<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1996
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------- ----------
Commission file number 33-8195
NORTH SIDE CAPITAL CORPORATION
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2920600
- ------------------------------- ---------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1105 North Market St., Suite 300, Wilmington, DE 19899
- -------------------------------------------------- -----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (302)427-8736
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which registered
None --
- ----------------------- ----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------------------------
(Title of class)
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
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S- K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Registrant had 1,000 shares of common stock outstanding as of December
20, 1996.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
J(1)(a) AND (b) OF FORM 10-K AND THEREFORE IS FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT CONTEMPLATED THEREBY.
<PAGE> 2
INDEX
NORTH SIDE CAPITAL CORPORATION
<TABLE>
<CAPTION>
Cover
Index Page
- ----- ----
<S> <C> <C>
PART I
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of
Security Holders 2
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 2
Item 6. Selected Financial Data 2
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 2
Item 8. Financial Statements and Supplementary Data 3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 3
PART III
Item 10. Directors and Executive Officers
of the Registrant 3
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial
Owners and Management 4
Item 13. Certain Relationships and Related Transactions 4
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 4
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
North Side Capital Corporation (the "Company") was incorporated in the
State of Delaware on June 23, 1986. The Company was organized by North Side
Savings Bank ("North Side") solely for the purpose of investing in
mortgage-backed securities and issuing and selling series of Mortgage-Backed
Sequential Pay Bonds (the "Bonds"). The Bonds are secured by collateral
consisting of Certificates (as defined below). Each such series of Bonds is
rated in the highest rating category by a nationally recognized statistical
rating agency.
The Bonds may be sold from time to time by the Company in one or more
series on terms to be determined at the time of the sale. Each series of Bonds
consists of one or more sequences. The Bonds of each series are collateralized
by "fully modified pass-through mortgage-backed certificates" ("GNMA
Certificates") guaranteed as to the full and timely payment of principal and
interest by the Government National Mortgage Association, which guaranty is
backed by the full faith and credit of the United States Government; by
guaranteed mortgage pass-through certificates ("FNMA Certificates") issued and
guaranteed as to the full and timely payment of principal and interest by the
Federal National Mortgage Association; by mortgage participation certificates
("FHLMC Certificates") issued and guaranteed as to the full and timely payment
of interest and the ultimate payment of principal by the Federal Home Loan
Mortgage Corporation (the GNMA, FNMA and FHLMC Certificates hereinafter referred
to collectively as the "Certificates"); or by a combination of such
Certificates. Because each series of Bonds is secured by separate collateral,
the investment characteristics of each series of Bonds differ.
EXPENSES
Substantially all of the Company's expenses consist of interest payments
due on the Bonds and amounts payable for the Company's operating expenses
incurred as a result of its responsibilities as Issuer of the Bonds. The
distributions on the Certificates pledged to secure each series of Bonds,
together with reinvestment income thereon, have been sufficient to enable the
Company to make all payments due on such series of Bonds in accordance with
their terms. The Company may also retain cash from the net proceeds of a series
of Bonds to make payments of its related operating expenses incurred as a result
of its responsibilities as Issuer of the Bonds.
CAPITAL RESOURCES AND LIQUIDITY
The Company's primary sources of funds are payments of interest and
principal on the Certificates pledged to secure one or more series of Bonds and
income from the reinvestment thereof. Management believes that the Company has
sufficient capital resources and liquidity to pay all amounts due on the Bonds
in accordance with their terms and all other anticipated expenses of the
Company. The Company does not have, nor does management expect the Company to
have in the future, any significant sources of funds other than distributions
received on the Certificates.
1
<PAGE> 4
RESULTS OF OPERATIONS
The Company's results of operations depend on the rate at which payments
of principal are made on the Certificates, the amount of reinvestment income
earned on distributions on the Certificates, the amount of cash retained to pay
operating expense and the level of the Company's operating expenses.
IMPACT OF INFLATION AND CHANGING PRICES
Inflation and increased prices may increase the level of the Company's
operating expenses. Such increases may be offset, in whole or in part, by
increases in income from reinvestment of distributions on the Certificates.
While major increases in the rate of inflation could result in higher than
anticipated levels of default in payment of the mortgages underlying the
Certificates, the guarantees of GNMA, FNMA and FHLMC with respect to the
Certificates should insulate the Company from the effects of such defaults.
The Company is a limited purpose finance subsidiary of North Side. All
of the Company's voting stock is held by North Side. As of September 30, 1996,
1,000 shares of the Company's common stock, par value $1.00 per share, were
issued and outstanding.
ITEM 2. PROPERTIES
The Company owns no physical properties.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to General Instruction J of Form 10-K, the information required
by Item 4 is omitted.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
All of the outstanding common stock of the Company is owned by North
Side.
ITEM 6. SELECTED FINANCIAL DATA
Pursuant to General Instruction J of Form 10-K, the information required
by Item 6 is omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Set forth below is management's discussion and analysis of operating
results for the year ended September 30, 1996.
2
<PAGE> 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
On February 25, 1988 the Company commenced operations with the issuance
of $100,100,000 mortgage-backed sequential pay bonds, Series 1, collateralized
by 11% GNMA certificates. The Class 1-A and 1-B Bonds have been fully paid off
in accordance with the terms thereof, and none of such Series is currently
outstanding. See Note 1 of Notes to Financial Statements.
Investment in mortgage-backed securities decreased $3.0 million during
fiscal 1996 as a result of principal prepayments and repayments on the
securities. The balance of collateralized mortgage obligations, Series 1,
decreased $3.4 million during fiscal 1996 reflecting bond redemptions required
by the indenture agreement and premium amortization.
Interest income and interest expense decreased $.4 million and $.4
million, respectively, during fiscal 1996 primarily as a result of principal
paydowns on both the GNMA Certificates and the Bonds. Interest income and
interest expense decreased $.6 million and $.6 million, respectively, for the
year ended September 30, 1995 compared to fiscal 1994, again primarily due to
principal paydowns on both the GNMA Certificates and the Bonds.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information
required by this Item and included in this Report are referenced in the
index appearing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction J of Form 10-K, the information required
by Item 10 is omitted.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction J of Form 10-K, the information required
by Item 11 is omitted.
3
<PAGE> 6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction J of Form 10-K, the information required
by Item 12 is omitted.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction J of Form 10-K, the information required
by Item 13 is omitted.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) (1) and (2) Financial Statements and Schedules
See Index-Financial Statements and Schedules appearing on Page F-1.
(3) Exhibits
All applicable exhibits were previously filed.
(b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K during the
fourth quarter of fiscal 1996.
4
<PAGE> 7
NORTH SIDE CAPITAL CORPORATION
INDEX TO FINANCIAL STATEMENTS
Financial Statements
<TABLE>
<S> <C>
Independent Auditors' Report F-2
Balance Sheets as of September 30, 1996 and 1995 F-3
Statements of Income for the Years Ended
September 30, 1996, 1995 and 1994 F-4
Statements of Changes in Stockholder's Equity (Deficit) for
the Years Ended September 30, 1996, 1995 and 1994 F-5
Statements of Cash Flows for the Years Ended
September 30, 1996, 1995 and 1994 F-6
Notes to Financial Statements F-7 to F-8
</TABLE>
All financial statement schedules are omitted due to inapplicability or because
the required information is included in the financial statements or notes
thereto.
F-1
<PAGE> 8
INDEPENDENT AUDITORS' REPORT
Board of Directors
North Side Capital Corporation:
We have audited the accompanying balance sheets of North Side Capital
Corporation (the "Corporation") as of September 30, 1996 and 1995 and the
related statements of income, changes in stockholder's equity (deficit), and
cash flows for each of the years in the three-year period ended September 30,
1996. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North Side Capital Corporation
as of September 30, 1996 and 1995 and the results of its operations and its cash
flows for each of the years in the three-year period ended September 30, 1996 in
conformity with generally accepted accounting principles.
New York, New York
December 20, 1996
F-2
<PAGE> 9
NORTH SIDE CAPITAL CORPORATION
BALANCE SHEETS
SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
ASSETS 1996 1995
- ------ ---- ----
Current Assets
<S> <C> <C>
CASH $ 378,807 $ 768,186
INTEREST RECEIVABLE 99,302 127,987
OTHER ASSETS 6,653 10,839
----------- -----------
TOTAL CURRENT ASSETS 484,762 907,012
INVESTMENT IN GNMA
MORTGAGE-BACKED
SECURITIES 10,632,733 13,598,813
DEFERRED COSTS - 22,637
___________ ___________
$11,117,495 $14,528,462
=========== ===========
LIABILITIES AND
STOCKHOLDERS'S EQUITY (DEFICIT)
Current Liabilities
ACCOUNTS PAYABLE $ 10,609 $ 16,817
INTEREST PAYABLE 197,502 256,018
----------- -----------
TOTAL CURRENT LIABILITIES 208,111 272,835
COLLATERALIZED MORTGAGE
OBLIGATIONS, SERIES 1
(INCLUDING PREMIUM OF
$0 AND $26,962) 10,920,169 14,274,537
Stockholder's Equity (Deficit)
COMMON STOCK, $1 PAR VALUE:
1,000 SHARES AUTHORIZED,
ISSUED AND OUTSTANDING 1,000 1,000
ACCUMULATED DEFICIT (11,785) (19,910)
----------- -----------
TOTAL STOCKHOLDER'S
EQUITY (DEFICIT) (10,785) (18,910)
----------- -----------
$11,117,495 $14,528,462
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE> 10
NORTH SIDE CAPITAL CORPORATION
STATEMENTS OF INCOME
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
INTEREST INCOME $1,330,191 $1,711,582 $2,341,549
INTEREST EXPENSE 1,311,898 1,685,105 2,324,778
---------- ---------- ----------
NET INTEREST INCOME 18,293 26,477 16,771
OPERATING AND ADMINISTRATIVE
EXPENSES 5,982 9,875 12,373
---------- ---------- ----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 12,311 16,602 4,398
PROVISION FOR
INCOME TAXES 4,186 5,645 1,495
---------- ---------- ----------
NET INCOME $ 8,125 $ 10,957 $ 2,903
========== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE> 11
NORTH SIDE CAPITAL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
TOTAL
STOCKHOLDER'S
COMMON ACCUMULATED EQUITY
STOCK DEFICIT (DEFICIT)
----- ------- ---------
<S> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1993 $ 1,000 $(33,770) $(32,770)
NET INCOME - 2,903 2,903
-------- -------- --------
BALANCE, SEPTEMBER 30, 1994 1,000 (30,867) (29,867)
NET INCOME - 10,957 10,957
-------- -------- --------
BALANCE, SEPTEMBER 30, 1995 1,000 (19,910) (18,910)
NET INCOME - 8,125 8,125
-------- -------- --------
BALANCE, SEPTEMBER 30, 1996 $ 1,000 $(11,785) $(10,785)
======== ======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE> 12
NORTH SIDE CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
OPERATING ACTIVITIES: 1996 1995 1994
- --------------------- ---- ---- ----
<S> <C> <C> <C>
NET INCOME $ 8,125 $ 10,957 $ 2,903
DECREASE IN INTEREST PAYABLE (58,516) (68,034) (191,433)
(DECREASE) INCREASE IN ACCOUNTS PAYABLE (6,208) (7,277) 559
DECREASE IN INTEREST RECEIVABLE 28,685 35,643 92,958
AMORTIZATION OF PREMIUM ON
GNMA MORTGAGE-BACKED SECURITITES - - 77,182
AMORTIZATION OF PREMIUM ON
MORTGAGE OBLIGATIONS (26,962) (48,000) (309,021)
AMORTIZATION OF DEFERRED COSTS 22,637 40,000 236,109
DECREASE IN OTHER ASSETS 4,186 5,645 1,495
----------- ----------- ------------
NET CASH USED IN
OPERATING ACTIVITIES (28,053) (31,066) (89,248)
----------- ----------- ------------
INVESTMENT ACTIVITIES:
PRINCIPAL PAYDOWNS ON GNMA
MORTGAGE-BACKED SECURITIES 2,966,080 3,926,097 10,159,129
----------- ----------- ------------
FINANCING ACTIVITIES:
PRINCIPAL PAYDOWNS ON COLLATERALIZED
MORTGAGE OBLIGATIONS (3,327,406) (3,724,948) (10,714,711)
----------- ----------- ------------
TOTAL (DECREASE) INCREASE
IN CASH AND CASH EQUIVALENTS (389,379) 170,083 (644,830)
----------- ----------- ------------
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 768,186 598,103 1,242,933
----------- ----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 378,807 $ 768,186 $ 598,103
=========== =========== ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-6
<PAGE> 13
NORTH SIDE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996, 1995 AND 1994
1. Organization
North Side Capital Corporation (the "Company") was incorporated on June 23, 1986
and is a limited purpose finance subsidiary of North Side Savings Bank ("North
Side"). The Company was organized for the purpose of issuing one or more series
of Collateralized Mortgage Obligations (the "Bonds") collateralized by "fully
modified pass-through mortgage-backed certificates" ("GNMA Certificates")
guaranteed as to the full and timely payment of principal and interest by the
Government National Mortgage Association, which guarantee is backed by the full
faith and credit of the United States Government; by guaranteed mortgage
pass-through certificates ("FNMA Certificates") issued and guaranteed as to the
full and timely payment of principal and interest by the Federal National
Mortgage Association; by mortgage participation certificates ("FHLMC
Certificates") issued and guaranteed as to the full and timely payment of
interest and the ultimate payment of principal by the Federal Home Loan Mortgage
Corporation; (the GNMA, FNMA, FHLMC Certificates hereinafter referred to
collectively as the "Certificates"); or by a combination of such Certificates.
The Company began operations on February 25, 1988 with the issuance of
$100,100,000 Collateralized Mortgage Obligations, Series 1, at a premium of
$6,028,027, collateralized by $100,018,251 principal amount of 11.00% GNMA
Certificates. At issuance, the Bonds consisted of:
<TABLE>
<CAPTION>
Principal Interest
Class Amount Rate
----- ------ ----
<S> <C> <C>
1-A $ 59,800,000 9.15%
1-B 24,000,000 10.00%
1-C 14,000,000 9.375%
1-Z 2,200,000 10.00%
1-R 100,000 1,556.75%
------------
$100,100,000
============
</TABLE>
The Bonds were initially issued in 5 tranches, one of which is an accrual bond
(Class 1-Z). The first two tranches have been paid out and principal and
interest payments are now being received by holders of the third tranche.
Interest continues to accrue on the Class 1-Z tranche, which had an unpaid
balance of $5,171,869 at September 30, 1996 compared to $4,681,640 at September
30, 1995.
2. Summary of Significant Accounting Policies
Pass-through mortgage-backed certificates:
The GNMA mortgage-backed securities are carried at cost plus unamortized
premium. The premium on the Certificates was amortized by the interest method on
the basis of anticipated prepayment patterns determined by reference to
historical prepayment experience for similar mortgage-backed securities. When
actual prepayments differed from the anticipated prepayments, the effective
yield used to amortize the premium was adjusted. As a result, the carrying value
of the pass-through certificates was adjusted
F-7
<PAGE> 14
NORTH SIDE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED
to the amount that would have existed had the new effective yield been applied
since the Certificates were acquired with a corresponding charge or credit to
interest income in the current year.
Income taxes:
Income tax expense is provided for financial reporting purposes on the basis of
the Company filing a separate income tax return. For the fiscal years ended
September 30, 1996, 1995, and 1994 the Company made provisions for Federal
income taxes at the statutory rate of 34%. As there are no timing differences
for financial reporting and Federal income tax purposes, no provision has been
made in the accompanying financial statements for deferred taxes. Since the
Company is a Delaware corporation, no provision has been made for state income
taxes.
Statement of Cash Flows:
For purposes of reporting cash flows, cash and cash equivalents are defined to
include cash.
3. Related Party Transactions
Certain directors and officers of the Company are also directors and officers of
North Side.
F-8
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NORTH SIDE CAPITAL CORPORATION
By: /s/ Thomas O'Brien
--------------------------
Thomas M. O'Brien
President, Chief Executive
Officer and Director
Date: December 20, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
- --------- -------- ----
<S> <C> <C>
/s/ Thomas M. O'Brien
- ------------------------ President, December 20, 1996
Thomas M. O'Brien Chief Executive Officer
and Director
/s/ Donald J. Puglisi
- ------------------------ Director December 20, 1996
Donald J. Puglisi
/s/ Donald C. Fleming
- ------------------------ Director, December 20, 1996
Donald C. Fleming Vice President and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Irvin L. Cherashore
- -----------------------
Irvin L. Cherashore Director December 20, 1996
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 378,807
<SECURITIES> 10,632,733
<RECEIVABLES> 99,302
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 484,762
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,117,495
<CURRENT-LIABILITIES> 208,111
<BONDS> 10,920,169
0
0
<COMMON> 1,000
<OTHER-SE> (11,785)
<TOTAL-LIABILITY-AND-EQUITY> (10,785)
<SALES> 0
<TOTAL-REVENUES> 1,330,191
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,982
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,311,898
<INCOME-PRETAX> 12,311
<INCOME-TAX> 4,186
<INCOME-CONTINUING> 8,125
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,125
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
