SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-KSB
[X] ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2000
OR
[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-25814
NS&L BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Missouri 43-1709446
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
111 East Main Street, Neosho, Missouri 64850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (417) 451-0429
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 requirements for the past 90
days. YES x NO
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. X
The registrant's revenues for the fiscal year ended September 30, 2000
were $5,329,000.
As of December 15, 2000, there were issued and outstanding 661,882
shares of the registrant's Common Stock, which are listed on the Nasdaq SmallCap
Market under the symbol "NSLB." Based on the average of the bid and asked prices
for the Common Stock on December 15, 2000, the aggregate value of the Common
Stock outstanding held by nonaffiliates of the registrant was $6,825,658
(661,882 shares at $10.3125 per share). For purposes of this calculation,
officers and directors of the registrant are considered nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended
September 30, 2000 (Parts I and II)
2. Portions of Proxy Statement for the 2001 Annual Meeting of Stockholders.
(Part III)
Transitional Small Business Disclosure Format (check one) Yes [ ] No [ X ]
<PAGE>
PART I
Item 1. Description of Business
General
NS&L Bancorp, Inc. ("NS&L Bancorp" or the "Corporation") is the holding
company for Neosho Savings and Loan Association, F.A. ("Neosho Savings" or the
"Association"). NS&L Bancorp has not engaged in any significant activity other
than holding the stock of Neosho Savings. Accordingly, the information set forth
in this report, including financial statements and related data, relates
primarily to Neosho Savings and its subsidiary.
Neosho Savings, founded in 1884, is a federally chartered stock savings
and loan association, located in Neosho, Missouri. The Association is regulated
by the Office of Thrift Supervision (the "OTS"), its primary federal regulator,
and the Federal Deposit Insurance Corporation (the "FDIC"), the insurer of its
deposits. The Association's deposits are insured by the Savings Association
Insurance Fund (the "SAIF"). The Association has been a member of the Federal
Home Loan Bank (the "FHLB") System since 1956. The Association is a community
oriented financial institution that is engaged primarily in the business of
attracting deposits from the general public and using these funds to originate
one- to four-family residential mortgage loans within the Association's lending
market area. The Association also originates mortgage loans for sale in the
secondary market by itself as well as through its wholly-owned subsidiary,
Crawford Mortgage, Inc.
Market Area and Competition
Neosho, Missouri is located in Newton County approximately 20 miles
southeast of Joplin, Missouri in the Southwest corner of Missouri. The
Association focuses primarily on serving customers located in Newton County,
Missouri and, to a lesser extent, on customers in surrounding counties in
southwest Missouri (McDonald, Jasper, Barry and Lawrence counties). According to
the 1990 census, Newton County had a population of approximately 44,500. The
primary industry in Newton County is light manufacturing. Major employers in the
Association's market area include La-Z Boy Midwest, a furniture manufacturer,
Sunbeam Outdoor Products, a manufacturer of outdoor grills and other products,
and Talbot Industries, Inc., a wire processor.
The Association operates in a highly competitive market for the
attraction of savings deposits (its primary source of lendable funds) and in the
origination of loans. Its most direct competition for savings deposits has
historically come from other thrift institutions and from commercial banks
located in its lending market area. As of September 30, 2000, there was one
other thrift institution and six commercial banks in Neosho. Particularly in
times of high interest rates, the Association has faced additional significant
competition for investors' funds from short-term money market securities and
other corporate and government securities. The Association's competition for
loans comes principally from other thrift institutions and commercial banks.
Such competition for deposits and the origination of loans may limit the
Association's growth in the future. In addition, the small population of the
Association's market area may restrict the future growth of the Association.
Operating Strategy
The business of the Association consists principally of attracting
deposits from the general public and using such deposits to originate and
purchase mortgage loans secured primarily by one- to four-family residences. The
Association also invests in U.S. Government and agency securities and
mortgage-backed securities. The Association plans to continue to fund its assets
with deposits, although FHLB advances will be utilized when appropriate. The
Association's profitability depends primarily on its net interest income, which
is the difference between the income it receives on its loan, investment and
mortgage-backed and related securities portfolios, and its cost of funds, which
consists of interest paid on deposits and FHLB advances. Net interest income is
also affected by the relative amounts of interest-earning assets and
interest-bearing liabilities. When interest-earning assets equal or exceed
interest-bearing liabilities, any positive interest rate spread will generate
net interest income.
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<PAGE>
The Association's profitability is also affected by the level of other
income and expenses. Other income consists of service charges and fees, gains on
sales of loans and loan late charges. Other expenses consists of compensation
and employee benefits, occupancy expenses, deposit insurance premiums and other
operating costs. The Association's results of operations are also significantly
affected by general economic and competitive conditions, particularly changes in
market interest rates, government legislation and policies concerning monetary
and fiscal affairs, housing and financial institutions and the attendant actions
of the regulatory authorities.
Asset and Liability Management
The Association's principal financial objective is to achieve long-term
profitability while reducing its exposure to fluctuating interest rates. The
Association has sought to reduce exposure of its earnings to changes in market
interest rates by managing the mismatch between asset and liability maturities
and interest rates. The principal element in achieving this objective is to
increase the interest-rate sensitivity of the Association's assets by
originating loans with interest rates subject to periodic adjustment to market
conditions. Accordingly, when possible, the Association has emphasized the
origination of adjustable-rate mortgage ("ARM") loans for retention in its
portfolio. In addition, the Association maintains an investment portfolio with
laddered maturities in shorter-term securities. The Association relies on retail
deposits as its primary source of funds. Management believes retail deposits,
compared to brokered deposits, reduce the effects of interest rate fluctuations
because they generally represent a more stable source of funds. As part of its
interest rate risk management strategy, the Association promotes transaction
accounts and one- to three-year certificates of deposit.
The Association uses interest rate sensitivity analysis to measure its
interest rate risk by computing changes in net portfolio value ("NPV") of its
cash flows from assets, liabilities and off-balance sheet items in the event of
a range of assumed changes in market interest rates. NPV represents the market
value of portfolio equity and is equal to the market value of assets minus the
market value of liabilities, with adjustments made for off-balance sheet items.
This analysis assesses the risk of loss in market risk sensitive instruments in
the event of a sudden and sustained 100 to 400 basis point increase or decrease
in market interest rates with no effect given to any steps that management might
take to counter the effect of that interest rate movement. Using data compiled
by the OTS, the Association receives a report which measures interest rate risk
by modeling the change in NPV over a variety of interest rate scenarios. This
procedure for measuring interest rate risk was developed by the OTS to replace
the "gap" analysis (the difference between interest-earning assets and
interest-bearing liabilities that mature or reprice within a specific time
period).
2
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The following table is provided by the OTS and illustrates the change
in NPV at September 30, 2000, based on OTS assumptions, that would occur in the
event of an immediate change in interest rates, with no effect given to any
steps that management might take to counter the effect of that interest rate
movement.
<TABLE>
<CAPTION>
NPV as % of Percent of
Portfolio Value of Assets
Net Portfolio Value ------------------------------
Basis Points ("bp" ------------------------------------------------- NPV
Changes in Rates ) $ Amount $ Change(1) % Change Ratio(2) Change (3)
------------------ ---------- ------------ ------------- ---------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
400 $ -- $ -- --% --% -bp
300 6,194 (3,722) (38) 9.19 (450)
200 7,530 (2,386) (24) 10.89 (280)
100 8,782 (1,134) (11) 12.39 (129)
-- 9,916 13.68
(100) 10,676 760 8 14.48 80
(200) 10,731 815 8 14.44 76
(300) 10,934 1,018 10 14.56 88
(400) -- -- -- -- --
</TABLE>
-----------------
(1) Represents the increase (decrease) of the estimated NPV at the indicated
change in interest rates compared to the NPV assuming no change in interest
rates.
(2) Calculated as the estimated NPV divided by the portfolio value of total
assets ("PV").
(3) Calculated as the increase (decrease) of the NPV ratio assuming the
indicated change in interest rates over the estimated NPV ratio assuming no
change in interest rates.
As with any method of measuring interest rate risk, certain
shortcomings are inherent in the method of analysis presented in the foregoing
table. For example, although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in different degrees to
changes in market interest rates. Also, the interest rates on certain types of
assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as ARM loans, have features which
restrict changes in interest rates on a short-term basis and over the life of
the asset. Further, in the event of a change in interest rates, expected rates
of prepayments on loans and early withdrawals from certificates could likely
deviate significantly from those assumed in calculating the table.
Lending Activities
General. The principal lending activity of the Association currently is
the origination of conventional mortgage loans for the purpose of purchasing,
constructing or refinancing owner-occupied, one- to four-family residential
property. To a significantly lesser extent, the Association also originates
commercial real estate, residential construction and consumer loans.
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<PAGE>
Loan Portfolio Analysis. The following table sets forth the composition
of the Association's loan portfolio (including loans held for sale) by type of
loan as of the dates indicated.
<TABLE>
<CAPTION>
At September 30,
-------------------------------------------------------------
2000 1999 1998
-------------------- ------------------ ------------------
Percent Percent Percent
Amount of Total Amount of Total Amount of Total
--------- -------- ------- --------- ------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-dwelling units.................... $38,851 86.85 $34,790 84.75% $33,621 86.49%
Commercial and multi-family.................... 769 1.72 857 2.10 564 1.45
Construction................................... 654 1.46 1,668 4.06 2,167 5.58
Land........................................... 42 .09 -- -- -- --
-------- ------- ------- ------- ------- -------
Total mortgage loans........................ 40,316 90.12 37,315 90.91 36,352 93.52
-------- ----- -------- ------- ------- -------
Consumer and other loans:
Loans on deposit accounts...................... 365 .82 482 1.17 471 1.21
Home equity.................................... 1,994 4.46 1,647 4.02 809 2.08
Education...................................... -- 5 0.01 23 0.06
Automobile..................................... 2,058 4.60 1,599 3.89 1,206 3.10
Other.......................................... -- 2 -- 12 0.03
--------- ----- -------- ------- ------- ------
Total consumer and other loans.............. 4,417 9.88 3,735 9.09 2,521 6.48
--------- ------ -------- ------- ------- ------
Total loans................................. 44,733 100.00% 41,050 100.00% 38,873 100.00%
-------- ====== -------- ====== ------- ======
Less:
Undisbursed loans in process................... 285 859 1,299
Unearned loan fees............................. (92) (42) 16
Allowances for loan losses..................... 63 63 52
--------- ---------- -------
Total loans receivable, net................. $44,477 $40,170 $37,506
======= ======= =======
</TABLE>
Residential Real Estate Lending. The primary lending activity of the
Association is the origination of mortgage loans to enable borrowers to purchase
existing homes or to construct new one- to four-family homes. Management
believes that this policy of focusing on one- to four-family residential
mortgage loans located in its lending market area has been successful in
contributing to interest income while keeping delinquencies and losses to a
minimum. The Association presently originates for retention in its portfolio
both fixed-rate mortgage loans and ARM loans secured by one- to four-family
properties with terms of 15 to 30 years. Borrower demand for ARM loans versus
fixed-rate mortgage loans is a function of the level of interest rates, the
expectations of changes in the level of interest rates and the difference
between the initial interest rates and fees charged for each type of loan. The
relative amount of fixed-rate mortgage loans and ARM loans that can be
originated at any time is largely determined by the demand for each in a
competitive environment. At September 30, 2000, $30.7 million, or 79.0%, of the
Association's one- to four-family residential mortgage loans were subject to
periodic interest rate adjustments and $8.2 million, or 21.0%, were fixed-rate
loans.
The loan fees charged, interest rates and other provisions of the
Association's ARM loans are determined by the Association on the basis of its
own pricing criteria and competitive market conditions. Since July 1994, the
Association has originated ARM loans whose interest rates and payments generally
are adjusted annually to a rate typically equal to 2.25% above the one year
constant maturity U.S. Treasury index. The Association previously originated ARM
loans whose rates are based on the Eighth District Cost of Funds Index. The
Association currently offers ARM loans with initial rates below those which
would prevail under the foregoing computations, determined by the Association
based on market factors and competitive rates for loans having similar features
offered by other lenders for such initial periods. The periodic interest rate
cap (the maximum amount by which the interest rate may be increased or decreased
in a given period) on the Association's ARM loans is generally 2% per adjustment
period and the lifetime interest rate cap is generally 5.75% over the initial
interest rate of the loan. The Association does not originate negative
amortization loans. The terms and conditions of the ARM loans offered by the
Association, including the index for interest rates, may vary from time to time.
The Association believes that the annual adjustment feature of its ARM loans
4
<PAGE>
also provides flexibility to meet competitive conditions as to initial rate
concessions while preserving the Association's return on equity objectives by
limiting the duration of the initial rate concession.
The retention of ARM loans in the Association's loan portfolio helps
reduce the Association's exposure to changes in interest rates. There are,
however, unquantifiable credit risks resulting from the potential of increased
costs due to changed rates to be paid by the customer. It is possible that,
during periods of rising interest rates, the risk of default on ARM loans may
increase as a result of repricing and the increased costs to the borrower. The
Association qualifies the borrower based on the borrower's ability to repay the
ARM loan assuming the fully indexed accrual rate on the loan remains constant
during the loan term. As a result, the potential for delinquencies and defaults
on ARM loans is lessened. Furthermore, because the ARM loans originated by the
Association generally provide, as a marketing incentive, for initial rates of
interest below the rates which would apply were the adjustment index used for
pricing initially (discounting), these loans are subject to increased risks of
default or delinquency. Another consideration is that although ARM loans allow
the Association to increase the sensitivity of its asset base to changes in the
interest rates, the extent of this interest sensitivity is limited by the
periodic and lifetime interest rate adjustment limits. Because of these
considerations, the Association has no assurance that yields on ARM loans will
be sufficient to offset increases in the Association's cost of funds.
As discussed above, the Association also originates conventional
fixed-rate mortgage loans on one- to four- family residential properties. All
fixed-rate products are underwritten according to Freddie Mac standards so as to
qualify for sale in the secondary mortgage market, though until recently it has
been the Association's policy to retain its fixed-rate mortgage loans in its
loan portfolio. The Association's decision to hold or sell these loans is based
on its asset/liability management policies and goals and the market conditions
for mortgages at any period in time.
While fixed-rate single-family residential real estate loans are
normally originated with 15 or 20 year terms, and the Association permits its
ARM loans to be assumed by qualified borrowers, such loans typically remain
outstanding for substantially shorter periods. This is because borrowers often
prepay their loans in full upon sale of the property pledged as security or upon
refinancing the original loan. In addition, substantially all mortgage loans in
the Association's loan portfolio contain due-on-sale clauses providing that the
Association may declare the unpaid amount due and payable upon the sale of the
property securing the loan. The Association enforces these due-on-sale clauses
to the extent permitted by law and as business judgment dictates. Thus, average
loan maturity is a function of, among other factors, the level of purchase and
sale activity in the real estate market, prevailing interest rates and the
interest rates payable on outstanding loans.
The Association makes both fixed-rate and adjustable-rate home equity
loans. These loans are secured by a first or second mortgage on residential
property. Fixed-rate home equity loans have a term of 24 or 36 months while
adjustable-rate home equity loans have a term of 36 to 60 months.
The Association generally requires title insurance insuring the status
of its lien on all of the real estate secured loans, though in some instances it
will accept an abstract of title accompanied by an attorney's opinion. The
Association also requires that fire and extended coverage casualty insurance
(and, if appropriate, flood insurance) be maintained in an amount at least equal
to the outstanding loan balance.
The Association's lending policies generally limit the maximum
loan-to-value ratio on mortgage loans secured by owner-occupied properties to
95% of the lesser of the appraised value or the purchase price, with the
condition that private mortgage insurance is required on loans with
loan-to-value ratios greater than 80%. The Association has established a program
for first-time home buyers under which it will make loans with a loan-to-value
ratio up to 89.9%.
Construction Lending. The Association currently originates residential
construction loans to individuals to construct their own homes and, to a much
lesser extent, to local builders. The Association's construction loans to
individuals are made in connection with the granting of permanent financing on
the property and require monthly payments of interest only during their term.
Residential construction loans convert to an adjustable-rate loan at the
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<PAGE>
earlier of the completion of construction or one year. Draws are generally made
to the borrower after he has provided the Association with billings showing the
costs and work completed and following an inspection by the Association.
Construction lending is generally considered to involve a higher level
of risk as compared to one- to four- family residential lending because of the
inherent difficulty in estimating both a property's value at completion of the
project and the estimated cost of the project. The nature of these loans is such
that they are generally more difficult to evaluate and monitor. If the estimate
of construction cost proves to be inaccurate, the Association may be required to
advance funds beyond the amount originally committed to permit completion of the
project. If the estimate of value proves to be inaccurate, the Association may
be confronted at, or prior to the maturity of the loan, with a project whose
value is insufficient to assure full repayment. Speculative loans, i.e., loans
to builders to construct homes for which no purchaser has been identified, carry
more risk because the payoff for the loan is dependent on the builder's ability
to sell the property prior to the time that the construction loan is due.
Commercial and Multi-family Real Estate Loans. The Association has
historically engaged in a limited amount of commercial and multi-family real
estate lending. The Association does not actively solicit or originate
commercial or multi-family real estate loans. Loans secured by commercial or
multi-family real estate generally are larger and involve greater risks than
one- to four-family residential mortgage loans. Payments on loans secured by
such properties are often dependent on successful operation or management of the
properties. Repayment of such loans may be subject to a greater extent to
adverse conditions in the real estate market or the economy. The Association
seeks to minimize these risks in a variety of ways, including limiting the size
of such loans and strictly scrutinizing the financial condition of the borrower,
the quality of the collateral and the management of the property securing the
loan. The Association also obtains loan guarantees from financially capable
parties. Substantially all of the properties securing the Association's
commercial and multi-family real estate loans are inspected by the Association's
lending personnel before the loan is made. The Association also obtains
appraisals on each property in accordance with applicable regulations.
Consumer and Other Loans. Consumer lending has traditionally been a
small part of the Association's business. Consumer loans generally have
shorter-terms to maturity or repricing and higher interest rates than mortgage
loans. The Association's consumer and other loans consist primarily of
automobile loans, home equity loans and savings account loans.
Automobile loans are secured by both new and used cars. Automobile
loans are only made to the borrower- owners on a direct basis. New cars are
financed for a period of up to 54 months while used cars are financed for 42
months or less depending on the age of the car. Collision and comprehensive
insurance coverage is required on all automobile loans and the Association holds
the certificate of title to the car securing the loan.
The Association makes equity line of credit ("ELOC") loans for a period
of 12 years, with the first two years being the draw years and the next 10 years
being the repayment years. ELOC loans can be made for up to 95% of the appraised
value of the property securing the loan.
The Association may make savings account loans with the account pledged
as collateral to secure the loan. Savings account loans are payable in monthly
payments of principal and interest or in a single payment.
Consumer loans entail greater risk than do residential mortgage loans,
particularly in the case of consumer loans which are unsecured or secured by
rapidly depreciating assets such as automobiles. In such cases, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation. The remaining deficiency often does not warrant
further substantial collection efforts against the borrower beyond obtaining a
deficiency judgment. In addition, consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss, divorce, illness or personal bankruptcy.
Furthermore, the application of various Federal and state laws, including
Federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans. Such loans may also give rise to claims and defenses
by a consumer loan borrower against
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<PAGE>
an assignee of such loans such as the Association, and a borrower may be able to
assert against such assignee claims and defenses that it has against the seller
of the underlying collateral. At September 30, 2000, the Association had a total
of $62,000 in delinquencies in its consumer loan portfolio.
Loan Maturity and Repricing
The following table sets forth certain information at September 30,
2000 regarding the dollar amount of loans maturing in the Association's
portfolio based on their contractual terms to maturity, but does not include
scheduled payments or potential prepayments. Demand loans, loans having no
stated schedule of repayments and no stated maturity, and overdrafts are
reported as due in one year or less. Loan balances are before deductions for
undisbursed loan proceeds, unearned discounts, unearned income and allowance for
loan losses. Amounts include loans held for sale.
<TABLE>
<CAPTION>
After After After
One Year 3 Years 5 Years
Within Through Through Through Beyond
One Year 3 Years 5 Years 10 Years 10 Years Total
---------- ---------- ---------- ---------- --------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-family dwelling units............ $1,011 $ 369 $ 530 $6,796 $30,145 $38,851
Commercial and multi-family
real estate................................ - 37 - - 732 769
Construction.................................. - - - - 654 654
Land.......................................... 42 - - - - 42
-------- ---------- ---------- ---------- ---------------------
Total mortgage loans........................ 1,053 406 530 6,796 31,531 40,316
Consumer and other loans......................... 588 983 858 171 1,817 4,417
-------- -------- -------- -------- --------- ---------
Total loans................................. $1,641 $1,389 $1,388 $6,967 $33,348 $44,733
====== ====== ====== ====== ======= =======
</TABLE>
The following table sets forth the dollar amount of all loans due one
year after September 30, 2000, which have fixed interest rates and have floating
or adjustable interest rates.
Floating- or
Fixed- Adjustable-
Rate Rates
---------- ----------
(Dollars in Thousands)
Mortgage loans:
One- to four-family dwelling units................ $7,143 $30,697
Commercial and multi-family
real estate.................................... 300 469
Construction...................................... -- 654
------- -------
Total mortgage loans............................ 7,443 31,820
Consumer and other loans............................. 1,835 1,994
------- -------
Total loans..................................... $9,278 $33,814
====== =======
Scheduled contractual principal repayments of loans and mortgage-backed
securities do not reflect the actual life of such assets. The average life of
loans and mortgage-backed securities is substantially less than their
contractual terms because of prepayments. In addition, due-on-sale clauses on
loans generally give the Association the right to declare loans immediately due
and payable in the event, among other things, that the borrower sells the real
property subject to the mortgage and the loan is not repaid. The average life of
mortgage loans tends to increase, however, when
7
<PAGE>
current mortgage loan market rates are substantially higher than rates on
existing mortgage loans and, conversely, decreases when rates on existing
mortgage loans are substantially higher than current mortgage loan market rates.
Loan Solicitation and Processing. Loan applicants come through
referrals by realtors and previous and present customers and through advertising
promotions. Upon receipt of a loan application from a prospective borrower, a
credit report and other data are obtained to verify specific information
relating to the loan applicant's employment, income and credit standing. An
appraisal of the real estate offered as collateral generally is undertaken by a
fee appraiser approved by the Association and, when required, licensed or
certified by the State of Missouri.
Loans in the amount of $75,000 or less may be approved by any one
member of the Association's Loan Committee, which consists of the Association's
President and two directors. Loans of $75,000 to $100,000 must be approved by
any one member of the Loan Committee and reviewed by another member. Loans in
excess of $100,000 must be approved by two members of the Loan Committee and
reviewed by the Association's Board of Directors.
Mortgage loans are generally approved or denied within ten days and
closed within 21 days. Interest rates are subject to change if the approved loan
is not closed within the time of the commitment, which usually is 30 days.
Loan Originations, Sales and Purchases. During the year ended September
30, 2000, the Association's total gross mortgage loan originations were $15.1
million. While the Association originates both adjustable-rate and fixed-rate
loans, its ability to generate loans is dependent upon relative customer demand
for loans in its market.
Consistent with its asset/liability management strategy, the
Association's policy had been to retain in its portfolio all of the one- to
four-family loans that it originates. In August 1997, the Association acquired
Crawford Mortgage, Inc., a mortgage broker based in Joplin, Missouri. Through
Crawford Mortgage, the Association originates loans to sell in the secondary
market. During the year ended September 30, 2000 the Association sold $4.5
million of loans.
The Association occasionally purchases loans to supplement its
originations. No loans were purchased during the year ended September 30, 1999
and six loans were purchased during the year ended September 30, 2000.
The following table shows total mortgage loans originated, purchased,
sold and repaid during the periods indicated.
<TABLE>
<CAPTION>
Years Ended September 30,
--------------------------------------
2000 1999 1998
--------- ----------- ---------
(In Thousands)
<S> <C> <C> <C>
Total mortgage loans at beginning of period.................. $37,315 $36,352 $32,594
Mortgage loans originated:
One- to four-family dwelling units(1)..................... 14,970 14,714 10,920
Commercial and multi-family real estate................... 120 -- 360
--------- ----------- ----------
Total mortgage loans originated......................... 15,090 14,714 11,280
Mortgage loans purchased..................................... 640 -- --
Mortgage loans sold.......................................... 4,467 5,765 877
Mortgage loan principal repayments........................... 8,077 7,986 6,645
Loans transferred to other real estate....................... 185 -- --
--------- ----------- -----------
Net loan activity............................................ 3,001 963 3,758
-------- ---------- ---------
Total gross mortgage loans at end of period.................. $40,316 $37,315 $36,352
======= ======= =======
</TABLE>
--------------------
(1) Includes construction loans originated during the period.
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<PAGE>
Loan Commitments. The Association issues commitments for fixed- and
adjustable-rate one- to four-family residential mortgage loans conditioned upon
the occurrence of certain events. Such commitments are made in writing on
specified terms and conditions and are honored for up to 30 days from the date
of loan approval. The Association had outstanding net loan commitments of
approximately $2.7 million at September 30, 2000. See Note 15 of Notes to
Consolidated Financial Statements contained in the Annual Report.
Loan Origination and Other Fees. The Association, in most instances,
receives loan origination fees and discount "points." Loan fees and points are a
percentage of the principal amount of the mortgage loan which are charged to the
borrower for funding the loan. The amount of points charged by the Association
varies, though the range generally is between zero and two points. Current
accounting standards require fees received (net of certain loan origination
costs) for originating loans to be deferred and amortized into interest income
over the contractual life of the loan. Net deferred fees associated with loans
that are prepaid are recognized as income at the time of prepayment. The
Association had $(92,000) in net deferred mortgage loan fees at September 30,
2000.
Non-performing Assets and Delinquencies. When a mortgage loan borrower
fails to make a required payment when due, the Association institutes collection
procedures. The first notice is mailed to the borrower at the end of the month
in which the payment is due and, if necessary, a second written notice follows
within 30 days thereafter. Attempts to contact the borrower by telephone
generally begin soon after the first notice is mailed to the borrower. If a
satisfactory response is not obtained, continuous follow-up contacts are
attempted until the loan has been brought current. Before the ninetieth day of
delinquency, attempts to interview the borrower, preferably in person, are made
to establish (i) the cause of the delinquency, (ii) whether the cause is
temporary, (iii) the attitude of the borrower toward the debt, and (iv) a
mutually satisfactory arrangement for curing the default.
In most cases, delinquencies are cured promptly; however, if by the
ninety-first day of delinquency, or sooner if the borrower is chronically
delinquent and all reasonable means of obtaining payment on time have been
exhausted, foreclosure, according to the terms of the security instrument and
applicable law, is initiated. Interest income on loans is reduced by the full
amount of accrued and uncollected interest.
When a consumer loan borrower fails to make a required payment on a
consumer loan by the payment due date, the Association institutes collection
procedures. The first notice is mailed to the borrower 15 days following the
payment due date. If payment is not promptly received, a second notice is mailed
to the borrower 20 days following the payment due date and the customer is
contacted by telephone to ascertain the nature of the delinquency. If the
delinquency remains uncured, the Association mails an additional notice to the
borrower on the thirtieth day of delinquency and every 30 days thereafter and
continues to contact the borrower by telephone.
In most cases, delinquencies are cured promptly; however, if, by the
91st day of delinquency the delinquency has not been cured, the Association
begins action to either obtain a judgment in small claims court or to repossess
the collateral.
The Association's Board of Directors is informed on a monthly basis as
to the status of all mortgage and consumer loans that are delinquent more than
30 days, the status on all loans currently in foreclosure, and the status of all
foreclosed and repossessed property owned by the Association.
9
<PAGE>
The following table sets forth information with respect to the
Association's non-performing assets and restructured loans within the meaning of
Statement of Financial Accounting Standards ("SFAS") No. 15 at the dates
indicated. Any loan four or more payments past due is placed on nonaccrual
status.
<TABLE>
<CAPTION>
At September 30,
------------------------------------------------------------------
2000 1999 1998 1997 1995
---------- ---------- ------------ ----------- -------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Loans accounted for on a nonaccrual basis:
Real estate:
Residential............................. $ 3 $ 37 $21 $ 9 $ 3
Commercial and multi-family............. -- -- -- -- --
Consumer and other........................ 3 -- -- 11 --
--- ------ ---- ------- -------
Total................................. 6 37 21 20 3
------ ----- ------- --------
Accruing loans which are
contractually past due 90 days or more:
Real estate:
Residential............................. 46 218 45 66 19
Commercial and multi-family............. -- -- -- -- --
Consumer and other........................ 21 -- -- -- --
---- ------ ---- ------- -------
Total................................. 67 218 45 66 19
---- ----- ---- ------- -------
Total of nonaccrual and 90 days
past due loans............................ 73 255 66 86 22
Real estate owned(1)......................... -- -- -- -- --
--- ------ ---- ------- ------
Total non-performing assets........... $ 73 $255 $66 $ 86 $ 22
==== ==== === ====== =====
Restructured loans........................... -- -- -- -- --
=== ====== ==== ======= ======
Total loans delinquent 90 days or
more to net loans................. 0.16% 0.64% 0.18% 0.25% 0.07%
==== ==== ==== ===== ====
Total loans delinquent 90 days or
more to consolidated total assets.. 0.10% 0.37% 0.09% 0.14% 0.04%
==== ==== ==== ==== ====
Total non-performing assets to
consolidated total assets.................... 0.10% 0.37% 0.09% 0.14% 0.04%
==== ==== ==== ==== ====
</TABLE>
-----------------------------------
(1) Represents the book value of property acquired through foreclosure, net of
valuation reserves.
Interest income that would have been recorded for the year ended
September 30, 2000 had nonaccruing loans been current in accordance with their
original terms amounted to approximately $300.00. The amount of interest
included in interest income on such loans for the year ended September 30, 2000
was $0.
Real Estate Owned. Real estate acquired by the Association as a result
of foreclosure or by deed-in-lieu of foreclosure is classified as real estate
owned ("REO") until it is sold. When property is acquired it is recorded at the
lower of its cost, which is the unpaid principal balance of the related loan
plus foreclosure costs, or fair market value. Subsequent to foreclosure, the
property is carried at the lower of the foreclosed amount or fair value. Upon
receipt of
10
<PAGE>
a new appraisal and market analysis, the carrying value is written down through
the establishment of a specific reserve to its fair value. At September 30,
2000, the Association had no REO.
Asset Classification. The OTS has adopted various regulations regarding
problem assets of savings institutions. The regulations require that each
insured institution review and classify its assets on a regular basis. In
addition, in connection with examinations of insured institutions, OTS examiners
have authority to identify problem assets and, if appropriate, require them to
be classified. There are three classifications for problem assets:
"substandard," "doubtful" and "loss." Substandard assets must have one or more
defined weaknesses and are characterized by the distinct possibility that the
insured institution will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the weaknesses of substandard assets with the
additional characteristic that the weaknesses make collection or liquidation in
full on the basis of currently existing facts, conditions and values
questionable, and there is a high possibility of loss. An asset classified loss
is considered uncollectible and of such little value that continuance as an
asset of the institution is not warranted. If an asset or portion thereof is
classified loss, the insured institution establishes specific allowances for
loan losses for the full amount of the portion of the asset classified loss. A
portion of general loan loss allowances established to cover possible losses
related to assets classified substandard or doubtful may be included in
determining an institution's regulatory capital, while specific valuation
allowances for loan losses generally do not qualify as regulatory capital.
Assets that do not currently expose the insured institution to sufficient risk
to warrant classification in one of the aforementioned categories but possess
weaknesses are required to be designated "special mention." Not all of the
Association's non-performing assets are classified as problem assets. In
determining whether the Association's non-performing assets expose the
Association to sufficient risk to warrant classification, the Association may
consider various factors, including the borrower's payment history, the
existence of private mortgage insurance, and the loan-to-value ratio. Upon
consideration of these factors, the Association may determine that the asset in
question does not present a risk of loss that requires it to be classified.
The following table sets forth the number and amount of classified
loans at September 30, 2000.
<TABLE>
<CAPTION>
Loss Doubtful Substandard
---------------------- --------------------- ---------------------
Number Number Number
of Principal of Principal of Principal
Loans Amount Loans Amount Loans Amount
---------- --------- --------- --------- --------- ---------
Mortgage loans:
<S> <C> <C> <C> <C> <C> <C>
One- to four-family.................... - - - - - -
Commercial and multi-family............ - - - - - -
Real estate............................ - - - - - -
Construction........................... - - - - - -
Consumer and other loans.................. - - - - - -
</TABLE>
Allowance for Loan Losses. The Association has established a systematic
methodology for the determination of provisions for loan losses. The methodology
is set forth in a formal policy and takes into consideration the need for an
overall general valuation allowance as well as specific allowances that are tied
to individual loans.
In originating loans, the Association recognizes that losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan. The Association increases its allowance
for loan losses by charging provisions for possible loan losses against the
Association's income.
The general valuation allowance is maintained to cover losses inherent
in the portfolio of performing loans. Management reviews the adequacy of the
allowance at least quarterly based on the Association's past loan loss
experiences, known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay, the estimated value of any
underlying collateral, and current economic conditions.
11
<PAGE>
Specific valuation allowances are established to absorb losses on loans
for which full collectibility may not be reasonably assured. The amount of the
allowance is based on the estimated value of the collateral securing the loan
and other analyses pertinent to each situation.
Generally, a provision for losses is charged against income on a
quarterly basis to maintain the allowances. A provision of $13,000 was charged
against income for the year ended September 30, 2000. At September 30, 2000, the
Association had an allowance for loan losses of $63,000. Management believes
that the amount maintained in the allowances will be adequate to absorb losses
inherent in the portfolio.
Although management believes that it uses the best information
available to make such determinations, future adjustments to the allowance for
loan losses may be necessary and results of operations could be significantly
and adversely affected if circumstances differ substantially from the
assumptions used in making the determinations.
While the Association believes it has established its existing
allowance for loan losses in accordance with generally accepted accounting
principles, there can be no assurance that regulators, in reviewing the
Association's loan portfolio, will not request the Association to increase
significantly its allowance for loan losses. In addition, because future events
affecting borrowers and collateral cannot be predicted with certainty, there can
be no assurance that the existing allowance for loan losses is adequate or that
substantial increases will not be necessary should the quality of any loans
deteriorate as a result of the factors discussed above. Any material increase in
the allowance for loan losses may adversely affect the Association's financial
condition and results of operations.
The following table sets forth an analysis of the Association's
allowance for loan losses for the periods indicated. Where specific loan loss
reserves have been established, any differences between the loss reserve and the
amount of loss realized has been charged or credited to current income.
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------------------------------
2000 1999 1998 1997 1995
---------- ---------- ------------ ----------- -------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Allowance at beginning of period............. $63 $52 $44 $41 $38
Provision for loan losses.................... 12 8 3 3
Recoveries................................... 20 -- -- -- --
Charge-offs.................................. (30) (1) -- -- --
------ ----- ---- --------- ----------
Net charge-offs.............................. (13) (1) -- -- --
------ ----- ---- --------- ----------
Balance at end of period..................... $63 $63 $52 $44 $41
=== === === ======== =========
Ratio of allowance to total loans............ 0.14% 0.15% 0.14% 0.13% 0.13%
Ratio of net charge-offs to average
loans outstanding during the period....... 0.03 -- -- -- --
</TABLE>
12
<PAGE>
The following table sets forth the breakdown of the allowance for loan
losses by loan category for the periods indicated.
<TABLE>
<CAPTION>
At September 30,
------------------------------------------------------------------
2000 1999 1998
-------------------- -------------------- ----------------------
Percent of Percent of Percent of
Loans in Loans in Loans in
Each Each Each
Category to Category to Category to
Amount Total Loans Amount Total Loans Amount Total Loans
-------- ----------- -------- ----------- --------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-family dwelling units.......... $41 86.85% $45 84.75% $41 86.49%
Commercial and multi-family................. -- 1.72 -- 2.10 -- 1.45
Construction................................ -- 1.46 -- 4.06 -- 5.58
Land........................................ -- 0.09 -- -- -- --
Consumer and other loans....................... 22 9.88 18 9.09 11 6.48
---- -------- ---- -------- ---- --------
Total allowance for loan losses........... $63 100.00 % $63 100.00 % $52 100.00%
=== ====== === ====== === ======
</TABLE>
Investment Activities
The Association is permitted under federal and state law to invest in
various types of liquid assets, including U.S. Treasury obligations, securities
of various federal agencies and of state and municipal governments, deposits at
the FHLB-Des Moines, certificates of deposit of federally insured institutions,
certain bankers' acceptances and federal funds. Subject to various restrictions,
the Association may also invest a portion of its assets in commercial paper,
corporate debt securities and ARM funds, the assets of which conform to the
investments that the Association is authorized to make directly. Savings
institutions like the Association are also required to maintain an investment in
FHLB stock and a minimum level of liquid assets which vary from time to time.
See "Regulation and Supervision -- Federal Home Loan Bank System." The
Association may decide to increase its liquidity above the required levels
depending upon the availability of funds and comparative yields on investments
in relation to return on loans.
The Association is required under federal regulations to maintain a
minimum amount of liquid assets and is also permitted to make certain other
securities investments. See "Regulation and Supervision" contained herein, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" contained in the Annual Report. At
September 30, 2000, the Association's regulatory liquidity was 40.8% which is
significantly in excess of the 4.0% required by OTS regulations. It is the
intention of management to hold all securities in the Association's investment
portfolio in order to enable the Association to provide liquidity for loan
funding upon maturity of such investment securities and to match more closely
the interest-rate sensitivities of its assets and liabilities.
The Association's President determines appropriate investments in
accordance with the Board of Directors' approved investment policies and
procedures. Investments are made following certain considerations, which include
the Association's liquidity position and anticipated cash needs and sources
(which in turn include outstanding commitments, upcoming maturities, estimated
deposits and anticipated loan amortization and repayments). Further, the effect
that the proposed investment would have on the Association's credit and interest
rate risk, and risk-based capital is given consideration during the evaluation.
The interest rate, yield, settlement date and maturity are also reviewed.
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," requires that investments be categorized as "held to maturity,"
"trading securities" or "available for sale," based on management's intent as to
the ultimate disposition of each security. Debt securities may be classified as
"held to maturity" and reported in financial statements at amortized cost only
if the reporting entity has the positive intent and ability to hold those
securities to
13
<PAGE>
maturity. Securities that might be sold in response to changes in market
interest rates, changes in the security's prepayment risk, increases in loan
demand, or other similar factors cannot be classified as "held to maturity."
Debt and equity securities held for current resale are classified as "trading
securities." Such securities are reported at fair value, and unrealized gains
and losses on such securities would be included in earnings. Debt and equity
securities not classified as either "held to maturity" or "trading securities"
are classified as "available for sale." Such securities are reported at fair
value, and unrealized gains and losses on such securities are excluded from
earnings and reported as a net amount in a separate component of equity.
The Association purchases mortgage-backed securities in the form of
Ginnie Mae, Freddie Mac and Fannie Mae participation certificates in order to
supplement loan production. Ginnie Mae and Fannie Mae certificates are
guaranteed as to principal and interest by the full faith and credit of the
United States, while Freddie Mac certificates are guaranteed by Freddie Mac.
Mortgage-backed securities generally entitle the Association to receive a pro
rata portion of the cash flows from an identified pool of mortgages. The cash
flows from such pools are segmented and paid in accordance with a predetermined
priority to various classes of securities issued by the entity. See Note 4 of
Notes to Consolidated Financial Statements contained in the Annual Report.
The following table sets forth the composition of Association's
mortgage-backed securities portfolio at carrying value at the dates indicated.
All of the Association's mortgage-backed securities are classified as held to
maturity.
<TABLE>
<CAPTION>
At September 30,
---------------------------------------------------------------------
2000 1999 1998
---------------------- ---------------------- ----------------------
Book Percent of Book Percent of Book Percent of
Value Portfolio Value Portfolio Value Portfolio
---------- ---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage-backed securities:
GNMA:
Fixed.................................. $ 15 0.52% $ 26 1.05% $ 40 1.28%
Adjustable............................. 653 22.46 809 32.57 690 22.11
FHLMC:
Fixed.................................. 436 15.00 521 20.97 712 22.81
Adjustable............................. -- -- -- -- -- --
FNMA:
Fixed.................................. 64 2.20 116 4.67 264 8.46
Adjustable............................. 1,776 61.09 1,051 42.31 1,475 47.26
Unamortized premium (discount), net....... (37) (1.27) (39) (1.57) (60) (1.92)
------- -------- --------- -------- --------- --------
Total mortgage-backed securities..... $2,907 100.00% $2,484 100.00% $3,121 100.00%
====== ====== ====== ====== ====== ======
</TABLE>
At September 30, 2000, the Corporation's investment securities
portfolio totalled approximately $19.6 million at carrying value and consisted
principally of U.S. Treasury and agency securities and municipal bonds. The
Corporation's municipal bond portfolio, which totalled $1.3 million at fair
value ($1.3 million at amortized cost) at September 30, 2000, was comprised
primarily of obligations of political subdivisions of the State of Missouri that
have maturities ranging from less than one year to five to 10 years.
14
<PAGE>
The following table sets forth the composition of the Corporation's
investment securities portfolio at carrying value at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998
Carrying Percent of Carrying Percent of Carrying Percent of
Value Portfolio Value Portfolio Value Portfolio
---------- ----------- ---------- ----------- ---------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Debt securities:
U.S. Government treasury and
obligations of U.S.
Government agencies.......... $18,299 89.40% $18,970 92.19% $8,482 85.07%
State and political
subdivision............... 1,339 6.54 1,059 5.15 919 9.22
--------- -------- --------- -------- -------- --------
Total debt securities......... 19,638 95.94 20,029 97.34 9,401 94.29
-------- ------- ------- -------
Equity securities:
FHLB stock...................... 657 3.21 365 1.77 365 3.66
Common stock.................... 173 0.85 183 0.89 204 2.05
---------- -------- ---------- -------- -------- --------
Total equity securities....... 830 4.06 548 2.66 569 5.71
---------- -------- ---------- -------- -------- --------
Total....................... $20,468 100.00% $20,577 100.00% $9,970 100.00%
======= ====== ======= ====== ====== ======
</TABLE>
The following table sets forth the maturities and weighted average
yields of the debt securities in the Corporation's investment securities
portfolio at September 30, 2000.
<TABLE>
<CAPTION>
Less Than One to Over Five to Over
One Year Five Years Ten Years Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
-------- --------- -------- --------- --------- -------- --------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Debt securities:
U.S. Government treasury a
obligations of U.S.
Government agencies $-- --% $5,999 6.09% $11,550 6.59% $ 750 7.05%
State and political subdivision 85 4.25 230 6.13 739 5.10 285 5.36
---- -------- --------- --------
Total................... $85 $6,229 $12,289 $1,035
=== ====== ======= ======
</TABLE>
Deposit Activities and Other Sources of Funds
General. Deposits and loan repayments are the major sources of the
Association's funds for lending and other investment purposes. Scheduled loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows and loan prepayments are influenced significantly by general interest
rates and money market conditions. Borrowings through the FHLB-Des Moines may be
used on a short-term basis to compensate for reductions in the availability of
funds from other sources. Presently, the Association has no other borrowing
arrangements.
Deposit Accounts. Substantially all of the Association's depositors are
residents of the State of Missouri. Deposits are attracted from within the
Association's lending market area through the offering of a broad selection of
deposit instruments, including NOW accounts, money market deposit accounts,
regular savings accounts, certificates of deposit and retirement savings plans.
Deposit account terms vary, according to the minimum balance required, the time
periods the funds must remain on deposit and the interest rate, among other
factors. In determining the terms of its deposit accounts, the Association
considers current market interest rates, profitability to the Association,
matching
15
<PAGE>
deposit and loan products and its customer preferences and concerns. The
Association generally reviews its deposit mix and pricing twice weekly.
The following table indicates the amount of the Association's jumbo
certificates of deposit by time remaining until maturity as of September 30,
2000. Jumbo certificates of deposit represent minimum deposits of $100,000.
Maturity Period Amounts
------------------ ----------------
(In Thousands)
Three months or less........................... $ 101
Over three through six months.................. 747
Over six through twelve months................. 1,037
Over twelve months............................. 421
--------
Total................................. $2,306
======
The following table sets forth the balances (inclusive of interest
credited) of deposits in the various types of accounts offered by the
Association at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
------------------------------------------------------------------------------------------------
2000 1999 1998
----------------------------- ------------------------------ ------------------------------
Percent Percent Percent
of Increase of Increase of Increase
Amount Total (Decrease) Amount Total (Decrease) Amount Total (Decrease)
--------- ------- --------- --------- ------- --------- --------- -------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing ....... $ 977 2.03% $ 15 $ 962 1.87% $ 383 $ 579 1.21% $ 181
Demand and NOW checking ... 7,818 16.20 (1,023) 8,841 17.15 1,505 7,336 15.30 1,386
Passbook savings accounts . 5,326 11.04 (343) 5,669 11.00 (49) 5,718 11.93 (14)
Money market deposit ...... 2,222 4.60 (631) 2,853 5.53 269 2,584 5.39 (504)
Fixed-rate certificates
which mature:
Within one year ........ 26,223 54.34 2,520 23,703 45.98 894 22,809 47.57 1,201
After one year, but
within three years .. 5,352 11.09 (3,989) 9,341 18.12 906 8,435 17.59 2,005
After three years ...... 338 0.70 160 178 0.35 (305) 483 1.01 (203)
-------- ------ --- ------- ------ ------- ------- ------ -------
Total ............... $48,256 100.00% (3,291) $51,547 100.00% $ 3,603 $47,944 100.00% $ 4,052
======= ====== ======= ======= ====== ======= ======= ======= =======
</TABLE>
The following table sets forth the time deposits in the Association
classified by rates as of the dates indicated.
At September 30,
--------------------------------------
2000 1999 1998
---------- ---------- ------------
(Dollars in Thousands)
3.00 - 3.99%.................... $ -- $ 2,179 $ --
4.00 - 4.99%.................... 6,042 15,782 4,568
5.00 - 5.99%.................... 13,561 15,050 26,230
6.00 - 6.99%.................... 12,082 211 929
7.00 - 7.99..................... 228 -- --
------- -------- -------
Total...................... $31,913 $33,222 $31,727
======= ======= =======
16
<PAGE>
The following table sets forth the amount and maturities of time
deposits at September 30, 2000.
<TABLE>
<CAPTION>
Amount Due
--------------------------------------------------------------------
Percent
of Total
Less Than 1 - 2 2 - 3 3 - 4 After Certificate
One Year Years Years Years 4 Years Total Accounts
------------ ------------ ------------ ------------ ------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3.00 - 3.99%...... $ -- $ -- $ -- $ -- $ -- $ -- --
4.00 - 4.99%...... 5,508 400 133 2 -- 6,043 18.94%
5.00 - 5.99%...... 11,845 1,111 292 313 -- 13,561 42.49
6.00 - 6.99%...... 8,642 3,415 1 -- 23 12,081 37.86
7.00 - 7.99%...... 228 -- -- -- -- 228 0.71
------- -------- -------- --------- -------- -------- --------
Total.... $26,223 $ 4,926 $ 426 $ 315 $ 23 $31,913 100.00%
======= ======== ======== ========= ======== =======
</TABLE>
The following table sets forth the deposit activities of the
Association for the periods indicated.
Years Ended September 30,
-------------------------------
2000 1999 1998
------- -------- -------
(Dollars in Thousands)
Beginning balance..................... $51,547 $47,944 $43,892
------- ------- -------
Net increase (decrease) before
interest credited.................. (4,943) 2,392 2,437
Interest credited..................... 1,652 1,211 1,615
------- ------- -------
Net increase (decrease) in deposits... (3,291) 3,603 4,052
-------- ------- -------
Ending balance........................ $48,256 $51,547 $47,944
======= ======= =======
Borrowings. Savings deposits are the primary source of funds for the
Association's lending and investment activities and for its general business
purposes. The Association has the ability to use advances from the FHLB-Des
Moines to supplement its supply of lendable funds and to meet deposit withdrawal
requirements. The FHLB-Des Moines functions as a central reserve bank providing
credit for savings and loan associations and certain other member financial
institutions. As a member of the FHLB-Des Moines, the Association is required to
own capital stock in the FHLB-Des Moines and is authorized to apply for advances
on the security of such stock and certain of its mortgage loans and other assets
(principally securities which are obligations of, or guaranteed by, the U.S.
Government) provided certain creditworthiness standards have been met. Advances
are made pursuant to several different credit programs. Each credit program has
its own interest rate and range of maturities. Depending on the program,
limitations on the amount of advances are based on the financial condition of
the member institution and the adequacy of collateral pledged to secure the
credit.
17
<PAGE>
The following table sets forth certain information regarding the
Association's use of FHLB advances during the periods indicated.
Years Ended September 30,
-------------------------------------
2000 1999 1998
--------- ---------- ------------
(Dollars in Thousands)
Maximum balance at any month end......... $13,129 $5,856 $3,986
Average balance.......................... 10,215 4,166 1,581
Year end balance......................... 13,117 5,856 3,986
Weighted average interest rate:
At end of year...................... 6.47% 4.64% 5.81%
During the year..................... 6.08 5.52 5.95
Subsidiary Activities
In August 1997, the Association acquired Crawford Mortgage, Inc., which
is engaged in the business of mortgage brokerage.
Federal associations generally may invest up to 3% of their assets in
service corporations, provided that at least one-half of any amount in excess of
1% is used primarily for community, inner-city and community development
projects. The Association's investment in its service corporation at September
30, 2000 did not exceed the limits applicable to federal associations. NS&L
Enterprises, Inc. is a wholly owned subsidiary of the Association. NS&L
Enterprises was established in 1992 for the purpose of offering credit life
insurance and discount brokerage services. At September 30, 2000, the
Association's investment in NS&L Enterprises was $9,000.00.
REGULATION AND SUPERVISION
General
As a savings and loan holding company, the Corporation is required by
federal law to file reports with, and otherwise comply with, the rules and
regulations of the OTS. The Association is subject to extensive regulation,
examination and supervision by the OTS, as its primary federal regulator, and
the FDIC, as the deposit insurer. The Association is a member of the FHLB and
its deposit accounts are insured up to applicable limits by the SAIF managed by
the FDIC. The Association must file reports with the OTS and the FDIC concerning
its activities and financial condition in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with, or
acquisitions of, other savings institutions. The OTS and/or the FDIC conduct
periodic examinations to test the Association's safety and soundness and
compliance with various regulatory requirements. This regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement
activities and examination policies, including policies with respect to the
classification of assets and the establishment of adequate loan loss reserves
for regulatory purposes. Any change in such regulatory requirements and
policies, whether by the OTS, the FDIC or the Congress, could have a material
adverse impact on the Corporation, the Association and their operations. Certain
of the regulatory requirements applicable to the Association and to the
Corporation are referred to below or elsewhere herein. The description of
statutory provisions and regulations applicable to savings institutions and
their holding companies set forth in this report does not purport to be a
complete description of such statutes and regulations and their effects on the
Corporation and the Association.
18
<PAGE>
Holding Company Regulation
The Corporation is a nondiversified unitary savings and loan holding
company within the meaning of federal law. As a unitary savings and loan holding
company, the Corporation generally is not restricted under existing laws as to
the types of business activities in which it may engage, provided that the
Association continues to be a qualified thrift lender. See "--Federal Savings
Institution Regulation -- QTL Test." Upon any non-supervisory acquisition by the
Corporation of another savings institution or savings bank that meets the
qualified thrift lender test and is deemed to be a savings institution by the
OTS, the Corporation would become a multiple savings and loan holding company
(if the acquired institution is held as a separate subsidiary) and would
generally be limited to activities permissible for bank holding companies under
Section 4(c)(8) of the Bank Holding Company Act, subject to the prior approval
of the OTS, and certain activities authorized by OTS regulation.
A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written approval
of the OTS and from acquiring or retaining control of a depository institution
that is not insured by the FDIC. In evaluating applications by holding companies
to acquire savings institutions, the OTS considers the financial and managerial
resources and future prospects of the company and institution involved, the
effect of the acquisition on the risk to the deposit insurance funds, the
convenience and needs of the community and competitive factors.
The OTS may not approve any acquisition that would result in a multiple
savings and loan holding company controlling savings institutions in more than
one state, subject to two exceptions: (i) the approval of interstate supervisory
acquisitions by savings and loan holding companies and (ii) the acquisition of a
savings institution in another state if the laws of the state of the target
savings institution specifically permit such acquisitions. The states vary in
the extent to which they permit interstate savings and loan holding company
acquisitions.
Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations do prescribe such restrictions
on subsidiary savings institutions as described below. The Association must
notify the OTS 30 days before declaring any dividend to the Corporation. In
addition, the financial impact of a holding company on its subsidiary
institution is a matter that is evaluated by the OTS and the agency has
authority to order cessation of activities or divestiture of subsidiaries deemed
to pose a threat to the safety and soundness of the institution.
Federal Savings Institution Regulation
Business Activities. The activities of federal savings institutions are
governed by federal law and regulations. These laws and regulations delineate
the nature and extent of the activities in which federal associations may
engage. In particular, many types of lending authority for federal association,
e.g., commercial, non-residential real property loans and consumer loans, are
limited to a specified percentage of the institution's capital or assets. In
addition, certain activities, such as mergers and acquisitions, and branching
are subject to the prior approval of the OTS.
Capital Requirements. The OTS capital regulations require savings
institutions to meet three minimum capital standards: a 1.5% tangible capital
ratio, a 3% leverage ratio and an 8% risk-based capital ratio. Effective April
1, 1999, however, the minimum core capital ratio increased to 4% for all
institutions except those with the highest ratings on the CAMELS financial
institution rating system. In addition, the prompt corrective action standards
discussed below also establish, in effect, a minimum 2% tangible capital
standard, a 4% leverage ratio (3% for institutions receiving the highest rating
on the CAMELS financial institution rating system), and, together with the
risk-based capital standard itself, a 4% Tier I risk-based capital standard. The
OTS regulations also require that, in meeting the tangible, leverage and
risk-based capital standards, institutions must generally deduct investments in
and loans to subsidiaries engaged in activities as principal that are not
permissible for a national bank.
The risk-based capital standard for savings institutions requires the
maintenance of Tier I (core) and total capital (which is defined as core capital
and supplementary capital) to risk-weighted assets of at least 4% and 8%,
respectively. In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet assets, are multiplied by a risk-weight
factor of 0% to 100%, assigned by the OTS capital regulation based on the risks
believed
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<PAGE>
inherent in the type of asset. Core (Tier I) capital is defined as common
stockholders' equity (including retained earnings), certain noncumulative
perpetual preferred stock and related surplus, and minority interests in equity
accounts of consolidated subsidiaries less intangibles other than certain
mortgage servicing rights and credit card relationships. The components of
supplementary capital currently include cumulative preferred stock, long-term
perpetual preferred stock, mandatory convertible securities, subordinated debt
and intermediate preferred stock, the allowance for loan and lease losses
limited to a maximum of 1.25% of risk-weighted assets and up to 45% of
unrealized gains on available-for- sale equity securities with readily
determinable fair values. Overall, the amount of supplementary capital included
as part of total capital cannot exceed 100% of core capital.
The capital regulations also incorporate an interest rate risk
component. Savings institutions with "above normal" interest rate risk exposure
are subject to a deduction from total capital for purposes of calculating their
risk- based capital requirements. For the present time, the OTS has deferred
implementation of the interest rate risk component. At September 30, 2000, the
Association met each of its capital requirements.
The following table presents the Association's capital position at
September 30, 2000.
<TABLE>
<CAPTION>
Capital
Excess ---------------------------
Actual Required (Deficiency) Actual Required
Capital Capital Amount Percent Percent
------------ ------------ -------------- ------------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Tangible $8,901 $1,083 $7,818 12.3% 1.5%
Core (Leverage) 8,901 2,877 6,024 12.3 4.0
Risk-based 8,964 2,611 6,353 27.5 8.0
</TABLE>
Prompt Corrective Regulatory Action. The OTS is required to take
certain supervisory actions against undercapitalized institutions, the severity
of which depends upon the institution's degree of undercapitalization.
Generally, a savings institution that has a ratio of total capital to risk
weighted assets of less than 8%, a ratio of Tier I (core) capital to
risk-weighted assets of less than 4% or a ratio of core capital to total assets
of less than 4% (3% or less for institutions with the highest examination
rating) is considered to be "undercapitalized." A savings institution that has a
total risk-based capital ratio less than 6%, a Tier I capital ratio of less than
3% or a leverage ratio that is less than 3% is considered to be "significantly
undercapitalized" and a savings institution that has a tangible capital to
assets ratio equal to or less than 2% is deemed to be "critically
undercapitalized." Subject to a narrow exception, the OTS is required to appoint
a receiver or conservator for an institution that is "critically
undercapitalized." The regulation also provides that a capital restoration plan
must be filed with the OTS within 45 days of the date a savings institution
receives notice that it is "undercapitalized," "significantly undercapitalized"
or "critically undercapitalized." Compliance with the plan must be guaranteed by
any parent holding company in an amount of up to the lesser of 5% of the
institution's assets or the amount which would bring the institution into
compliance with all capital standards. In addition, numerous mandatory
supervisory actions become immediately applicable to an undercapitalized
institution, including, but not limited to, increased monitoring by regulators
and restrictions on growth, capital distributions and expansion. The OTS could
also take any one of a number of discretionary supervisory actions, including
the issuance of a capital directive and the replacement of senior executive
officers and directors.
Insurance of Deposit Accounts. Deposits of the Association are
presently insured by the SAIF. The FDIC maintains a risk-based assessment system
by which institutions are assigned to one of three categories based on their
capitalization and one of three subcategories based on examination ratings and
other supervisory information. An institution's assessment rate depends upon the
categories to which it is assigned. Assessment rates for SAIF member
institutions are determined semiannually by the FDIC and currently range from
zero basis points for the healthiest institutions to 27 basis points for the
riskiest.
20
<PAGE>
In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation ("FICO") to recapitalize the predecessor to the SAIF. By law, there
has been equal sharing of FICO payments between SAIF and Bank Insurance Fund
members since January 1, 2000. The FDIC has authority to increase insurance
assessments. A significant increase in SAIF insurance premiums would likely have
an adverse effect on the operating expenses and results of operations of the
Association. Management cannot predict what insurance assessment rates will be
in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that
the institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC or the OTS. The
management of the Association does not know of any practice, condition or
violation that might lead to termination of deposit insurance.
Loans to One Borrower. Federal law provides that savings institutions
are generally subject to the limits on loans to one borrower applicable to
national banks. A savings institution may not make a loan or extend credit to a
single or related group of borrowers in excess of 15% of its unimpaired capital
and surplus. An additional amount may be lent, equal to 10% of unimpaired
capital and surplus, if secured by specified readily-marketable collateral. At
September 30, 2000, the Association's limit on loans to one borrower was $1.5
million, and the Association's largest aggregate outstanding balance of loans to
one borrower was $702,000.
QTL Test. Federal law requires savings institutions to meet a qualified
thrift lender test. Under the test, a savings association is required to either
qualify as a "domestic building and loan association" under the Internal Revenue
Code of 1986, as amended (the "Code"), or maintain at least 65% of its
"portfolio assets" (total assets less: (i) specified liquid assets up to 20% of
total assets; (ii) intangibles, including goodwill; and (iii) the value of
property used to conduct business) in certain "qualified thrift investments"
(primarily residential mortgages and related investments, including certain
mortgage-backed securities) in at least nine months out of each 12 month period.
A savings institution that fails the qualified thrift lender test is
subject to certain operating restrictions and may be required to convert to a
bank charter. As of September 30, 2000, the Association met the qualified thrift
lender test. Recent legislation has expanded the extent to which education
loans, credit card loans and small business loans may be considered "qualified
thrift investments."
Limitation on Capital Distributions. OTS regulations impose limitations
upon all capital distributions by a savings institution, including cash
dividends, payments to repurchase its shares and payments to shareholders of
another institution in a cash-out merger. The rule effective in 1998 established
three tiers of institutions based primarily on an institution's capital level.
An institution that exceeded all capital requirements before and after a
proposed capital distribution ("Tier I Bank") and had not been advised by the
OTS that it was in need of more than normal supervision, could, after prior
notice but without obtaining approval of the OTS, make capital distributions
during the calendar year equal to the greater of (i) 100% of its net earnings to
date during the calendar year plus the amount that would reduce by one-half the
excess capital over its capital requirements at the beginning of the calendar
year or (ii) 75% of its net income for the previous four quarters. Any
additional capital distributions required prior regulatory approval. At
September 30, 2000, the Association was a Tier I Bank. Effective April 1, 1999,
the OTS's capital distribution regulation changed. Under the new regulation, an
application to and the prior approval of the OTS will be required prior to any
capital distribution if the institution does not meet the criteria for
"expedited treatment" of applications under OTS regulations (i.e., generally,
safety and soundness, compliance and Community Reinvestment Act examination
ratings in the two top categories), the total capital distributions for the
calendar year exceed net income for that year plus the amount of retained net
income for the preceding two years, the institution would be undercapitalized
following the distribution or the distribution would otherwise be contrary to a
statute, regulation or agreement with OTS. If an application is not required,
the institution must still provide prior notice to OTS of the capital
distribution. In the event the Association's capital fell below its regulatory
requirements or the OTS notified it that it was in need of more than normal
supervision, the Association's ability to make capital distributions could be
restricted. In addition, the OTS could prohibit a proposed capital distribution
by any institution, which would otherwise be permitted by the regulation, if the
OTS determines that such distribution would constitute an unsafe or unsound
practice.
21
<PAGE>
Liquidity. The Association is required to maintain an average daily
balance of specified liquid assets equal to a monthly average of not less than a
specified percentage of its net withdrawable deposit accounts plus short-term
borrowings. This liquidity requirement is currently 4%, but may be changed from
time to time by the OTS to any amount within the range of 4% to 10%. Monetary
penalties may be imposed for failure to meet these liquidity requirements. The
Association's has never been subject to monetary penalties for failure to meet
its liquidity requirements.
Assessments. Savings institutions are required to pay assessments to
the OTS to fund the agency's operations. The general assessments, paid on a
semi-annual basis, are computed upon the savings institution's total assets,
including consolidated subsidiaries, as reported in the Association's latest
quarterly thrift financial report.
Transactions with Related Parties. The Association's authority to
engage in transactions with "affiliates" (e.g., any company that controls or is
under common control with an institution, including the Corporation and its
non-savings institution subsidiaries) is limited by federal law. The aggregate
amount of covered transactions with any individual affiliate is limited to 10%
of the capital and surplus of the savings institution. The aggregate amount of
covered transactions with all affiliates is limited to 20% of the savings
institution's capital and surplus. Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type described in
federal law. The purchase of low quality assets from affiliates is generally
prohibited. The transactions with affiliates must be on terms and under
circumstances, that are at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies. In addition, savings institutions are prohibited from lending to any
affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings institution may purchase the securities of any
affiliate other than a subsidiary.
The Association's authority to extend credit to executive officers,
directors and 10% shareholders ("insiders"), as well as entities such persons
control, is also governed by federal law. Such loans are required to be made on
terms substantially the same as those offered to unaffiliated individuals and
not involve more than the normal risk of repayment. An exception exists for
loans made pursuant to a benefit or compensation program that is widely
available to all employees of the institution and does not give preference to
insiders over other employees. The law limits both the individual and aggregate
amount of loans the Association may make to insiders based, in part, on the
Association's capital position and requires certain board approval procedures to
be followed. Special limitations apply to loans made to executive officers of
the institution.
Enforcement. The OTS has primary enforcement responsibility over
savings institutions and has the authority to bring actions against the
institution and all institution-affiliated parties, including stockholders, and
any attorneys, appraisers and accountants who knowingly or recklessly
participate in wrongful action likely to have an adverse effect on an insured
institution. Formal enforcement action may range from the issuance of a capital
directive or cease and desist order to removal of officers and/or directors to
institution of receivership, conservatorship or termination of deposit
insurance. Civil penalties cover a wide range of violations and can amount to
$25,000 per day, or even $1 million per day in especially egregious cases. The
FDIC has the authority to recommend to the Director of the OTS that enforcement
action to be taken with respect to a particular savings institution. If action
is not taken by the Director, the FDIC has authority to take such action under
certain circumstances. Federal law also establishes criminal penalties for
certain violations.
Standards for Safety and Soundness. The federal banking agencies have
adopted Interagency Guidelines prescribing Standards for Safety and Soundness.
The guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository
institutions before capital becomes impaired. If the OTS determines that a
savings institution fails to meet any standard prescribed by the guidelines, the
OTS may require the institution to submit an acceptable plan to achieve
compliance with the standard.
Federal Home Loan Bank System
The Association is a member of the FHLB System, which consists of 12
regional FHLBs. The FHLB provides a central credit facility primarily for member
institutions. The Association, as a member of the FHLB-Des Moines, is required
to acquire and hold shares of capital stock in the FHLB-Des Moines in an amount
at least equal to 1.0% of the
22
<PAGE>
aggregate principal amount of its unpaid residential mortgage loans and similar
obligations at the beginning of each year, or 1/20 of its advances (borrowings)
from the FHLB-Des Moines, whichever is greater. The Association was in
compliance with this requirement with an investment in FHLB stock at September
30, 2000, of $657,000. FHLB advances must be secured by specified types of
collateral and all long-term advances may only be obtained for the purpose of
providing funds for residential housing finance.
The FHLBs are required to provide funds for the resolution of insolvent
thrifts and to contribute funds for affordable housing programs. These
requirements could reduce the amount of dividends that the FHLBs pay to their
members and could also result in the FHLBs imposing a higher rate of interest on
advances to their members.
Federal Reserve System
The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily NOW and regular checking accounts). The regulations generally provide
that reserves be maintained against aggregate transaction accounts as follows:
for accounts aggregating $46.5 million or less (subject to adjustment by the
Federal Reserve Board) the reserve requirement is 3%; and for accounts
aggregating greater than $46.5 million, the reserve requirement is $1.395
million plus 10% (subject to adjustment by the Federal Reserve Board between 8%
and 14%) against that portion of total transaction accounts in excess of $46.5
million. The first $4.9 million of otherwise reservable balances (subject to
adjustments by the Federal Reserve Board) are exempted from the reserve
requirements. The Association complies with the foregoing requirements.
FEDERAL AND STATE TAXATION
Federal Taxation
General. The Corporation and the Association report their income on a
fiscal year, consolidated basis and the accrual method of accounting, and are
subject to federal income taxation in the same manner as other corporations with
some exceptions, including particularly The Association's reserve for bad debts
discussed below. The following discussion of tax matters is intended only as a
summary and does not purport to be a comprehensive description of the tax rules
applicable to the Corporation or the Association. For its 2000 taxable year, the
Corporation is subject to a maximum federal income tax rate of 34%.
Bad Debt Reserves. For fiscal years beginning prior to December 31,
1996, thrift institutions which qualified under certain definitional tests and
other conditions of the Code were permitted to use certain favorable provisions
to calculate their deductions from taxable income for annual additions to their
bad debt reserve. A reserve could be established for bad debts on qualifying
real property loans (generally secured by interests in real property improved or
to be improved) under the percentage of taxable income method or the experience
method. The reserve for nonqualifying loans was computed using the experience
method.
Congress repealed the reserve method of accounting for bad debts for
tax years beginning after 1995 and required savings institutions to recapture
(i.e., take into income) certain portions of their accumulated bad debt
reserves. Thrift institutions eligible to be treated as "small banks" (assets of
$500 million or less) are allowed to use the experience method applicable to
such institutions, while thrift institutions that are treated as large banks
(assets exceeding $500 million) are required to use only the specific charge-off
method. Thus, the percentage of taxable income method of accounting for bad
debts is no longer available for any financial institution.
Distributions. If the Association makes "non-dividend distributions" to
the Corporation, such distributions will be considered to have been made from
the Association's unrecaptured tax bad debt reserves (including the balance of
its reserves as of December 31, 1987) to the extent thereof, and then from the
Association's supplemental reserve for losses on loans, to the extent thereof,
and an amount based on the amount distributed (but not in excess of the amount
of such reserves) will be included in the Association's income. Non-dividend
distributions include distributions in excess of the Association's current and
accumulated earnings and profits, as calculated for federal income tax purposes,
23
<PAGE>
distributions in redemption of stock, and distributions in partial or complete
liquidation. Dividends paid out of the Association's current or accumulated
earnings and profits will not be so included in its income.
The amount of additional taxable income triggered by a non-dividend is
an amount that, when reduced by the tax attributable to the income, is equal to
the amount of the distribution. Thus, if the Association makes a non-dividend
distribution to the Corporation, approximately one and one-half times the amount
of such distribution (but not in excess of the amount of such reserves) would be
includable in income for federal income tax purposes, assuming a 34% federal
corporate income tax rate. The Association does not intend to pay dividends that
would result in a recapture of any portion of its bad debt reserves.
State Taxation
Missouri imposes an 7% franchise tax based on a financial institution's
adjusted gross income as defined by statute. In computing adjusted gross income,
deductions for municipal interest, U.S. Government interest, the bad debt
deduction computed using the reserve method and pre-1990 net operating losses
are disallowed. The Association's state franchise tax returns have not been
audited for the past five tax years.
Personnel
As of September 30, 2000, the Corporation had 27 full-time and 4
part-time employees. The employees are not represented by a collective
bargaining unit and the Corporation believes its relationship with its employees
to be good.
Item 2. Description of Properties
The Association has two offices, both of which are owned by the
Association. The Association's main office is located at 111 East Main Street,
Neosho, Missouri 64850. The office was opened in 1963 and the square footage is
approximately 6,840 feet. At September 30, 2000, the net book value of the
property (including land and building) was $419,000. The Association has one
branch office, which is located at 713 Neosho Boulevard, Neosho, Missouri 64850.
The branch office was opened in 1986 and the square footage is approximately
2,922 feet. At September 30, 2000, the net book value of the property was
$180,000. The net book value of the Association's fixtures, furniture and
equipment at September 30, 2000 was $111,000. Crawford Mortgage has furniture,
fixtures and equipment with a net book value of $50,000 at September 30, 2000.
The Corporation owns a building lot with a book value of $303,000 at September
30, 2000.
Item 3. Legal Proceedings
Periodically, there have been various claims and lawsuits involving the
Association, such as claims to enforce liens, condemnation proceedings on
properties in which the Association holds security interests, claims involving
the making and servicing of real property loans and other issues incident to the
Association's business. Neither the Corporation nor the Association is a party
to any pending legal proceedings that it believes would have a material adverse
effect on the financial condition or operations of the Corporation or the
Association.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended September 30, 2000.
24
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information contained in the section captioned "Common Stock
Information" in the Annual Report is incorporated herein by reference.
Item 6. Management's Discussion and Analysis or Plan of Operation
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.
Item 7. Financial Statements
Independent Auditors Report* (a) Consolidated Statements of Financial
Condition as of September 30, 1999 and 2000 (b) Consolidated
Statements of Income for the Years Ended September 30, 1998, 1999 and
2000 (c) Consolidated Statements of Stockholders' Equity For the Years
Ended September 30, 1998, 1999 and 2000
(d) Consolidated Statements of Cash Flows For the Years Ended
September 30, 1998, 1999 and 2000
(e) Notes to Consolidated Financial Statements
* Contained in the Annual Report filed as an exhibit hereto and
incorporated herein by reference. All schedules have been omitted as
the required information is either inapplicable or contained in the
Consolidated Financial Statements or related Notes contained in the
Annual Report.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
No disagreement with the Corporation's independent accountants on
accounting and financial disclosure has occurred during the two most recent
fiscal years.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The information contained under the section captioned "Proposal 1 --
Election of Directors" in the Proxy Statement is incorporated herein by
reference.
The following table sets forth certain information with respect to the
executive officers of the Corporation and the Association. Each of the executive
officers holds the same position with the Corporation and the Association.
Age at
September 30,
Name 2000 Position
---- ---- --------
George A. Henry 77 Chairman of the Board
C.R. "Rick" Butler 53 President and Director
Dorothy A. LaDue 61 Senior Vice President and Secretary
Carol A. Guest 54 Treasurer
The following is a description of the principal occupation and
employment of the executive officers of the Corporation and the Association
during at least the past five years:
25
<PAGE>
George A. Henry served as a judge on the Newton County Circuit Court
for 14 years until his retirement in 1990. Judge Henry has served as a director
of the Association since 1964 and was elected Chairman of the Board in 1990. He
currently serves on the Newton Country Library Board and is a past member of the
Administrative Council of the Neosho United Methodist Church.
C. R. "Rick" Butler is President of the Corporation and the
Association. Mr. Butler joined the Association in August 1982 as the managing
officer and director. He currently serves on the Board of Trustees of Crowder
College, is a board member of the Neosho United Fund and the Neosho Area
Business Industrial Development Foundation, and is a member of the Economic
Development Committee of the Neosho Area Chamber of Commerce. Mr. Butler also
serves as a Director of District 2 of the Missouri League of Financial
Institutions.
Dorothy A. LaDue is Senior Vice President and Secretary of the
Corporation and the Association. Mrs. LaDue joined the Association in 1974 and
has worked in all areas of operations. She is an active member of the Neosho
Area Chamber of Commerce serving on numerous Chamber committees.
Carol A. Guest is Treasurer of the Corporation and the Association.
Mrs. Guest, a Certified Public Accountant, joined the Association in 1990 and is
the officer in charge of the Association's accounting department.
Item 10. Executive Compensation
The information contained under the section captioned "Proposal 1 --
Election of Directors" in the Proxy Statement is incorporated herein by
reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by
reference to the section captioned "Stock Ownership" of the Proxy
Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by
reference to the sections captioned and "Stock Ownership" and
"Proposal 1 -- Election of Directors" of the Proxy Statement.
(c) Changes in Control
The Corporation is not aware of any arrangements, including any
pledge by any person of securities of the Corporation, the
operation of which may at a subsequent date result in a change in
control of the Corporation.
Item 12. Certain Relationships and Related Transactions
The information required by this item is incorporated herein by
reference to the section captioned "Transactions with Management."
26
<PAGE>
Item 13. Exhibits, List and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation of NS&L Bancorp, Inc.
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(33-89836))
3.2 Bylaws of NS&L Bancorp, Inc. (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (33-89836))
10.1 Employment Agreement with C.R. Butler (incorporated by
reference to the registrant's Annual Report on Form 10-KSB
for the year ended September 30, 1995)
10.2 NS&L Bancorp, Inc. 1995 Stock Option Plan (incorporated by
reference to Exhibit A to the Registrant's Proxy Statement
for the 1996 Annual Meeting of Stockholders)
10.3 NS&L Bancorp, Inc. Management Recognition and Development
Plan (incorporated by reference to Exhibit B to the
Registrant's Proxy Statement for the 1996 Annual Meeting
of Stockholders)
13 Annual Report to Stockholders
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
27 Financial Data Schedule
(b) Report on Form 8-K
No Forms 8-K were filed during the quarter ended September 30,
2000.
27
<PAGE>
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.
NS&L BANCORP, INC.
Date: December 29, 2000 By: /s/ C.R. Butler
--------------------------------------
C.R. Butler
President and Chief Executive Officer
(Duly Authorized Representative)
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.
By: /s/ C.R.Butler December 29, 2000
-----------------------------------------------
C.R. Butler
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Carol A. Guest December 29, 2000
-----------------------------------------------
Carol A. Guest
Treasurer
(Principal Financial and Accounting Officer)
By: /s/ George A. Henry December 29, 2000
-----------------------------------------------
George A. Henry
Chairman of the Board and Director
By: /s/ John C. Genisio December 29, 2000
-----------------------------------------------
John C. Genisio
Director
By: /s/ Ralph J. Hass December 29, 2000
-----------------------------------------------
Ralph J. Haas
Director
By: /s/ Robert J. Johnson December 29, 2000
-----------------------------------------------
Robert J. Johnson
Director
By: /s/ John D. Mills December 29, 2000
-----------------------------------------------
John D. Mills
Director
<PAGE>
By: /s/ Larry Neff December 29, 2000
-----------------------------------------------
Larry Neff
Director
