SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________.
Commission File No. 0-23763
Quitman Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2365866
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
602 East Screven Street, Quitman, Georgia 31643
----------------------------------------------------
(Address of Principal Executive Offices)
(912) 263-7538
- --------------------------------------------------------------------------------
Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
----------- -------------
Number of shares of Common Stock outstanding as of December 31, 1999: 507,262
Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
QUITMAN BANCORP, INC.
Contents
--------
Page(s)
-------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................3
Item 2. Management's Discussion and Analysis or Plan of Operation......10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..............................................14
Item 2. Changes in Securities and Use of Proceeds......................14
Item 3. Defaults upon Senior Securities................................14
Item 4. Submission of Matters to a Vote of Security Holders............14
Item 5. Other Information..............................................14
Item 6. Exhibits and Reports on Form 8-K...............................14
Signatures..............................................................16
2
<PAGE>
PART I. FINANCIAL INFORMATION
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
ASSETS
------
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ ----------
(Unaudited)
<S> <C> <C>
Cash and Cash Equivalents:
Cash and amounts due from depository
institutions $ 1,879,447 1,706,799
Interest-bearing deposits in other banks 367,452 261,896
------------ ------------
Total Cash and Cash Equivalents 2,246,899 1,968,695
Investment securities:
Available-for-sale 6,218,972 6,558,701
Loans receivable - net of allowance for loan
losses and deferred origination fees 42,180,302 41,120,768
Office properties and equipment, at cost, net of
accumulated depreciation 1,571,042 1,601,398
Real estate and other property acquired
in settlement of loans 134,075 139,045
Accrued interest receivable 445,651 514,290
Investment required by law-stock in Federal
Home Loan Bank, at cost 286,700 286,700
Cash value of life insurance 544,755 482,354
Other assets 240,013 170,198
------------ ------------
Total Assets $ 53,868,409 52,842,149
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits $ 42,475,897 41,993,095
Advances from Federal Home Loan Bank 3,500,000 2,500,000
Accrued interest payable 358,863 303,512
Income taxes payable 62,241 1,312
Other liabilities 29,630 369,230
------------ ------------
Total Liabilities 46,426,631 45,167,149
------------ ------------
Stockholders' Equity:
Common stock, $.10 par value, 4,000,000
shares authorized, 661,250 shares
issued and 507,262 shares outstanding
December 31, 1999 (533,960 September 30,
1999) 66,125 66,125
Preferred stock, no par value, 1,000,000
shares authorized, no shares issued
or outstanding -0- -0-
Additional paid in capital 6,135,412 6,135,412
Retained Earnings 3,524,217 3,491,984
Accumulated other comprehensive income (loss) (115,802) (77,699)
------------ ------------
9,609,952 9,615,822
Receivable from employee stock ownership plan (449,650) (502,550)
Treasury stock, 15,000 shares at cost (1,718,524) (1,438,272)
------------ ------------
Total Stockholders' Equity 7,441,778 7,675,000
------------ ------------
Total Liabilities and Stockholders' Equity $ 53,868,409 52,842,149
============ ============
</TABLE>
3
<PAGE>
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
QUARTER ENDED
DECEMBER 31,
-------------------------
1999 1998
----------- ----------
(Unaudited) (Unaudited)
Interest Income:
Loans receivable:
First mortgage loans $ 883,821 788,680
Consumer and other loans 70,323 54,318
Interest on FHLMC Pool 31 50
Investment securities 99,109 88,880
Interest-bearing deposits 5,590 6,062
Federal funds sold -0- 356
----------- -----------
Total Interest Income 1,058,874 938,346
----------- -----------
Interest Expense:
Deposits 575,614 519,152
Interest on Federal Home Loan
Bank advances 41,446 10,161
----------- -----------
Total Interest Expense 617,060 529,313
----------- -----------
Net Interest Income 441,814 409,033
Provision for loan losses 15,000 10,000
----------- -----------
Net Interest Income After Provision for Losses 426,814 399,033
----------- -----------
Non-Interest Income:
Gain (loss) on sale of securities (7,060) 1,094
Gain on sale of other real estate 1,576 -0-
Service charges 22,619 3,971
Insurance commissions 3,377 361
Other income 13,779 9,524
----------- -----------
Total Non-Interest Income 34,291 14,950
----------- -----------
Non-Interest Expense:
Compensation 126,852 87,307
Other personnel expenses 63,190 34,246
Occupancy expenses of premises 12,206 6,095
Furniture and equipment expenses 53,320 37,788
Federal deposit insurance 6,069 5,251
Advertising 11,475 9,730
Office supplies 11,577 9,113
Legal expense 14,699 12,580
Charitable contributions 11,973 5,994
Accounting and auditing 13,150 13,300
Other operating expenses 75,671 51,926
----------- -----------
Total Non-Interest Expense 400,182 273,330
----------- -----------
Income Before Income Taxes 60,923 140,653
Provision for Income Taxes 28,690 51,171
----------- -----------
Net Income $ 32,233 89,482
=========== ===========
Earnings Per Share (Basic and Diluted) $ .07 $ .15
=========== ===========
4
<PAGE>
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE RECEIVABLE
COMMON PAID IN RETAINED INCOME FROM TREASURY
STOCK CAPITAL EARNINGS (LOSS) ESOP STOCK TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, September 30, 1998 $ 66,125 6,135,412 3,256,097 35,119 (529,000) -0- 8,963,753
Net income -0- -0- 89,482 -0- -0- -0- 89,482
Other comprehensive income (loss) -0- -0- -0- (11,187) -0- -0- (11,187)
Change in receivable from employee
stock ownership plan -0- -0- -0- -0- 26,450 -0- 26,450
Treasury stock acquired, 15,000
shares -0- -0- -0- -0- -0- (165,000) (165,000)
--------- --------- --------- -------- -------- ---------- ---------
Balances, December 31, 1998,
(Unaudited) 66,125 6,135,412 3,345,579 23,932 (502,550) (165,000) 8,903,498
====== ========= ========= ====== ======== ======== =========
Balance, September 30, 1999 66,125 6,135,412 3,491,984 (77,699) (502,550) (1,438,272) 7,675,000
Net income -0- -0- 32,233 -0- -0- -0- 32,233
Other comprehensive income (loss) -0- -0- -0- (38,103) -0- -0- (38,103)
Change in receivable from employee
stock ownership plan -0- -0- -0- -0- 52,900 -0- 52,900
Treasury stock acquired, 26,698
shares -0- -0- -0- -0- -0- (280,252) (280,252)
--------- --------- --------- -------- -------- ---------- ---------
Balances, December 31, 1999,
(Unaudited) $ 66,125 6,135,412 3,524,217 (115,802) (449,650) (1,718,524) 7,441,778
========= ========= ========= ======== ======== ========== =========
</TABLE>
5
<PAGE>
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
QUARTER ENDED DECEMBER 31,
---------------------------
1999 1998
------------ -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 32,233 89,482
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 37,192 20,941
Provision for loan losses 15,000 10,000
Amortization (Accretion) of securities 2,659 1,949
Gain on sale of foreclosed assets (1,576) -0-
Gain (loss) on sale of securities 7,060 (1,094)
Deferred income taxes 33 (3,832)
Change in Assets and Liabilities:
(Increase) Decrease in accrued interest receivable 68,639 22,488
Increase (Decrease) in accrued interest payable 55,351 53,316
Increase (Decrease) in other liabilities (119,600) (135,923)
Increase (Decrease) in income taxes payable (860) 8,581
(Increase) Decrease in other assets 11,570 (18,500)
----------- -----------
Net cash provided (used) by operating activities 107,701 47,408
----------- -----------
Cash Flows From Investing Activities:
Capital expenditures (6,836) (368,040)
Purchase of available-for-sale securities (319,977) (1,766,388)
Proceeds from sale of foreclosed property 12,500 -0-
Proceeds from maturity of held-to-maturity securities -0- 200,000
Proceeds from maturity of available-for-sale securities -0- 100,000
Proceeds from sale of available-for-sale securities 342,634 1,400,000
Net (increase) decrease in loans (1,080,488) (372,692)
Principal collected on mortgage-backed securities 29,621 40,520
Increase in cash value of life insurance (62,401) (59,259)
----------- -----------
Net cash provided (used) by investing activities (1,084,947) (825,859)
----------- -----------
Cash Flows From Financing Activities:
Net increase (decrease) in deposits 482,802 1,533,841
Proceeds from Federal Home Loan Bank advances 1,000,000 1,000,000
Principal collected on receivable from ESOP 52,900 26,450
Purchase of treasury stock (280,252) (165,000)
----------- -----------
Net cash provided (used) by financing activities 1,255,450 2,395,291
----------- -----------
Net Increase (Decrease) in cash and cash equivalents 278,204 1,616,840
Cash and Cash Equivalents at Beginning of Period 1,968,695 371,866
----------- -----------
Cash and Cash Equivalents at End of Period $ 2,246,899 $ 1,988,706
=========== ===========
Supplemental Disclosures of Cash Flows Information:
Cash Paid During The Period:
Interest $ 561,709 475,997
Income taxes 26,680 56,848
Non-Cash Investing Activities:
Increase (Decrease) in unrealized gains on available-
for-sale securities (57,732) (16,950)
</TABLE>
6
<PAGE>
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
QUARTER ENDED DECEMBER 31,
--------------------------
1999 1998
----------- ---------
(Unaudited) (Unaudited)
Net Income $ 32,233 89,482
-------- --------
Other Comprehensive Income, Net of Tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses)
arising during the period (45,163) (12,281)
Reclassification adjustment for (gains)
losses included in net income 7,060 (1,094)
-------- --------
Other Comprehensive Income (Loss) (38,103) (11,187)
-------- --------
Comprehensive Income (Loss) $ (5,870) 78,295
======== ========
7
<PAGE>
QUITMAN BANCORP, INC. AND SUBSIDIARY
Notes to Financial Statements
(Unaudited)
Note 1 - Basis of Preparation
- -----------------------------
The accompanying unaudited financial statements were prepared in accordance
with instructions for Form 10-QSB and therefore do not include all
disclosures necessary for a complete presentation of the statements of
financial condition, statements of income, statements of comprehensive
income and statements of cash flow in conformity with generally accepted
accounting principles. However, all adjustments which are, in the opinion
of management, necessary for the fair presentation of the interim financial
statements have been included. All such adjustments are of a normal
recurring nature. The statement of income for the three month period ended
December 31, 1999 is not necessarily indicative of the results which may be
expected for the entire year.
It is suggested that these unaudited financial statements be read in
conjunction with the audited consolidated financial statements and notes
thereto for Quitman Bancorp, Inc. and Subsidiary for the year ended
September 30, 1999.
Note 2 - Plan of Conversion
- ---------------------------
On October 14, 1997, the Bank's Board of Directors approved a plan ("Plan")
to convert from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank subject to approval by the Bank's
members. The Plan, which included formation of the holding company, Quitman
Bancorp, Inc., was subject to approval by the Office of Thrift Supervision
(OTS) and included the filing of a registration statement with the SEC. The
conversion was completed on April 2, 1998. Actual conversion costs were
accounted for as a reduction in gross proceeds.
The Plan called for the common stock of the Bank to be purchased by the
holding company and for the common stock of the holding company to be
offered to various parties in an offering at a price of $10.00 per share.
The stockholders of the holding company approved a proposed stock option
plan and a proposed restricted stock plan at a meeting of the stockholders
on April 13, 1999. Shares issued to directors and employees under these
plans may be from authorized but unissued shares of common stock or they
may be purchased in the open market. In the event that options or shares
are issued under these plans, such issuances will be included in the
earnings per share calculation; thus, the interests of existing
stockholders would be diluted.
The Bank may not declare or pay a cash dividend if the effect thereof would
cause its net worth to be reduced below either the amounts required for the
liquidation account discussed below or the regulatory capital requirements
imposed by federal regulations.
At the time of conversion, the Bank established a liquidation account
(which is a memorandum account that does not appear on the balance sheet)
in an amount equal to its retained income as reflected in the latest
balance sheet used in the final conversion prospectus. The liquidation
account will be maintained for the benefit of eligible account holders who
continue to maintain their deposit accounts in the Bank after the
conversion. In the event of a complete liquidation of the Bank (and
8
<PAGE>
only in such an event), eligible depositors who continue to maintain
accounts shall be entitled to receive a distribution from the liquidation
account before any liquidation may be made with respect to common stock.
Note 3 - Stock Repurchase
- -------------------------
The Company has adopted a stock repurchase program that allows for the
repurchase, from time to time, of up to 153,988 shares of common stock. Any
shares repurchased may be used for general and other corporate purposes,
including the issuance of shares upon the exercise of stock options. As of
December 31, 1999, the Company had repurchased 153,988 shares of its common
stock at a cost of $1,718,524.
Note 4 - Earnings Per Share
- ---------------------------
The following table sets forth the reconciliation of the numerators and
denominators of the basic and diluted earnings per share (EPS) computations:
THREE MONTHS ENDED
DECEMBER 30,
-----------------------
1999 1998
------- -------
(a) Net income available to shareholders 32,233 89,482
------- -------
Denominator:
Weighted-average shares outstanding 526,447 655,598
Less: ESOP weighted-average shares
unallocated 50,255 52,900
------- -------
(b) Basic EPS weighted-average shares outstanding 476,192 602,698
Effect of dilutive securities 1,524 -0-
------- -------
(c) Diluted EPS weighted-average shares
outstanding 474,668 602,698
======= =======
Basic earnings per share .07 .15
======= =======
Diluted earnings per share .07 .15
======= =======
9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of Financial Condition at December 31, 1999 and September 30, 1999
Quitman Bancorp, Inc. (the "Company") may from time to time make written or oral
"forward-looking statements" including statements contained in the Company's
filings with the Securities and Exchange Commission (including this report on
Form 10-QSB), in its reports to stockholders and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effect of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate and market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes, acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks
described above involved in the foregoing.
The Company cautions that these important factors are not exclusive. The Company
does not undertake to update any forward-looking statement, whether written or
oral, that may be made from time to time by or on behalf to the Company.
Total assets increased by $1.0 million or 1.9% due primarily to the increase in
cash and cash equivalents, office properties and equipment and loans resulting
from funds received from an increase in deposits and Federal Home Loan Bank
advances.
Total equity decreased by $233,222 as result of net income for the three months
ended December 31, 1999, changes in other comprehensive income, reduction of a
guaranty of a loan to the Bank's employee stock ownership plan and purchase of
26,698 shares of treasury stock at a cost of $280,336.
Non-Performing Assets and Delinquencies
Loans accounted for on a non-accrual basis decreased to $149,910 at December 31,
1999 from $228,113 at September 30, 1999. The increase was the result of three
loans being reclassified to performing loans and two loans being added to
non-accrual. The allowance for loan losses was $404,000 at December 31, 1999.
10
<PAGE>
Comparison of the Results of Operations for the Three Months Ended December 31,
1999 and 1998
Net Income. Net income decreased by $57,000 or 64% from net income of $89,000
for the three months ended December 31, 1998 to net income of $32,000 for the
three months ended December 31, 1999. This decrease is primarily the result of
increased interest income that was reduced by an increase in non-interest
expense. The annualized return on average assets decreased from .78% to .24% for
the three months ended December 31, 1998 and 1999, respectively.
Net Interest Income. Net interest income increased $33,000 or 8.1% from $409,000
for the three months ended December 31, 1998 to $442,000 for the three months
ended December 31, 1999. The increase was primarily due to an increase in loans
and a moderate increase in rates.
Interest Income. Interest income increased $121,000 for the three months ended
December 31, 1999 compared to the same three months ended December 31, 1998. The
increase in interest income was primarily due to an increase in the average
balance of interest-earning assets. The average balance of interest-earning
assets increased by 11.8%. This increase in average interest-earning assets
added an additional $121,000 of interest income. The average yield on
interest-earning assets increased moderately to 8.7% from 8.6% for the three
months ended December 31, 1999 and 1998, respectively.
Interest Expense. Interest expense increased $88,000 from $529,000 for the three
months ended December 31, 1998 to $617,000 for the three months ended December
31, 1999. The increase in interest expense was due to an increase in average
interest-bearing liabilities of $9 million and a slight decrease in the cost of
funds of 42 basis points (100 basis points equals 1%). The average balances of
deposits and advances from the Federal Home Loan bank increased by $9 million,
from the three months ended December 31, 1998 to the three months ended December
31, 1999.
Non-Interest Income. Non-interest income increased by $19,000 primarily from an
increase in service charges, $19,000 and miscellaneous income, $9,000, and
offset by a decrease in gain/loss on securities of $8,000.
Non-Interest Expense. Non-interest expense increased by $127,000 primarily due
to increased compensation and other personnel expense, furniture and equipment
expense and other operating expenses. Our compensation and other personnel
expense increased an aggregate of $68,000 between the periods as a result of
year-end pay raises, hiring of additional employees and contributions to the
Bank's Restricted Stock Plan approved in April of 1999. Other non-interest
expenses, including expenses of the Parent Company in the amount of $22,000,
increased $24,000.
Our expenses have increased because of the cost associated with our Employee
Stock Ownership Plan, Restricted Stock Plan, and Stock Option Plan, and the cost
of being a public company. We also offered checking accounts and the use of an
automated teller machine (an "ATM") to our customers during fiscal 1999. Our
preparation cost for these products and the cost of soliciting checking account
funds has also increased our expenses. We have not yet received sufficient
checking account funds or other income to offset these additional costs.
Although no definite plans have been made, we are exploring whether to purchase
land and construct a branch. We would likely hire experts or spend money before
we commit to purchasing land or constructing a new branch. If we decided not to
build a new branch, any money that we had spent up to that time would be a
non-interest expense and would negatively affect our income.
11
<PAGE>
Non-interest expense has increased as a result of a staffing and equipping of
the new bank building opened in April 1999. We expect a reduction in net income
(and possibly losses) compared to prior periods as a result of these expenses
until the new building results in higher overall levels of loan and deposit
activity to off-set the additional expenses. We believe this expansion should
enhance shareholder value and hope that the decrease in earnings will not be as
great following the end of year 2000. Our statement of beliefs concerning our
expansion is a forward looking statement. The Private Securities Litigation
Reform Act of 1995 (the "Act") provides protection to us in making certain
forward looking statements that are accompanied by the factors that could cause
actual results to differ materially from the forward looking statement. As with
any expansion, if the new office or additional personnel do not ultimately
result in increased loan and deposit activity and increased net income, these
expenses would continue to have an adverse effect on net income past the end of
year 2000. Our non-interest expense would further increase if we built the new
branch discussed in the prior paragraph.
Income Taxes. Income tax expense amounted to $51,171 for the three months ended
December 31, 1998 compared to $28,690 for the three months ended December 31,
1999.
Liquidity and Capital Resources
Management monitors our risk-based capital and leverage capital ratios in order
to asses compliance with regulatory guidelines. At December 31, 1999, the Bank
had tangible capital, leverage, and total risk-based capital of 11.78%, 11.78%
and 18.05%, respectively, which exceeded the OTS's minimum requirements of
1.50%, 4.00% and 8.00%, respectively.
On April 20, 1999, the Board of Directors approved a dividend of $.20 per share,
payable May 24, 1999 to shareholders of record on May 10, 1999. While the
Company paid this dividend from its cash funds, the primary source of funds
available for the payment of cash dividends by the Company are dividends from
the subsidiary bank. Holders of the common stock of the Company are entitled to
share ratably in dividends, if and when, declared by the Board of Directors of
the Company, out of funds legally available therefore. Federal banking law
provides that a savings bank may , by providing prior regulatory notice,
generally pay dividends during a calendar year in an amount equal to net income
for the calendar year plus retained net income for the preceding two years. Any
amount in excess of that level requires prior regulatory approval from the
Office of Thrift Supervision (the "OTS"). The OTS may disapprove any dividend if
the Bank is undercapitalized or the dividend would render the Bank
undercapitalized. The OTS may also disapprove any dividend for, among other
reasons, safety and soundness concerns. Also, the Bank may not pay a dividend if
the payment would cause its net worth to be reduced below the amount required
for the liquidation account established at the time of the conversion of the
Bank from mutual to stock form.
We are exploring whether to purchase land and construct a branch. Although no
definite plans have been made, if a new branch is built, the land and
construction cost would total approximately $600,000. We have sufficient liquid
assets to pay for these costs.
Pursuant to FASB No. 130 the Company is required to record changes in the value
of its investment portfolio as regards unrealized gains or losses that may
result from movements in interest rates. For the quarter ended December 31,
1999, the savings bank showed unrealized losses, net of tax effect, totaling
$38,000 due to increases in interest rates as the National Money Market reacted
to actions by the Federal Open Market Committee. Management does not anticipate
the realization of the above loss. The unrealized loss does however negatively
impact the Company's capital. The unrealized losses, net of applicable taxes,
combined with net operating income of $32,000, a reduction in the receivable
from the Bank's Employee Stock Ownership Plan of $52,900 and the acquisition of
26,698 shares of treasury stock at a cost of $280,000 yields
12
<PAGE>
a net decrease in the Company's capital of $233,000. However, because of the
treasury stock acquisition reducing the number of shares of common stock
outstanding the book value per share of common stock increased from $14.37 on
September 30, 1999 to $14.67 as of December 31, 1999. The Bank's capital
continues to exceed regulatory requirements and continues to be adequate to
support future asset growth.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Our annual meeting of the stockholders was held on January 18, 2000.
At the meeting, two directors were elected for terms to expire in 2003
and the selection of independent auditors was approved. We have a
total of six directors.
The results of voting are shown for each matter considered.
Director Election:
Nominee Votes For Votes Withheld Broker Non-Votes
2003 Term Expiration:
Claude R. Butler 405,088 550 -0-
Walter B. Holwell 405,778 300 -0-
Auditor Ratification:
Votes For 415,890
Votes Against -0-
Abstentions 113
Broker Non-Votes -0-
We held a special meeting of stockholders on April 13, 1999. At the
meeting, a stock option plan and a restricted stock plan were approved
by stockholders.
The results of voting are shown for each matter considered.
1999 Stock Option Plan:
Votes For 358,693
Votes Against 60,694
Abstentions 4,967
Broker Non-Votes 10,350
14
<PAGE>
1999 Restricted Stock Plan:
Votes For 369,143
Votes Against 60,594
Abstentions 4,967
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) None.
(b) None.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
QUITMAN BANCORP, INC.
Date: February 11, 2000 By: /s/Melvin E. Plair
-------------------------------------
Melvin E. Plair
President and Chief Executive Officer
(Principal Executive and Financial
Officer)
(Duly Authorized Officer)
Date: February 11, 2000 By: /s/Peggy L. Forgione
-------------------------------------
Peggy L. Forgione
Vice President and Controller
(Chief Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 1,879
<INT-BEARING-DEPOSITS> 367
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,219
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 42,584
<ALLOWANCE> 404
<TOTAL-ASSETS> 53,868
<DEPOSITS> 42,476
<SHORT-TERM> 3,500
<LIABILITIES-OTHER> 451
<LONG-TERM> 0
0
0
<COMMON> 66
<OTHER-SE> 7,376
<TOTAL-LIABILITIES-AND-EQUITY> 53,868
<INTEREST-LOAN> 954
<INTEREST-INVEST> 99
<INTEREST-OTHER> 6
<INTEREST-TOTAL> 1,059
<INTEREST-DEPOSIT> 576
<INTEREST-EXPENSE> 41
<INTEREST-INCOME-NET> 442
<LOAN-LOSSES> 15
<SECURITIES-GAINS> (7)
<EXPENSE-OTHER> 400
<INCOME-PRETAX> 61
<INCOME-PRE-EXTRAORDINARY> 32
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32
<EPS-BASIC> .07
<EPS-DILUTED> .07
<YIELD-ACTUAL> 3.17
<LOANS-NON> 150
<LOANS-PAST> 401
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 389
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 404
<ALLOWANCE-DOMESTIC> 404
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
