PHS BANCORP INC
10QSB, 2000-11-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10 - QSB

            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from            to
                                            ----------    ----------

                            SEC File Number 000-23230
                            -------------------------

                                PHS Bancorp, Inc.
                                -----------------
             (Exact Name of registrant as specified in its charter)


PENNSYLVANIA                                              23-2744266
------------                                              ----------
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                      Identification Number)


                                744 Shenango Road
                                  P.O. Box 1568
                        Beaver Falls, Pennsylvania 15010
                                (724) 846 - 7300
                      -------------------------------------

                        (Address, including zip code, and
                        telephone number, including area
                      code of Principal Executive Offices)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirement for the past 90 days. Yes [X] No [ ]

As of November 8, 2000 there were 2,574,738  shares  outstanding of the issuer's
class of common stock.


<PAGE>



                                PHS BANCORP, INC.
                    INDEX TO QUARTERLY REPORT ON FORM 10-QSB
<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                 Number
                                                                                                ------
<S>                                                                                            <C>
Part I Financial Information

  Item 1. Financial Statements

           Consolidated Balance Sheet (unaudited) as of September 30, 2000
           and December 31, 1999                                                                   3

           Consolidated Statement of Income (unaudited) for the Three and Nine
           Months ended September 30, 2000 and 1999                                                4

           Consolidated Statement of Comprehensive Income (unaudited) for
           the Three andNine 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 Consolidated Financial Statements                                              8


   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                                   9 - 15



Part II Other Information                                                                          16

           Signatures                                                                              17

</TABLE>

                                       2
<PAGE>
                                PHS BANCORP, INC.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    September 30,           December 31,
                                                                                         2000                   1999
                                                                                  -------------------    -------------------
<S>                                                                            <C>                    <C>
            ASSETS
            Cash and amounts due from other institutions                        $          1,544,582   $          3,533,452
            Interest - bearing deposits with other institutions                            4,959,301             11,416,781
            Investment securities:
                  Available for sale                                                      25,283,399             27,594,897
                  Held to maturity (market value $ 18,178,237
                     and $15,268,634)                                                     18,295,415             15,539,866
            Mortgage - backed securities:
                  Available for sale                                                      38,885,847             37,426,028
                  Held to maturity (market value $ 39,478,753
                     and $42,263,705)                                                     40,485,095             44,141,386
            Loans (net of allowance for loan losses of $1,421,339
                  and $1,359,900)                                                        128,041,519            118,745,043
            Accrued interest receivable                                                    1,667,381              1,538,163
            Premises and equipment                                                         4,636,001              4,295,194
            Federal Home Loan Bank stock                                                   2,614,800              2,614,885
            Other assets                                                                   1,448,814              1,794,646
                                                                                  -------------------    -------------------
                        TOTAL ASSETS                                            $        267,862,154   $        268,640,341
                                                                                  ===================    ===================
            LIABILITIES AND STOCKHOLDERS' EQUITY
            Deposits                                                            $        196,487,809   $        189,344,552
            Advances from Federal Home Loan Bank                                          41,294,800             50,294,800
            Other borrowings                                                                  86,702                120,039
            Accrued interest payable and other liabilities                                 1,876,768              2,129,613
                                                                                  -------------------    -------------------
                        Total liabilities                                                239,746,079            241,889,004
                                                                                  -------------------    -------------------
            Preferred stock, 2,000,000 shares authorized, none issued                              -                      -
            Common stock, $.10 par value 8,000,000 shares authorized,
                  2,760,000 shares issued                                                    276,000                276,000
            Additional paid in capital                                                    10,492,123             10,541,960
            Retained earnings  -  substantially restricted                                20,451,577             19,496,887
            Accumulated other comprehensive loss                                            (231,715)              (914,110)
            Unallocated ESOP shares (60,660 and 67,860 shares)                              (954,588)            (1,066,503)
            Unallocated RSP shares (18,949 and 27,330 shares)                               (217,911)              (314,295)
            Treasury stock, at cost (173,262 and 124,000 shares)                          (1,699,411)            (1,268,602)
                                                                                  -------------------    -------------------
                        Total stockholders' equity                                        28,116,075             26,751,337
                                                                                  -------------------    -------------------
                        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $        267,862,154   $        268,640,341
                                                                                  ===================    ===================


   See accompanying notes to the unaudited consolidated financial statements.

                                       3

<PAGE>


                                              PHS BANCORP, INC.
                                    CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)


                                                                Three Months Ended Sept. 30,           Nine Months Ended Sept. 30,
                                                                   2000              1999                 2000              1999
                                                               --------------    --------------       -------------     ------------
<S>                                                        <C>               <C>                  <C>               <C>
INTEREST AND DIVIDEND INCOME
      Loans                                                  $     2,614,672   $     2,319,708      $    7,542,159    $    6,554,016
      Investment securities:
          Taxable                                                    501,373           462,353           1,527,526         1,389,154
          Exempt from federal income tax                             253,697           252,983             795,831           725,803
      Mortgage - backed securities                                 1,396,696         1,390,815           4,273,816         4,145,345
      Interest - bearing deposits with other institutions             29,839            21,900             115,591           121,628
                                                               --------------    --------------       -------------     ------------
               Total interest income                               4,796,277         4,447,759          14,254,923        12,935,946
                                                               --------------    --------------       -------------     ------------

INTEREST EXPENSE
      Deposits                                                     2,045,914         1,739,094           5,912,298         5,191,963
      Advances from Federal Home Loan Bank                           593,012           583,662           1,847,444         1,552,821
      Other borrowings                                                 1,125             1,663               3,785            53,879
                                                               --------------    --------------       -------------     ------------
               Total interest expense                              2,640,051         2,324,419           7,763,527         6,798,663
                                                               --------------    --------------       -------------     ------------

               Net interest income                                 2,156,226         2,123,340           6,491,396         6,137,283

PROVISION FOR LOAN LOSSES                                            150,000           120,000             405,000           305,000
                                                               --------------    --------------       -------------     ------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                2,006,226         2,003,340           6,086,396         5,832,283
                                                               --------------    --------------       -------------     ------------

NONINTEREST INCOME
      Service charges on deposit accounts                            142,263           124,689             393,763           329,670
      Investment securities gains, net                                 7,315                 -               7,315                 -
      Rental income, net                                              22,717            22,135              64,649            66,574
      Other income                                                    87,688            86,020             173,422           153,663
                                                               --------------    --------------       -------------     ------------
               Total noninterest income                              259,983           232,844             639,149           549,907
                                                               --------------    --------------       -------------     ------------

NONINTEREST EXPENSE
      Compensation and employee benefits                             835,301           830,557           2,446,257         2,476,848
      Occupancy and equipment costs                                  302,223           281,834             873,926           851,759
      Deposit insurance premium                                        9,880            26,328              29,287            79,261
      Data processing costs                                           78,194            66,194             235,296           214,043
      Other expenses                                                 303,487           314,740             923,292           949,436
                                                               --------------    --------------       -------------     ------------
               Total noninterest expense                           1,529,085         1,519,653           4,508,058         4,571,347
                                                               --------------    --------------       -------------     ------------

Income before income taxes                                           737,124           716,531           2,217,487         1,810,843
Income taxes                                                         166,500           190,500             558,624           479,002
                                                               --------------    --------------       -------------     ------------

               NET INCOME                                    $       570,624   $       526,031      $    1,658,863    $    1,331,841
                                                               ==============    ==============       =============     ============

Earnings Per Share
      Basic                                                  $         $0.23             $0.20      $        $0.66             $0.50
      Diluted                                                $         $0.23   $         $0.20      $        $0.66    $        $0.50

Weighted average number of shares outstanding
      Basic                                                        2,516,971         2,621,054           2,524,691         2,661,134
      Diluted                                                      2,516,971         2,621,054           2,524,691         2,661,134

</TABLE>
   See accompanying notes to the unaudited consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                                             PHS BANCORP, INC.
                                                           CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)


                                   Three Months Ended Sept. 30,                        Nine Months Ended Sept. 30,
                                    2000                  1999                        2000                      1999
                              ------------------  ------------------------   ------------------------ -------------------------
<S>                           <C>      <C>         <C>        <C>            <C>         <C>          <C>          <C>
Net Income                              $570,624              $   526,031                 $1,658,863                $1,331,841
Other comprehensive
Income:
      Unrealized
        gains (losses)
        on available
        for sale securities   $605,768              $(486,141)                $1,045,015               $(2,255,534)
      Less: Reclassification
        adjustment
        for gain included in
        net income              (7,315)                     -                     (7,315)                        -
                              ------------------   -----------------------   ------------------------ -------------------------
Other comprehensive income
  (loss) before tax                     598,453                  (486,141)                 1,037,700                (2,255,534)
Income tax expense (benefit)
  related to other
  comprehensive income                  205,961                  (165,289)                   355,305                  (766,881)
                                        --------               -----------                 ----------                ----------
Other comprehensive income
  (loss), net of tax                    392,492                  (320,852)                   682,395                (1,488,653)
                                        --------               -----------                 ----------                ----------
Comprehensive income (loss)            $963,116               $   205,179                 $2,341,258                $ (156,812)
                                        ========               ===========                 ==========                ==========

</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>



<TABLE>
<CAPTION>
                                                                PHS BANCORP, INC.
                                          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED)

                                                            Accumulated                  Unallo-                           Total
                                     Additional               Other       Unallocated    cated                  Stock      Compre-
                           Common      Paid in   Retained   Comprehensive     ESOP        RSP      Treasury    holders'    hensive
                            Stock      Capital   Earnings   Income (Loss)    Shares      Shares       Stock     Equity      Income
                          -------- ------------ ----------- ------------  ----------- ----------------------- ----------- ----------
<S>                      <C>      <C>          <C>          <C>            <C>         <C>       <C>        <C>           <C>

     Balance,
       December 31, 1999  $276,000 $10,541,960  $19,496,887  $(914,110)   $(1,066,503)  $(314,295)$(1,268,602) 26,751,337

             Net Income                           1,658,863                                                     1,658,863 $1,658,863
    Other comprehensive
      income:
Unrealized gain on
  available for sale
  securities, net of
  tax of $351,537                                              682,395                                            682,395    682,395
                                                                                                                          ----------
         Comprehensive
           income                                                                                                         $2,341,258
                                                                                                                          ==========

        Cash dividends
          paid                                     (704,173)                                                     (704,173)
 Treasury stock
   purchased, at cost                                                                                (430,809)   (430,809)
         ESOP shares
           earned                      (49,837)                               111,915                              62,078
         RSP shares
           earned                                                                          96,384                  96,384
                          -------- -----------  ----------- ----------    -----------   --------- ----------- -----------
    Balance,
      September 30, 2000  $276,000 $10,492,123  $20,451,577  $(231,715)     $(954,588)  $(217,911)$(1,699,411)$28,116,075
                          ======== ===========  =========== ==========    ===========   ========= =========== ===========

</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>


                                                PHS BANCORP, INC.
                                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Nine months ended Sept. 30,
                                                                                         2000                   1999
                                                                                    --------------          -------------
<S>                                                                                   <C>                    <C>
            OPERATING ACTIVITIES
            Net income                                                                 $1,658,863             $1,331,841
            Adjustments to reconcile net income to net cash
              provided by operating activities:
                Provision for loan losses                                                 405,000                305,000
                Depreciation, amortization and accretion                                  433,150                385,701
                Amortization of discounts, premiums and
                  loan origination fees                                                   778,939                567,905
                Investment securities gains, net                                           (7,315)                     -
                Decrease in loans held for sale                                                 -                (21,278)
                Increase in accrued interest receivable                                  (129,218)              (149,054)
                Increase in accrued interest payable                                       27,913                 68,164
                Amortization of ESOP unearned compensation                                 62,078                 79,130
                Amortization of RSP unearned compensation                                  96,384                 96,384
                Other, net                                                               (575,481)               (99,269)
                                                                                    --------------      -----------------
                  Net cash provided by operating activities                             2,750,313              2,564,524
                                                                                    --------------      -----------------

            INVESTING ACTIVITIES
              Investment and mortgage-backed securities available for sale:
                 Proceeds from sales                                                    1,337,950                      -
                 Proceeds from maturities and principal repayments                      8,397,580              6,624,194
                 Purchases                                                             (7,779,468)           (19,309,977)
              Investment and mortgage-backed securities held to maturity:
                 Proceeds from maturities and principal repayments                      3,837,113             31,943,408
                 Purchases                                                             (2,963,389)           (26,634,757)
              Increase in loans receivable, net                                       (10,444,853)           (18,052,561)
              Proceeds from sale of repossessed assets                                    217,423                245,064
              Purchase of premises and equipment, net                                    (773,957)              (303,234)
              Purchase of Federal Home Loan Bank Stock                                          -               (800,085)
                                                                                    --------------      -----------------
                Net cash used for investing activities                                 (8,171,601)           (26,287,948)
                                                                                    --------------      -----------------

            FINANCING ACTIVITIES
              Net increase in deposits                                                  7,143,257              4,623,675
              Advances from Federal Home Loan Bank                                      6,000,000             16,000,000
              Repayment of short term Advances from Federal Home Loan Bank            (15,000,000)                     -
              Repayment of other borrowings                                               (33,337)            (1,256,737)
              Common stock acquired by RSP                                                      -               (506,502)
              Cash dividends paid                                                        (704,173)              (576,870)
              Treasury stock purchased                                                   (430,809)              (908,405)
                                                                                    --------------      -----------------
                Net cash provided by (used for) financing activities                   (3,025,062)            17,375,161
                                                                                    --------------      -----------------

                Decrease in cash and cash equivalents                                  (8,446,350)            (6,348,263)

            CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           14,950,233             11,468,820
                                                                                    --------------      -----------------
            CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $6,503,883             $5,120,557
                                                                                    ==============      =================

</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.


                                        7

<PAGE>
                                PHS Bancorp, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  consolidated  financial  statements  of PHS Bancorp,  Inc.  (the  "Company)
include it's wholly-owned subsidiary, Peoples Home Savings Bank (the "Bank") and
the Bank's wholly-owned subsidiary,  HOMECO (the "Subsidiary").  All significant
intercompany  balances and  transactions  have been  eliminated.  The  Company's
business is conducted principally through the Bank.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  instructions  to  Form  10-QSB  and,  therefore,   do  not
necessarily include all information which would be included in audited financial
statements.  The information furnished reflects all normal recurring adjustments
which are, in the opinion of management, necessary for the fair statement of the
results of the period. The results of operations for the interim periods are not
necessarily  indicative  of the results to be expected  for the full year or any
other future period. The unaudited  consolidated  financial statements should be
read in conjunction with Form 10-K for the year ended December 31, 1999.


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.

Shares   outstanding  do  not  include  ESOP  shares  that  were  purchased  and
unallocated  in  accordance  with SOP  93-6,  "Employers'  Accounting  for Stock
Ownership Plans."


                                       8
<PAGE>

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


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, risks associated with the effect of opening a new branch, the
ability to control costs and expenses,  year 2000 issues,  and general  economic
conditions. 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.

Financial Condition

Total  assets at  September  30, 2000  decreased  $0.8 million or 0.3% to $267.9
million from $268.6 million at December 31, 1999. Decreases in cash and interest
bearing  deposits of $ 8.4 million and securities of $1.8 million were partially
offset by increases in loans of $9.3 million.

Loans  receivable  at  September  30, 2000,  of $128.0  million  represented  an
increase of $9.3 million or 7.8% from $118.7  million at December 31, 1999.  The
growth  in the  loan  portfolio  was  primarily  attributable  to  increases  in
municipal  loans of $3.5  million,  first  mortgage  loans of $3.0  million  and
automobile loans of $2.3 million.

Investment  and  mortgage-backed  securities  decreased  $1.8  million to $122.9
million at September 30, 2000,  from $124.7  million at December 31, 1999.  This
decrease  was the result of  purchases  of $10.7  million ,  maturities  of $5.4
million, sales of $1.3 million, and principal repayments of $6.9 million.

Total  deposits  after  interest  credited  at  September  30,  2000 were $196.5
million, an increase of $7.2 million or 3.8% from $189.3 million at December 31,
1999.

Advances from the Federal Home Loan Bank of Pittsburgh decreased $9.0 million to
$41.3  million at  September  30, 2000 from $50.3  million at December 31, 1999.
This  decrease  was the result of the  repayment  of $6.0  million in short term
advances which were used for year 2000 liquidity purposes at year end along with
the repayment of an additional $3.0 million in short term advances.

Stockholders' equity increased  $1,365,000.  This increase was due to net income
of  $1,659,000  and  decreases in  accumulated  other  comprehensive  losses and
unallocated ESOP and RSP shares of $682,000,  112,000 and $96,000  respectively.
These increases to  stockholders'  equity were partially offset by a decrease in
additional paid in capital of $50,000  relating to the allocation of ESOP shares
along with an increase in treasury  stock of $431,000 and cash dividends paid of
$704,000.

The  decrease  in  other  comprehensive   accumulated  loss  resulted  from  the
fluctuation  in market  value of the  Company's  investment  in  securities  and
mortgage-backed   securities   available  for  sale  ("the  available  for  sale
portfolio").   Because  of   interest   rate   volatility,   accumulated   other
comprehensive loss and shareholders'  equity could materially fluctuate for each
interim  period  and  year-end  period.  The  decrease  in  market  value of the
available  for sale  portfolio  is  considered  temporary in nature and will not
affect the  Company's  net income unless the  securities  are sold.  The Company
currently  plans to hold these  securities  until  maturity  or until the market
values of these

                                       9
<PAGE>

securities increase.  Accordingly,  the Company does not expect,
though there is no  assurance,  that its  investment  in these  securities  will
affect net income in future periods.

                                       10
<PAGE>
Results of Operations


Comparison  of Operating  Results for the Three Months Ended  September 30, 2000
and 1999.

General.
Net income for the three months ended September 30, 2000 increased by $45,000 to
$571,000,  from  $526,000 for the three months ended  September  30, 1999.  This
increase was primarily due to an increases in net interest income of $33,000 and
non-interest  income of $27,000 coupled with a decrease in income tax provisions
of $24,000.  These increases to net income were partially offset by increases in
loan  loss   provisions  and   non-interest   expense  of  $30,000  and  $9,000,
respectively.

Net Interest Income.
Reported  net  interest  income  increased  $33,000 or 1.6% for the three months
ended  September  30,  2000.  Net  interest  income  on a tax  equivalent  basis
increased  by $42,000 or 1.9% in a period  when both  average  interest  earning
assets and  average  interest-bearing  liabilities  increased  (increased  $10.8
million and $9.9 million, respectively).  The Company's net interest rate spread
decreased 12 basis points (with 100 basis points being equal to 1%) to 3.14% for
the three  months ended  September  30,  2000.  The increase in average  earning
assets of $10.8 million was primarily due to a $13.7 million increase in average
loans, partially offset by a $2.8 million decrease in average securities.

Interest Income.
Interest  income on a tax  equivalent  basis  totaled $4.9 million for the three
months ended  September 30, 2000, an increase of $360,000 or 7.9% over the total
of $4.6 million for the three months ended September 30, 1999. This increase was
due to an increase in the  Company's  average  interest-earning  assets of $10.8
million  for the three  months  ended  September  30, 2000 along with a 25 basis
point increase in the yield earned.  Interest earned on loans increased $295,000
or 12.7%,  in 2000.  The  increase  was due to a $13.7  million  increase in the
average  balance of loans  along with a six basis  point  increase  in the yield
earned. Interest earned on investment and mortgage-backed  securities (including
securities held for sale)  increased  $65,000 or 2.8%, in 2000. The increase was
due to a 34 basis point increase in the yield earned, partially offset by a $2.8
million decrease in average investment and mortgage-backed securities.

Interest Expense.
Interest expense  increased  $318,000 to $2.6 million for the three months ended
September 30, 2000.  The increase in interest  expense was due to a $9.9 million
increase in the average balance of interest-bearing liabilities primarily due to
increased deposits of $ 10.5 million partially offset by decreased borrowings of
$ 0.6  million  coupled  with a 37 basis point  increase in the average  cost of
interest-bearing liabilities to 4.44%.


                                       11
<PAGE>

Provision for Losses on Loans.
The  provision  for loan losses  increased  by $30,000 to $150,000 for the three
months  ended  September  30,  2000,  from  $120,000  for the three months ended
September 30, 1999. See "Risk Elements".  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 and other relevant factors which
may come to the  attention of  management.  Although the Company  maintains  its
allowance  for loan losses at a level that it considers  adequate to provide for
the inherent risk of loss in its loan portfolio,  there can be no assurance that
future losses will not exceed  estimated  amounts or that additional  provisions
for losses will not be required in future periods.


Non-interest Income.
Total  non-interest  income  increased  $27,000 to $260,000 for the three months
ended September 30, 2000, from $233,000 for the three months ended September 30,
1999.  This increase was primarily due to increased  service  charges on deposit
accounts of $17,000,  primarily due to an increase in the number of  transaction
accounts along with net securities gains of $7,000.

Non-interest Expense.
Non-interest  expense  increased $9,000 to $1,529,000 for the three months ended
September 30, 2000,  from  $1,520,000  for the three months ended  September 30,
1999. Income Tax Expense.
Income tax expense  decreased  $24,000 to $167,000  for the three  months  ended
September 30, 2000,  from $191,000 for the three months ended September 30, 1999
as a result of an increase in tax exempt interest on municipal loans.

Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
1999.

General.
Net income for the nine months ended September 30, 2000 increased by $327,000 to
$1,659,000,  from  $1,332,000 for the nine months ended September 30, 1999. This
increase was primarily  due to increases in net interest  income of $354,000 and
non-interest  income of $89,000 coupled with a decrease in non-interest  expense
of $63,000.  These increases to net income were partially offset by increases in
loan loss and income tax provisions of $100,000 and $80,000, respectively.

Net Interest Income.
Reported  net  interest  income  increased  $354,000 or 5.8% for the nine months
ended  September  30,  2000.  Net  interest  income  on a tax  equivalent  basis
increased  by $391,000 or 6.0% in a period when both  average  interest  earning
assets and  average  interest-bearing  liabilities  increased  (increased  $14.6
million and $15.6 million, respectively). The Company's net interest rate spread
increased 2 basis points to 3.19% for the nine months ended  September 30, 2000.
The increase in average  earning  assets of $14.6 million was primarily due to a
$16.5  million  increase in average  loans,  partially  offset by a $1.9 million
decrease in average securities.


                                       12
<PAGE>

Interest Income.
Interest  income on a tax  equivalent  basis  totaled $14.7 million for the nine
months ended  September  30, 2000,  an increase of  $1,356,000 or 10.2% over the
total of $13.3  million for the nine  months  ended  September  30,  1999.  This
increase was mainly due to an increase in the Company's average interest-earning
assets of $14.6 million for the nine months ended  September 30, 2000.  Interest
earned on loans increased  $988,000 or 15.1%, in 2000. The increase was due to a
$16.5 million increase in the average balance of loans,  partially offset by a 1
basis point  decrease in the yield earned.  Interest  earned on  investment  and
mortgage-backed  securities  (including  securities  held  for  sale)  increased
$368,000 or 5.4%, in 2000.  The increase was due to a 45 basis point increase in
the  yield  earned,  partially  offset by a $1.9  million  decrease  in  average
investment and mortgage-backed securities.

Interest Expense.
Interest  expense  increased  $965,000 to $7.8 million for the nine months ended
September 30, 2000. The increase in interest  expense was due to a $15.6 million
increase in the average balance of interest-bearing liabilities primarily due to
increased  deposits of $ 10.6 million and increased  borrowings of $ 5.0 million
pursuant to the Bank's leverage  strategy coupled with a 27 basis point increase
in the average cost of interest-bearing liabilities to 4.34%.

Provision for Losses on Loans.
The  provision  for loan losses  increased  by $100,000 to $405,000 for the nine
months  ended  September  30,  2000,  from  $305,000  for the nine months  ended
September 30, 1999. See "Risk Elements".  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 and other relevant factors which
may come to the  attention of  management.  Although the Company  maintains  its
allowance  for loan losses at a level that it considers  adequate to provide for
the inherent risk of loss in its loan portfolio,  there can be no assurance that
future losses will not exceed  estimated  amounts or that additional  provisions
for losses will not be required in future periods.


Non-interest Income.
Total  non-interest  income  increased  $89,000 to $639,000  for the nine months
ended  September 30, 2000, from $550,000 for the nine months ended September 30,
1999.  This increase was primarily due to increased  service  charges on deposit
accounts of  $64,000,  due to  increases  in fees which  commenced  in the third
quarter of 1999 coupled with an increase in the number of transaction accounts.

Non-interest Expense.
Non-interest  expense  decreased $63,000 to $4,508,000 for the nine months ended
September  30, 2000,  from  $4,571,000  for the nine months ended  September 30,
1999. This decrease was primarily due to decreases in compensation  and employee
benefits of $31,000 as a result of the Company  modifying it's benefit  programs
and deposit  insurance  premiums of $50,000 for the nine months ended  September
30, 2000, due to the Federal  Deposit  Insurance  Corporation's  assessment rate
change in January 2000.

Income Tax Expense.
Income tax  expense  increased  $80,000 to $559,000  for the nine  months  ended
September 30, 2000,  from $479,000 for the nine months ended  September 30, 1999
as a result of an increase in tax exempt interest on municipal loans.

                                       13
<PAGE>


Liquidity and Capital Requirements

Liquidity  refers to the Company's  ability to generate  sufficient cash to meet
the funding needs of current loan demand,  savings deposit  withdrawals,  and to
pay  operating  expenses.  The Company has  historically  maintained  a level of
liquid assets in excess of regulatory requirements.  Maintaining a high level of
liquid assets tends to decrease earnings,  as liquid assets tend to have a lower
yield than other  assets with longer  terms (e.g.  loans).  The Company  adjusts
liquidity as appropriate to meet its asset/liability objectives.

The Company's primary sources of funds are deposits, amortization and prepayment
of loans and mortgage-backed securities, maturities of investment securities and
funds  provided  from  operations.  While  scheduled  loan  and  mortgage-backed
securities  repayments  are a relatively  predictable  source of funds,  deposit
flows and loan and mortgage-backed securities prepayments are greatly influenced
by interest rates, economic conditions and competition. In addition, the Company
invests  excess funds in overnight  deposits,  which  provide  liquidity to meet
lending requirements

The  Company  has other  sources of  liquidity  if a need for  additional  funds
arises, such as FHLB of Pittsburgh advances.  At September 30, 2000 the Bank had
borrowed $41.3 million of it's $133.3 million maximum borrowing  capacity with a
remaining borrowing capacity of approximately $92.0 million.  Additional sources
of liquidity can be found in the  Company's  balance  sheet,  such as investment
securities  and  unencumbered   mortgage-backed   securities  that  are  readily
marketable.  Management believes that the Company has adequate resources to fund
all of its commitments.

At September 30, 2000, the Bank's Tier I risk-based and total risk-based capital
ratios were 21.2% and 22.3%,  respectively.  Current  regulations require Tier I
risk-based capital of 6% and total risk - based capital of 10% risk-based assets
to be  considered  well  capitalized.  The  Bank's  leverage  ratio was 10.2% at
September  30,  2000.  Current  regulations  require a leveraged  ratio 5% to be
considered well capitalized.

New Branch Location

The Bank has  purchased  property  located in Center  Township,  Beaver  County,
Pennsylvania  for the purpose of construction  of a new branch office.  The Bank
has obtained all necessary  regulatory  approvals  related to the new branch and
expects the branch to open during 2001.  The new location  should provide growth
opportunities,  however  there are risks  associated  with the  opening of a new
branch such as increased personnel, occupancy and equipment expenses.

                                       14


<PAGE>


Risk Elements

Nonperforming Assets

The following  schedule presents  information  concerning  nonperforming  assets
including  nonaccrual  loans,  loans 90 days or more  past due,  and other  real
estate owned at September  30, 2000 and December 31, 1999. A loan is  classified
as nonaccrual when, in the opinion of management, there are serious doubts about
collectibility of interest and principal. At the time the accrual of interest is
discontinued, future income is recognized only when cash is received.

                                   September 30,  December 31,
                                        2000           1999
                                        ----           ----
                                       (Dollars in Thousands)

Loans on nonaccrual basis               $470           $424
                                        ----           ----

Loans past due 90 days or more            96             73
                                        ----           ----

Total non-performing loans               566            497
                                        ----           ----

Real estate owned                          0              0
                                        ----           ----

Total non-performing assets             $566           $497
                                        ====           ====

Total non-performing loans to
  total loans                           0.44%          0.42%
                                        ====           ====

Total non-performing loans to
  total assets                          0.21%          0.19%
                                        ====           ====

Total non-performing assets to
  total loans                           0.21%          0.19%
                                        ====           ====

The  allowance  for loan  losses  was 251.1% of total  non-performing  assets at
September 30, 2000 and 273.4% at December 31, 1999.



                                       15
<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.  Results of Votes of Security Holders.

None.

Item 5.  Other Information.

None.

Item 6. Exhibits and Reports on Form 8 - K.

(a)      The following exhibits are filed as part of this report.

3.1      Articles of Incorporation of PHS Bancorp, Inc. *
3.2      Bylaws of PHS Bancorp, Inc. *
10.1     Amended employment agreement between Peoples Home Savings Bank and
              James P. Wetzel, Jr. *
10.2     1998 Restricted Stock Plan *
10.3     1998 Stock Option Plan *
27.0     Financial Data Schedule (electronic filing only)
99.0     Review Report of S.R. Snodgrass , A.C.


(b)      Reports on Form 8 - K.

         None.
---------------------------

*    Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
     the Quarter  Ended  September  30, 1998 and filed with the  Securities  and
     Exchange Commission on November 13, 1998.

                                       16


<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 thereunto duly authorized.



Date: November 13, 2000





PHS Bancorp, Inc.
-----------------




By:  /s/James P. Wetzel, Jr.
     --------------------------------


James P. Wetzel, Jr.

President and Chief Executive Officer



By:  /s/Richard E. Canonge
     --------------------------------


Richard E. Canonge

Chief Financial Officer and Treasurer
(Principal Accounting Officer)






                                       17




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