UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET, N.W.
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from___to___.Commission File No. 028250
CNS BANCORP, INC.
Delaware
43-1738315
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
427 Monroe Street, Jefferson City, Missouri 65101
Registrant's telephone number, including area code (573) 634-3336
Not applicable
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding September
30, 1999
Common Stock, par value $.01 per share 1,418,286 Shares
CNS BANCORP, INC.
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
PAGE NO.
PART I - Financial Information
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II - Other Information 9
CNS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
ASSETS September 30, 1999 December 31,1998
Cash and due from depository institutions $10,703,050 $ 9,813,816
Securities available-for-sale $16,816,230 $17,715,083
Stock in Federal Home Loan Bank $ 662,500 $ 662,500
Loans held-for-sale, net $ 0 $ 1,767,075
Loans receivable, net $60,948,390 $61,699,912
Accrued interest receivable $ 563,157 $ 561,175
Real estate owned, net $ 621,551 $ 710,085
Premises and equipment, net $ 1,555,744 $ 1,611,454
Income tax receivable $ 462,117 $ 166,356
Other assets $ 561,846 $ 693,189
Total assets $92,894,585 $95,400,645
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $70,130,759 $72,689,165
Borrowed funds $ 551,165 $ 570,983
Advances from borrowers for taxes and insurance $ 187,502 $ 34,287
Accrued expenses and other liabilities $ 433,369 $ 365,419
Total liabilities $71,302,795 $73,659,854
Common stock $ 16,531 $ 16,531
Additional paid-in-capital $16,136,000 $16,121,656
Retained earnings, substantially restricted $11,156,813 $11,007,233
Treasury Stock ($3,585,067) ($3,182,279)
Deferred compensation-ESOP ($852,903) ($951,361)
Deferred compensation -MRDP ($568,262) ($723,243)
Investments held in trust for Exec. Def. Comp. Plan ($96,887) ($94,258)
Accumulated other comprehensive income ($614,435) ($453,488)
Total stockholders' equity $ 21,591,790 $21,740,791
Total liabilities and stockholders' equity $92,894,585 $95,400,645
See accompanying notes to consolidated financial statements.
CNS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
Sept 30 Sept 30 Sept 30 Sept 30
1999 1998 1999 1998
INTEREST INCOME
Mortgage loans $1,083,917 $1,251,171 $3,367,038 $3,833,430
Consumer and other loans $ 76,279 $ 53,348 $ 226,702 $ 142,294
Investment securities $ 73,795 $ 83,886 $ 205,160 $ 298,930
Mortgage-backed securities$ 101,781 $ 138,550 $ 325,690 $ 446,443
Other interest-earning assets$ 213,345 $ 180,895 $ 637,847 $ 459,785
Total interest income $1,549,117 $1,707,850 $4,762,437 $5,180,882
INTEREST EXPENSE
Deposits $ 782,366 $ 904,243 $2,417,374 $2,687,671
Borrowed money $ 9,017 $ 9,438 $ 27,073 $ 28,303
Total interest expense $ 791,383 $ 913,681 $2,444,447 $2,715,974
Net interest income $ 757,734 $ 794,169 $2,317,990 $2,464,908
PROVISION (BENEFIT) FOR
LOAN LOSSES $ (3,687 ) $ 38,526 $ (24,097) $ 52,536
Net interest income after
provision for loan losses $ 761,421 $ 755,643 $ 2,342,087 $2,412,372
NON-INTEREST INCOME
Loan servicing fees $ 23,976 $ 14,374 $ 68,223 $ 37,865
Income from real estate owned $ 750 $ 1,649 $ 3,450 $ 1,246
Net gain on sale of assets $ (11,163) $ 58,179 $ 68,488 $ 242,488
Other $ 34,579 $ 33,905 $ 106,287 $ 112,015
Total non-interest income$ 48,142 $ 108,107 $ 246,448 $ 393,614
NON-INTEREST EXPENSE
Compensation and benefits $ 345,849 $ 344,308 $1,039,369 $1,051,660
Occupancy and equipment $ 66,112 $ 65,361 $ 199,006 $ 191,836
Deposit insurance premiums $ 9,971 $ 11,067 $ 32,231 $ 33,907
Other $ 186,533 $ 139,898 $ 532,444 $ 475,121
Total non-interest expense $ 608,465 $ 560,634 $1,803,050 $1,752,524
Net income before income taxes $201,098 $ 303,116 $ 785,485 $1,053,462
PROVISION FOR INCOME TAXES $ 80,040 $ 122,698 $ 314,195 $ 421,370
Net income $ 121,058 $ 180,418 $ 471,290 $ 632,092
Other comprehensive income (loss), net of income taxes:
Unrealized gains (losses) on securities$(24,112) $(20,084) $(160,947)$(25,534)
Comprehensive income $ 96,946 $ 160,334 $ 310,343 $ 606,558
Earnings per share $ 0.09 $ 0.12 $ 0.35 $ 0.41
Diluted earnings per share $ 0.09 $ 0.11 $ 0.33 $ 0.38
Weighted average shares
outstanding $1,330,879 $1,514,288 $1,343,300 $1,533,595
Dividends per share $ 0.090 $ 0.075 $ 0.240 $ 0.195
See accompanying notes to consolidated financial statements.
CNS BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
Sept 30, 1999 Sept 30, 1998
Cash flows from operating activities:
Net Income $ 471,290 $ 632,092
Adjustments to reconcile net income to net cash flows
provided by (used for) operating activities:
Depreciation $ 95,664 $ 92,624
Provision (Benefit) for loan losses ($ 24,097) $ 52,537
Amortization of premiums and accretion
of discounts on securities available-for-sale $ 39,481 $ 81,977
Proceeds from the sale of loans held-for-sale $ 8,172,507 $12,662,790
Origination of loans held-for-sale ($ 6,377,624) ($12,969,988)
(Gain)/loss on sales of loans held-for-sale ($ 27,808) ($ 242,488)
ESOP expenses $ 1 33,336 $ 192,358
MRDP expenses $ 154,981 $ 154,981
Decrease (increase) in:
Accrued interest receivable ($ 1,982) $ 74,558
Other assets $ 131,343 $ 301,183
Income tax receivable ($ 173,838) $ 165,887
Increase (decrease) in:
Accrued expenses and other liabilities $ 65,321 $ 8,542
Net cash provided by (used for) operating activities $ 2,658,574 $ 1,207,053
Cash flows from investing activities:
Loans:
Loan (originations) and principal payments - net $ 9,380,499 $ 8,283,841
Purchases of:
Loans receivable ($ 8,604,880) ($ 6,173,508)
Securities available-for-sale ($ 2,163,972) ($ 1,050,000)
Proceeds from maturity or pay down of:
Securities available-for-sale $ 2,740,474 $ 4,933,475
Proceeds from sales of real estate owned $ 88,534 ($ 56,432)
Cash outflows for premises and equipment ($ 39,954) ($ 109,512)
Net cash provided by investing activities $ 1,400,701 $ 5,827,864
Cash flows from financing activities:
Net increase (decrease) in:
Deposits ($ 2,558,406) ($ 114,917)
Advances from borrowers for taxes and insurance $ 153,215 $ 157,484
Borrowed funds ($ 19,818) ($ 18,602)
Treasury stock purchased ($ 402,788) ($ 2,635,772)
Dividends paid to shareholders ($ 342,245) ($ 315,763)
Net cash provided by financing activities ($ 3,170,042) ($ 2,927,570)
Net increase (decrease) in cash and cash equivalents $ 889,233 $ 4,107,347
Cash and cash equivalents at beginning of period $ 9,813,816 $ 4,490,638
Cash and cash equivalents at end of period $ 10,703,050 $ 8,597,985
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest on deposits $ 421,598 $ 355,250
Income taxes $ 405,987 $ 344,604
See accompanying notes to consolidated financial statements.
CNS BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with Generally Accepted
Accounting Principles (GAAP) for interim financial information
and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments
necessary for a fair presentation have been included. The results of
operations and other data for the three months and nine months
ended September 30, 1999 are not necessarily indicative of results
that may be expected for the entire fiscal year ending December 31,
1999.
The unaudited consolidated financial statements include the
amounts of CNS Bancorp, Inc. (Company) and its wholly-owned
subsidiary, City National Savings Bank, FSB (Savings Bank) and
the Savings Bank's wholly-owned subsidiary, Parity Insurance
Agency, Inc., and its wholly-owned subsidiary, City National Real
Estate, Inc., for the three months and nine months ended September
30, 1999. Material intercompany accounts and transactions have
been eliminated in consolidation.
(2) Employee Stock Ownership Plan
The Savings Bank has established for eligible employees an
Employee Stock Ownership Plan (ESOP). The ESOP borrowed
$1,322,500 from the Company and purchased 132,250 shares of the
Company's common stock. The Savings Bank is expected to make
scheduled discretionary cash contributions to the ESOP sufficient to
service the amount borrowed. The $1,322,500 in stock issued by
the Company is reflected in the accompanying consolidated
financial statements as a charge to unearned compensation and a
credit to common stock and paid-in capital. The unamortized
balance of unearned compensation is shown as a deduction of
stockholders' equity. The unpaid balance of the ESOP loan is
eliminated in consolidation.
(3) Earnings Per Share
Earnings per share (EPS) for the quarter ended September 30, 1998
and 1999 were calculated as follows:
1998 1999
Weighted Weighted
Average Average
Shares Per-share Shares Per-share
(denominator) amount (denominator) amount
Basic EPS 1,514,288 $0.119 1,330,879 $0.091
Effect of dilutive shares
Unallocated ESOP Shares 98,418 85,290
Stock options 236 0
Diluted EPS 1,612,942 $0.112 1,416,169 $0.085
Management Discussion and Analysis of
Financial Condition and Results of Operation
General
The principal business of CNS Bancorp, Inc. ("Company") consists of
directing the business of City National Savings Bank, FSB. ("Savings
Bank"). Therefore, the discussion in the Managements's Discussion and
Analysis of Financial Condition and Results of Operation relates to the
Savings Bank and its operations.
Merger with Exchange National Bancshares, Inc.
Pursuant to an Agreement and Plan of Merger dated as of October
27, 1999, by and between the Company and Exchange National Bancshares,
Inc. ("Exchange"), the Company has agreed to merge with a subsidiary of
Exchange with the subsidiary being the surviving corporation. Immediately
after this merger, the Savings Bank will merge with Exchange National
Bank of Jefferson City ("Exchange National Bank"), with Exchange
National Bank being the surviving institution. As a result of this
transaction, the Company and the Savings Bank will cease to exist.
Exchange intends to operate the Savings Bank's Tipton, St. Robert and
California, Missouri offices as branches of Exchange National Bank and to
consolidate the Bank's two Jefferson City offices with Exchange National
Bank's existing offices in Jefferson City. Under the merger agreement,
each outstanding share of the Company's common stock will automatically
become exchangeable for $8.80 in cash and 0.15 of a share of Exchange
common stock. The merger consideration is subject to downward
adjustment if the Company's adjusted net worth falls below $20.95 million.
The merger is subject to approval of the holders of a majority of the
outstanding stock of the Company and to regulatory approval. It is
anticipated that the transaction will be submitted to a vote of the Company's
shareholders in the second quarter of next year.
Liquidity and Capital Resources
The Savings Bank's principal sources of funds are cash receipts from
deposits, loan repayments by borrowers and net earnings. The Savings
Bank had $551,000 borrowed from the Federal Home Loan Bank of Des
Moines (FHLB) at September 30, 1999 and an agreement with the FHLB to
provide additional cash advances should the need arise.
For regulatory purposes, liquidity is measured as a ratio of cash and certain
investments to withdrawable deposits. The minimum level of liquidity
required by regulation is presently 4%. The Savings Bank's liquidity ratio
was 26.62% at September 30, 1999.
Commitments to originate mortgage loans and unfunded loans in process
were approximately $990,000 and $3.2 million respectively at September
30, 1999.
The thrift industry historically has accepted interest rate risk as a part of
its operating philosophy. Long-term, fixed-rate loans were funded with
deposits which adjust to market interest rates more frequently. From the
early 1980's up until 1996, the Savings Bank has originated primarily
adjustable-rate mortgage loans for its loan portfolio. In early 1996 the
Savings Bank began keeping some of the fixed rate loans it originates. As
of September 30, 1999 the Savings Bank held adjustable-rate mortgage
loans of $41 million or 72.46% of total mortgage loans.
The Savings Bank is required to meet certain tangible, core and risk-based
capital requirements. The following table presents the Savings Bank's
capital position relative to its minimum regulatory capital requirements at
September 30, 1999:
Percent of Adjusted
Amount Total Assets
Unaudited
(Dollars in Thousands)
Tangible capital $18,191 20.02%
Tangible capital requirement $1,363 1.50%
Excess $16,828 18.52%
Core capital $18,191 20.02%
Core capital requirement$3,634 4.00%
Excess $14,557 16.02%
Risk-based capital $18,564 39.86%
Risk-based capital requirement $3,726 8.00%
Excess $14,838 31.86%
Financial Condition
Assets decreased from $95.4 million at December 31, 1998 to $92.8 million
at September 30, 1999. Cash and due from depository institutions increased
from $9.8 million at December 31, 1998 to $10.7 million at September 30,
1999 due primarily to loan sales and repayments. Securities available-for-
sale decreased from $17.7 million at December 31, 1998 to $16.8 million at
September 30, 1999. Loans held-for-sale and loans receivable, net
decreased from $63.5 million at December 31, 1998 to $61.0 million at
September 30, 1999 due to repayments and loan sales during the period.
Real estate owned, net decreased from $710,000 at December 31, 1998 to
$622,000 at September 30, 1999 due to an increase in the Company's
ownership interest in the Briar Pointe LLC partially offset by the sale of
three lots in that project.
Deposits decreased from $72.7 million at December 31, 1998 to $70.1
million at September 30, 1999.
It is the policy of the Savings Bank to cease accruing interest on loans 90
days or more past due. Nonaccrual loans decreased from $156,000 at
December 31, 1998 to $0 at September 30, 1999 as a result of the loan
being paid current.
Results of Operations
Net income decreased $59,000 for the three months ended September 30,
1999 and $161,000 for the nine months ended September 30, 1999
compared to the same periods in 1998. The primary reasons for the
decrease in net earnings were decreases in net interest income and non-
interest income and an increase in provision for loan losses which was
partially offset by a decrease in non-interest expense and provision for
income taxes.
Net Interest Income
Net interest income decreased from $794,000 for the three months ended
September 30, 1998 to $758,000 for the three months ended September 30,
1999 and from $2.5 million for the nine months ended September 30, 1998
to $2.4 million for the nine months ended September 30, 1999. The
primary reasons for the decrease in net interest income were decreases in
interest income from mortgage loans, investment securities and mortgage-
backed securities which was partially offset by an increase in interest
income from consumer and other loans and other interest-earning assets
and a decrease in interest expense on deposits and borrowed money.
Interest income from mortgage loans decreased $167,000 and $466,000 for
the three months and nine months ended September 30, 1999, respectively,
compared to the same periods in 1998. The primary reason for the decrease
in interest income from mortgage loans is a reduction in the average
mortgage loan balance and yield in 1999 compared to 1998. The decrease
in average balance is due to repayments and sale of loans. Interest income
from investment securities decreased due to a decrease in the average
investment balance and a lower yield in 1999 compared to 1998. Interest
income from mortgage-backed-securities decreased due to the continued
reduction in balance from repayments. Interest income from consumer and
other loans increased $23,000 for the three months and $84,000 for the nine
months ended September 30, 1999 compared to the same periods in 1998.
The primary reason for the increase in interest income from consumer and
other loans is an increase in the average balance of commercial loans.
Interest income from other interest-earning assets increased $32,000 for the
three months and $178,000 for the nine months ended September 30, 1999
compared to the same periods in 1998. The primary reason for the increase
in income from other interest-earning assets is an increase in the average
balance on deposit with the FHLB this year compared to the prior year. The
increase in deposit balance is the result of the aforementioned loan sales and
repayments. Interest expense on deposits decreased $122,000 for the three
months and $270,000 for the nine months ended September 30, 1999
compared to the same period in 1998. The primary reason for the decrease
in interest expense on deposits is a decrease in the average deposit balance
and a decrease in average rate this year compared to last year.
Provision for Loan Losses
Provision for loan losses is based upon management's consideration of
economic conditions which may affect the ability of borrowers to repay their
loans. Management also reviews individual loans for which full
collectibility may not be reasonably assured and considers, among other
matters, the risks inherent in the Bank's portfolio and the estimated fair
value of the underlying collateral. This evaluation is ongoing and results in
variations in the Bank's provision for loan losses. As a result of this
evaluation, the Bank's provision for loan losses decreased from a $39,000
provision for loan losses for the three months ended September 30, 1998 to
a $4,000 recovery from the allowance for loan losses for the three months
ended September 30, 1999 and decreased from a $53,000 provision for loan
losses for the nine months ended September 30, 1998 to a $24,000 recovery
from the allowance for loan losses for the nine months ended September 30,
1999. The decrease in provision for loan losses during 1999 was primarily
due to a reduction in classified assets when a large commercial real estate
loan, which had been delinquent was paid current.
Non-interest Income
Non-interest income decreased $60,000 for the three months ended
September 30, 1999 and $147,000 for the nine months ended September 30,
1999 compared to the same periods in 1998. The decrease in non-interest
income in 1999 was primarily due to the decrease in gain on sale of loans
and other non-interest income which was partially offset by an increase in
loan servicing fees and income from real estate owned. The Company sold
no loans to Freddie Mac during the third quarter of 1999 and $4.7 million
during the first nine months of 1999 compared to $2.2 million during the
third quarter of 1998 and $12.4 million during the first none months of
1998.
Non-interest Expense
Non-interest expense increased $48,000 for the three months ended
September 30, 1999 and increased $51,000 for the nine months ended
September 30, 1999 compared to the same periods in 1998. The increase in
non-interest expense during the third quarter of 1999 is due primarily to a
increase in compensation and other benefits and other noninterest expense
which was partially offset by a decrease in deposit insurance premiums.
The increase in other noninterest expense for the nine months ended
September 30, 1999 was primarily due to the amortization of mortgage
servicing rights. The decrease in compensation and benefits is due
primarily to decrease in compensation expense for the ESOP due to a lower
average share price during the first quarter of 1999 as compared to the first
quarter of 1998.
Provision for Income Taxes
Income taxes decreased $43,000 for the three months ended September 30,
1999 and $107,000 for the nine months ended September 30, 1999
compared to the same periods in 1998.
Year 2000 Considerations
The Company has a Year 2000 Action Plan which management is using to
identify and correct Year 2000 compliance issues. The Company has
reviewed all services and operation components to identify technical and
non-technical issues. Having identified internal components and external
components, the Company has replaced its computer hardware with Year
2000 compliant equipment. The Company has requested third party
providers to insure Year 2000 compliance with software and services and
has required testing of these services to assure compliance. All third party
providers have identified Year 2000 issues and have completed revisions to
systems and software to become Year 2000 compliant.
The primary service provider for the Company is Fiserv who provides data
processing. Fiserv has provided the Company with 'proxy' test results
indicating Year 2000 compliance. The Company completed the
connectivity testing with Fiserv during the first quarter of 1999.
The Company has completed the testing phase of the Year 2000 Action
Plan. This required the testing of systems and software to insure continued
service to customers until and beyond the Year 2000. All systems have
passed the testing phase, all functional problems were identified and
remedied. Failure to remedy Year 2000 issues could result in an
interruption of service to customers.
The costs incurred to date and all future costs by the Company for Year
2000 compliance have been and are expected to be immaterial to the
financial statements.
The Company is not able to estimate the potential loss of revenue due to the
Year 2000 issue, since the exact impact and longevity of any potential
problems cannot be predicted. However, because the majority of the loan
portfolio consists of residential mortgages, management believes the Year
2000 issue will not impair these borrowers' ability to repay their debt.
The Company is preparing for the event of different systems not being Year
2000 capable as of January 1, 2000. Any system found to be not in
compliance will be handled manually or by another provider that is Year
2000 compliant. There can be no assurances the Company's Year 2000
Action Plan will effectively address the Year 2000 issue. Partial or total
system failures would have an adverse effect on the Company's operations
and could result in a material financial impact.
CNS BANCORP, INC. AND SUBSIDIARIES
PART II - Other Information
Item 1 - Legal Proceeding
There are no material legal proceedings to which the Company or
the Savings Bank is a party or to which any of their property is
subject. From time to time, the Savings Bank is a party to various
legal proceedings incident to its business.
Item 2 - Changes in Securities None.
Item 3 - Defaults upon Senior Securities Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders None
Item 5 - Other Information-Subsequent Events None
Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K: No reports on Form 8-K have been
filed during the quarter for which this report is filed.
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.
CNS BANCORP,
INC.
(Registrant)
DATE: November 9, 1999 BY: Robert E. Chiles,
President and
Duly Authorized
Officer
BY: David L. Jobe,
Treasurer and
Chief Financial
Officer