SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
[ ]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 0-23645
LEEDS FEDERAL BANKSHARES, INC
(Exact name of registrant as specified in its charter)
UNITED STATES 52-2062351
------------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
(Address of principal executive offices)
Registrant's telephone number, including area code: 410-242-1234
Former name, former address and former fiscal year, if changed since last
report: N/A
Indicated by a check 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 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: There were 4,538,518
shares of the Registrant's common stock outstanding as of February 1, 2001.
1
LEEDS FEDERAL BANKSHARES, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as
of December 31, 2000 (unaudited), and June 30, 2000 3
Consolidated Statements of Income and Comprehensive Income
(unaudited) for the six months ended December 31, 2000 and 1999 4
Consolidated Statements of Cash Flows (unaudited) for the six
months ended December 31, 2000 and 1999 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION 12
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, June 30,
2000 2000
(Unaudited)
Assets
Cash:
On hand and due from banks.................................. $ 1,688,081 $ 2,059,010
Interest-bearing deposits................................... 2,099,369 1,982,152
Short term investments........................................ 11,958,893 9,551,979
Secured short-term loans to commercial banks.................. 16,738,166 9,562,746
Investment securities held-to-maturity........................ 66,550,687 67,392,698
Securities available-for-sale................................. 7,291,537 5,258,493
Mortgage backed securities held-to-maturity................... 7,546,142 8,317,018
Loans receivable, net......................................... 214,597,226 219,203,607
Investment in Federal Home Loan Bank
of Atlanta stock, at cost................................... 2,187,200 2,187,200
Property and equipment, net................................... 2,253,543 2,242,783
Cash surrender value of life insurance........................ 6,827,715 6,687,537
Accrued interest receivable................................... 2,213,573 2,116,855
Prepaid expenses and other assets............................. 308,323 486,229
------- -------
342,260,455 337,048,307
----------- -----------
Liabilities and Stockholders' Equity
Liabilities:
Savings accounts............................................... 288,176,909 281,866,206
Borrowed funds-- Employee
Stock Ownership Plan........................................ 335,989 384,000
Advance payments by borrowers for taxes,
insurance and ground rents.................................. 828,919 5,073,906
Federal and state income taxes:
Currently payable........................................... 196,187 267,283
Deferred.................................................... 1,274,042 493,303
Accrued expenses and other liabilities......................... 1,630,281 1,554,136
---------- ---------
Total liabilities........................................... 292,442,327 289,638,834
----------- -----------
Stockholders' equity:
Common stock, $1 par value: 20,000,000
shares authorized: and 5,205,597 shares issued.............. 5,205,597 5,205,597
Additional paid in capital .................................... 9,630,258 9,606,811
Unearned employee stock ownership plan shares.................. (243.059) (297,066)
Retained income, substantially restricted...................... 40,772,983 39,573,847
Treasury Stock at cost: 667,416 and 656,416 shares
respectively................................................ (8,336,969) (8,216,719)
Accumulated other comprehensive income......................... 2,789,318 1,537,003
--------- --------------
Total stockholders' equity............................ 49,818,128 47,409,473
---------- --------------
$ 342,260,455 $ 337,048,307
------------- --------------
See accompanying notes to consolidated financial statements.
3
LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
Six Months Ended Three Months Ended
December 31, December 31,
--------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
Interest Income:
First mortgage and other loans.................. $ 7,743,882 $ 7,579,672 $ 3,850,986 $ 3,856,944
Mortgage-backed securities ..................... 298,008 323,459 144,806 160,627
Investment securities and short term
investments................................... 3,382,277 3,043,721 1,718,346 1,480,728
------------- ------------ ------------ -----------
Total interest income........................... 11,424,167 10,946,852 5,714,138 5,498,299
------------- ------------ ------------ -----------
Interest expense:..................................
Savings accounts................................ 7,655,217 6,862,979 3,881,639 3,450,862
Other......................................... 17,351 18,240 8,444 8,732
------------- ----------- ------------- -----------
Total interest expense.......................... 7,672,568 6,881,219 3,890,083 3,459,594
------------- ----------- ------------ -----------
Net interest income............................. 3,751,599 4,065,633 1,824,055 2,038,705
Provision for loan losses....................... -0- 20,983 -0- 8,609
------------- ------------- ------------- ------------
Net interest income after
provision for loan losses................... 3,751,599 4,044,650 1,824,055 2,030,096
------------- ----------- ------------- -----------
Noninterest income:................................
Service fees and charges........................ 93,896 74,937 48,275 37,910
Other .......................................... 161,594 123,355 80,083 60,880
-------------- ----------- ------------- ------------
255,490 198,292 128,358 98,790
-------------- ----------- -------------- ------------
Noninterest expense:
Compensation and employee benefits.............. 968,530 799,296 487,315 420,844
Occupancy....................................... 166,565 123,735 88,392 58,506
SAIF deposit insurance premiums................. 65,251 118,658 32,589 58,851
Advertising..................................... 77,598 65,064 31,078 31,162
Other .......................................... 381,063 345,390 209,674 199,223
-------------- ----------- -------------- ------------
1,659,007 1,452,143 849,048 768,586
------------- ----------- -------------- ------------
Income before provision for income taxes........ 2,348,082 2,790,799 1,103,365 1,360,300
Provision for income taxes......................... 800,390 965,965 353,750 467,998
-------------- ----------- -----------------------------
Net income.................................... 1,547,692 1,824,834 749,615 892,302
------------- ----------- -----------------------------
Other comprehensive income(loss), net of taxes
Unrealized gain (loss) on securities
available-for-sale, net....................... 1,252,315 (531,015) 670,307 (252,611)
------------- ------------ ------------- --------------
Comprehensive income............................... $ 2,800,007 $ 1,293,819 $ 1,419,922 639,691
------------- ------------ ------------- --------------
Net income per share of common stock
Basic........................................... $ .34 $ .39 $ .17 $ .19
-------------- ----------- ------------- --------------
Diluted......................................... $ .34 $ .38 $ .16 $ .19
-------------- ----------- ------------- ---------------
See accompanying notes to consolidated financial statements.
4
LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
December 31,
2000 1999
------------- -------------
Cash flows from operating activities:
Net income................................................. $ 1,547,692 $ 1,824,834
Adjustments to reconcile net income to
net cash provided by operating activities:
Accretion of loan fees..................................... 26,907 45,798
Provision for loan losses.................................. -0- 20,983
Accretion of premiums (discounts) on investment
securities and mortgage-backed securities, net.......... (18,504) (6,765)
Depreciation............................................... 33,834 63,834
Non-cash compensation under stock-based benefit plans..... 77,454 73,482
Increase in accrued interest receivable................... (96,718) (9,352)
Decrease in income taxes currently payable................. (71,096) (24,773)
Increase in accrued expenses and other liabilities......... 76,145 121,423
Increase (decrease) in unearned loan fees.................. (53,413) 41,087
Decrease in prepaid expenses and other assets.............. 177,906 15,570
----------- ----------
Net cash provided by operating activities............... 1,700,207 2,166,121
----------- ----------
Cash flows from investing activities:
Purchase of investment securities held-to-maturity......... (485,240) (1,700,000)
Maturities of and principal repayments on
investment securities held-to-maturity.................. 1,342,740 -0-
Maturies of securities available-for-sale.................. -0- 206,681
Loan repayments (disbursements), net ...................... 4,632,887 (15,414,754)
Purchase of mortgage-backed securities..................... -0- (400,000)
Principal repayments on mortgage-backed securities
held-to-maturity........................................ 773,901 1,358,145
Purchases of property and equipment........................ (44,594) (323,367)
Investment in life insurance policies...................... (140,178) (122,835)
-------------- -------------
Net cash provided by (used in) investing activities..... 6,079,516 (16,396,130)
-------------- -------------
Cash flows from financing activities:
Net increase in savings accounts........................... 6,310,703 5,900,925
Decrease in advance payments by borrowers for taxes,
insurance and ground rents.............................. (4,244,987) (2,767,230)
Payment of dividends ..................................... (348,556) (390,606)
Purchase of treasury stock ............................... (120,250) (2,681,587)
Repayment of borrowed funds................................ (48,011) (38,813)
-------------- -------------
Net cash provided by financing activities............. 1,548,899 22,689
-------------- -------------
Net increase (decrease) in cash and cash equivalents.......... 9,328,622 (14,207,320)
Cash and cash equivalents at beginning of period.............. 23,155,887 33,010,666
------------- -------------
Cash and cash equivalents at end of period.................... $ 32,484,509 $ 18,803,346
------------- -------------
Cash paid during the period for interest
on deposits and other borrowings........................... $ 7,673,000 $ 6,881,000
Cash paid during the period for income taxes.................. 871,000 991,000
See accompanying notes toconsolidated financial statements.
5
LEEDS FEDERAL BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements include the accounts
of Leeds Federal Bankshares, Inc. (the Company), its wholly owned subsidiary,
Leeds Federal Savings Bank and Leeds Investment Corporation, a wholly owned
subsidiary of Leeds Federal Savings Bank. Adjustments, consisting of normal
recurring adjustments, which, in the opinion of management are necessary for a
fair presentation of financial position and results of operations have been
recorded. The financial statements have been prepared using the accounting
policies described in the June 30,2000 Annual Report. The results of operations
for the three months and six months ended December 31,2000 , are not necessarily
indicative of the results that may be expected for the entire year.
(2) Reclassification of Prior Year's Statements
Certain amounts in the 1999 financial statements have been reclassified
to conform to the 2000 presentation
(3) Dividends on Common Stock
On December 13, 2000 the Company declared a quarterly cash dividend of
$.15 per share. The dividends were payable to stockholders of record as of
January 3, 2001 and were paid on January 16, 2001. Leeds Federal Bankshares,
M.H.C. (the MHC) , which owns 3,300,000 shares of stock in the Company, waived
receipt of its quarterly dividend, thereby reducing the actual dividend payout
to approximately $186,000. The dollar amount of dividends waived by the MHC is
considered as a restriction on the retained earnings of the Company. The amount
of any dividend waived by the MHC shall be available for declaration as a
dividend solely to the MHC. At December 31, 2000, the cumulative amount of such
waived dividends was $10,718,400.
(4) Net Income per Share of Common Stock
Basic earnings per share (EPS) is calculated by dividing net income by
the weighted average number of common shares outstanding for the applicable
period. Diluted EPS is calculated after adjusting the numerator and the
denominator of the basic EPS calculation for the effect of all dilutive
potential common shares outstanding during the period. Information related to
the calculation of net income per share of common stock is summarized as
follows:
6
Three months Three months
Ended December 31, Ended December 31,
2000 1999
------------------------- --------------------------
Basic Diluted Basic Diluted
Net income $ 749,615 $ 749,615 $892,302 $ 892,302
--------- --------- ---------- -----------
Weighted-average shares outstanding 4,501,243 4,501,243 4,643,359 4,643,359
Dilutive securities - options 56,314 29,489
--------- -----------
Adjusted weighted-average shares used
in EPS computation 4,501,243 4,557,557 4,643,359 4,672,848
---------- ---------- ---------- -----------
Six months Six months
Ended December 31, Ended December 31,
2000 1999
-------------------------- --------------------------
Basic Diluted Basic Diluted
Net income $1,547,692 $1,547,692 $1,824,834 $ 1,824,834
---------- ---------- ---------- -----------
Weighted-average shares outstanding 4,501,243 4,501,243 4,705,623 4,705,623
Dilutive securities - options 50,822 36,726
---------- -----------
Adjusted weighted-average shares used
in EPS computation 4,501,243 4,552,065 4,705,623 4,742,349
---------- ----------- --------- -----------
7
LEEDS FEDERAL BANKSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
In addition to historical information, this Quarterly Report contains
forward-looking statements. The forward-looking statements contained in this
document are subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected in the forward-looking
statements. Important factors that might cause such a difference include, but
are not limited to, those discussed in this section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Readers should not place undue reliance on these forward-looking statements, as
they reflect management's analysis as of the date of this report. The Company
has no obligation to update or revise these forward-looking statements to
reflect events or circumstances that occur after the date of this report.
Readers should carefully review the risk factors described in other documents
the Company files from time to time with the Securities and Exchange Commission,
including current reports filed on Form 8-K.
Discussion of Financial Condition Changes from June 30, 2000 to December 31,2000
- --------------------------------------------------------------------------------
Cash on hand and due from banks, interest bearing deposits, other
liquid investments and investment securities totaled approximately $108.5
million at December 31, 2000, an increase of approximately $10.5 million, or
10.7%, from June 30, 2000. Mortgage-backed securities totaled $7.5 million, a
decrease of $771,000, or 9.3%, due primarily to repayments of principal. Loans
receivable totaled $214.6 million, a decrease of $4.6 million, or 2.1%, due
primarily to a decrease in mortgage originations.
Deposits increased approximately $6.3 million to a total of $288.2
million at December 31, 2000. Such increase was primarily attributable to
general market trends. The Company has offered savings rates that are
competitive with other banks. However, it has not relied on brokered funds or
negotiated jumbo certificates to achieve increased deposit levels.
The Bank is subject to capital standards which generally require the
maintenance of regulatory capital sufficient to meet each of three tests,
hereinafter described as the Tier 1 core capital requirement, the Tier 1 risk
based capital requirement and the total risk based capital requirement. At
December 31, 2000, the Bank had Tier 1 core capital of $46.6 million, or 13.8%
of total adjusted assets, which was $33.1 million in excess of the requirement
of minimum core capital of $13.5 million, or 4% of total adjusted assets; Tier 1
risk based capital of $46.6 million, or 27.8% of risk weighted assets, which was
$39.9 million in excess of the requirement of minimum Tier 1 risk based capital
of $6.7 million, or 4% of risk weighted assets; and total risk- based capital of
$49.5 million, or 29.5% of risk weighted assets, which was $36.1 million in
excess of the requirement of a minimum total risk-based capital of 8% of risk
weighted assets.
Comparison of Operating Results for Three and Six Month Periods Ended December
31, 2000 and 1999.
General
The Company's net income for the three months ended December 31, 2000,
totaled $750,000, a decrease of $142,000, or 15.9% as compared to $892,000 for
the three months ended December 31, 1999, due principally to a decrease in net
interest income and an increase in
8
noninterest expenses. Unrealized gains on securities available-for-sale
increased $923,000 to $670,000 for the three months ended December 31, 2000, as
compared to the same period last year, as a result of an increase in the fair
value of the Company's investment securities available- for-sale, principally
the Company's Federal Home Loan Mortgage Corporation preferred stock. The
Company's net income for the six months ended December 31, 2000, decreased
$277,000 to $1.5 million as compared to the same period in 1999. Unrealized
gains on securities available for sale increased $1.8 million to $1.3 million
for the six months ended December 31, 2000, as compared to the same period last
year, as a result of an increase in the fair value of the Company's investment
securities available-for-sale.
Net Interest Income
Interest income on loans for the three months ended December 31, 2000,
remained relatively unchanged at $3.9 million, as compared to the three months
ended December 31, 1999. The average yield on loans remained unchanged at 7.1%
for the same periods. Interest income on loans for the six months ended December
31, 2000, totaled $7.7 million, an increase of $164,000, or 2.2%, as compared to
the six months ended December 31, 1999. Average balances on loans increased by
$3.4 million, or 1.6%, to $217.9 million, for the six months ended December 31,
2000, as compared to the six months ended December 31, 1999, while average yield
on loans remained relatively unchanged at 7.1%. The increase in the average
balance in loans was the result of increased loan demand during the six months
ended December 31, 2000, as compared to the same period last year.
Interest income on mortgage-backed securities decreased by $16,000 to
$145,000 for the three months ended December 31, 2000, from $161,000 for the
three months ended December 31, 1999. The average yield on mortgage-backed
securities increased to 7.4%, from 6.9%, while the average balance of
mortgage-backed securities decreased by $1.5 million to $7.8 million from $9.3
million, for the three months ended December 31, 2000, compared to the same
period last year. Interest income on mortgage-backed securities decreased by
$25,000 to $298,000 for the six months ended December 31, 2000, as compared to
$323,000 for the prior period, due principally to a decrease in average balance
of mortgage-backed securities of $1.5 million to $8.0 million from $9.5 million,
offset by an increase in the average yield on mortgage-backed securities to
7.5%, from 6.8%. The decreases in the average balance of mortgage-backed
securities for the three and six months ended December 31, 2000, were the result
of repayments. The increase in average yield on mortgage-backed securities for
the periods was attributable to faster repayments of lower yielding securities.
Interest income on investment securities and short-term investments
("Investments") increased by $238,000, to $1.7 million for the three months
ended December 31, 2000, from $1.5 million for the three months ended December
31, 1999. The average balance of Investments increased by $10.9 million to
$104.5 million for the three months ended December 31, 2000, from $93.6 million
for the same period in the prior year, while yield on Investments increased to
6.6% from 6.3%. Interest income on Investments increased by $339,000 to $3.4
million during the six months ended December 31, 2000, from $3.0 million for the
six months ended December 31, 1999. The average balance of Investments increased
by $4.8 million to $102.3 million for the six months ended December 31, 2000,
from $97.5 million for the same period in the prior year, while yield on
Investments increased to 6.6% from 6.2%. The increases in average balance of
Investments for the three and six months ended December 31, 2000, were the
result of an increase in the supply of funds to invest in such securities. The
increases in average yield on Investments for these periods was due to increases
in market rates on short term investments.
Total interest expense increased by approximately $430,000 during the
quarter ended December 31, 2000, to $3.9 million from $3.5 million for the
quarter ended December 31, 1999.
9
This increase was the result of an increase in average balances of interest
bearing liabilities outstanding to $286.1. million from $279.8 million, while
average rates paid on deposits increased to 5.4%, from 5.0%. For the six months
ended December 31, 2000, total interest expense increased by $792,000 to $7.7
million, from $6.9 million for the six months ended December 31, 1999. The
increase was the result of an increase in average balances of interest bearing
liabilities outstanding to $285.5 million from $278.4 million, while average
rates paid on deposits increased to 5.4% from 4.9%. The increases in average
balance on interest bearing liabilities outstanding for the three and six months
ended December 31, 2000, as compared to the same periods last year, was due to
increased customer deposits, while the increase in average rates paid on
deposits for these periods was due to general market conditions.
As a result of the foregoing changes, the increase in interest income
was more than offset by an increase in interest expense resulting in a decrease
in net interest income of $215,000, or 10.5%, to $1.8 million during the three
months ended December 31, 2000, as compared to $2.0 million during the three
months ended December 31, 1999. During the six months ended December 31, 2000,
net interest income decreased by $314,000, or 7.7%, to $3.8 million from $4.1
million for the same period in the previous year.
Provision for Loan Losses
The Bank had no provision for loan losses for the three and six months
ended December 31, 2000, compared to $9,000 and $21,000 for the three and six
months ended December 31, 1999. The allowance for loan losses, which was
$743,000 and $742,000 at December 31, 2000 and June 30, 2000, respectively, is
established in accordance with generally accepted accounting principles and
exists to absorb known and inherent losses in the Company's overall loan
portfolio. In addition to historical loss experience, the Company considers
other factors that are likely to cause credit losses, including changes in
economic and business conditions and developments, changes in the nature and
volume of the portfolio, trends in the level of past due and classified loans,
and the status of nonperforming loans. Based on management's review and analysis
of the allowance for loan losses as of December 31, 2000, management considered
the allowance for loan losses to be adequate.
Noninterest Income
Noninterest income increased $29,000 to $128,000, from $99,000 for the
three months ended December 31, 2000. For the six months ended December 31,
2000, noninterest income increased to $255,000, from $198,000 for the six months
ended December 31, 1999. The increases were primarily the result of increases in
income from life insurance contracts and increases in service fee income.
Noninterest Expense
Noninterest expense for the three months ended December 31, 2000,
increased by $80,000 to $849,000, from $769,000, compared to the three months
ended December 31, 1999. Compensation and employee benefits increased $66,000 to
$487,000 for the three months ended December 31, 2000, from $421,000 for the
same period last year, due to additional staffing related to the opening of a
branch, and an increase in the noncash charge to expense for ESOP shares earned
due to an increase in the market price of the Company's stock. Occupancy and
other expenses increased by $40,000 for the quarter ended December 31, 2000, due
to an increase in expenses associated with the new branch. SAIF deposit
insurance premiums decreased $26,000 to $33,000, for the quarter ended December
31, 2000, from $59,000 for the same period last year. During the six months
ended December 31, 2000, noninterest expense increased $207,000, or 12.2%, to
$1.7 million, from $1.5 million, compared to the six months ended
10
December 31, 1999. This increase was due to increased compensation costs, higher
levels of advertising, and increased occupancy expenses associated with the new
branch, partially offset by a decrease in SAIF deposit insurance premiums.
Provision for Income Taxes
Provision for income taxes for the three months ended December 31,
2000, totaled $354,000, compared to $468,000 for the three months ended December
31, 1999. For the six months ended December 31, 2000, the provision for income
taxes totaled $800,000, as compared to $966,000 for the same period last year.
The effective income tax rate for the three months ended December 31, 2000, was
32.1%, compared to 34.4% for the three months ended December 31, 1999, due to
the recognition of an income tax benefit at the Bank level. The effective income
tax rate for the six months ended December 31, 2000, was 34.1%, compared to
34.6% for the six months ended December 31, 1999.
Classified Loans
There were three loans totaling $31,000 which were 90 or more days
delinquent but still accruing at December 31, 2000, and no such loans at June
30, 2000. Loans 90 or more days delinquent and not accruing totaled $2.5 million
at December 31, and June 30, 2000. At December 31, 2000, the Company had a $2.5
million loan which matured in June, 1998, and has not been repaid. Management
has obtained an appraisal, and based on the appraisal and other factors,
believes the Company will not incur a material loss on this loan.
Liquidity
The Company is required to maintain levels of liquid assets as defined
by Office of Thrift Supervision regulations. This requirement, which varies from
time to time (currently set at 4%) depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The Company's liquidity ratio averaged 37.87% during the quarter ended December
31, 2000, and equaled 38.58% at December 31, 2000.
Stock Repurchase Plan
As of December 31, 2000, the Company has repurchased 667,416 shares of
its common stock in connection with its repurchase plan. The Company has the
Board's authorization to repurchase an additional 356,025 shares as, in the
opinion of management, market conditions warrant.
11
PART II. OTHER INFORMATION
Legal Proceedings
The Company is not involved in any litigation, nor is it aware of any
pending litigation, other than legal proceedings incidental to the Bank's
business. In the opinion of management, no material loss is expected from any
such claims or lawsuits.
Submission of Matters to a Vote of Security-Holders
(A) On October 25, 2000, the Company held its annual meeting of stockholders.
(B) At the annual meeting Directors Hartman and McCleary were elected to three
year terms. The following table shows the terms of all directors.
Director's Name Term Began Term Expires
- ------------------------------------------------------------------------------
John F. Amer 1998 2001
Gordon E. Clark 1999 2002
John F. Doyle 1999 2002
Raymond J. Hartman, Jr. 2000 2003
Joan H. McCleary 2000 2003
Marguerite E. Wolf 1998 2001
(C) There were present at the Annual Meeting in person or by proxy the holders
of 4,303,669 votes, said votes constituting a majority and more than a quorum of
the outstanding votes entitled to be cast.
The stockholders acted on the following two matters at the Annual Meeting,
approving each. Set forth below are the results of the stockholder vote on the
matters considered at the Annual Meeting.
(1) The following directors were elected by the stockholders to
serve for three year terms:
Votes For Withheld
Raymond J. Hartman, Jr. 4,302,969 15,137
Joan H. McCleary 4,302,969 15,137
(2) The appointment of KPMG LLP to be the Company's auditors for the
fiscal year ending June 30, 2001, was approved as follows:
For Against
Number of Votes 4,303,669 5,650
Exhibits and Reports on Form 8-K
No Form 8-K reports were filed during the quarter.
12
Changes in Securities
None
Defaults Upon Senior Securities
None
.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
LEEDS FEDERAL BANKSHARES, INC.
Date: February 12, 2001 By: \s\Gordon E. Clark
-------------------------------
Gordon E. Clark
President and Chief Executive
Officer
Date: February 12, 2001 By: \s\Kathleen Trumpler
-------------------------------
Kathleen Trumpler
Treasurer and Chief Financial
Officer
14