UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 25049
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1997
-------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-27620
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Green Street Financial Corp
---------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1951478
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
241 Green Street
Fayetteville, North Carolina 28301-5051
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(Address of principal executive office) (Zip code)
(910)-483-3681
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(Registrant's telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check x whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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
--------- -------
As of February 6, 1998 there were issued and outstanding 4,298,125 shares of the
Registrant's common stock, no par value.
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Green Street Financial Corp and Subsidiary
CONTENTS
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PART I - FINANCIAL INFORMATION Pages
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Item 1. Condensed Consolidated Financial Statements
Statements of financial condition at September 30, 1997 and
December 31, 1997 (unaudited) 1-2
Statements of income for the three months ended December 31, 1996
(unaudited) and December 31, 1997 (unaudited) 3
Statements of cash flows for the three months ended December 31,
1996 (unaudited) and December 31, 1997 (unaudited) 4-5
Notes to condensed consolidated financial statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
<PAGE>
GREEN STREET FINANCIAL CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, 1997 and September 30, 1997
December 31, September 30,
ASSETS 1997 1997
- --------------------------------------------------------------------------------
(Unaudited)
Cash and short-term cash investments:
Interest-earning $ 24,138,855 $ 29,414,597
Noninterest-earning 242,924 555,043
Federal funds sold 3,140,000 3,118,000
Investment securities:
Held to maturity , at amortized cost 19,500,000 13,500,000
Nonmarketable equity securities 1,170,889 1,170,889
Loans receivable, net 130,233,244 128,945,951
Accrued interest receivable, investments 254,535 222,716
Property and equipment, net 308,985 306,794
Prepaid expenses and other assets 710,310 727,688
-----------------------------
Total Assets $179,699,742 $177,961,678
=============================
See Notes to Condensed Consolidated Financial Statements.
1
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<TABLE>
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December 31 September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997
- --------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Liabilities:
Deposits $114,347,656 $ 112,641,893
Advance payments by borrowers for taxes and 530,266 250,662
insurance
Income taxes payable 408,700 243,000
Accrued expenses and other liabilities 251,104 375,080
Dividends payable 472,794 1,117,513
Deferred compensation 383,252 387,847
-----------------------------
Total liabilities 116,393,772 115,015,995
-----------------------------
Stockholders' equity:
Preferred stock, no par value, authorized
1,000,000 shares; none issued - -
Common stock, no par value, authorized
10,000,000 shares; issued 4,298,125 shares - -
Additional paid-in capital 41,871,684 41,816,239
Note receivable, ESOP (2,145,000) (2,210,000)
Retained earnings, substantially restricted 23,579,286 23,339,444
-----------------------------
Total stockholders' equity 63,305,970 62,945,683
-----------------------------
Total liabilities and stockholders' equity $179,699,742 $ 177,961,678
=============================
</TABLE>
2
<PAGE>
GREEN STREET FINANCIAL CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended December 31, 1997 and 1996
1997 1996
- --------------------------------------------------------------------------------
Interest and dividend income:
Loans $2,623,634 $ 2,528,716
Investments 717,908 726,962
--------------------------
Total interest income 3,341,542 3,255,678
Interest expense 1,459,877 1,368,773
--------------------------
Net interest income 1,881,665 1,886,905
Provision for loan losses - -
--------------------------
Net interest income after provision for
loan losses 1,881,665 1,886,905
--------------------------
Noninterest income 20,779 27,156
--------------------------
Noninterest expense:
Compensation and employee benefits 589,578 572,745
Other 217,375 297,460
--------------------------
806,953 870,205
--------------------------
Income before income taxes 1,095,491 1,043,856
Income taxes 406,450 403,865
--------------------------
Net income $ 689,041 $ 639,991
==========================
Basic earnings per share $ 0.17 $ 0.16
==========================
Diluted earnings per share $ 0.17 $ 0.16
==========================
Dividends paid per share $ 0.11 $ 0.10
==========================
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
GREEN STREET FINANCIAL CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended December 31, 1997 and 1996
1997 1996
- -------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net income $ 689,041 $ 639,991
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,000 9,679
Net gain on disposal of real estate acquired
in settlement of loans -- (12,354)
Increase in deferred income taxes 3,000 321,000
Increase (decrease) in deferred compensation (4,595) (3,602)
ESOP compensation charged to paid-in capital 55,445 34,840
Changes in assets and liabilities:
(Increase) decrease in:
Prepaid expenses and other assets 17,378 (60,617)
Accrued interest receivable (31,819) 111,531
Increase (decrease) in:
Accrued expenses and other liabilities (126,976) 52,451
Accrued SAIF assessment -- (792,868)
Income taxes payable 165,700 38,400
----------- ----------
Net cash provided by operating activities 776,174 338,451
----------- ----------
Net increase in loans receivable (1,287,293) (384,531)
Proceeds from sale of real estate acquired in
settlement of loans -- 46,779
Proceeds from maturities of held to maturity 3,000,000 12,000,000
investment securities
Purchase of held to maturity investment
securities (9,000,000) --
Purchase of property and equipment (11,191) (2,578)
----------- ----------
Net cash provided by (used in) investing
activities (7,298,484) 11,659,670
----------- ----------
4
<PAGE>
GREEN STREET FINANCIAL CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Financing Activities
Net increase in deposits $ 1,705,763 $ 502,410
Principal payment for ESOP debt 65,000 65,000
Cash dividends paid (1,093,918) (1,012,781)
Increase in advance payments by borrowers
for taxes and insurance 279,604 276,273
----------------------------
Net cash used in financing activities 956,449 (169,098)
----------------------------
Net increase (decrease) in cash and cash
equivalents (5,565,861) 11,829,023
Cash and cash equivalents:
Beginning 33,087,640 35,481,906
----------------------------
Ending $ 27,521,779 $ 47,310,929
============================
Cash and cash equivalents:
Cash and short-term investments:
Interest-bearing $ 24,138,855 $ 45,838,379
Noninterest-bearing 242,924 237,412
Federal funds sold 3,140,000 1,235,138
----------------------------
$ 27,521,779 $ 47,310,929
============================
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $ 1,462,315 $ 1,364,072
============================
Income taxes $ 223,750 $ 19,643
============================
Supplemental Disclosure of Non-cash Investing and
Financing
Activities:
Dividends declared and accrued $ 472,794 $ 405,763
============================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
GREEN STREET FINANCIAL CORP AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 1. Nature of Business
Green Street Financial Corp (the "Corporation") was incorporated under the laws
of the State of North Carolina for the purpose of becoming the savings and loan
holding company of Home Federal Savings and Loan Association (the "Association"
or "Home Federal") in connection with the Association's conversion from a
federally chartered mutual savings and loan association to a federally chartered
stock savings and loan association, pursuant to its Plan of Conversion. The
Corporation was organized in December 1995 to acquire all of the common stock of
Home Federal upon its conversion to stock form. A subscription offering of the
Corporation's shares closed on April 3, 1996, at which time the Corporation
acquired all of the shares of the Association and commenced operations. The
financial statements of the Corporation are presented on a consolidated basis
with those of Home Federal, although the Corporation did not own any shares of
the Association and had no assets, liabilities, equity or operations at any date
prior to April 3, 1996.
The Corporation has no operations and conducts no business of its own other than
owning Home Federal, investing its portion of the net proceeds received in the
Conversion, and lending funds to the Employee Stock Ownership Plan (the "ESOP")
which was formed in connection with the Conversion. The principal business of
the Association is accepting deposits from the general public and using those
deposits and other sources of funds to make loans secured by real estate and
other forms of collateral located in the Association's primary market area of
Cumberland and Robeson counties in North Carolina.
Home Federal's results of operations depend primarily on its net interest
income, which is the difference between interest income from interest-earning
assets and interest expense on interest-bearing liabilities. The Association's
operations are also affected by noninterest income, such as miscellaneous income
from loans, customer deposit account service charges, and other sources of
revenue. The Association's principal operating expenses, aside from interest
expense, consist of compensation and associated benefits, federal deposit
insurance premiums, occupancy costs, advertising, and other general and
administrative expenses.
Note 2. Basis of Presentation
The accompanying unaudited consolidated financial statements (except for the
statement of financial condition at September 30, 1997, which is audited) have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
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 (none of
which were other than normal recurring accruals) necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included. The results of operations for the three month
period ended December 31, 1997 are not necessarily indicative of the results of
operations that may be expected for the year ended September 30, 1998 or any
other interim period.
6
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GREEN STREET FINANCIAL CORP AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 2. Basis of Presentation (Continued)
The accounting policies followed are as set forth in Note 1 of the Notes to
Consolidated Financial Statements in the 1997 annual report of the Corporation.
Note 3. Dividends Declared
On December 29, 1997, the Board of Directors of the Corporation declared a
dividend of $ .11 a share for stockholders of record as of January 12, 1998 and
payable on January 23, 1998. The dividends declared were accrued and reported as
other liabilities in the December 31, 1997 consolidated statement of financial
condition.
Note 4. Earnings Per Share
As required, the Corporation adopted statement of Financial Accounting Standards
No. 128 during the quarter ended December 31, 1997. This statement requires dual
presentation of basic and diluted earnings per share (EPS) with a reconciliation
of the numerator and denominator of the EPS computations. Basic per share
amounts are based on the weighted average shares of common stock outstanding.
Diluted earnings per share assume the conversion, exercise or issuance of all
potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for all periods
presented. The basic and diluted weighted average shares outstanding are as
follows:
1997 1996
----------------------
Weighted average shares outstanding 4,298,125 4,298,125
Less unallocated ESOP shares 217,750 240,500
----------------------
Weighted average outstanding shares used for 4,080,375 4,057,625
basic EPS
Plus incremental shares from assumed issuance
of stock options 83,330 14,526
----------------------
Weighted average outstanding shares used for
diluted EPS 4,163,705 4,072,151
======================
7
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GREEN STREET FINANCIAL CORP AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Comparison of Financial Condition at December 31, 1997 and September 30, 1997:
Total assets increased by $1.7 million during the first quarter to $179.7
million at December 31, 1997. The only significant change in the component of
the Corporation's assets during the quarter was that $6.0 million in short term
interest earning assets were placed in investment securities at December 31,
1997. Investments and other short term interest earning assets amounted to $47.9
million at December 31, 1997. Net loans receivable increased by $1.3 million
during the quarter and amounted to $130.2 million at December 31, 1997.
Approximately 99% of the Corporation's assets were interest earning at December
31, 1997, and approximately 72% of such interest earning assets were held in the
form of loans receivable.
Savings deposits increased by $1.7 million during the quarter and amounted to
$114.3 million at December 31, 1997. The Association had no borrowings
outstanding during or at the end of the three month period ended December 31,
1997, but has guaranteed the repayment of the ESOP's note payable to the
Corporation which was originated on April 3, 1996 in order for the ESOP to
purchase 260,000 shares of common stock in the Corporation. The Corporation's
note receivable from the ESOP, which amounted to $2.1 million at December 31,
1997 net of a $65,000 principal repayment during the quarter, is reported as a
reduction of stockholders' equity. Retained earnings increased by $.2 million to
$23.6 million at December 31, 1997, which is attributable to the Corporation's
consolidated earnings during the three months ended December 31, 1997, less
dividends accrued for the quarter.
At December 31, 1997, the Corporation's stockholders' equity amounted to $63.3
million, which as a percentage of total assets was 35.2%. As a Federally
chartered savings and loan association, the Association is required to meet
three separate capital standards established by the Office of Thrift Supervision
(OTS). The Association's stand-alone equity was $44.9 million at December 31,
1997 and was substantially in excess of all such capital requirements.
The Association's level of nonperforming loans, defined as loans past due 90
days or more, as a percentage of loans outstanding, was .10% and .13% at
December 31, 1997 and September 30, 1997, respectively. The Association's level
of nonperforming loans was .15% at December 31, 1996. During the quarter ended
December 31, 1997, the Association's level of nonperforming loans remained
consistently low in relation to prior periods and total loans outstanding, and
the Association did not incur any loan losses. Based on management's analysis of
the adequacy of its allowances at December 31, 1997, no additional provision for
loan losses was made during the quarter.
8
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GREEN STREET FINANCIAL CORP AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Comparison of Operating Results for the Three Months Ended December 31, 1997 and
1996:
General. Net income for the three month period ended December 31, 1997 was
$689,000, a 7.7% increase over the $640,000 earned during the same period in
1996. As discussed below, the increase in net income was primarily attributable
to a decrease in noninterest expense for the 1997 quarter.
Interest income. Interest income increased by $86,000 from $3.3 million for the
three months ended December 31, 1996 to $3.4 million for the three months ended
December 31, 1997. The increase was attributable to a higher level of
interest-earning assets outstanding during the first quarter of this year in
comparison to the same quarter a year earlier.
Interest expense. Interest expense increased by $91,000 from $1.4 million for
the three months ended December 31, 1996 to $1.5 million for the three months
ended December 31, 1997. The primary cause for this increase was the increase in
savings deposits from $111.9 million at December 31, 1996 to $114.3 million at
December 31, 1997. In addition, the Association's average cost of funds, which
approximated 4.90% for the quarter ended December 31, 1996, was approximately 22
basis points higher in the quarter ended December 31, 1997.
Net interest income. Net interest income remained constant for the three months
ended December 31, 1997 compared to the three months ended December 31, 1996.
There was a minimal decrease of $5,000 in the December 31, 1997 quarter from the
December 31, 1996 quarter.
Provision for loan losses. Based on management's analysis of the adequacy of its
allowances at December 31, 1997 and 1996, no provisions for loan losses were
made during the quarters. Provisions, which are charged to operations, and the
resulting loan loss allowances are amounts the Association's management believes
will be adequate to absorb losses on existing loans that may become
uncollectible. Loans are charged off against the allowance when management
believes that collectibility is unlikely. The evaluation to increase or decrease
the provision and resulting allowances is based both on prior loan loss
experience and other factors, such as changes in the nature and volume of the
loan portfolio, overall portfolio quality, and current economic conditions. The
Association's level of nonperforming loans has remained consistently low in
relation to prior periods and total loans outstanding, and the Association did
not charge off any loans during either of the three month periods ended December
31, 1997 and 1996. At December 31, 1997, the Association's level of general
valuation allowances for loan losses amounted to $255,000, which management
believes is adequate to absorb potential losses in its loan portfolio.
Noninterest income. Noninterest income has historically been immaterial in
relation to the Association's overall operations. Noninterest income amounted to
$27,000 and $21,000 for the quarters ended December 31, 1996 and 1997,
respectively.
Noninterest expense. Noninterest expense decreased by $63,000 to $807,000 for
the three month period ended December 31, 1997 from $870,000 for the comparable
quarter in 1996. The decrease in noninterest expense is principally due to a
decrease in deposit insurance expense. Total deposit insurance expense decreased
form $81,000 in the 1996 quarter to $29,000 in the 1997 quarter. Other
9
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GREEN STREET FINANCIAL CORP AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
noninterest expense decreased by $37,000 during the current quarter as compared
to the same quarter a year earlier due primarily to other expenses associated
with operating as a public company in 1996.
As a part of the Conversion, the Corporation established an ESOP that acquired
260,000 shares of the stock offered in the Conversion with funds provided in the
form of a loan from the Corporation. The loan is expected to be repaid over a
ten year period with funds provided by the Association sufficient to amortize
the debt. The expense associated with the ESOP is reported in accordance with
SOP 93-6 "Employers' Accounting for Employee Stock Ownership Plans."
Capital Resources and Liquidity. The term "liquidity" generally refers to an
organization's ability to generate adequate amounts of funds to meet its needs
for cash. More specifically for financial institutions, liquidity insures that
adequate funds are available to meet deposit withdrawals, fund loan and capital
expenditure commitments, maintain reserve requirements, pay operating expenses,
and provide funds for debt service, dividends to stockholders, and other
institutional commitments. Funds are primarily provided through financial
resources from operating activities, expansion of the deposit base, borrowings,
through the sale or maturity of investments, the ability to raise equity
capital, or maintenance of shorter term interest-earning deposits.
During the three month period ended December 31, 1997, cash and cash
equivalents, a significant source of liquidity, decreased by approximately $5.6
million. The decrease is primarily a result of the purchase of $6.0 million of
investment securities during the quarter.
As a federally chartered savings association, Home Federal must maintain a daily
average balance of liquid assets equal to at least 4% of withdrawable deposits
and short-term borrowings. The Association's liquidity ratio at December 31,
1997, as computed under OTS regulations, was considerably in excess of such
requirements. Given its excess liquidity and its ability to borrow from the
Federal Home Loan Bank, the Association believes that it will have sufficient
funds available to meet the anticipated future loan commitments, unexpected
deposit withdrawals, and other cash requirements.
Year 2000 Issue. The Year 2000 Issue relates to whether computer systems will
properly recognize and process date sensitive information on and after January
1, 2000. Systems that do not properly recognize such information could generate
erroneous data or fail. The Company is heavily dependent on computer systems in
the conduct of substantially all of its business activities. The Company is
conducting a comprehensive review of its computer systems, including its core
processing systems maintained by an independent data processing service center,
to identify the systems that could be affected by the Year 2000 Issue. Upon
completion of the assessment phase of the review, management expects to identify
the corrective action required to ensure that the Company's internal and
vendor-maintained systems that are date sensitive are Year 2000 compliant and to
test all such systems prior to the year 2000.
Because the Company has not completed its review of the computer systems,
management is unable to estimate the cost of making all its systems Year 2000
compliant.
10
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings at the
present time. From time to time, the Association is a party to
legal proceedings within the normal course of business wherein
it enforces its security interest in loans made by it, and
other matters of a similar nature.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) 27. Financial Data Schedule (electronic filing only)
(b) No reports on 8-K were filed for the period covered by
this report.
11
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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.
Green Street Financial Corp
Dated February 11, 1998 By: s/s H. D. Reaves, Jr.
------------------------- -----------------------------
H. D. Reaves, Jr.
President and CEO
Dated February 11, 1998 By: s/s John C. Pate
------------------------- -----------------------------
John C. Pate
Senior Vice President and CFO
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 243
<INT-BEARING-DEPOSITS> 24,139
<FED-FUNDS-SOLD> 3,140
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 20,671
<INVESTMENTS-MARKET> 20,690
<LOANS> 130,488
<ALLOWANCE> 255
<TOTAL-ASSETS> 179,700
<DEPOSITS> 114,348
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,046
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 41,872
<TOTAL-LIABILITIES-AND-EQUITY> 179,700
<INTEREST-LOAN> 2,624
<INTEREST-INVEST> 718
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 3,342
<INTEREST-DEPOSIT> 1,460
<INTEREST-EXPENSE> 1,460
<INTEREST-INCOME-NET> 1,882
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 807
<INCOME-PRETAX> 1,095
<INCOME-PRE-EXTRAORDINARY> 689
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 689
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
<YIELD-ACTUAL> 4.22
<LOANS-NON> 129
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 255
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 255
<ALLOWANCE-DOMESTIC> 255
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
