UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10 - QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from __ to __
Commission File Number 333-57277
--------------------------------
Nittany Financial Corp.
-----------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2925762
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
116 E. College Avenue, State College, Pennsylvania 16801
--------------------------------------------------------
(Address of principal executive offices)
(814) 234-7320
--------------
(Registrant'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 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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class: Common Stock, par value $.10 per share
Outstanding at July 10, 1999: 577,436
<PAGE>
NITTANY FINANCIAL CORP.
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of
June 30, 1999 and December 31, 1998 3
Consolidated Statement of Income (Unaudited)
for the Three and Six Months ended June 30, 1999 and 1998 4
Consolidated Statement of Changes in
Stockholders' Equity (Unaudited) at June 30, 1999 5
Consolidated Statement of Cash Flows (Unaudited)
for the Six Months ended June 30, 1999 and 1998 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Default Upon Senior Securities 13
Item 4. Submissions of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 258,892 $ 307,443
Interest-bearing deposits with other banks 1,442,617 5,621,800
Investment securities available for sale 16,536,254 13,150,768
Investment securities held to maturity (market
value of $1,764,004) 1,815,406 -
Loans receivable (net of allowance for loan losses
of $98,834 and $98,988 ) 17,799,384 4,424,132
Premises and equipment 185,703 126,160
Intangible assets 912,372 941,886
Accrued interest and other assets 371,614 218,394
------------- ------------
TOTAL ASSETS $ 39,322,242 $ 24,790,583
============= ============
LIABILITIES
Deposits:
Noninterest-bearing demand $ 1,555,948 $ 777,400
Interest-bearing demand 3,099,254 2,146,171
Money market 12,408,691 5,409,434
Savings 1,212,955 1,269,834
Time 7,170,037 4,389,545
------------- ------------
Total deposits 25,446,885 13,992,384
FHLB advances 9,100,000 5,000,000
Accrued interest payable and other liabilities 109,501 144,546
Commitment to purchase investment security - 500,000
------------- ------------
TOTAL LIABILITIES 34,656,386 19,636,930
------------- ------------
STOCKHOLDER'S EQUITY
Serial perferred stock, no par value; 5,000,000 shares - -
authorized, none issued
Common stock, $.10 par value, 10,000,000 shares
authorized; 577,436 issued and outstanding 57,744 57,744
Additional paid-in capital 5,652,145 5,652,145
Retained deficit (678,676) (525,650)
Accumulated other comprehensive loss (365,357) (30,586)
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 4,665,856 5,153,653
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 39,322,242 $ 24,790,583
============= ============
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
3
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
------------- ------------ -------------- -----------
<S> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 254,869 $ - $ 405,214 $ -
Interest-bearing deposits with other banks 17,985 744 60,392 1,208
Investment securities 246,272 - 451,004 -
------------- ------------ ------------ -----------
Total interest and dividend income 519,126 744 916,610 1,208
------------- ------------ ------------ -----------
INTEREST EXPENSE
Deposits 234,480 - 414,325 -
FHLB advances 75,017 - 125,074 -
------------- ------------ ------------ -----------
Total interest expense 309,497 - 539,399
------------- ------------ ------------ -----------
NET INTEREST INCOME 209,629 744 377,211 1,208
Provision for loan losses - - - -
------------- ------------ ------------ -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 209,629 744 377,211 1,208
------------- ------------ ------------ -----------
NONINTEREST INCOME
Service fees on deposit accounts 28,252 - 55,503 -
Other income 8,772 - 12,244 -
Realized Gain on Sale of Securities 1,342 - 1,342 -
------------- ------------ ------------ -----------
Total noninterest income 38,366 - 69,089 -
------------- ------------ ------------ -----------
NONINTEREST EXPENSE
Compensation and employee benefits 126,316 13,662 236,240 32,811
Occupancy and equipment 45,886 - 95,066 439
Data processing 17,852 - 33,630 -
Goodwill amortization 11,868 - 25,558 -
Professional fees 38,117 1,459 62,874 3,697
Printing and supplies 9,154 - 26,062 118
Other 68,328 17,761 119,896 20,515
------------- ------------ ------------ -----------
Total noninterest expense 317,521 32,882 599,326 57,580
------------- ------------ ------------ -----------
Loss before income taxes (69,526) (32,138) (153,026) (56,372)
Income taxes - - - -
------------- ------------ ------------ -----------
NET LOSS $ (69,526) $ (32,138) $ (153,026) $ (56,372)
============= ============ ============ ===========
BASIC LOSS PER SHARE $ ($0.12) $ ($1.59) ($0.27) $ ($3.29)(1)
DILUTED LOSS PER SHARE (2) (0.12) - ($0.27) -
WEIGHTED AVERAGE SHARES OUTSTANDING 577,436 20,269 577,436 17,150
</TABLE>
(1) - Loss per share is calculated using the weighted average number of
shares outstanding from February 18, 1998, the first date that stock was
issued.
(2) The Company provides dual presentation of Basic and Diluted earnings per
share. Basic earnings per share utilizes net income as reported as the
numerator and the actual average shares outstanding as the denominator.
Diluted earnings per share includes any dilutive effects of options,
warrants, and convertible securities. At June 30, 1998 there were no
dilutive common shares of stock outstanding.
See accompanying notes to the unaudited consolidated financial statements.
4
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Other
Additional Compre- Total Compre-
Common Paid-in Retained hensive Stockholders' hensive
Stock Capital Earnings (Loss) Equity (Loss)
----------- --------------- ------------- ------------ -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $ 57,744 $ 5,652,145 $ (525,650) $ (30,586) $ 5,153,653 $
Net loss (153,026) (153,026) (153,026)
Other comprehensive income:
Unrealized loss on available for
sale securities (334,771) (334,771) (334,771)
----------
Comprehensive loss $ (487,797)
---------- -------------- ----------- ---------- ------------ ==========
Balance, June 30, 1999 $ 57,744 $ 5,652,145 $ (678,676) $ (365,357) $ 4,665,856
========== ============== =========== ========== ============
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
5
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
------------- ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (153,026) $ (56,372)
Adjustments to reconcile net loss to
net cash used for operating activities:
Provision for loan losses - -
Depreciation, amortization, and accretion, net 81,931 -
Increase in accrued interest receivable (101,882) -
Increase in accrued interest payable 4,760 -
Other, net (91,143) 5,623
------------ -----------
Net cash used for operating activities (259,360) (50,749)
------------ -----------
INVESTING ACTIVITIES
Purchase of certificate of deposit - (10,548)
Decrease in commitment to purchase AFS investment security (500,000) -
Investment securities available for sale:
Purchases (6,351,792) -
Maturities and repayments 2,596,201 -
Investment securities held to maturity:
Purchases (1,945,065) -
Maturities and repayments 128,444
Net increase in loans receivable (13,372,124) -
Purchase of premises and equipment (78,541) (2,649)
------------ -----------
Net cash used for investing activities (19,522,877) (13,197)
------------ -----------
FINANCING ACTIVITIES
Net increase in deposits 11,454,503 -
Proceeds from FHLB advances 4,100,000 -
Net proceeds from the sale of common stock - 200,002
------------ -----------
Net cash provided by financing activities 15,554,503 200,002
------------ -----------
Increase (decrease) in cash and cash equivalents (4,227,734) 136,056
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,929,243 29,449
------------ -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,701,509 $ 165,505
============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period for:
Interest on deposits and
borrowings $ 544,159 $ 0
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
6
<PAGE>
NITTANY FINANCIAL CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of Nittany Financial Corp. (the
"Company") includes its wholly-owned subsidiaries, Nittany Bank (the
"Bank") and Nittany Asset Management, Inc. All significant intercompany
items have been eliminated.
On May 24, 1999, Nittany Asset Management, Inc. was formed and
incorporated as a Pennsylvania corporation. Nittany Asset Management,
Inc. is a wholly-owned subsidiary of the Company and was formed to engage
in the offering of various types of investment services. At June 30, 1999
the Company was not funded.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and,
therefore, do not necessarily include all information that would be
included in audited financial statements. The information furnished
reflects all adjustments which are, in the opinion of management,
necessary for a fair statement of the results of operations. All such
adjustments are of a normal recurring nature. The results of operations
for the three and six months ended June 30, 1999 are not necessarily
indicative of the results to be expected for the fiscal year ended
December 31, 1999 or any other interim period.
These statements should be read in conjunction with the consolidated
financial statements and related notes for the year ended December 31,
1998 which are incorporated by reference in the Company's Annual Report
on Form 10-KSB.
7
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATIONS
The Company's wholly owned subsidiary, Nittany Bank (the "Bank") commenced
operations as of October 26, 1998, and its activities have primarily consisted
of offering deposits, originating loans and servicing the deposits and loans
acquired from First Commonwealth Bank. Prior to October 26, 1998 the Company's
primary activities centered on the formation of the Bank.
On May 24, 1999, Nittany Asset Management, Inc. was formed and incorporated as a
Pennsylvania corporation. Nittany Asset Management, Inc. is a wholly owned
subsidiary of the Company and was formed to engage in the offering of various
types of investment services. At June 30, 1999, the company was not funded.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1999
AND DECEMBER 31, 1998
Total assets at June 30, 1999 increased $14,531,000 or 58.6% from $24,791,000 at
December 31, 1998 to $39,322,000 at June 30, 1999 due to strong growth in both
loans and deposits within the Company's market area. Loans grew by $13,375,000
during the period and were funded primarily by growth in deposits of
$11,455,000.
Interest-bearing deposits with other banks decreased $4,179,000 or 74.3% from
$5,622,000 at December 31, 1998 to $1,443,000 at June 30, 1999. Management began
to utilize excess overnight deposits to fund loan demand during the period.
Total investment securities available for sale increased $3,385,000 or 25.7%
from $13,151,000 at December 31, 1998 to $16,536,000 at June 30, 1999. The
increase was primarily in both fixed and adjustable rate mortgage-backed
securities, which comprised 48.9% of the investment portfolio at June 30, 1999
as compared to 29.3% of the portfolio at December 31, 1998. Management continued
to emphasize increasing its mortgage-backed securities portfolio in order to
maintain yield, while providing the cash flows needed to assist in funding
future loan demand.
Rising interest rates caused the net unrealized losses on securities available
for sale to rise to $365,000 at June 30, 1999. Management has monitored the
portfolio and determined that the quality of the portfolio is excellent.
Although the increase in general rate levels and spreads has caused the
unrealized losses, management has no intention of liquidating the portfolio
until maturity and does not expect the unrealized losses to have any effect on
operations.
At June 30, 1999, $1,815,000 in securities were placed as held to maturity.
These securities are comprised of mortgage-backed securities with a projected
weighted average life of under six (6) years.
Net loans receivable increased $13,375,000 or 302.3% from $4,424,000 at December
31, 1998 to $17,799,000 at June 30, 1999. The net increase was primarily
attributable to increases in one-to-four family mortgages of $7,471,000 and
nonresidential mortgages of $3,676,000. Such increases primarily reflected the
economic health of the Bank's market area, the competitive pricing of the Bank's
loan products, and the strategic, service-oriented, marketing approach taken by
management to meet the lending needs of the area. As of June 30, 1999, the
Company has outstanding commitments of approximately $2.4 million.
8
<PAGE>
Deposits increased $11,455,000 or 81.9% to $25,447,000 at June 30, 1999 from
$13,992,000 at December 31, 1998 due primarily to an increase in the volume of
money market deposit accounts and certificates of deposit of $6,999,000 and
$2,780,492, respectively. The growth in certificates of deposit was spread over
various maturity terms at competitive rates in the market. During the period,
the Company offered promotional certificates of deposit for 6, 12, 25 and 36
month terms, at or above competitive bank offerings.
Total FHLB borrowings at June 30, 1999 increased $4,100,000 to $9,100,000 from
$5,000,000 at December 31, 1998. The majority of the increase was attributable
to a $3,000,000 LIBOR based floating rate borrowing advanced during the second
quarter. During the period, the Company elected to retire a $5,000,000 FHLB
convertible borrowing at par and replaced such borrowing with a $5,000,000 LIBOR
based floating rate borrowing with a term of 12 months. Management has used the
FHLB borrowings to provide a lower cost of funding, manage interest rate risk
and provide capital for investments and loans.
Net interest income for the three and six months ended June 30, 1999 was
$210,000 and $377,000 respectively. Despite a slight increase in regional
interest rates during the first six months of 1999, both interest income and
expense were driven by increases in average balances of interest earning assets
and liabilities. Interest earning assets, which rose $14.4 million during 1999,
were primarily comprised of an increase in net loans of $13.4 million.
Interest-bearing liabilities increased $15.5 million during the six months ended
June 30, 1999, as increases in money market accounts of $7.0 million, time
deposits of $2.8 million and FHLB advances of $4.1 million occurred.
Noninterest expense, for the three and six months ended June 30, 1999 was
$318,000 and $599,000, respectively. Compensation and employee benefits expense
of $236,240 represents the necessary compensation and benefits associated with
the employment of the equivalent of 14 full time employees. Occupancy and
equipment expense of $95,066 consists primarily of rental payments for both
branch offices and the related maintenance, utilities, and depreciation of
leasehold improvements. Data processing expense of $33,630 is primarily related
to fees associated with the Company's third party service bureau. Goodwill
amortization of $25,558 is related to the amortization of goodwill over a
20-year period from the branch office acquisitions with First Commonwealth Bank.
Professional fees of $62,874 stem from outside assistance in complying with the
increased levels of regulatory compliance of a public reporting company.
Stationary, printing, supplies, and postage of $26,062 and other expense of
$119,896 consist of various smaller dollar items that are continually incurred
in performing the daily operations of the Company.
9
<PAGE>
YEAR 2000
The year 2000 problem is associated with the inability of some computer programs
to distinguish between the year 1900 and the year 2000 because of software
programs that were written with a two digit year field instead of a four digit
field. If not correctly programmed or rewritten, some computer applications
could fail to operate or may create erroneous results when the year changes to
2000 or other key dates in the first quarter of the year 2000. This could cause
entire system failures, miscalculations and disruptions of normal business
operations. As the banking industry is heavily dependent on computer systems,
the effect of this problem could be the temporary inability to process
transactions, generate statements and billings or engage in normal day to day
business activities. The extent of the potential impact of this problem is not
known and if not corrected in a timely manner, could affect the global economy.
Management and the Board of Directors views the year 2000 initiative as a high
priority of the Company. The Company continues to aggressively pursue
appropriate solutions and assurances with regard to compliance of all
potentially affected applications by the year 2000. The five phases of
awareness, assessment, renovation, validation and implementation either are, or
will be, completed by September 30, 1999.
During the awareness phase, the Company provided the Board of Directors with
monthly updates and received input from its members. The process of gathering
and sharing information included customers, employees and management. The
process was directed by an internal employee assigned the responsibility for
coordination in conjunction with a year 2000 team comprised of employees at all
levels of the bank. Brochures, mailings and statements stuffers were used to
keep customers abreast of the issues related to the year 2000.
The process of assessment was completed in the fourth quarter of 1998 and
included the inventorying of all hardware and software and the identification of
all systems, vendors and other services which could be affected by the date
change. The Company's year 2000 committee then determined which items were
"mission critical" and ranked them with our highest priority. All outside
vendors and commercial loan customers were asked to provide written
documentation of their compliance and complete a survey prepared by the bank.
Additionally, testing of internal equipment and services, such as fax machines,
computers and security equipment was completed.
The core processing system of the Bank was determined to be the most critical
item that could affect the Company. A third party service bureau (the "service
bureau") provides the Bank with all of the material data processing that could
be affected by this problem. The third party service bureau has advised the Bank
that it has completed the renovation phase and adequately tested all
applications. The service bureau has provided the bank with written testing
results and concluded they are substantially in compliance. Additionally, the
service bureau has provided the Company with a detailed contingency plan for the
Bank, in case problems arise after the first day of January, 2000. The core
application software vendor, whose products are used by the service bureau, has
obtained ITAA*2000 certification, which indicates that the software has the core
capabilities needed to handle the Year 2000 challenge.
10
<PAGE>
YEAR 2000 (CONTINUED)
As a new operation opened during the awareness of the year 2000 issue, the Bank
was cognizant of the issues as new equipment and vendors were implemented. As
such, the estimated costs associated with addressing the year 2000 issue were
estimated not to exceed $10,000. To date, less than $5,000 has been expended.
The validation phase includes extensive testing of all hardware, software and
systems provided by third party vendors. As of June 30, 1999, nearly all
"mission critical" core applications have been sufficiently tested and are
expected to be completed by Mid-August and implementation will be completed by
September 30, 1999.
All commercial borrowers of the bank with aggregate balances exceeding $100,000
have completed a risk assessment questionnaire and the bank has determined the
risk associated with such borrowers to be low.
A Contingency and Business Resumption Plan has been in process and communicated
with management, employees and the Board of Directors for several months. The
final plan is expected to be adopted by the Board of Directors by August 31,
1999. This plan addresses perceived risks associated with the year 2000 problem
which includes remediation contingency planning intended to mitigate any risks
associated with unforeseen system glitches, system failure, increased demand for
cash or processes outside the Bank's control. The remainder of 1999 will be used
to further validate this plan.
Customer awareness continues to be a priority and the Company expects to
communicate regularly with its customer base leading up to the year 2000 date
change.
Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business relationships with the
Bank, such as customers, vendors, payment system providers and other financial
institutions, makes it impossible to assure that a failure to achieve compliance
by one or more of these entities would not have a material impact on the
financial statements of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of funds are deposits, repayment of loans and
mortgage-backed securities, maturities of investments, and interest-bearing time
deposits with other banks and funds provided from borrowings. While scheduled
repayments of loans and mortgage-backed securities and maturities of investment
securities are predictable sources of funds, deposit flows and loan prepayments
are greatly influenced by the general level of interest rates, economic
conditions, and competition. We use our liquid resources principally to fund
loan commitments, maturing certificates of deposit and demand deposit
withdrawals, to invest in other interest-earning assets, and to meet operating
expenses.
Liquidity may be adversely affected by unexpected deposit outflows, excessive
interest rates paid by competitors, adverse publicity relating to the financial
services industry and similar matters. Management monitors projected liquidity
needs and determines the level desirable based in part on the Bank's commitments
to make loans and management's assessment of the Bank's ability to generate
funds. The Company maintains securities pledged at the Federal Home Loan Bank of
Pittsburgh to be used as collateral for any borrowings that may be necessary to
fund short and long term loan needs. The company views such borrowing as either
temporary or as an interest rate match on certain loans and other investments.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Management monitors both the Company's and the Bank's Total risk-based, Tier I
risk-based and Tier I leverage capital ratios in order to assess compliance with
regulatory guidelines. At June 30, 1999, both the Company and the Bank exceeded
the minimum risk-based and leverage capital ratio requirements. The Company's
and Bank's Total risk-based, Tier I risk-based and Tier I leverage ratios are
15.1%, 14.8%, 10.6% and 15.1%, 14.7%, 10.6%, respectively at June 30, 1999.
RISK ELEMENT
As of June 30, 1999, the Company had $1,000 of non-performing assets, which are
classified as impaired loans. Management monitors its loan portfolio for
impaired loans on a continual basis.
Although there was significant growth in the loan portfolio during the
three-month period ended June 30, 1999, non-performing loans continue to be
immaterial. Approximately 89% of the total loan portfolio to date are comprised
of 1-4 family and commercial real estate loans with adequate down payment.
Residential real estate mortgage loans comprise the majority of the portfolio.
These loan types have historically, by industry standards, incurred
significantly fewer losses in relationship to actual principal disbursed.
Management believes the level of the allowance for loan losses at June 30, 1999
is sufficient; however, there can be no assurance that the current allowance for
loan losses will be adequate to absorb all future loan losses. The relationship
between the allowance for loan losses and outstanding loans is a function of the
credit quality and known risk attributed to the loan portfolio. The on-going
loan review program and credit approval process is used to determine the
adequacy of the allowance for loan losses. Our internal allowance for loan loss
analysis utilizing various risk factors and weightings shows our allowance to be
adequate as of June 30, 1999.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in rights of the Company's security holders
None
Item 3. Defaults by the Company on its senior securities
None
Item 4. Submission of matters to a vote of security holders
The annual meeting of the shareholders was held on May 24, 1999 and
The following matters were voted upon:
Proposal 1 - Election of directors with terms to expire in 2003
FOR WITHHELD
--- --------
J. Garry McShea 469,506 1,700
D. Michael Taylor 469,506 1,700
Proposal 2 - The approval of Nittany Financial Corp. 1998 Stock
Option Plan
For: 404,106 Against: 21,000 Abstain: 46,100
Proposal 3 - The ratification of the appointment of S. R. Snodgrass,
A.C., as independent auditors of the Company for the fiscal year
ending December 31, 1999
For: 470,106 Against: 100 Abstain: 1,000
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are incorporated herein by reference:
3(I) Amended Articles of Incorporation of Nittany
Financial Corp.**
3(ii) Bylaws of Nittany Financial Corp.**
4 Specimen Stock Certificate of Nittany Financial
Corp.**
10 Employment Agreement between the Bank and David Z.
Richards**
27 Financial Data Schedule, filed herewith
** Incorporated by reference to the identically numbered exhibit to the
registration statement Form SB-2 (File No. 333-57277) declared
effective by the SEC on July 31, 1998.
(b) Reports on Form 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned and thereunto duly authorized.
Nittany Financial Corp.
(Registrant)
Date: By: /s/ David Z. Richards
----------------------------------------
August 16, 1999 David Z. Richards
President and Chief Executive Officer
14
<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> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 259
<INT-BEARING-DEPOSITS> 1,443
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 16,536
<INVESTMENTS-CARRYING> 1,815
<INVESTMENTS-MARKET> 1,764
<LOANS> 17,898
<ALLOWANCE> 99
<TOTAL-ASSETS> 39,322
<DEPOSITS> 25,447
<SHORT-TERM> 0
<LIABILITIES-OTHER> 109
<LONG-TERM> 9,100
0
0
<COMMON> 58
<OTHER-SE> 4,608
<TOTAL-LIABILITIES-AND-EQUITY> 39,322
<INTEREST-LOAN> 405
<INTEREST-INVEST> 451
<INTEREST-OTHER> 60
<INTEREST-TOTAL> 917
<INTEREST-DEPOSIT> 414
<INTEREST-EXPENSE> 540
<INTEREST-INCOME-NET> 377
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 599
<INCOME-PRETAX> (153)
<INCOME-PRE-EXTRAORDINARY> (153)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (153)
<EPS-BASIC> (.27)
<EPS-DILUTED> (.27)
<YIELD-ACTUAL> 0
<LOANS-NON> 1
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 99
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 99
<ALLOWANCE-DOMESTIC> 99
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
