UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10 - QSB
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X QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT
--- OF 1934
For the quarterly period ended September 30, 2000
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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 (IRS Employer Identification No.)
of incorporation or organization)
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 November 8, 2000: 709,389
<PAGE>
NITTANY FINANCIAL CORP.
INDEX
<TABLE>
<CAPTION>
Page
Number
------------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
September 30, 2000 and December 31, 1999
Consolidated Statement of Income (Unaudited)
for the Three Months ended September 30, 2000 and 1999 4
Consolidated Statement of Income (Unaudited)
for the Nine Months ended September 30, 2000 and 1999 5
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited) for the Nine Months ended September 30,
2000 6
Consolidated Statement of Cash Flows (Unaudited) for the
Nine Months ended September 30, 2000 and 1999 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
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
</TABLE>
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 338,652 $ 826,181
Interest-bearing deposits with other banks 14,923 2,231,694
Investment securities available for sale 15,211,340 15,872,402
Investment securities held to maturity (market
value of $1,494,322 and $1,652,336) 1,551,577 1,674,729
Loans receivable (net of allowance for loan losses
of $301,673 and $186,647) 39,302,925 27,979,708
Premises and equipment 358,954 175,587
Intangible assets 858,677 894,392
Accrued interest and other assets 435,560 390,031
------------ ------------
TOTAL ASSETS $ 58,072,608 $ 50,044,724
============ ============
LIABILITIES
Deposits:
Noninterest-bearing demand $ 2,424,201 $ 2,626,107
Interest-bearing demand 7,163,835 5,659,727
Money market 14,362,661 15,032,313
Savings 4,663,331 1,732,077
Time 17,403,171 10,733,000
------------ ------------
Total deposits 46,017,199 35,783,224
FHLB advances 5,600,000 8,600,000
Accrued interest payable and other liabilities 438,988 430,097
------------ ------------
TOTAL LIABILITIES 52,056,187 44,813,321
------------ ------------
STOCKHOLDER'S EQUITY
Serial preferred stock, no par value; 5,000,000 shares - -
authorized, none issued
Common stock, $.10 par value, 10,000,000 shares
authorized; 709,389 and 656,476 issued and outstanding 70,939 65,648
Additional paid-in capital 7,040,564 6,464,476
Retained deficit (640,828) (752,781)
Accumulated other comprehensive loss (454,254) (545,940)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 6,016,421 5,231,403
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 58,072,608 $ 50,044,724
============ ============
</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 September 30,
2000 1999
------------ ------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 791,636 $ 410,363
Investment securities 286,728 277,890
Interest-bearing deposits with other banks 3,447 20,618
------------ ------------
Total interest and dividend income 1,081,811 708,871
------------ ------------
INTEREST EXPENSE
Deposits 520,236 310,235
FHLB advances 128,157 115,474
------------ ------------
Total interest expense 648,393 425,709
------------ ------------
NET INTEREST INCOME 433,418 283,162
Provision for loan losses 44,000 60,000
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 389,418 223,162
------------ ------------
NONINTEREST INCOME
Service fees on deposit accounts 52,976 32,816
Other income 12,742 13,362
------------ ------------
Total noninterest income 65,718 46,178
------------ ------------
NONINTEREST EXPENSE
Compensation and employee benefits 181,254 158,188
Occupancy and equipment 74,956 49,559
Data processing 52,376 40,809
Goodwill amortization 11,970 11,869
Professional fees 17,683 14,790
Printing and supplies 24,279 17,766
Other 63,108 66,412
------------ ------------
Total noninterest expense 425,626 359,393
------------ ------------
Income (loss) before income taxes 29,510 (90,053)
Income taxes - -
------------ ------------
NET INCOME (LOSS) $ 29,510 $ (90,053)
============ ============
EARNINGS (LOSS) PER SHARE:
Basic $ $0.04 $ ($0.16)
Diluted $0.04 ($0.16)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 709,389 577,436
Diluted 709,389 577,436
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
4
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
------------ ------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 2,062,216 $ 815,577
Investment securities 859,125 728,894
Interest-bearing deposits with other banks 68,324 81,010
------------ ------------
Total interest and dividend income 2,989,665 1,625,481
------------ ------------
INTEREST EXPENSE
Deposits 1,370,793 724,560
FHLB advances 397,262 240,548
------------ ------------
Total interest expense 1,768,055 965,108
------------ ------------
NET INTEREST INCOME 1,221,610 660,373
Provision for loan losses 115,000 60,000
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,106,610 600,373
------------ ------------
NONINTEREST INCOME
Service fees on deposit accounts 158,113 88,319
Realized gain on sale of securities - 1,342
Other income 33,861 25,606
------------ ------------
Total noninterest income 191,974 115,267
------------ ------------
NONINTEREST EXPENSE
Compensation and employee benefits 526,987 394,428
Occupancy and equipment 189,840 144,625
Data processing 136,347 94,452
Goodwill amortization 35,715 37,427
Professional fees 52,498 77,664
Printing and supplies 58,241 43,828
Other 187,003 166,295
------------ ------------
Total noninterest expense 1,186,631 958,719
------------ ------------
Income (loss) before income taxes 111,953 (243,079)
Income taxes - -
------------ ------------
NET INCOME (LOSS) $ 111,953 $ (243,079)
============ ============
EARNINGS (LOSS) PER SHARE:
Basic $ $0.16 $ ($0.42)
Diluted $0.16 ($0.42)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 700,663 577,436
Diluted 700,663 577,436
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
5
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Accumulated
Other
Additional Compre- Total
Common Paid-in Retained hensive Stockholders'
Stock Capital Deficit Loss Equity
--------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $65,648 $6,464,476 $ (752,781) $ (545,940) $5,231,403
Common stock issued, net 5,291 576,088 581,379
Net income 111,953 111,953
Other comprehensive income:
Unrealized gain on available
for sale securities 91,686 91,686
------- ---------- ------------ ------------ ----------
Balance, September 30, 2000 $70,939 $7,040,564 $ (640,828) $ (454,254) $6,016,421
======= ========== ============ ============ ==========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
6
<PAGE>
NITTANY FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 111,953 $ (243,079)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Provision for loan losses 115,000 60,000
Depreciation, amortization, and accretion, net 90,225 115,049
Investment security gains, net - (1,342)
Increase in accrued interest receivable (46,205) (102,554)
Increase in accrued interest payable 9,042 132,237
Other, net 525 14,110
------------ ------------
Net cash provided by (used for) operating activities 280,540 (25,579)
------------ ------------
INVESTING ACTIVITIES
Investment securities available for sale:
Purchases - (6,851,792)
Proceeds from sales - 428,554
Maturities and repayments 744,778 2,462,572
Investment securities held to maturity:
Purchases - (1,945,065)
Maturities and repayments 122,914 234,768
Net increase in loans receivable (13,535,115) (19,395,256)
Proceeds from sales of loans 2,095,500 -
Purchase of premises and equipment (228,271) (86,608)
------------ ------------
Net cash used for investing activities (10,800,194) (25,152,827)
------------ ------------
FINANCING ACTIVITIES
Net increase in deposits 10,233,975 19,268,416
Proceeds from long-term FHLB advances - 3,600,000
Repayment of long-term FHLB advances (3,000,000) -
Net proceeds from the sale of common stock 581,379 -
------------ ------------
Net cash provided by financing activities 7,815,354 22,868,416
------------ ------------
Decrease in cash and cash equivalents (2,704,300) (2,309,990)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 3,057,875 5,929,243
------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 353,575 $ 3,619,253
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period for:
Interest on deposits and borrowings $ 1,759,013 $ 832,871
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
7
<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.
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 that 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 nine-months ended September 30, 2000 are not
necessarily indicative of the results to be expected for the fiscal year ended
December 31, 2000 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 31,1999 and 1998, which
are incorporated by reference in the Company's Annual Report on Form 10-KSB.
NOTE 2 - EARNINGS PER SHARE
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. For the three and nine-months ended September 30, 1999 and 2000,
there were no dilutive shares of common stock.
NOTE 3 - SUBSEQUENT EVENT
On October 26, 2000, the Board of Directors of the Company declared a 10% stock
dividend on the Company's outstanding common stock, payable on or about January
1, 2001, to stockholders of record as of December 1, 2000.
NOTE 4 - COMPREHENSIVE INCOME
Comprehensive income (loss) for the three and nine months periods ended is, as
follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $ 29,510 $ (90,053) $111,953 $(243,079)
Unrealized gain (loss) on securities
available for sale, net of taxes 120,529 (100,673) 91,686 (435,434)
-------- --------- -------- ---------
$150,039 $(190,726) $203,639 $(678,523)
======== ========= ======== =========
</TABLE>
8
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS
GENERAL
The Private Securities Litigation Act of 1995 contains safe harbor provisions
regarding forward-looking statements. When used in this discussion, the words
"believes," "anticipates," "contemplates," "expects," and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties which could cause actual results to differ
materially from those projected. Those risks and uncertainties include changes
in interest rates, the ability to control costs and expenses, the opening of
additional branch locations, general economic conditions, government policies
and actions of regulatory authorities. The Company undertakes no obligation to
publicly release the results of any revisions to those forward looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
OVERVIEW
Nittany Financial Corp. ("Nittany") is a holding company organized in 1997 for
the purpose of establishing a de novo community bank in State College,
Pennsylvania. The business operations of Nittany include two operating
subsidiaries, Nittany Bank and Nittany Asset Management, Inc. (collectively, the
"Company"). Nittany Bank commenced operations on October 26, 1998 and Nittany
Asset Management commenced operations in November 1999.
CHANGES IN FINANCIAL CONDITION
Total assets increased $8,028,000 or 16.0% from $50,045,000 at December 31, 1999
to $58,073,000 at September 30, 2000. During the first nine months of 2000, the
Company experienced strong growth in net loans of $11,323,000 that was funded
primarily through increases in deposit products totaling $10,234,000.
9
<PAGE>
Cash and cash equivalents decreased $2,704,000 to $3,058,000 at September 30,
2000 from $5,929,000 at December 31, 1999. Such activity was primarily used to
meet daily operating needs, repay FHLB advances, and provide temporary funding
for loan demand. Management maintains a level of cash equivalents which is
desirable for meeting the normal cash flow requirements of its customers for the
funding of loans and repayment of deposits.
Net loans increased to $39,303,000 at September 30, 2000 from $27,980,000 at
December 31, 1999. The increase in net loans resulted from the economic health
of the Company's market area and the strategic, service-oriented marketing
approach taken by management to meet the lending needs of the area. Of this
increase, approximately $11,191,000 was comprised of loans collateralized by
various forms of real estate. Management attributes the increases in residential
owner occupied and non-owner occupied and commercial properties of $4,759,000,
$2,230,000 and $2,928,000, respectively, to continued customer referrals and the
Company's overall relationship with its customers. As of September 30, 2000, the
Company has additional commitments to fund loan demand of $1,743,000.
At September 30, 2000, the Company's allowance for loan losses approximated
$302,000 as compared to $187,000 at December 31, 1999. Management continually
evaluates the adequacy of the allowance for loan losses, which encompasses the
overall risk characteristics of the various portfolio segments, past experience
with losses, the impact of economic conditions on borrowers, industry standards
since the Bank is a denovo bank and other relevant factors that may come to the
attention of management. Although the Company maintains its allowance for loan
losses at a level that it considers to be adequate to provide for the inherent
risk of loss in its loan portfolio, there can be no assurance that future losses
will not be required in future periods. Management may increase the allowance
for loan losses based upon its quarterly internal risk analysis. There were no
loans greater than ninety days past due at September 30, 2000 and loans past due
thirty days or more only totaled $67,000.
Due to the continued marketing efforts of promoting the opening of a new
community bank in the State College area, as well as customer referrals and the
Company's overall relationship with its customers, deposits increased 28.6% to
$46,017,000 at September 30, 2000 from $35,783,000 at December 31, 1999. This
increase was primarily the result of increases in time and savings deposits of
$6,670,000 and $2,931,000, respectively. The Company completed a successful
effort to lengthen the maturities of its deposit base by growing one to three
year certificates of deposit by $6,840,000 for the period while partially being
offset by a decline in short-term certificates of $1,706,000. In addition,
management aggressively marketed depositors by promoting a core savings account
product.
Stockholder's equity increased $785,000 to $6,016,000 at September 30, 2000 from
$5,231,000 at December 31, 1999 as a result of net income of $112,000 and the
sale of 52,913 shares of common stock resulting in net proceeds of $581,000.
RESULTS OF OPERATIONS
The Company recorded net income of $30,000 and $112,000 for the three and nine
months ended September 30, 2000, respectively, as compared to a net loss of
$90,000 and $243,000, respectively, for the same periods in 1999.
.
The $120,000 increase in net income for the three months ended September 30,
2000, as compared to the three months ended September 30, 1999, was attributable
to an increase in net interest income of $150,000 and an increase in noninterest
income of $20,000. Partially offsetting these favorable variances between
quarters were increases in noninterest expense and the provision for loan
losses, of $66,000 and $16,000, respectively.
10
<PAGE>
The $355,000 increase in net income for the nine months ended September 30,
2000, as compared to the nine months ended September 30, 1999, was attributable
to an increase in net interest income of $561,000 and an increase in noninterest
income of $77,000. Also partially offsetting these favorable variances between
quarters were increases in noninterest expense and the provision for loan
losses, of $228,000 and $55,000, respectively.
Net interest income for the three and nine-months ended September 30, 2000 was
$433,000 and $1,222,000 as compared to $283,000 and $660,000 for the same
periods ended 1999. Interest income increased $373,000 and $1,364,000 for the
three and nine-months ended September 30, 2000 as compared to the prior year.
These increases can be attributed primarily to increases in interest earned on
loans receivable and investment securities of $389,000 and $1,377,000 for the
three and nine-month periods ended September 30, 2000 as compared to the same
periods ended 1999, respectively. Although there was an increase in general
interest rate levels during these periods, interest income was primarily driven
by increases in average balances of interest-earning assets. The average balance
of loans outstanding increased $16.7 million to $37.7 million and $19.5 million
to $33.5 million for the three and nine-months ended September 30, 2000,
respectively, compared to $21.0 million and $14.1 million, respectively, for the
same periods ended in 1999. The yield on interest earning assets increased to
7.79% and 7.54% for the three and nine-months ended September 30, 2000,
respectively, from 6.79% and 6.52% for the same periods ended in 1999. These
increases result primarily from an overall increasing interest rate environment
during the aforementioned time periods.
Interest expense increased $223,000 and $803,000 for the three and nine-months
ended September 30, 2000 as compared to the same period in 1999. Interest
incurred on deposits increased $210,000 and $646,000 to $520,000 and $1,371,000
for the three and nine-months ended September 30, 2000, compared to $310,000 and
$725,000 for the same periods in 1999. This increase was primarily attributable
to an increase in the average balance of interest-bearing deposits of $13.2
million and $14.5 million to $40.7 million and $36.1 million for the three and
nine-months ended September 30, 2000, respectively, compared to $27.5 million
and $21.6 million, respectively, for the same periods in 1999. As noted
previously, increased marketing efforts and higher yielding promotional products
stimulated this growth. Interest incurred on borrowed funds increased $13,000
and $157,000 to $128,000 and $397,000 for the three and nine-months ended
September 30, 2000, respectively, compared to $115,000 and $241,000 for the same
periods in 1999. These increases were also driven by fluctuations in the average
principal balances coupled with the rising interest rate environment and were
necessitated due to increased demand for real estate loans. The rising interest
rate environment resulted in the cost of funds increasing to 5.37% and 5.28% for
the three and nine-months ended September 30, 2000, respectively, from 4.72% and
4.53% for the same periods ended in 1999.
Total noninterest income for the three and nine-months ending September 30, 2000
increased $20,000 and $77,000 to $66,000 and $192,000, respectively, as compared
to $46,000 and $115,000 for the same periods ended in 1999. Noninterest income
items are primarily comprised of normal service charges and fees on deposits,
along with fee income derived from asset management services and related
commissions. Such amounts have progressively increased during each quarter as
the number of accounts and volume of related transactions have increased.
Additionally, for the current three and nine months period, Nittany Asset
Management contributed approximately $10,000 and $31,000, respectively to other
income.
Total noninterest expenses increased $66,000 and $228,000 to $426,000 and
$1,187,000 for the three and nine-months ended September 30, 2000, respectively,
from $359,000 and $959,000, respectively, for the same periods ended in 1999. In
the prior year periods, Nittany Bank had been in operation for less than a year.
The increase in total noninterest expenses for the current year three and
nine-month periods is primarily related to operating a larger organization which
includes the opening of an additional branch during the third quarter of 2000,
and related marketing efforts to increase visibility within the Company's
market. On April 24, 2000, the Company entered into a lease agreement for a new
branch office located in State College, which began operations on August 7,
2000. In connection with the new branch office, 3 people were hired and
increased expenses occurred due to depreciation resulting from renovation costs,
as well as increased utility usage from operating another branch. Higher
professional fees for the prior year three and nine-month periods were the
result of costs incurred at the onset of the Company's operations.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
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 September 30, 2000, 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 16.2%, 15.3%, 9.7% and 15.6%, 14.8%, 9.4%, respectively, at September
30, 2000.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults by the Company on its senior securities
None
Item 4. Submission of matters to a vote of security holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
(a) 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. *
10.1 Employment Agreement between the Bank and David Z. Richards *
10.2 Nittany Financial Corp. 1998 Stock Option Plan**
27 Financial Data Schedule (electronic filing only)
99 Independent Accountants Review Report
-----------
* Incorporated by reference to the identically numbered exhibit to the
registration statement on Form SB-2 (File No. 333-57277) declared effective
by the SEC on July 31, 1998.
** Incorporated by reference to the identically numbered exhibit to the Form
10-KSB filed with the Commission on March 28, 2000.
(b) Reports on Form 8-K.
On October 26, 2000, an Item 5 Form 8-K was filed to disclose the
declaration of a 10% stock dividend on the Company's outstanding common stock.
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 hereunto duly authorized.
Nittany Financial Corp.
Date: November 14, 2000 By: /s/David Z. Richards
-------------------------------------
David Z. Richards
President, Chief Executive Officer,
and Chief Accounting Officer
14