<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
-------------------------------
For the Quarterly Period Ended June 30, 1999 Commission file number 333-49459
New South Bancshares, Inc.
(Exact name of registrant as specified in its charter)
----------------------------------------------------
Delaware
(State or other jurisdiction of 63-1132716
incorporation or organization) (I.R.S. Employer Identification No.)
1900 Crestwood Boulevard
Birmingham, Alabama 35210
(Address of Principal Executive Officers) (Zip Code)
(205) 951-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
<PAGE>
NEW SOUTH BANCSHARES, INC.
FORM 10-Q
INDEX
Part I. Financial Information Page
----
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1999 (unaudited) and
December 31, 1998.......................................... 2
Consolidated Income Statements (unaudited) - For the
three and six months ended June 30, 1999 and 1998.......... 3
Consolidated Statements of Cash Flows (unaudited) - For the
six months ended June 30, 1999 and 1998.................... 4
Notes to Consolidated Financial Statements.................. 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 10
Part II. Other Information
Item 1. Legal Proceedings..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 17
Signatures............................................................. 18
Exhibit Index.......................................................... 19
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
NEW SOUTH BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------- ------------
(Unaudited)
(In thousands)
<S> <C> <C>
ASSETS
Cash and due from banks $ 9,957 $ 66,905
Time deposits in other banks 105 105
Investment securities available for sale 112,526 116,962
Loans held for sale 80,300 115,279
Loans, net of unearned income 691,533 812,877
Allowance for loan losses (10,040) (9,107)
-------- ----------
Net loans 681,493 803,770
Premises and equipment, net 10,121 7,860
Other assets 43,648 31,741
-------- ----------
Total Assets $938,150 $1,142,622
======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 87,197 $ 73,873
Interest bearing 623,654 701,575
-------- ----------
Total deposits 710,851 775,448
Federal funds purchased and securities sold under
agreements to repurchase 15,000 68,800
Federal Home Loan Bank advances 118,417 198,418
Notes payable 1,911 -
Guaranteed preferred beneficial interests in the Company's
subordinated debentures 34,500 34,500
Accrued expenses, deferred revenue, and other liabilities 6,726 17,016
-------- ----------
Total Liabilities 887,405 1,094,182
Shareholders' Equity:
Common stock of $1.00 par value (authorized: 1.5 million shares;
issued and outstanding: 1,255,537.1 at June 30, 1999 and
1,250,189.5 at December 31, 1998) 1,256 1,250
Surplus 29,475 29,230
Retained earnings 21,666 17,909
Other comprehensive (loss)/income (1,652) 51
-------- ----------
Total Shareholders' Equity 50,745 48,440
--------- ----------
Total Liabilities and Shareholders' Equity $938,150 $1,142,622
======== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
NEW SOUTH BANCSHARES, INC.
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
--------------------------------- ---------------------------
1999 1998 1999 1998
-------- ------- ------- ------
(In thousands, except for per share data)
<S> <C> <C> <C> <C>
Interest Income:
Interest on securities available for sale $ 3,641 $ 7,377 $ 1,629 $ 3,681
Interest on loans 37,722 32,913 17,825 16,451
Interest on other short-term investments 584 245 414 86
------- ------- ------- -------
Total Interest Income 41,947 40,535 19,868 20,218
Interest Expense:
Interest on deposits 20,182 19,164 9,527 9,392
Interest on federal funds purchased and securities sold
under agreements to repurchase 316 1,274 (85) 530
Interest on Federal Home Loan Bank advances 4,369 4,392 2,156 2,249
Interest on notes payable 62 366 59 167
Interest expense on guaranteed preferred beneficial interests
in the Company's subordinated debentures 1,467 106 734 106
------- ------- ------- -------
Total Interest Expense 26,396 25,302 12,391 12,444
Net Interest Income 15,551 15,233 7,477 7,774
Provision for loan losses 1,433 1,524 215 875
------- ------- ------- -------
Net Interest Income After Provision for Loan Losses 14,118 13,709 7,262 6,899
Noninterest Income:
Loan administration income 4,431 3,178 2,136 1,621
Origination fees 5,310 5,376 2,786 2,977
Gain/(loss) on sale of investment securities available for sale (731) (257) 39 (36)
Gain/(loss) on sale of loans 9,971 5,024 4,308 3,269
Other income 2,285 2,313 1,162 1,134
------- ------- ------- -------
Total Noninterest Income 21,266 15,634 10,431 8,965
Noninterest Expense:
Salaries and benefits 17,126 12,404 8,728 6,361
Net occupancy and equipment expense 2,565 1,763 1,507 832
Loan servicing fees paid to affiliates 170 2,005 58 1,014
Loss/(gain) on loans serviced 104 446 (3) 53
Federal Deposit Insurance Corporation premiums 226 221 113 113
Other expense 9,404 6,516 5,404 3,522
------- ------- ------- -------
Total Noninterest Expense 29,595 23,355 15,807 11,895
------- ------- ------- -------
Income Before Income Taxes 5,789 5,988 1,886 3,969
Income tax expense 2,032 2,473 422 1,718
------- ------- ------- -------
Net Income $ 3,757 $ 3,515 $ 1,464 $ 2,251
======= ======= ======= =======
Weighted average shares outstanding 1,256 1,377 1,256 1,377
Earnings per share $ 2.99 $ 2.55 $ 1.17 $ 1.63
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
NEW SOUTH BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------
1999 1998
--------------- ---------------
(In thousands)
<S> <C> <C>
Operating Activities:
Net income $ 3,757 $ 3,515
Adjustments to reconcile net income to net cash (used in) provided by operations:
Accretion of discounts and fees (344) (136)
Provision for loan losses 1,433 1,524
Depreciation 989 347
Loss on sale of investment securities available for sale 731 257
Purchase of mortgage loans held for sale (54,703) (1,753)
Originations of mortgage loans held for sale (408,983) (437,021)
Proceeds from the sale of mortgage loans held for sale 282,200 126,845
Gain on sale of loans (9,971) (5,024)
Increase in other assets (10,713) (5,006)
Decrease in accrued expenses, deferred
revenue and other liabilities (10,290) (8,508)
--------- ---------
Net Cash Used in Operating Activities (205,894) (324,960)
Investing Activities:
Net decrease in time deposits in other banks - 95
Proceeds from sales of investment securities available for sale 196,142 351,951
Proceeds from maturities and calls of investment securities
available for sale 47,985 41,393
Purchases of investment securities available for sale (15,689) (4,790)
Net (increase) decrease in loan portfolio 121,188 (97,263)
Purchases of premises and equipment (3,313) (906)
Proceeds from sale of premises and equipment 63 14
Net investment in real estate owned (1,194) (955)
--------- ---------
Net Cash Provided by Investing Activities 345,182 289,539
Financing Activities:
Net increase in noninterest bearing deposits 13,324 19,835
Net increase (decrease) in interest bearing deposits (77,921) 22,253
Net increase (decrease) in federal funds purchased and securities
sold under agreements to repurchase (53,800) 4,000
Net increase (decrease) in notes payable 1,911 (10,000)
Proceeds from the issuance of guaranteed preferred beneficial
interests in the Company's subordinated debentures - 34,500
Repayments of Federal Home Loan Bank Advances (80,001) (46,001)
Net proceeds from the issuance of common stock 251 -
--------- ---------
Net Cash Provided by (Used in) Financing Activities (196,236) 24,587
--------- ---------
Net decrease in cash and cash equivalents (56,948) (10,834)
Cash and cash equivalents at beginning of period 66,905 16,943
--------- ---------
Cash and Cash Equivalents at End of Period $ 9,957 $ 6,109
========= =========
Supplemental information:
Interest paid $ 27,486 $ 25,221
Income taxes paid $ 435 $ 1,654
</TABLE>
See accompanying notes to consolidated financial statements.
4
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NEW SOUTH BANCSHARES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Six Months Ended June 30, 1999 and 1998
1. General
The consolidated financial statements conform to generally accepted
accounting principles. The accompanying interim financial statements are
unaudited; however, in the opinion of management, all adjustments necessary for
the fair presentation of the consolidated financial statements have been
included. All such adjustments are of a normal recurring nature. Certain
amounts in the prior year financial statements have been reclassified to conform
with the 1999 presentation. These reclassifications had no effect on net income
and were not material to the New South Bancshares, Inc.'s (the "Company" or "New
South") balance sheet. The Company is the holding company of New South Federal
Savings Bank (the "Bank"). These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Annual Report on Form 10-K for the year ended December 31,
1998.
2. Recent Accounting Pronouncements
Start-up Costs
The AICPA has issued Statement of Position (SOP) 98-5 Reporting on the
Costs of Start-up Activities. This SOP provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of start-
up activities and organization costs to be expensed as incurred and the initial
application of this SOP should be reported as the cumulative effect of a change
in accounting principle. This SOP is effective for financial statements for
fiscal years beginning after December 15, 1998. The adoption of this statement
did not have an effect on the consolidated financial position or results of
operations.
Derivative Instruments
In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 137, Accounting for
Derivative Instruments and Hedging Activities Deferral of the Effective Date of
FASB Statement No. 133. SFAS No. 137 defers the effective date of the adoption
of SFAS No. 133, from fiscal years beginning after June 15, 1999 to fiscal years
beginning after June 15, 2000, with earlier application encouraged.
Management does not believe that the adoption of either of these statements
will have a material impact on the presentation of the Company's financial
condition or results of operations.
3. S Corporation Election
Effective January 1, 1999, the Company elected S corporation status.
Corporations which elect to be taxed as an S corporation under the Internal
Revenue Code are generally not subject to corporate taxation. Profits and
losses flow through to the S corporation shareholders directly in proportion to
their per share ownership in the entity. Accordingly, shareholders are required
to include profits and losses from the Company on their individual income tax
returns for federal, and state and local, if applicable,
5
<PAGE>
income tax purposes. Due to the S corporation election, the Company charged off
$1,189,000 in deferred tax assets in the first quarter of 1999.
Typically S corporations declare dividends to shareholders in an amount
sufficient to enable shareholders to pay the tax on any S corporation income
included in the shareholder's individual income. These dividends are generally
not subject to tax since they result from S corporation income on which
shareholders have previously been taxed. While the Company presently intends to
declare dividends in an amount sufficient to enable shareholders to pay income
tax at the highest marginal federal, state and local income tax rate of any
shareholder of the Company for the applicable period, since the Company is
dependent on dividends from the Bank, there is no assurance that dividends to
shareholders can be timely made. The Bank also presently intends to declare
dividends in an amount sufficient to pay such dividends to shareholders of the
Company; however, the Bank is subject to strict regulatory and legal guidelines
regarding capital adequacy, dividend policies and other restrictions and rules
designed to ensure the safety and soundness of the Bank and the Company.
4. Servicing Transfer
Effective January 1, 1999, the residential mortgage servicing operations,
and all of the related employees of Collateral Mortgage, Ltd. ("Collateral"), an
affiliate, were transferred to New South (the "Transfer"). As a result of this
Transfer, New South assumed responsibility for a $2.6 billion loan servicing
portfolio, of which New South owns the servicing rights for $1.4 billion of this
portfolio. Under the terms of the Transfer, New South also purchased the net
fixed assets related to the servicing operations at net book value, which
totaled approximately $220,000.
5. Avondale Funding.com, inc.
On February 17, 1999, the Bank entered into an Asset Purchase Agreement
(the "Agreement") to acquire the assets associated with the national mortgage
origination activities of Avondale Federal Savings Bank ("AFSB"). Among other
activities, AFSB originated first and second lien residential mortgages and home
equity lines of credit through an established network of brokers and
correspondents, where the application and approval process occurred primarily
over the Internet through the use of customized loan underwriting software.
Under the terms of the Agreement, the Bank issued a promissory note (the
"Note") in the amount of $1,947,000 to AFSB as consideration for the purchased
assets. Interest on the note accrues at 6% annually. Under the terms of the
Note, the Bank is to make quarterly payments of principal and interest to AFSB
equal to 20 basis points of both the aggregate original principal balance of all
mortgage loans originated and the outstanding balance of all home equity lines
of credit originated through the purchased systems subsequent to the purchase by
the Bank. Payments are to be made on the tenth day of April, July, October, and
January, with the first payment beginning on April 10, 1999, and, unless the
Note is repaid in full earlier, the final balance outstanding is to be paid on
January 10, 2000. Total payments made by the Bank for the production for the
first and second quarters of 1999 amounted to approximately $142,000. During
the first year of the Note, the obligation to pay is without recourse to the
Bank. In accordance with the Agreement, the Bank was assigned the rights and
obligations of all outstanding contracts, leases, software license agreements,
and all other contractual agreements in existence at the purchase date relating
to the purchased assets.
Concurrent with the purchase of the assets, New South organized a wholly-
owned subsidiary, Avondale Funding Corporation, in which it intends to hold the
purchased assets and continue to operate
6
<PAGE>
the national mortgage origination business. During July 1999, Avondale Funding
Corporation changed its name to Avondale Funding.com, inc.
6. Comprehensive Income
The Company has classified all of its securities as available for sale in
accordance with SFAS No. 115. As of June 30, 1999, the net unrealized loss on
these securities was $1.8 million compared to a net unrealized gain of $666,000
at June 30, 1998. Pursuant to Statement No. 115, any unrealized gain or loss
activity of available for sale securities is to be recorded as an adjustment to
a separate component of shareholders' equity, net of income tax effect.
Accordingly, for the three and six month periods ended June 30, 1999 and 1998,
the Company recognized a corresponding adjustment as a component of equity.
Since comprehensive income is a measure of all changes in equity of an
enterprise that result from transactions and other economic events of the
period, this change in unrealized loss/gain serves to increase or decrease
comprehensive income. The following table represents comprehensive income for
the three and six month periods ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 1999 For the Six Months Ended June 30, 1999
---------------------------------------- ---------------------------------------
Before Before After
Tax Tax After Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount
---------- ------- --------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Unrealized Gains (losses) arising
during the period $(861) $(319) $(542) $(3,794) $(1,404) $(2,390)
Less reclassification adjustment
for (gains) losses included in net
income (39) (2) (37) 731 44 687
----- ----- ----- ------- ------- -------
Net unrealized gain (loss) on
securities $(900) $(321) $(579) $(3,063) $(1,360) $(1,703)
===== ===== ===== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 1998 For the Six Months Ended June 30, 1998
---------------------------------------- ---------------------------------------
Before Before After
Tax Tax After Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount
---------- ------- --------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Unrealized Gains (losses) arising
during the period $(610) $ (37) $(573) $ (671) $ (40) $ (631)
Less reclassification adjustment
for (gains) losses included in net
income 36 13 23 257 95 162
----- ----- ----- ------- ------- -------
Net unrealized gain (loss) on
securities $(574) $ (24) $(550) $ (414) $ (55) $ (469)
===== ===== ===== ======= ======== =======
</TABLE>
7
<PAGE>
7. Trust Preferred Securities
In June 1998, the Company sold $34,500,000 of 8.5% cumulative preferred
securities issued by New South Capital Trust I (the "Trust"). These preferred
securities are collateralized by subordinated debentures issued by the Company,
and are presented on the balance sheet as a separate line entitled "Guaranteed
preferred beneficial interests in the Company's subordinated debentures." The
debentures have a stated maturity of June 30, 2028 and are subject to early
redemption after June 30, 2003.
The sole assets of the Trust are $35,567,010 in subordinated debentures,
which have the same interest rate, and maturity characteristics as the trust
preferred securities. The Company owns all of the common securities of the
Trust, which amounted to $1,067,010.
8. Segment Reporting
The Company's reportable segments consist of Residential Mortgage Banking,
Automobile Lending, and Portfolio Management.
Residential Mortgage Banking originates and services single-family mortgage
loans. These loans are originated through the Company's network of retail loan
origination offices and through brokers and correspondents. Automobile Lending
consists of originating and servicing loans on automobiles. These loans are
primarily acquired on an indirect basis through automobile dealers. Portfolio
management oversees the Company's overall portfolio of marketable assets as well
as the Bank's funding needs. Residential Mortgage Banking and Automobile
Lending sell permanent, marketable loans to Portfolio Management at market-based
prices. Portfolio Management then sells, securitizes, or retains the loans
based on the Company's needs and market conditions. Certain short-term and
floating rate loans are retained by the originating unit, which is credited with
the interest income generated by those loans. The originating unit pays a
market-based funds-use charge to Portfolio Management. The segment results
include certain other overhead allocations. The results for the three
reportable segments of the Company are included in the following table.
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
---------------------------------------------------------------------------
Residential
Mortgage Automobile Portfolio
Banking Lending Management Other Consolidated
----------- ---------- ---------- ----- ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Interest income $ 6,222 $ 103 $ 34,824 $ 798 $ 41,947
Interest expense 151 21 26,219 5 26,396
Intra-Company funds/use (charge)/credit (5,550) (44) 5,724 (130) 0
Provision for loan losses 0 0 1,272 161 1,433
Noninterest income 21,342 587 (1,684) 1,021 21,266
Noninterest expense 17,857 2,879 2,099 6,760 29,595
Intra-company loan service fees 923 257 (1,180) 0 0
Effects of intra-company loan sales 1,587 483 (2,070) 0 0
-------- ------- -------- ------- --------
Net income before income taxes 6,516 (1,514) 6,024 (5,237) 5,789
Provision for income taxes 2,139 (497) 1,978 (1,588) 2,032
-------- ------- -------- ------- --------
Net Income $ 4,377 $(1,017) $ 4,046 $(3,649) $ 3,757
======== ======= ======== ======= ========
Depreciation and amortization, net $ 1,283 $ 143 $ 133 $ 214 $ 1,773
Total assets 187,344 10,981 714,740 25,085 938,150
Capital expenditures 768 55 0 2,490 3,313
</TABLE>
8
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8. Segment Reporting (cont.)
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
---------------------------------------------------------------------------
Residential
Mortgage Automobile Portfolio
Banking Lending Management Other Consolidated
----------- ---------- ---------- ----- ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Interest income $ 2,977 $ 75 $ 16,216 $ 600 $ 19,868
Interest expense (30) 11 12,401 9 12,391
Intra-Company funds/use (charge)/credit (2,952) (38) 3,060 (70) 0
Provision for loan losses 0 0 62 153 215
Noninterest income 9,951 274 (385) 591 10,431
Noninterest expense 8,917 1,430 1,274 4,186 15,807
Intra-company loan service fees 708 192 (900) 0 0
Effects of intra-company loan sales (130) 96 34 0 0
-------- ------- -------- ------- --------
Net income before income taxes 1,667 (842) 4,288 (3,227) 1,886
Provision for income taxes 339 (248) 1,334 (1,003) 422
-------- ------- -------- ------- --------
Net Income $ 1,328 $ (594) $ 2,954 $(2,224) $ 1,464
======== ======= ======== ======= ========
Depreciation and amortization, net $ 698 $ 80 $ (26) $ 121 $ 873
Total assets 187,344 10,981 714,740 25,085 938,150
Capital expenditures 240 34 0 462 736
</TABLE>
Due to the information system constraints, presentation of comparable
information for the three and six month periods ended June 30, 1998 is not
practicable.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Basis of Presentation
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and the other financial data
included elsewhere in this document. The financial information provided below
has been rounded in order to simplify its presentation. However, the ratios and
percentages provided below are calculated using the detailed financial
information contained in the Consolidated Financial Statements, the Notes
thereto, and the other financial data included elsewhere in this document
The purpose of this discussion is to provide an analysis of significant
changes in the Company's assets, liabilities, and capital at June 30, 1999 as
compared to December 31, 1998, in addition to including an analysis of income
for the three and six months ended June 30, 1999 as compared to the same periods
ended June 30, 1998.
Financial Results for the Three and Six Months Ended June 30, 1999
New South reported net income of $3.8 million for the six months ended June
30, 1999, a 6.9% increase over net income of $3.5 million for the same period in
1998. On a per share basis, earnings were $2.99 and $2.55, respectively, for
the same periods. Year-to-date earnings resulted in an annualized return on
average assets (ROA) of .69% and an annualized return on average equity (ROE) of
14.86% compared to .69% and 12.68%, respectively, for the first half of 1998.
New South's operating efficiency ratio increased from 79.59% at June 30, 1998 to
83.64% at June 30, 1999, due to additional expenses related to the acquisition
and operation of Avondale Funding.com, inc. and an increase in the Bank's full
time equivalent employees in residential mortgage production and servicing
operations, installment lending, and manufactured housing operations, offset by
a decrease in the loan servicing fees paid to affiliates due to the Transfer of
the residential mortgage servicing operations from Collateral to the Bank.
Net income for the second quarter of 1999 was $1.5 million, or $1.17 per
share, compared to $2.3 million, or $1.63 per share, for the same period of
1998. ROA and ROE for the second quarter of 1999 were .57 % and 11.54%,
respectively, compared to .89 % and 15.97%, respectively, for the second quarter
of 1998. The decrease in ROA and ROE is due to the decline in interest income
on a lower average balance in mortgage-backed securities as compared to the same
period in 1998, the $436 million loan securitization completed in May 1999 and
additional expenses related to the acquisition and operation of Avondale
Funding.com, inc.
Net Interest Income
Net interest income for the six months ended June 30, 1999 was $15.6
million, a 2.1% increase over the same period in 1998. The Company's increase
in interest income is primarily attributable to an increase in the average
balance in the loan portfolio, offset by the decline in interest income on a
lower average balance in mortgage-backed securities, the $436 million loan
securitization completed in May 1999 and an increase in the interest expense
related to the Company's issuance of subordinated debentures at the end of the
second quarter of 1998.
Net interest income increased by $318,000 for the six months ended June 30,
1999, as compared to the same period in 1998, due to a $4.8 million increase in
interest income due to an increase in loan
10
<PAGE>
production thereby creating a higher average balance in the loan portfolio as
compared to the same period in 1998. This increase was offset by a $3.7 million
decrease in interest income on securities available for sale, primarily
attributable to principal paydowns received on mortgage backed securities, in
addition to the maturities of other specific securities which were not replaced
with new security issues.
The cost of interest bearing liabilities increased by $1.1 million during
the six months ended June 30, 1999, as compared to the same period in 1998, due
to a $1.4 million increase in interest expense related to the Company's
subordinated debentures, which were issued at the end of the second quarter of
1998 , offset by a $304,000 decrease in interest expense on notes payable and a
$916,000 decrease in interest expense on federal funds purchased and securities
sold under agreements to repurchase.
Net interest income for the three months ended June 30, 1999 was $7.5
million, a 3.8% decrease over the same period in 1998. The Company's decrease
in interest income for the three months ended June 30, 1999 is primarily
attributable to a $2.1 million decline in interest income on the lower average
balance in mortgage-backed securities, as noted above, and an increase in the
interest expense related to the Company's issuance of subordinated debentures at
the end of the second quarter of 1998, as compared to a full quarter of interest
expense in the second quarter of 1999.
The cost of interest bearing liabilities remained relatively constant
during the three months ended June 30, 1999, as compared to the same period in
1998. Interest expense on notes payable and federal funds purchased and
securities sold under agreements to repurchase decreased $150,000 and $573,000,
respectively, offset by an increase of $628,000 in interest expense related to
the Company's issuance of subordinated debentures at the end of the second
quarter of 1998, as compared to a full quarter of interest expense in the second
quarter of 1999.
Noninterest Income and Noninterest Expenses
Noninterest income for the six months ended June 30, 1999 totaled $21.3
million at June 30, 1999 compared to $15.6 million for the same period in the
prior year. Significant factors contributing to the increase include an
increase in the gain recognized on the sale of loans of approximately $4.9
million, of which $3.2 million was attributable to the May 1999 loan
securitization, and an increase in loan administration income of $1.3 million
due to the transfer of the residential mortgage servicing portfolio from
Collateral.
Noninterest income for the second quarter of 1999 was $10.4 million
compared to $9.0 million for the same period of the prior year. Significant
increases were experienced in the same categories as discussed above in the
year-to-date analysis.
Noninterest expenses for the six months ended June 30, 1999 totaled $29.6
million compared to $23.4 million for the same period in 1998. The increase is
primarily attributable to increases in salaries and benefits expense and
occupancy and equipment expense of $4.7 million and $802,000, respectively, from
June 1998 to June 1999. These increases are related to additional expenses
associated with the acquisition and operation of Avondale Funding.com, inc. and
an increase in the Bank's full time equivalent employees in residential mortgage
production and servicing operations, installment lending, and manufactured
housing operations, which were offset by a $1.8 million decrease in the loan
servicing fees paid to affiliates due to the Transfer of the residential
mortgage servicing operations from Collateral.
11
<PAGE>
Noninterest expenses for the second quarter of 1999 were $15.8 million
compared to $11.9 million for the same period of the prior year. Significant
increases and decreases were experienced in the same categories as discussed
above in the year-to-date analysis.
Interest Sensitivity
Through policies established by the Asset/Liability Management Committee
formed by New South's Board of Directors, the Company monitors and manages the
repricing and maturity of its assets and liabilities in order to diminish the
potential adverse impact that changes in interest rates could have on its net
interest income. The Asset/Liability Management Committee uses a combination of
traditional gap analysis, which compares the repricings, maturities, and
prepayments, as applicable, of New South's interest-earning assets, interest-
bearing liabilities and off balance sheet instruments, and interest rate
sensitivity analysis to manage interest rate risk.
The Company's interest rate sensitivity analysis evaluates interest rate
risk based on the impact on the net interest income and market value of
portfolio equity ("MVPE") of various interest rate scenarios. The MVPE analysis
is required quarterly by the Office of Thrift Supervision ("OTS") by virtue of
the Company's asset size. The Company also uses an earnings simulation model to
determine the effect of several interest rate scenarios on the Company's net
interest income. New South's Asset/Liability Management Committee meets semi-
monthly to monitor and evaluate the interest rate risk position of New South,
and to formulate and implement strategies for increasing and protecting the
interest rate margin and net income.
Brokered deposits are considered to be highly interest-sensitive and are
reflected in interest rate risk analyses reviewed by the Asset/Liability
Management Committee. Additionally, both the Asset/Liability Management
Committee and the New South's Board of Directors are apprised of the level of
brokered deposits on an ongoing basis.
For relatively short-term rate changes, New South can be characterized as
being in a well-hedged, or neutral, position. As of June 30, 1999, the Company's
interest rate risk management model indicated that projected net interest income
would decrease by 4.85% assuming an instantaneous increase in interest rates of
200 basis points, or decrease by 2.08%, assuming an instantaneous decrease of
200 basis points. All measurements of interest rate risk sensitivity fall within
guidelines established by New South's Board of Directors.
The Company uses interest rate contracts, primarily interest rate swaps and
caps, to reduce or modify interest rate risk. The impact of these instruments is
incorporated into the interest rate risk management model. The Company manages
the credit risk of its interest rate swaps, caps, and forward contracts through
(i) a review of creditworthiness of the counterparties to such contracts, (ii)
Board established credit limits for each counterparty, and (iii) monitoring by
the Asset/Liability Management Committee.
At June 30, 1999, New South had interest rate swap contracts with notional
amounts totaling $85 million. Of these, $65 million were variable-for-fixed swap
contracts designated as hedges against New South's loan portfolio. These
contracts effectively convert $65 million in variable rate funding to a fixed
rate, thus reducing the impact of an upward movement in interest rates on the
net interest margin.
Additionally, the Company has entered into $20 million in fixed-for-
variable swaps concurrent with the issuance of $20 million in brokered
certificates of deposit. These swaps reduce the current cost
12
<PAGE>
of these liabilities, and convert them to an adjustable rate. These swaps are
callable at the option of the counterparty. If called, the Company has the right
to call the certificates of deposit.
In addition, New South had $275 million in interest rate cap contracts
outstanding at June 30, 1999. As discussed above, the Company is exposed to
rising liability costs due to the relatively short-term nature of its liability
portfolio. The interest rate cap contracts serve as hedges against increases in
costs of liabilities.
Provision and Allowance for Loan Losses
Management establishes allowances for the purpose of absorbing losses that
are inherent within the loan portfolio and that are expected to occur based on
management's review of historical losses, underwriting standards, changes in the
composition of the loan portfolio, changes in the economy, and other factors.
The allowance for loan losses is maintained at a level considered adequate to
provide for losses as determined by management's continuing review and
evaluation of the loans and its judgment as to the impact of economic conditions
on the portfolio. Charges are made to the allowance for loans that are charged
off during the year while recoveries of these amounts are credited to the
account. The Company follows a policy of charging off loans determined to be
uncollectible by management.
Additions to the allowance for loan losses, which are expensed as the
provision for loan losses on the Company's income statement, are made
periodically to maintain the allowance at an appropriate level based on
management's analysis of the inherent risk in the loan portfolio. The amount of
the provision is a function of the level of loans outstanding, the mix of the
outstanding loan portfolio, the levels of classified assets and nonperforming
loans, and current and anticipated economic conditions.
The Company's allowance for loan losses is based upon management's judgment
and assumptions regarding risk elements in the portfolio, future economic
conditions, and other factors affecting borrowers. The evaluation of the
allowance for loan losses includes management's identification and analysis of
loss inherent in various portfolio segments using a credit grading process and
specific reviews and evaluations of certain significant problem credits. In
addition, management monitors the overall portfolio quality through observable
trends in delinquencies, charge-offs, and general economic conditions in the
service area with residential mortgage and installment (automobile) loan
portfolios each being evaluated collectively for impairment. The adequacy of the
allowance for loan losses and the effectiveness of the Company's monitoring and
analysis system are also reviewed periodically by the banking regulators and the
Company's independent auditors.
Based on present information and an ongoing evaluation, management
considers the allowance for loan losses to be adequate to meet presently known
and inherent risks in the loan portfolio. Management's judgment as to the
adequacy of the allowance is based upon a number of assumptions about future
events, which it believes to be reasonable but which may or may not be valid.
Thus, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the
allowance for loan losses will not be required.
At June 30, 1999, the allowance for loan losses was $10.0 million, a 10.2%
increase compared to $9.1 million at December 31, 1998. The $933,000 increase
in the allowance for loan losses during the period is primarily attributable to
the Company's increased emphasis on different types of lending markets with
higher inherent risks including manufactured housing, residential construction
lending and home equity lines of credit.
13
<PAGE>
Earning Assets
Loans
Loans are the single largest category of earning assets and typically
provide higher yields than other categories. Total loans net of unearned income
decreased $121.3 million, or 14.9%, from $812.9 million at December 31, 1998 to
$691.5 million at June 30, 1999. Total loan originations for the six months
ended June 30, 1999 were $719.2 million. The Company sells a substantial portion
of its originated loans into the secondary market, primarily by securitizing
pools of loans and through sales to private investors. Such loan sales totaled
$840.6 million for the six months ended June 30, 1999, of which, $436 million
related to the loan securitization completed in May 1999.
Investment Securities
Investment securities are a significant component of the Company's total
earning assets. Total investment securities were $112.5 million at June 30,
1999, a 3.8% decrease compared to $117.0 million at December 31, 1998. The
decrease is primarily attributable to principal paydowns received during the six
months ended June 30, 1999, in addition to the maturities of other specific
securities which were not replaced with new security issues. At June 30, 1999,
all investment securities were classified as available for sale and recorded at
market value. The Company elected to classify its entire securities portfolio as
available for sale in order to maximize flexibility in meeting funding
requirements.
Funding Sources
Deposits are the Bank's largest source of funds used to support earning
assets. The Bank has been able to attract deposits by offering nationally
competitive rates. The Bank's deposits decreased $64.6 million, or 8.3%, from
$775.4 million at December 31, 1998 to $710.9 million at June 30, 1999. This
decrease in deposits was primarily due to maturity of approximately $61.2
million in brokered certificates of deposit, which were not renewed.
The Company also uses FHLB advances as an alternative low-cost funding
source. FHLB advances are secured by a pledge of most of the Company's
residential mortgage portfolio. These advances were $118.4 million at June 30,
1999, a 40.3% decrease compared to $198.4 million at December 31, 1998. The
decrease at June 30, 1999 is primarily attributable to the Company's application
of the proceeds from the sale of $70.7 million in consumer mortgage loans during
March 1999.
Capital
At June 30, 1999 shareholders' equity of the Company totaled $50.7 million,
or 5.4% of total assets, compared to $48.4 million, or 4.2% of total assets at
December 31, 1998. The increase is primarily attributable to the net income of
$3.8 million earned during the period and the reduction in assets due to the
$436 million loan securitization.
The OTS requires thrift financial institutions to maintain capital at
adequate levels based on a percentage of assets and off-balance sheet exposures,
adjusted for risk weights ranging from 0% to 100%. Under the risk-based
standard, capital is classified into two tiers. Tier 1 capital of the Bank
consists of common stockholders' equity, excluding the unrealized gain (loss) on
securities available-for-sale, minus certain intangible assets. The Bank's Tier
2 capital consists of the general reserve for loan
14
<PAGE>
losses subject to certain limitations. Consolidated regulatory capital
requirements do not apply to thrift holding companies. The following table sets
forth the Bank's specific capital amounts and ratios for the indicated periods.
<TABLE>
<CAPTION>
As of June 30, As of December 31,
Analysis of Capital 1999 1998
--------------- -------------------
(Dollars in Thousands)
<S> <C> <C>
Tier 1 capital $ 85,145 $ 79,891
Tier 2 capital 284 3,430
-------- --------
Total qualifying capital $ 85,429 $ 83,321
======== ========
Total risk-weighted assets $696,294 $802,409
======== ========
Tier 1 leverage ratio 9.08% 7.00%
Total risk-based capital ratio 12.27% 10.38%
Tier 1 risk-based capital ratio 11.13% 9.96%
</TABLE>
The Bank has consistently exceeded regulatory minimum guidelines and it is
the intention of management to continue to monitor these ratios to ensure
regulatory compliance and maintain adequate capital for the Bank. The Bank's
current capital ratios place it in the "well capitalized" category.
Year 2000 Project
The year 2000 issue, which is common to most organizations, concerns the
inability of certain computer and operational systems to properly perform
calculations and process information containing four-digit date fields. New
South has developed and implemented an enterprise-wide strategy to address and
mitigate potential risks resulting from the year 2000 issue, which encompasses
the following components. The Company's Year 2000 plan includes all
subsidiaries.
. awareness of the year 2000 issue and communication/education of key
personnel on the approach to address potential problems;
. identification of significant systems, including both system hardware and
software, and interfaces to and from these systems;
. inventory and assessment of personal computers and shadow systems;
. assessment of potentially affected operational systems;
. establishment of a testing plan to test key internal systems and a
remediation plan to address any problems identified;
. evaluation, and testing when applicable, of the year 2000 efforts of
significant vendors and outside service organizations providing processing
for the Company; and,
. development of contingency plans, where necessary, to address potential
unidentified problems in both significant internal and external systems.
The Company utilizes third party service providers for most of its critical
systems; therefore, much of the Company's remediation effort relates to
monitoring and communicating with those service providers to gain assurance that
they will be able to effectively address the year 2000 issue. The Company has
actively participated, when possible, in the testing of the software provided by
the third party service providers. When active participation has not been
available, the Company has closely monitored the testing strategy of the
applicable service providers, and has gained assurance that their testing
procedures are adequate.
15
<PAGE>
Because of the nature of operations, the primary external customers of the
Company would be considered its borrowers and depositors. Although there is a
level of inherent risk that a borrower may be unable to meet its obligation to
the Company due to a year 2000 related problem, this risk is mitigated because
the Company does not have any loans that, by themselves, would materially impact
the Company's loan portfolio. The risk is further diminished by the fact that
the Company's loans are primarily secured by asset-based collateral where the
fair market value of such property is typically equal to or greater than the
outstanding loan balance.
The Company has successfully completed the testing phase of its year 2000
strategy which included testing of key internal systems, crucial shadow systems
including spreadsheets and other underlying systems. Moreover, the Company has
drafted contingency plans in the event of significant unforeseen year 2000
problems and/or failures in critical processing areas. These contingency plans
include written documentation of procedures necessary to minimize losses through
implementation of alternate processing procedures in an expeditious manner. The
contingency plans include such information as decision-making authority (i.e.,
personnel authorized to declare existing systems incapable of processing and, if
necessary, effect the implementation of developed contingency procedures), key
personnel to be involved if contingency plans are implemented, contact
information of any outside parties to be involved, detailed procedures necessary
to implement alternate processing, and interim controls which should be
implemented while contingency plans are in place. While contingency plans are
in place, in a worst case scenario, however, it is possible that basic utilities
the Company depends on might not be available for an extended period of time.
Should this unlikely event occur, the Company may experience significant delays
in its ability to perform services.
The Company has estimated its total internal costs for the year 2000
project to be between $1.5 million and $2.0 million, of which $1.1 million was
incurred prior to 1999 and approximately $300,000 has been incurred in fiscal
1999. Given the nature and scope of the project, it is not feasible at this
stage to estimate the degree of success of the project. However, management
believes the Company has a suitable plan in place to address the issue, and the
final outcome is not anticipated to have a material adverse effect on the
operations of the Company.
The foregoing information constitutes a Year 2000 Readiness Disclosure
pursuant to the Year 2000 Information and Readiness Disclosure Act.
Forward Looking Statements
This management discussion and analysis contains certain forward looking
information with respect to the financial condition, results of operations, and
business of the Company, including the Notes to Consolidated Financial
Statements and statements contained in the discussion above with respect to
security maturities, loan maturities, loan growth, expectations for and the
impact of interest rate changes, the adequacy of the allowance for loan losses,
expected loan losses, and the impact of inflation, unknown trends, or regulatory
action. The Company cautions readers that forward looking statements, including
without limitation those noted above, are subject to risks and uncertainties
that could cause actual results to differ materially from those indicated in the
forward looking statements. Factors that may cause actual results to differ
materially from those contemplated include, among others, the stability of
interest rates, the rate of growth of the economy in the Company's market area,
the success of the Company's marketing efforts, the ability to expand into new
segments of the market area, competition, changes in technology, the strength of
the consumer and commercial credit sectors, levels of consumer confidence, the
impact of regulation applicable to the Company, and the performance of stock and
bond markets.
16
<PAGE>
Part II
Other Information
Item 1. Legal Proceedings
The Company, in the ordinary course of business, from time to time, has
been named in lawsuits. Certain of these lawsuits are class actions, which
request unspecified or substantial damages. In each case, a class has not yet
been certified. These matters have arisen in the normal course of business and
are related to lending, collections, servicing and other activities and allege
breach of contract, breach of fiduciary duty, and similar tort claims or
violations of federal or state laws. The Company believes that it has
meritorious defenses to these lawsuits. Although the outcome of any such
litigation cannot be predicted with certainty, management is of the opinion that
ultimate resolution of these lawsuits will not have a material adverse effect on
the Company's financial condition or results of operations.
Item 6. Exhibits and Reports on Form 8-K
ITEM 6(A)--EXHIBITS
The exhibits listed in the Exhibit Index at page 19 of this Form 10-Q are
filed herewith or are incorporated by reference herein.
ITEM 6(B)--REPORTS on Form 8-K
No report on Form 8-K was filed by the Company during the period April 1,
1999 to June 30, 1999.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, New
South Bancshares, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
August 12, 1999 By: /s/ ROBERT M. COUCH
-------------------
Robert M. Couch
Executive Vice President
August 12, 1999 By: /s/ SUZANNE H. MOORE
--------------------
Suzanne H. Moore
Vice President and Controller
18
<PAGE>
EXHIBIT INDEX
The following is a list of exhibits including items incorporated by
reference:
*3.1 Certificate of Incorporation of New South Bancshares, Inc.
*3.2 By-Laws of New South Bancshares, Inc.
*4.1 Certificate of Trust of New South Capital Trust I
*4.2 Initial Trust Agreement of New South Capital Trust I
**4.3 Form of Junior Subordinated Indenture between the Company and
Bankers Trust Company, as Debenture Trustee
**10 Material Contracts
****24.1 Power of Attorney
27 Financial Data Schedule
- -----------------
* Filed with Registration Statement on Form S-1, filed April 6, 1998,
registration No. 333-49459
** Filed with Amendment No. 1 to the Registration Statement on Form S-1,
filed May 13, 1998
*** Filed with Amendment No. 2 to the Registration Statement on Form S-1,
filed May 26, 1998
**** Filed with Annual Report on Form 10-K, filed April 1, 1999
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> JUN-30-1999 JUN-30-1998
<CASH> 9,957 66,905
<INT-BEARING-DEPOSITS> 105 105
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 192,826 232,241
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 691,533 812,877
<ALLOWANCE> 10,040 9,107
<TOTAL-ASSETS> 938,150 1,142,622
<DEPOSITS> 710,851 775,448
<SHORT-TERM> 101,909 248,799
<LIABILITIES-OTHER> 6,726 17,016
<LONG-TERM> 67,919 52,919
0 0
0 0
<COMMON> 1,256 1,250
<OTHER-SE> 49,489 47,190
<TOTAL-LIABILITIES-AND-EQUITY> 938,150 1,142,622
<INTEREST-LOAN> 37,722 32,913
<INTEREST-INVEST> 3,641 7,377
<INTEREST-OTHER> 584 245
<INTEREST-TOTAL> 41,947 40,535
<INTEREST-DEPOSIT> 20,182 19,164
<INTEREST-EXPENSE> 26,396 25,302
<INTEREST-INCOME-NET> 15,551 15,233
<LOAN-LOSSES> 1,433 1,524
<SECURITIES-GAINS> 9,240 4,767
<EXPENSE-OTHER> 29,595 23,355
<INCOME-PRETAX> 5,789 5,988
<INCOME-PRE-EXTRAORDINARY> 5,789 5,988
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,757 3,515
<EPS-BASIC> 2.99 2.55
<EPS-DILUTED> 2.99 2.55
<YIELD-ACTUAL> 3.20 3.22
<LOANS-NON> 5,516 7,253
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 1,976 2,034
<LOANS-PROBLEM> 7,492 9,287
<ALLOWANCE-OPEN> 9,107 7,333
<CHARGE-OFFS> 848 1,412
<RECOVERIES> 348 492
<ALLOWANCE-CLOSE> 10,040 7,937
<ALLOWANCE-DOMESTIC> 10,040 7,937
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
