1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2000 Commission File Number 0-11448 LSB BANCSHARES, INC. One LSB Plaza Lexington, North Carolina 27292 (336) 248-6500 Incorporated in the State of North Carolina IRS Employer Identification No. 56-1348147 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $5.00 Per Share LSB Bancshares, Inc., 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 has been subject to such filing requirements for the past 90 days. The number of shares outstanding as of June 30, 2000 was 8,467,961. 2 LSB BANCSHARES, INC. FORM 10-Q INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets June 30, 2000 and 1999, December 31, 1999 Consolidated Statements of Income Three Months Ended June 30, 2000 and 1999 Six Months Ended June 30, 2000 and 1999 Consolidated Statements of Changes in Shareholders' Equity Six Months Ended June 30, 2000 and 1999 Consolidated Statements of Cash Flows Six Months Ended June 30, 2000 and 1999 Notes to Consolidated Financial Statements Six Months Ended June 30, 2000 and 1999 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements LSB Banchshares, Inc. Consolidated Balance Sheets (Unaudited) (Unaudited) (In Thousands) June 30 December 31 June 30 2000 1999 1999 -------- -------- -------- ASSETS Cash and Due From Banks $ 35,397 $ 33,971 $ 33,034 Interest-Bearing Bank Balances 4,844 14,527 11,966 Federal Funds Sold and Securities Purchased Under Resale Agreements 24,075 27,270 30,460 Investment Securities: Held to Maturity, MV $73,141, $66,884 and $63,904 74,834 68,551 64,584 Available for Sale, at Market Value 76,770 60,268 67,104 Loans 542,264 506,078 475,931 Less, Reserve for Loan Losses (5,503) (5,246) (5,277) -------- -------- -------- Net Loans 536,761 500,832 470,654 Premises and Equipment 11,478 11,215 11,370 Other Assets 10,958 10,194 9,932 -------- -------- -------- TOTAL ASSETS $775,117 $726,828 $699,104 ======== ======== ======== LIABILITIES Deposits Demand $ 75,889 $ 73,916 $ 70,259 Savings, NOW and Money Market Accounts 307,211 297,966 292,873 Certificates of Deposit of less than $100,000 190,929 172,453 161,594 Certificates of Deposit of $100,000 or more 56,208 61,087 59,899 -------- -------- -------- Total Deposits 630,237 605,422 584,625 Securities Sold Under Agreements to Repurchase 25,821 1,299 4,667 Borrowings from the Federal Home Loan Bank 42,500 45,150 36,033 Other Liabilities 4,204 4,233 3,478 -------- -------- -------- TOTAL LIABILITIES 702,762 656,104 628,803 -------- -------- -------- SHAREHOLDERS' EQUITY Preferred Stock, Par Value $.01 Per Share: Authorized 10,000,000 shares; none issued 0 0 0 Common Stock, Par Value $5 Per Share: Authorized 50,000,000 Shares; Issued 8,467,961 Shares in 2000 and 8,442,918 and 8,511,720 shares in 1999 42,340 42,215 42,559 Paid-In Capital 10,125 10,151 11,482 Common Stock Acquired for Directors' Deferred Plan (783) 0 0 Retained Earnings 21,318 18,953 16,582 Accumulated Other Comprehensive Income (645) (595) (322) -------- -------- -------- TOTAL SHAREHOLDERS' EQUITY 72,355 70,724 70,301 -------- -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $775,117 $726,828 $699,104 ======== ======== ======== Memorandum: Standby Letters of Credit $ 3,399 $ 3,129 $ 3,155 Notes to consolidated financial statements are an integral part hereof. 4 LSB Bancshares, Inc. Consolidated Statements of Income (In Thousands except Share Data) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 -------------------------- -------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- INTEREST INCOME Interest and Fees on Loans $ 12,224 $ 10,547 $ 23,749 $ 20,498 Interest on Investment Securities: Taxable 1,776 1,328 3,204 2,742 Tax Exempt 447 471 909 951 Interest-Bearing Bank Balances 127 183 349 355 Federal Funds Sold and Securities Purchased Under Resale Agreements 483 464 974 979 ---------- ---------- ---------- ---------- Total Interest Income 15,057 12,993 29,185 25,525 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 6,014 4,936 11,740 9,798 Securities Sold Under Agreements to Repurchase 377 41 455 86 Borrowings from the Federal Home Loan Bank 651 445 1,282 859 ---------- ---------- ---------- ---------- Total Interest Expense 7,042 5,422 13,477 10,743 ---------- ---------- ---------- ---------- NET INTEREST INCOME 8,015 7,571 15,708 14,782 Provision for Loan Losses 385 235 580 400 ---------- ---------- ---------- ---------- Net Interest Income After Provision for Loan Losses 7,630 7,336 15,128 14,382 ---------- ---------- ---------- ---------- NONINTEREST INCOME Service Charges on Deposit Accounts 890 766 1,735 1,507 Gains on Sales of Mortgages 25 96 44 206 Other Operating Income 1,030 1,000 2,128 1,880 ---------- ---------- ---------- ---------- Total Noninterest Income 1,945 1,862 3,907 3,593 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE Personnel Expense 3,457 3,062 6,852 6,104 Occupancy Expense 333 324 659 642 Equipment Depreciation and Maintenance 348 322 699 627 Other Operating Expense 2,063 2,065 4,021 3,907 ---------- ---------- ---------- ---------- Total Noninterest Expense 6,201 5,773 12,231 11,280 ---------- ---------- ---------- ---------- Income Before Income Taxes 3,374 3,425 6,804 6,695 Income Taxes 1,044 951 2,071 1,963 ---------- ---------- ---------- ---------- NET INCOME $ 2,330 $ 2,474 $ 4,733 $ 4,732 ========== ========== ========== ========== Earnings Per Share: Basic $ 0.28 $ 0.29 $ 0.56 $ 0.55 Diluted 0.27 0.28 0.55 0.54 Weighted Average Shares Outstanding Basic 8,462,496 8,549,955 8,459,548 8,597,099 Diluted 8,532,016 8,712,628 8,537,903 8,760,608 Cash Dividends Declared per Share $ 0.14 $ 0.14 $ 0.14 $ 0.14 Notes to consolidated financial statements are an integral part hereof. 5 LSB Bancshares, Inc. Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (In Thousands) Accumulated Common Other Total Common Paid-In Stock Retained Comprehensive Shareholders' Stock Capital Acquired Earnings Income Equity ------------------------------------------------------------------------- Balances at December 31, 1998 $43,614 $14,903 $14,248 $ 665 $73,430 Net Income 4,732 4,732 Change in unrealized loss on securities available for sale, net of deferred income taxes (987) (987) ------- Comprehensive income 3,745 Cash dividends declared on common stock (2,398) (2,398) Common stock issued for stock options exercised 178 138 316 Common stock acquired (1,233) (3,559) (4,792) ------------------------------------------------------------------------- Balances at June 30, 1999 $42,559 $11,482 $16,582 $(322) $70,301 ========================================================================= Balances at December 31, 1999 $42,215 $10,151 $18,953 $(595) $70,724 Net Income 4,733 4,733 Change in unrealized loss on securities available for sale, net of deferred income taxes (50) (50) ------- Comprehensive income 4,683 Common Stock Acquired for Directors' Deferred Plan $(783) (783) Cash dividends declared on common stock (2,368) (2,368) Common stock issued for stock options exercised 204 129 333 Common stock acquired (79) (155) (234) ------------------------------------------------------------------------- Balances at June 30, 2000 $42,340 $10,125 $(783) $21,318 $(645) $72,355 ========================================================================= Notes to consolidated financial statements are an integral part hereof. 6 LSB Bancshares, Inc. Consolidated Statements of Cash Flow (Unaudited) (In Thousands) Six Months Ended June 30 ------------------- 2000 1999 -------- -------- CASH FLOW FROM OPERATING ACTIVITIES Net Income $ 4,733 $ 4,732 Adjustments to reconcile net income to net cash: Depreciation and amortization 670 649 Securities premium amortization and discount accretion, net (51) 25 (Increase) decrease in loans held for sale 2,113 3,784 Deferred income taxes 24 583 Income taxes payable (285) (268) (Increase) decrease in income earned but not received (912) 70 Increase (decrease) in interest accrued but not paid 663 63 Provision for loan losses 580 400 Gain on sale of premise and equipment 1 (18) -------- -------- Net Cash provided by operating activities 7,536 10,020 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES Purchases of securities held to maturity (15,132) (10,550) Proceeds from maturities of securities held to maturity 8,879 5,869 Proceeds from sales of securities held to maturity 0 0 Purchases of securities available for sale (22,256) 0 Proceeds from maturities of securities available for sale 5,693 15,194 Proceeds from sales of securities available for sale 0 0 Net (increase) decrease in loans made to customers (38,621) (43,871) Purchases of premises and equipment (937) (516) Proceeds from sale of premises and equipment 3 42 Net (increase) decrease in federal funds sold and securities purchased under resale agreements 3,195 10,135 (Increase) decrease in other assets 155 (1,035) -------- -------- Net cash used by investing activities (59,021) (24,732) -------- -------- CASH FLOW FROM FINANCING ACTIVITIES Net increase (decrease) in demand deposits, NOW, money market and savings accounts 11,218 3,949 Net increase (decrease) in time deposits 13,597 13,348 Net increase (decrease) in securities sold under agreements to repurchase 24,521 (869) Proceeds from issuance of long term debt 0 20,000 Payments on long term debt (2,650) (12,808) Cash Dividends Paid (2,368) (2,398) Net increase (decrease) in other liabilities (407) (188) Proceeds from issuance of common stock 333 316 Common stock repurchased (234) (4,792) Common stock acquired for Directors' Deferred Plan (783) -------- -------- Net cash provided by financing activities 43,227 16,558 -------- -------- Increase (decrease) in cash and cash equivalents (8,258) 1,846 Cash and cash equivalents at the beginning of the period 48,498 43,154 -------- -------- Cash and cash equivalents at the end of the period $ 40,240 $ 45,000 ======== ======== 7 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the years for: Interest $ 12,814 $ 10,680 Income Taxes 2,332 2,383 SUPPLEMENTAL DISCLOSURES OF NONCASH TRANSACTIONS Transfer of loans to other real estate owned $ 116 $ 239 Unrealized losses on securities available for sale: Change in securities available for sale (82) (1,616) Change in deferrred income taxes 32 630 Change in shareholders' equity (50) (987) Notes to consolidated financial statements are an integral part hereof. 8 LSB Bancshares, Inc. Notes to Consolidated Financial Statements Six Months Ended June 30, 2000 and 1999 NOTE 1. BASIS OF PRESENTATION The accompanying interim 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-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. The accompanying unaudited Consolidated Financial Statements include the accounts of LSB Bancshares, Inc., (the Corporation) and its wholly owned subsidiary, Lexington State Bank (the Bank) and the Bank's wholly owned subsidiaries, Peoples Finance Company of Lexington, Inc. and LSB Investment Services, Inc. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. NOTE 2. INVESTMENT SECURITIES The valuations of investment securities as of June 30, 2000 and December 31, 1999 were as follows (in thousands): June 30, 2000 Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value ------- ---- ------ ------- Securities held to maturity: U.S. Treasury and other U.S. government agency obligations $42,541 $ 2 $1,407 $41,136 State, county and municipal securities 32,293 367 655 32,005 ------- ---- ------ ------- Total securities held to maturity $74,834 $369 $2,062 $73,141 ======= ==== ====== ======= Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value ------- ---- ------ ------- Securities available for sale: U.S. Treasury and other U.S. government agency obligations $74,496 $ 5 $1,064 $73,437 State, county and municipal securities 853 3 0 856 Federal Home Loan Bank stock 2,477 0 0 2,477 ------- ---- ------ ------- Total securities available for sale $77,826 $ 8 $1,064 $76,770 ======= ==== ====== ======= 9 December 31, 1999 Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value ------- ---- ------ ------- Securities held to maturity: U.S. Treasury and other U.S. government agency obligations $34,556 $ 4 $1,306 $33,254 State, county and municipal securities 33,995 429 794 33,630 ------- ---- ------ ------- Total securities held to maturity $68,551 $433 $2,100 $66,884 ======= ==== ====== ======= Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value ------- ---- ------ ------- Securities available for sale: U.S. Treasury and other U.S. government agency obligations $58,132 $ 27 $1,001 $57,158 State, county and municipal securities 853 3 4 852 Federal Home Loan Bank stock 2,258 0 0 2,258 ------- ---- ------ ------- Total securities available for sale $61,243 $ 30 $1,005 $60,268 ======= ==== ====== ======= No investment securities were sold for the period ended June 30, 2000. Investment securities with amortized cost of $109,604,720 and $112,938,193, as of June 30, 2000 and December 31, 1999, respectively, were pledged to secure public deposits and for other purposes. NOTE 3. LOANS (Table in thousands) A summary of consolidated loans follows: June 30 2000 1999 -------- -------- Commercial, financial, & agricultural $167,514 $153,418 Real estate - construction 34,079 23,554 Real estate - mortgage 264,315 220,252 Installment loans to individuals 64,780 64,784 Lease financing 373 860 Other 11,203 13,063 -------- -------- Total loans, net of unearned income $542,264 $475,931 ======== ======== As of January 1, 1995, the Corporation adopted SFAS 114 as amended by SFAS 118 for impaired loans. The statements subject all loans to impairment recognition except for large groups of smaller-balance homogeneous loans such as credit card, residential mortgage and consumer loans. The Corporation generally considers loans to be impaired when future payments of principal and interest are in doubt. Included in impaired loans are loans that are consistently past due, loans 90 days or more past due and nonaccrual loans. Interest income on impaired loans is recognized consistent with the Corporation's income recognition policy of daily accrual of income until the loan is 10 determined to be uncollectible and placed in a nonaccrual status. For all impaired loans other than nonaccrual loans, year to date interest income totaling $207,607 was recorded on an accrual basis. Interest income on nonaccrual loans is recognized on a cash basis. Cash totaling $6,149 has been collected on these loans since being placed in a nonaccrual status. Interest income on nonaccrual loans that would have been recorded in accordance with the original terms of the notes was $70,004. The adoption of SFAS 114 and SFAS 118 did not have a material effect on the Corporation's financial position or results of operations and required no increase to the reserve for loan and lease losses. At June 30, 2000, the total investment in loans that are considered impaired under SFAS 14 was $5,993,183, including nonaccrual loans of $312,000. A related valuation allowance of $927,000 was determined for the total amount of impaired loans. The average recorded investment in impaired loans for the quarter ended June 30, 2000 was approximately $6,110,000. At June 30, 2000, loans totaling $9,077,460 were held for sale stated at the lower of cost or market on an individual loan basis. NOTE 4. RESERVE FOR LOAN LOSSES (in thousands) The following sets forth the analysis of the consolidated reserve for loan losses: June 30 2000 1999 ------ ------ Balances at beginning of periods $5,246 $5,048 Provision for loan losses 580 400 Recoveries of amounts previously charged off 98 110 Loan losses (421) (281) ------ ------ Balances at end of periods $5,503 $5,277 ====== ====== NOTE 5. OTHER ACCOUNTING CHANGES In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities". SFAS 133 establishes accounting and reporting standards for derivative instruments, including derivative instruments that are embedded in other contracts, and for hedging activities. SFAS 133 requires that all derivatives be recognized as either assets or liabilities on the balance sheet at their fair value. Requirements of SFAS 133 could affect the amount of an institution's recorded assets, liabilities, equity as well as its regulatory capital levels. As defined under SFAS 133, derivatives carry a designation of (a) no hedge designation, (b) fair value hedge, (c) cash flow hedge, or (d) foreign currency hedge. SFAS 133 was originally effective for fiscal periods, both years and quarters, beginning after June 15, 1999, but has now been extended by SFAS 137 to June 15, 2000. Bancshares does not presently have any derivative instruments within the definition of SFAS 133 and as such, does not anticipate any material effect on its financial position and operating results from adoption of the standard. Statement No. 134 ("SFAS 134"), "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise" was issued by FASB effective for the first fiscal quarter beginning after December 15, 1998. SFAS 134 amends Statement 65 ("SFAS65"), "Accounting for Certain Mortgage Banking Activities" to require entities engaged in mortgage banking activities to classify mortgage-backed securities resulting from the securitization of mortgage loans held for sale, based on its ability and intent to sell or hold those investments. Classification of any retained mortgage-backed securities would be in accordance with the provisions of Statement 115 ("SFAS 115") "Accounting for Certain Investments in Debt and Equity Securities". Any retained mortgage-backed securities that an entity commits to sell before or during the securitization process must be classified as trading. Bancshares does not presently securitize any of its mortgage loans within the definition of SFAS 134 and, as such, does not anticipate any material effect on its 11 financial position and operating results from adoption of the standard. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The discussion presented herein is intended to provide an overview of the changes in financial condition and results of operations for LSB Bancshares, Inc, ("Bancshares") and its wholly owned subsidiary, Lexington State Bank ("LSB") for the three and six months ended June 30, 2000 and 1999. The consolidated financial statements also include the accounts and results of operations of LSB's wholly owned subsidiaries, Peoples Finance Company of Lexington, Inc. ("Peoples Finance") and LSB Investment Services, Inc. ("LSB Investment Services"). This discussion and analysis is intended to complement the unaudited financial statements, footnotes and supplemental financial data in this Form 10Q, and should be read in conjunction therewith. This report contains certain forward-looking statements related to anticipated future operating and financial performance, and other similar statements of expectations. These forward-looking statements are based on estimates, beliefs and assumptions made by management and are not guarantees of future performance. Actual results may differ from those expressed or implied as the result of various factors, among which are movements in interest rates, competitive product or pricing pressures, changes in economic conditions, and changes in regulatory policies. THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999 Net Interest Income The primary source of earnings for the Corporation is net interest income, which represents the dollar amount by which interest generated from earning assets exceeds the cost of funds. Earning assets consist primarily of loans and investment securities and cost of funds is the interest paid on interest-bearing deposits and borrowed funds. Total interest income of $15,057,000 for the second quarter of 2000 was up $2,064,000 or 15.9% compared to $12,993,000 for the second quarter of 1999. Total interest expense of $7,042,000 for the second quarter of 2000 was up $1,620,000 or 29.9% compared to $5,422,000 for the second quarter of 1999. These results produced net interest income of $8,015,000 for the second quarter of 2000, for a gain of $444,000 or 5.9% compared to $7,571,000 for the second quarter of 1999. Loan demand, while slowing somewhat, remained relatively strong during the second quarter of 2000, accounting for the increase in net interest income. The Federal Reserve has raised interest rates six times over the past year in an effort to slow the economy. As a result of the action taken by the Federal Reserve, the prime interest rate increased three times during the second half of 1999 and another three times the first half of 2000. Loans constitute the largest group of earning assets and therefore generate the majority of Bancshares' interest income. Consequently, the bank has seen some narrowing of its interest margins, particularly in the second quarter of 2000. For the period ended June 30, 2000, Bancshares' loan portfolio increased $36,186,000 or 7.2% over December 31, 1999 and $66,333,000 or 13.7% over June 30, 1999. For the period ended June 30, 2000, deposits increased $24,815,000 or 4.1% over December 31, 1999 and $45,612,000 or 7.8% over June 30, 1999. Noninterest Income and Expense Noninterest income for the second quarter of 2000 was up $83,000 or 4.5% compared to the second quarter of 1999. Fee income related to service charges on deposit accounts for the second quarter of 2000 increased $124,000 or 16.2% compared to the second quarter of 1999. Gains on the sale of mortgage loans for the second quarter of 2000 were $25,000 compared to $96,000 for the second quarter of 1999. During the second quarter of the year, as with the first quarter, fewer mortgages were sold as mortgage activity slowed from rising interest rates. Other operating income for the second quarter of 2000 increased a modest $30,000 compared to the corresponding period of 1999. Noninterest expense for the second quarter of 2000 increased $428,000 or 7.4% compared to the second quarter of 1999. Personnel expense for the second quarter of the year, comprised of salaries and fringe benefits, increased $395,000 or 12.9% over the second quarter of 1999. Occupancy expense for the second quarter remained relatively flat, as 12 it did in the first quarter, with an increase of $9,000 or 2.8% compared to the second quarter of the previous year. Equipment depreciation and maintenance expense also posted a modest increase in the second quarter of 2000 of $26,000 or 8.1% compared to the second quarter of 1999. Other operating expense for the second quarter of 2000 decreased $2,000 compared to the second quarter of 1999. SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999 Net Interest Income Total interest income of $29,185,000 for the first six months of 2000 was up $3,660,000 or 14.3% compared to $25,525,000 for the first six months of 1999. Total interest expense for the first half of 2000 of $13,477,000 increased $2,734,000 or 25.4% compared to the corresponding six months of 1999. Net interest income of $15,708,000 for the first half of 2000 was up $926,000 or 6.3% compared to $14,782,000 for the first half of 1999. Rising interest rates during the second half of 1999 and the first half of 2000 were contributing factors to narrowing interest margins and slowing net interest growth. Noninterest Income and Expense Noninterest income for the first half of 2000 was up $314,000 or 8.7% compared to the first half of 1999. Fee income related to service charges on deposit accounts for the first six months of 2000 was up $228,000 or 15.1% compared to the first six months of 1999. Gains on the sale of mortgage loans for the first six months of 2000 were down $162,000 or 78.6% compared to the first six months of 1999. The rising interest rate environment slowed mortgage loan growth and the subsequent sales of this product. Other operating income for the first six months of 2000 was up $248,000 or 13.2% compared to the first six months of 1999. The majority of this increase came from the Bank's bankcard division and its investment services subsidiary. The bankcard division produced increased revenue of $165,000 or 30.4% for the first half of 2000 compared to the corresponding period of 1999. Commissions generated by the investment services subsidiary increased $174,000 or 55.4% the first six months of 2000 compared to the first six months of 1999. The investment services subsidiary generates commission income through the sale of mutual funds, annuities and equities. Noninterest expense for the first six months of 2000 increased $951,000 or 8.4% compared to the same period of 1999. Personnel expense for the first six months of 2000, comprised of salaries and fringe benefits, increased $748,000 or 12.3% compared to the first six months of 1999. Occupancy expense for the period being compared increased by a modest $17,000 or 2.6%. Equipment depreciation and maintenance expense for the first six months of 2000 increased $72,000 or 11.5%. Other operating expense increased $114,000 or 2.9% the first half of 2000 compared to the first half of 1999. Noninterest expenses for the reporting period were within the Bank's budgeted projections. Asset Quality and Provision for Loan Losses The reserve for loan losses was $5,503,000 or 1.01% of loans outstanding at June 30, 2000 compared to $5,246,000 or 1.04% of loans outstanding at December 31, 1999 and $5,277,000 or 1.11% at June 30, 1999. Non-performing loans totaled $2,578,000 or .47% of loans outstanding at June 30, 2000 compared to $2,090,000 or .41% of loans outstanding at December 31, 1999, and $2,247,000 or .47% of loans outstanding at June 30, 1999. Nonperforming loans include nonaccrual loans, restructured loans, other real estate acquired through foreclosed properties and accruing loans ninety days or more past due. As of June 30, 2000, Bancshares had $47,000 in restructured loans and $1,006,000 in other real estate and $427,000 in nonaccrual loans. Accruing loans past due 90 days or more were $1,098,000 at June 30, 2000 compared to $821,000 at December 31, 1999 and $996,000 at June 30, 1999. The accrual of interest generally discontinues on any loan that becomes 90 days past due as to principal or interest unless collection of both principal and interest is assured by way of collateralization, guarantees or other security and the loan is considered to be in the process of collection. At June 30, 2000, the reserve for loan losses was 2.13 times non-performing loans, compared to 2.51 times at December 31, 1999 and 2.35 times non-performing loans at June 30, 1999. Responsibility for market risk management resides with the Asset/Liability Management Committee ("ALCO"). The ALCO Committee monitors market conditions, interest rate trends and the economic environment in its decision-making process. Based upon its view of existing and expected market conditions, balance sheet strategies are adopted to optimize net interest income while minimizing the risk associated with unanticipated 13 changes in interest rates. The provision for loan and lease losses that was charged to operations for the first six months of 2000 was $580,000 compared to $400,000 for the corresponding period in 1999. Net charge-offs amounted to $323,000, or .12% of average loans outstanding, on an annualized basis, during the first six months of 2000. The quality of the loan portfolio continues to be of a high level, which is reflected in the loan loss provision expensed. Loans classified for regulatory purposes as loss, doubtful, substandard or special mention that have not been disclosed as nonperforming do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. In the opinion of management, all loans where serious doubts exist as to the ability of borrowers to comply with the present repayment terms have been included in the schedule presented. 6/30/00 12/31/99 6/30/99 ------- -------- ------- RESERVE FOR LOAN LOSSES Beginning Balance $5,246 $5,048 $5,048 Provision for loan losses 580 780 400 Net (charge-off) recoveries (323) (582) (171) ------ ------ ------ Ending balance 5,503 5,246 5,277 RISK ASSETS Nonaccrual loans $ 427 $ 96 $ 0 Foreclosed real estate 1,006 1,036 1,100 Restructured loans 47 137 151 Loans 90 days or more past due and still accruing 1,098 821 996 ------ ------ ------ Total risk assets 2,578 2,090 2,247 ASSET QUALITY RATIOS Nonaccrual loans as a percentage of total loans 0.08% 0.02% 0.00% Nonperforming assets as a percentage of: Total assets 0.33 0.29 0.32 Loans plus foreclosed property 0.47 0.41 0.47 Net charge-offs as a percentage of average loans 0.12 X 0.12 0.08 X Reserve for loan losses as a percentage of loans 1.01 1.04 1.11 Ratio of reserve for loan losses to: Net charge-offs 8.52 X 9.01 15.43 X Nonaccrual loans 12.89 54.65 N/M *N/M Denotes Non Meaningful X Denotes Annualized Income Taxes Accrued taxes applicable to income for the six-month period ended June 30, 2000 were $2,071,000 compared to $1,963,000 for the six-month period ended June 30, 1999. Pretax income for the first six months of 2000 of $6,804,000 was $109,000 above the $6,695,000 for the first six months of 1999. The change in accrued taxes for the periods being 14 compared is primarily attributable to this difference in pretax income. Capital Resources and Shareholders' Equity Regulatory guidelines require minimum levels of capital based on a risk weighting of each asset category and off-balance sheet contingencies. Regulatory agencies divide capital into Tier 1 or core capital and total capital. Tier 1 capital, as defined by regulatory agencies, consists primarily of common shareholders' equity less goodwill and certain other intangible assets. Total capital consists of Tier 1 capital plus the allowable portion of the reserve for loan losses and certain long-term debt. At June 30, 2000, based on these measures, Bancshares' had a Tier 1 capital ratio of 14.23% compared to the regulatory requirement of 4% and total capital ratio of 15.31% compared to an 8% regulatory requirement. Additional regulatory capital measures include the Tier 1 leverage ratio. The Tier 1 leverage ratio is defined as Tier 1 capital divided by average total assets less goodwill and certain other intangibles and has a regulatory minimum of 3.0%, with most institutions required to maintain a ratio of at least 4.0% to 5.0%, depending primarily upon risk profiles. At June 30, 2000, Bancshares' Tier 1 leverage ratio was 9.35%. In November of 1998, the Board of Directors of Bancshares ("Board") approved a stock repurchase program for up to 300,000 shares of its common stock, or approximately 3.4% of its outstanding shares. The Board authorized the repurchase of shares of common stock in the open market or privately negotiated transactions on a time-to-time and ongoing basis, depending upon market conditions and subject to compliance with all applicable securities laws and regulations. The repurchase plan is intended to help Bancshares achieve its goal of building shareholder value and maintaining appropriate capital levels. On August 11, 1999, Bancshares approved an extension of its stock repurchase program for up to an additional 300,000 shares of its common stock, or approximately 3.5% of its then outstanding shares. During 1999, 361,498 shares had been repurchased and retired at an average cost of $18.99 per share. During the first half of 2000, Bancshares purchased 21,700 shares under the plan at an average cost of $14.14. Market Risk Management Bancshares' market risk arises primarily from the interest rate risk inherent in its lending and deposit-taking activities. The objectives of market risk management are to ensure long-range profitability performance and minimize risk, adhere to proper liquidity and maintain sound capital. To meet these goals, the Asset/Liability Management Committee ("ALCO") monitors the exposure to interest rate risk, balance sheet trends, pricing policies and liquidity position. The objectives are to achieve relatively stable net interest margins and assure liquidity through coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. This is accomplished through strategic pricing of asset and liability accounts. As a result of this management, appropriate maturities and/or repricing opportunities are developed to produce consistent earnings during changing interest rate environments. Based upon its view of existing and expected market conditions, ALCO adopts balance sheet strategies intended to optimize net interest income to the extent possible while minimizing the risk associated with unanticipated changes in interest rates. Core deposits have historically been the primary funding sources for asset growth. Correspondent relationships have also been maintained with several large banks in order to have access to federal funds purchases when needed. The Bank also has available lines of credit maintained with the Federal Home Loan Bank (the "FHLB") which can be used for funding and/or liquidity needs. The Bank has also executed a retail CD brokerage agreement, which provides an additional source for liquidity or funding needs. Asset/liability management also addresses liquidity positioning. Liquidity management is required in order to fund current and future extensions of credit, meet deposit withdrawals, maintain reserve requirements and otherwise sustain operations. As such, it is related to interest rate sensitivity management, in that each is affected by maturing assets and liabilities. While interest sensitivity management is concerned with repricing intervals of assets and liabilities, liquidity management is concerned with the maturities of those respective balances. An appropriate liquidity position is further accomplished through deposit growth and access to sources of funds other than deposits, such as the federal funds market. Details of cash flows for the six-months ended June 30, 2000 and 1999 are provided in the Consolidated Statements of Cash Flow. 15 Item 3. Quantitative and Qualitative Disclosures about Market Risk Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods. Bancshares' market risk arises primarily from the interest rate risk inherent in its lending and deposit-taking activities. The structure of Bancshares' loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income. Bancshares' does not maintain a trading account nor is it subject to currency exchange risk or commodity price risk. Responsibility for monitoring interest rate risk rests with the Asset/Liability Management Committee ("ALCO") which is appointed by the Board of Directors. ALCO meets on a regular basis to review interest rate risk exposure and liquidity positions. Balance sheet management and funding strategies are reviewed to ensure that any potential impact on earnings and liquidity, resulting from a fluctuation in interest rates is within acceptable standards. Management believes that there have been no significant changes in market risk as disclosed in Bancshares' quarterly report on Form 10-Q for the period ended June 30, 2000. Management believes that the goal of avoiding material negative changes in net income as a result of changing interest rates has been accomplished. PART II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information Not Applicable. Item 6. Exhibits and Reports on Form 8-K A. Exhibits During the second quarter of 2000, the Corporation filed the following: (27) Financial Data Schedule (for SEC use only) B. Reports on Form 8-K The Corporation did not file any reports on Form 8-K during the six months ended June 30, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date August 10, 2000 LSB BANCSHARES., INC. --------------------- (Registrant) By: /s/ Monty J. Oliver ------------------- Monty J. Oliver Chief Financial Officer Principal Accounting Officer