided by investing activities (6,829) 3,515 - ------------------------------------------------------------------------------------------------------ Cash flows from financing activities: Net change in deposit accounts 281 472 Proceeds from borrowed funds 1,000 10,000 Repayments of borrowed funds - (10,100) Net change in escrows (362) (405) Payment of common stock dividends (128) (130) Proceeds from stock options exercised 44 - Purchase of treasury stock (33) (202) - ------------------------------------------------------------------------------------------------------ Net cash provided by (used in ) financing activities 802 (365) - ------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents (6,114) 4,278 Cash and cash equivalents at beginning of period 19,738 9,084 - ------------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of period $13,624 $13,362 - ------------------------------------------------------------------------------------------------------ Supplemental disclosures of cash flow information: Cash payments during the period for: Interest $756 $1,052 Taxes 60 275 - ------------------------------------------------------------------------------------------------------ See accompanying notes to unaudited condensed 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. To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses and status of contingencies are particularly subject to change. 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, 2002 and results of operations for the three month periods ended March 31, 2002 and March 31, 2001, 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) Stock Awards On January 1, 2002, the Company granted 5,000 stock awards to certain officers of the company under the Companys recognition and retention plan(RRP). These awards vest over a five-year period. The unamortized cost of awards not yet earned (vested) is reported as a reduction of stockholders equity. RRP compensation expense totaled $4,000 in the first quarter of 2002. (4) 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) 2002 2001 - ------------------------------------------------------------------------------ Numerator: Net Income $157 133 Denominator: Basic earnings per share-weighted average shares outstanding 1,151,616 1,150,440 Effect of dilutive stock options outstanding 9,414 12,941 Diluted earnings per share-adjusted weighted average shares outstanding 1,161,030 1,163,381 Basic earnings per share .14 .12 Diluted earnings per share .14 .11 - ------------------------------------------------------------------------------ Only options where the exercise price is below the current market price are included in calculating diluted earnings per share. Stock awards were not considered in the computation of diluted earnings per share because the effects of the assumed exercise would have been anti-dilutive. (5) Comprehensive income (loss) 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. (6) Stock Repurchase Program On September 14, 2000, the Company announced the beginning of another stock repurchase program. The 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 until the program is complete. At March 31, 2002, 44,907 shares had been repurchased under the new program at an average cost of $10.45 per share. On April 19, 2002, the Company announced the completion of this program at an average cost of $10.67 and a new stock repurchase program which amounts to 50,000 shares or approximately 4.3% of the outstanding shares. The new program is expected to be completed over a one year period. Management continues to believe that stock repurchase programs provide enhanced value to both the Company and its stockholders. 7 (7) Dividend Declaration On January 18, 2002, the Company announced that the Board of Directors declared a quarterly dividend of $.11 per share, which was paid on February 15, 2002 to stockholders of record on February 1, 2002. On April 15, 2002, the Company announced that the Board of Directors declared a quarterly dividend of $.11 per share, to be paid on May 15, 2002 to stockholders of record on May 1, 2002. (8) Commitments and Contingencies At March 31, 2002, the Bank had outstanding applications and commitments to originate loans in the amount of $5.8 million and unused lines of credit totaling $8.3 million. The Bank leases a branch office in Wilmette, Illinois. The lease expires on September 30, 2002. Monthly rent and maintenance and tax payments amount to $2,358.00 per month. Management seeks to negotiate a renewal of the lease prior to the expiration date. The Bank has signed a letter of intent to lease space for a new branch facility in a yet to be constructed shopping center in the Humbolt Park neighborhood of Chicago. The office will be approximately 2,000 square feet and will include a drive thru facility. The lease is expected to have an initial ten year term with an approximate first year cost of $50,000. Final negotiations on the lease have not been completed. The following tables disclose contractual obligations and commercial commitments of the Company as of March 31, 2002: Less Than After Total 1 Year 1 - 3 Years 4 -5 Year 5 Years ----- ------ ----------- ---------- ------- FHLB advances $32,750 4,250 3,500 9,000 16,000 - --------------------------------------------------------------------------------------------------------- Total contractual cash obligations $32,750 4,250 3,500 9,000 16,000 ======================================================================================================== Total Amounts Less Than Over Committed 1 Year 1 - 3 Years 4 - 5 Years 5 - Years ----------- ------ ----------- ----------- --------- Lines of credit (1) $8,272 342 1,364 6,566 0 Other commercial commitments (1) 412 412 0 0 0 - -------------------------------------------------------------------------------------------------------- Total commercial commitments $8,684 754 1,364 6,566 0 ======================================================================================================== (1) Represents amounts committed to customers. 8 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 Quarterly Report on Form 10-QSB and in other filings with the Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "Will likely result," "are expected to," "will continue", "is anticipated", "estimate", "project", "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (2) changes in managements's estimate of the adequacy of the allowance for loan losses; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior and the Company's net interest margin; (5) the impact of repricing and competitor's pricing initiatives on loan and deposit products; (6) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (7) the Company's ability to access cost-effective funding; (8) changes in financial markets and general economic conditions; (9) new legislation or regulatory changes; (10) changes in accounting principles, policies or guidelines. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made. Liquidity and Capital Resources The Bank's primary sources of funds are deposits, borrowings from the FHLB of Chicago, 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 borrow from its correspondent banks. The Bank uses its liquid resources to fund loan commitments, to meet operating expenses, to make investments 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. 9. The OTS requires the Bank to maintain sufficient liquidity to ensure its safe and sound operation. At March 31, 2002, the Bank's liquidity ratio was 18.6% compared with 11.5% for the quarter ended March 31, 2001. The increase in liquidity was primarily due to funds allocated for loan closings and proceeds from securities that were called prior to their maturity that have not been reinvested into loans or longer term securities available for sale. 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, 2002, the Bank exceeded all of its regulatory capital requirements. At such date, the Bank's core capital, tier 1 capital and risk-based capital of $12.9 million, $12.9 million and $13.3 million respectively, exceeded the applicable minimum requirements by $7.5 million or 5.5%, $7.3 million or 10.5% and $7.7 million or 10.9%, respectively. Certificates of deposit scheduled to mature in one year or less at March 31, 2001, totaled approximately $20.5 million. Management believes, based on its ability to adjust rates on those accounts to market levels, that a significant portion of such deposits will remain with the Company. The Company will continue to focus on shifting its liability mix from higher cost certificates of deposit to lower cost transaciton accounts that do not earn interest and produce fee income. The Company will continue to use retail and brokered certificates of deposit as alternate funding sources. Changes In Financial Condition Total assets decreased by $600,000 and amounted to $136.2 million at March 31, 2002 from $136.8 million at December 31, 2001. The decrease was primarily attributable to a $6.1 million decrease in cash and cash equivalents partially offset by a $4.9 million increase in securities available for sale. Cash and cash equivalents decreased by $6.1 million to $13.6 million at March 31, 2002 compared with $19.7 million at December 31, 2001. The decrease was due primarily to a $7.1 million decrease in federal funds sold. These funds were reinvested into longer-term higher-yielding securities available for sale and loans. Net loans receivable increased by $500,000 and amounted to $93.9 million at March 31, 2002 from $93.4 million at December 31, 2001. The increase was primarily attributable to an increase in equity line of credit loans, the hiring of a consumer loan officer and the Company's efforts to increase consumer lending. The Company originated $13.5 million in residential mortgage, consumer and commercial real estate loans during the three months ended March 31, 2002 compared with $5.3 million during the three months ended March 31, 2001. Repayments totaled $12.4 million and loan sales totaled $509,000 during the three months ended March 31, 2002 compared with $7.1 million in repayments and $319,000 in loan sales during the three months ended March 31, 2001. Total deposits increased by $300,000 and amounted to $87.7 million at March 31, 2002 compared with $87.4 million at December 31, 2001. There was a $900,000 increase in money market deposit accounts partially offset by a $400,000 decrease in non-interest bearing checking accounts. Stockholders' equity decreased slightly to $13.3 million at March 31, 2002 compared with $13.5 million at December 31, 2001. The decrease was primarily attributable to a $252,000 increase in other comprehensive loss related to fluctuations in the market value of short-term government securities available for sale. In addition, deferred compensation increased to $61,000 as a result of a stock bonus program implemented for certain management employees. Retained earnings increased by $157,000 which was partially offset by $128,000 in dividend payments. Book value per share decreased to $11.45 at March 31, 2002 from $11.66 at December 31, 2001. 10 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, 2002 2001 ---------------------------------------------------------------------- Interest Average Interest Average Average Earned\ Yield\ Average Earned\ Yield\ Balance Paid Cost(4) Balance Paid Cost(4) ---------------------------------------------------------------------- (Dollars in thousands) ------------------------------------------------- Interest-earnings assets: Loans receivable (1) $93,177 $1,719 7.38% $89,552 $1,707 7.62% Securities available for sale 24,376 337 5.53 31,498 502 6.38 Federal funds sold and interest-earning deposits 14,496 58 1.60 11,736 166 5.66 - ---------------------------------------------------------------------------------------------------------- Total interest-earning assets 132,049 2,114 6.40 132,786 2,375 7.15 Non-interest-earning assets 3,665 3,125 - ---------------------------------------------------------------------------------------------------------- Total Assets $135,714 $135,911 - ---------------------------------------------------------------------------------------------------------- Interest-bearing liabilities: MMDA & NOW accounts 26,609 146 2.19 24,351 246 4.04 Passbook accounts 12,020 59 1.96 12,344 84 2.72 Certificate accounts 44,628 515 4.62 41,175 592 5.75 Borrowed funds 32,000 426 5.33 39,400 580 5.89 - ---------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 115,257 1,146 3.98 117,270 1,502 5.12 Non-interest bearing deposits 4,272 3,085 Other liabilities 2,712 2,661 - ---------------------------------------------------------------------------------------------------------- Total liabilities 122,241 123,016 Stockholders' equity 13,473 12,895 - ---------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $135,714 $135,911 - ---------------------------------------------------------------------------------------------------------- Net interest income/interest rate spread (2) 968 2.42% 873 2.03% - ----------------------------------------------------------------------------------------------------------- Net earning assets/net interest margin (3) $16,792 2.93% $15,516 2.63% - ----------------------------------------------------------------------------------------------------------- Percentage of interest-earning assets to interest-bearing liabilities 114.57% 113.23% - ----------------------------------------------------------------------------------------------------------- 1. Calculated net of deferred loan fees, loan discounts, loans in process and allowance for loan losses. 2. Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities. 3. Net interest margin represents net interest income divided by average interest-earning assets. 4. 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, 2002 And March 31, 2001 General. Net income increased by $24,000 and amounted to $157,000 for the three months ended March 31, 2002 from $133,000 for the three months ended March 31, 2001. Both basic and diluted earnings per share increased to $.14for the three months ended March 31, 2002 from $.12 and $.11 for basic and diluted earnings per share for the three months ended March 31, 2001. The increase in net income and earnings per share was primarily related to a $95,000 increase in net interest income before provision for loan losses. The increase in net interest income was partially offset by a $33,000 decrease in non-interest income and a $23,000 increase in non-interest expenses. Interest Income. Interest income decreased by $261,000 and amounted to $2.1 million for the three months ended March 31, 2002 from $2.4 million for the three months ended March 31, 2001. There was a decrease in the annualized yield on average interest-earning assets to 6.40% for the three months ended March 31, 2002 from 7.15% for the three months ended March 31, 2001. The decrease was primarily attributable to the decline in interest rates that occurred during the year 2001. 11 Interest Expense. Interest expense decreased $356,000 to $1.1 million for the three months ended March 31, 2002 from $1.5 million for the three months ended March 31, 2001. The annualized average cost of interest-bearing liabilities decreased to 3.98% for the three months ended March 31, 2002 from 5.12% for the three months ended March 31, 2001. The decrease was due primarily to a decrease in the average cost of certificates of deposit from 5.75% for the three months ended March 31, 2001 to 4.62% for the three months ended March 31, 2002. There were also decreases in all other categories of interest-bearing liabilities, primarily attributable to the decline in interest rates that occurred during the year 2001. The Company anticipates a lower average cost of funds for at least the next quarter due primarily to the general decline in interest rates that began in January 2001 and maturities of higher cost certificates of deposit that renewed at lower rates during the first quarter of 2002. Provision For Loan Losses. The Company added $17,500 to its allowance for loan losses for the three months ended March 31, 2002 compared with $4,000 for the three months ended March 31, 2001.The increase is primarily attributable to an increase in the amount of commercial real estate and consumer loans in the loan portfolio, which by their nature generally experience higher rates of losses than single family loans. The allowance for loan losses was $315,000 at March 31, 2002 and amounted to .33% of loans receivable compared with $266,000 at March 31, 2001 and .30% of loans receivable. There were no loans delinquent 60 days or more at March 31, 2002. Future additions to the Company's allowance for loan losses and any change in the related ratio of the allowance for loan losses to non-performing laons are dependent upon various factors such as the performacne and composition of the Company's loan portfolio, the economy, changes in real estate values, interest rates and the view of the regulatory authorities toward allowance levels and inflation. 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 incurred losses on existing loans at March 31, 2002, there can be no assurance that such losses will not exceed estimated amounts. Non-Interest Income. Non-interest income decreased by $33,000 and amounted to $85,000 for the three months ended March 31, 2002 compared with $118,000 for the three months ended March 31, 2002. The decrease was primarily attributable to $24,000 decrease in gain on the sale of mortgage loans. In addition there was a $11,000 decrease in gain on the sale of investment securities available for sale. Non-Interest Expense. Non-interest expense increased by $23,000 and amounted to $793,000 for the three months ended March 31, 2002 from $770,000 for the three months ended March 31, 2001. The increase was primarily attributable to a $48,000 increase in professional fees and other non-interest expense partially offset by an $18,000 decrease in compensation and benefits expense primarily related to reduced pension expense. Income Tax Expense. Income tax expense increased by $1,000 and amounted to $85,000 for the three months ended March 31, 2002 from $84,000 for the three months ended March 31, 2001. The increase in expense was primarily related to an increase in pretax income. ITEM 3. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2002, the Company adopted a new standard issued by FASB on impairment and disposal of long-lived assets. The effect of this on the financial position and results of operations of the Company is not expected to be material. A new accounting standard dealing with asset retirement obligations will apply for 2003. The Company does not believe this standard will have a material effect on its financial posiiton or results of operations PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company and its subsidiary are involved as plaintiff or defendant in various legal actions arising in the normal course of their businesses. While the ultimate outcome of the various legal proceedings involving the Company and its subsidiary cannot be predicted with certainty, it is the opinion of management, after consultation with counsel, that the resolution of these legal actions should not have a material effect on the Company's consolidated financial position or results of operations. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Debt None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Informaiton None Item 6. Exhibits and Reports on Form 8-K (A) Form 8-K dated January 18, 2002, Registrant issued a press release dated January 18, 2002 regarding fourth quarter 2001 earnings and the declaration of a regular quarterly dividend. 12. 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 13, 2002 /S/ Joseph A. Graber --------------------------------- -------------------------- Joseph A. Graber President and Chief Executive Officer Date May 13, 2002 /S/ Martin W. Trofimuk --------------------------------- -------------------------- Martin W. Trofimuk Vice President and Treasurer 13