SOUTHERN BANC CO INC
10QSB, 2000-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                         Commission File Number: 1-13964

                         The Southern Banc Company, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


        Delaware                                            63-1146351
  --------------------                                 -------------------
(State of incorporation)                                (I.R.S. Employer
                                                       Identification No.)


      221 S. 6th Street, Gadsden, Alabama                    35901-4102
   ----------------------------------------               ------------------
   (Address of principal executive offices)                  (Zip Code)


         Issuer's telephone number, including area code: (256) 543-3860

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

As of March 31, 2000,  there were 1,008,498  shares of the  registrant's  Common
Stock, par value $0.01 per share, issued and outstanding.

     Transitional small business disclosure format (check one): Yes ___ No X

<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                         THE SOUTHERN BANC COMPANY, INC.
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                          (Dollar Amounts in Thousands)

                                                          March 31,    June 30,
                                                            2000         1999
                                                            ----         ----
ASSETS

CASH AND CASH EQUIVALENTS                                  $  6,160    $  8,681
SECURITIES AVAILABLE FOR SALE, at fair value                 25,623      21,350
SECURITIES HELD TO MATURITY, at amortized cost,
    fair value of $23,341 and $23,646, respectively          23,612      23,707
LOANS RECEIVABLE, net                                        41,014      42,109
PREMISES AND EQUIPMENT, net                                     462         258
ACCRUED INTEREST AND DIVIDENDS RECEIVABLE                       662         588
PREPAID EXPENSES AND OTHER ASSETS                               421         182

                                                           --------    --------
TOTAL ASSETS                                               $ 97,954    $ 96,875
                                                           ========    ========
LIABILITIES

DEPOSITS                                                   $ 81,251    $ 79,734
OTHER LIABILITIES                                               486         496
                                                           --------    --------
TOTAL LIABILITIES                                            81,737      80,230

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, par value $.01 per share
  500,000 shares authorized, shares issued
  and outstanding-- none                                          0           0
Common stock, par value $.01 per share,
  3,500,000 authorized, 1,454,750 shares issued                  15          15
Treasury stock, at cost, 446,252 and 421,252 shares,
    respectively                                             (5,624)     (4,991)
Additional paid-in capital                                   13,687      13,684
Unearned ESOP compensation                                   (1,349)     (1,532)
Retained earnings                                             9,912       9,684
Accumulated other comprehensive income (loss)                  (424)       (215)
                                                           --------    --------
TOTAL STOCKHOLDERS' EQUITY                                   16,217      16,645
                                                           --------    --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 97,954    $ 96,875
                                                           ========    ========

The  accompanying  notes are an integral  part of these  condensed  consolidated
statements.

                                       2
<PAGE>
                         THE SOUTHERN BANC COMPANY, INC.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (Dollar Amounts in Thousands, except per share data)
<TABLE>
<CAPTION>
                                                              Three Months Ended  Nine Months Ended
                                                                  March 31,           March 31,
                                                              --------  --------  --------  --------
                                                                 2000     1999      2000      1999

INTEREST INCOME:
<S>                                                           <C>       <C>       <C>       <C>
  Interest and fees on loans                                  $    783  $    802  $  2,371  $  2,396
  Interest and dividends on securities available for sale          403       312     1,175       972
  Interest and dividends on securities held to maturity            453       548     1,346     1,740
  Other interest income                                            113        59       331       230
                                                              --------  --------  --------  --------
             Total interest income                               1,752     1,721     5,223     5,338

INTEREST EXPENSE:
  Interest on deposits and borrowings                            1,041       966     3,044     3,190
                                                              --------  --------  --------  --------
              Net interest income                                  711       755     2,179     2,148
  Provision for loan losses                                          0         0        17        27
                                                              --------  --------  --------  --------
              Net interest income after provision
                for loan losses                                    711       755     2,162     2,121
                                                              --------  --------  --------  --------
NON-INTEREST INCOME:
   Fees and other non-interest income                               28        35        86       143
                                                              --------  --------  --------  --------
NON-INTEREST EXPENSE:
  Salaries and employee benefits                                   321       353     1,045     1,109
  Office building and equipment expenses                            76        64       212       187
  Deposit insurance expense                                          4        13        28        39
  Other operating expense                                           83        92       268       283
                                                              --------  --------  --------  --------

           Total non-interest expense                              484       522     1,553     1,618
                                                              --------  --------  --------  --------
  Income before income taxes                                       255       268       695       646

PROVISION FOR INCOME TAXES                                          89        92       245       221
                                                              --------  --------  --------  --------
            Net Income                                        $    166  $    176  $    450  $    425
                                                              ========  ========  ========  ========

EARNINGS PER SHARE-BASIC                                      $   0.19  $   0.17  $   0.50  $   0.41
EARNINGS PER SHARE- DILUTED                                   $   0.19  $   0.17  $   0.49  $   0.39

DIVIDENDS DECLARED PER SHARE                                  $ 0.0875  $ 0.0875  $ 0.2625  $ 0.2625
</TABLE>
The  accompanying  notes are an integral  part of these  condensed  consolidated
statements.

                                       3
<PAGE>
                         THE SOUTHERN BANC COMPANY, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                            For The Nine Months Ended
                                                                                     March 31,
                                                                                 2000       1999
                                                                                 ----       ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>         <C>
   Net Income                                                                $      450  $      425
   Adjustments to reconcile net income to net cash
     provided by operating activities:
              Depreciation                                                           28          25
              Amortization (accretion), net                                         (16)        (10)
              Amortization of unearned compensation                                 186         302
              Provision for loan losses                                              17          27
              Change in assets and liabilities:
              (Increase) decrease in accrued interest &
                dividends receivable                                                (74)         56
              (Increase) in other assets                                           (239)       (135)
              Decrease in other liabilities                                         498         183
                                                                             ----------  ----------
                   Total adjustments                                                400         448
                                                                             ----------  ----------
                   Net cash provided by (used in) operating activities              850         873
                                                                             ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of securities available for sale                                    (8,484)    (13,298)
   Proceeds from maturities and principal payments on
       securities available for sale                                              3,888      14,663
   Purchases of securities held to maturity                                     (11,782)     (5,770)
   Proceeds from maturities and principal payments on
       securities held to maturity                                               11,557      10,918
   Net loan (originations) repayments                                             1,078        (629)
   Capital expenditures                                                            (232)        (19)
                                                                             ----------  ----------
                   Net cash provided by (used in) investing activities           (3,975)      5,865
                                                                             ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease) in deposits, net                                          1,517      (4,758)
    (Decrease) in advance payments by borrowers
        for taxes and insurance                                                      (3)        (14)
    Dividends paid                                                                 (226)       (264)
    Contributions to plan trusts                                                    (51)       (319)
    Purchase of treasury stock                                                     (633)       (804)
                                                                             ----------  ----------
                   Net cash provided by (used in) financing activities              604      (6,159)

    Net increase (decrease) in cash and cash equivalents                         (2,521)        579
                                                                             ----------  ----------
  CASH AND CASH EQUIVALENTS, beginning of period                                  8,681       6,422
                                                                             ----------  ----------
  CASH AND CASH EQUIVALENTS, end of period                                   $    6,160  $    7,001
                                                                             ==========  ==========
  SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
     Income taxes                                                            $      245  $      142
                                                                             ==========  ==========
      Interest                                                               $    4,072  $    3,190
                                                                             ==========  ==========
      Non-cash transactions:
      Change in unrealized net gain/ (loss)
        on securities available for sale,  net                               $     (209) $        3
                                                                             ==========  ==========
</TABLE>
                                       4
<PAGE>
                         THE SOUTHERN BANC COMPANY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial  statements as of
March 31, 2000 and June 30, 1999, and for the three and nine month periods ended
March 31, 2000 and 1999,  include the  accounts of the  Company,  the Bank,  and
First Service Corporation of Gadsden. All significant intercompany  transactions
and accounts have been eliminated in consolidation.

The condensed  consolidated  financial  statements  were prepared by the Company
without an audit,  but in the opinion of  management,  reflect  all  adjustments
necessary  for the fair  presentation  of  financial  position  and  results  of
operations  for the three and nine month  periods ended March 31, 2000 and 1999.
Results  of  operations  for the  current  interim  period  are not  necessarily
indicative of results expected for the entire fiscal year.

While  certain  information  and  footnote   disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted  pursuant to the rules and regulations
of  the  Securities  and  Exchange  Commission,  management  believes  that  the
disclosures   herein  are  adequate  to  make  the  information   presented  not
misleading.  These condensed consolidated financial statements should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the  Company's  Annual Report on Form 10-KSB for the year ended June
30, 1999. The accounting  policies  followed by the Company are set forth in the
summary of  significant  accounting  policies  in the  Company's  June 30,  1999
consolidated financial statements.

2.  RETIREMENT AND SAVINGS PLANS

Employee Stock Ownership Plan

The  Bank has an  employee  stock  ownership  plan  (the  "ESOP")  for  eligible
employees.  The ESOP purchased 116,380 shares of the Company's common stock with
the  proceeds  of a  $1,163,800  note  payable  from the Bank and secured by the
Common Stock owned by the ESOP.  Unearned  compensation for the ESOP was charged
to  stockholders'  equity and is reduced  ratably in connection  with  principal
payments under the terms of the plan.  Unearned  compensation  is amortized into
compensation  expense based on employee  services rendered in relation to shares
which are  committed to be  released.  At March 31,  2000,  the  Employee  Stock
Ownership Plan had 60,884 shares allocated and 51,808 shares unallocated.

Management Recognition Plan ("MRP")

The Bank's MRP provides for awards of common stock to directors  and officers of
the Bank.  A trust was formed for the purpose of  purchasing  shares of stock in
the open  market  for future  awards of stock  options  under the MRP Plan.  The
aggregate  fair market value of the shares  purchased  by the MRP is  considered
unearned compensation at the time of purchase and compensation is earned ratably
over the stipulated vesting period.  Unearned compensation related to the MRP is
shown as a reduction to shareholders'  equity in the  accompanying  consolidated
statements of condition. The Plan held 29,404 shares at March 31, 2000.

Stock Option and Incentive Plan

The Company has a stockholder  approved  Option and Incentive  Plan (the "Option
Plan").  The Option  Plan  provides  for the grant of  incentive  stock  options
(ISO's) to employees and non-incentive stock options (non-ISO's) to non-employee
directors.  The exercise  price is based on the market price of the common stock
on the date of grant. A trust was formed for the purpose of purchasing shares of
stock in the open market for issuance  upon future  exercises  of stock  options
under the Option Plan. The Plan held 51,308 shares at March 31, 2000.

                                       5
<PAGE>

3.  EARNINGS PER SHARE

Basic  earnings  per share were  computed by dividing net income by the weighted
average number of shares of common stock  outstanding  during the three and nine
month periods ended March 31, 2000 and 1999. Common stock  outstanding  consists
of issued shares less treasury stock,  unallocated ESOP shares, and shares owned
by the MRP and Stock  Option plan  trusts.  Diluted  earnings  per share for the
three and nine month  periods  ended March 31, 2000 and 1999,  were  computed by
dividing net income by the weighted average number of shares of common stock and
the dilutive  effects of the shares  awarded  under the MRP and the Stock Option
plans,  based on the treasury stock method using an average fair market value of
the stock during the respective periods.

For the  three  and  nine  month  periods  ended  March  31,  2000,  there  were
approximately  123,000  shares under option that were excluded from the earnings
per share calculation  because these shares would have been  anti-dilutive.  The
following table represents the earnings per share calculations for the three and
six month periods ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
For the Three Months Ended                                   Net                                Earnings
March 31, 2000                                             Income             Shares           Per Share
- --------------                                          -------------      ------------      -------------
<S>                                                     <C>                    <C>             <C>
Basic earnings per share:
     Income available to common shareholders            $     166,000          881,239         $   0.19
                                                                                               --------
Dilutive Securities:
     Management recognition plan shares                                         16,309
      Stock option plan shares                                                     ---
                                                        -------------      -----------
Dilutive earnings per share:
      Income available to common shareholders
        plus assumed conversions                        $     166,000          897,548         $   0.19
                                                        -------------      -----------         --------

For the Three Months Ended
March 31, 1999
- --------------

Basic earnings per share:
     Income available to common shareholders            $     176,000        1,019,512         $   0.17
                                                                                               --------
Dilutive Securities:
     Management recognition plan shares                                         24,449
      Stock option plan shares                                                   1,904
                                                        -------------      -----------
Dilutive earnings per share:
      Income available to common shareholders
        plus assumed conversions                        $     176,000        1,045,865         $   0.17
                                                        -------------      -----------         --------
</TABLE>
                                       6
<PAGE>
<TABLE>
<CAPTION>
For the Nine Months Ended                                   Net                                Earnings
March 31, 2000                                             Income             Shares           Per Share
- --------------                                          -------------      ------------      -------------
<S>                                                     <C>                    <C>             <C>
Basic earnings per share:
     Income available to common shareholders            $     450,000          896,100         $   0.50
                                                                                               --------
Dilutive Securities:
     Management recognition plan shares                                         16,309
      Stock option plan shares                                                     ---
                                                        -------------      -----------
Dilutive earnings per share:
      Income available to common shareholders
        plus assumed conversions                        $     450,000          912,409         $   0.49
                                                        -------------      -----------         --------

For the Nine Months Ended
March 31, 1999
- --------------

Basic earnings per share:
     Income available to common shareholders            $     425,000        1,045,071         $   0.41
                                                                                               --------
Dilutive Securities:
     Management recognition plan shares                                         24,449
      Stock option plan shares                                                  12,386
                                                        -------------      -----------
Dilutive earnings per share:
      Income available to common shareholders
        plus assumed conversions                        $     425,000        1,081,907         $   0.39
                                                        -------------      -----------         --------
</TABLE>
4.  COMPREHENSIVE INCOME

The  Company  has  classified  certain  securities  as  available  for  sale  in
accordance with Financial  Accounting Standards Board Statement No. 115. For the
nine  month  period  ended  March  31,  2000  the net  unrealized  loss on these
securities increased by approximately  $424,000. For the nine month period ended
March 31, 1999 the net unrealized gain on these securities  increased by $3,000.
Pursuant to Statement No.115,  any unrealized gain or loss activity of available
for sale  securities is to be recorded as an adjustment to a separate  component
of shareholders'  equity,  net of income tax effect.  Accordingly,  for the nine
month  periods  ended  March  31,  2000  and  1999,  the  Company  recognized  a
corresponding adjustment in the accumulated other comprehensive income component
of equity.

Since comprehensive  income is a measure of all nonowner changes in equity of an
enterprise  that  result  from  transactions  and other  economic  events of the
period,  this  change in  unrealized  gain/loss  serves to  increase or decrease
comprehensive  income. The following table represents  comprehensive  income for
the nine month periods ended March 31, 2000 and 1999:

                                                           Nine Months
                                                              Ended
                                                            March 31,
                                                            ---------
                                                       2000            1999
                                                       -----           ----

Net income                                         $      450       $    425
Other comprehensive income (loss), net of tax:
      Unrealized gain (loss) on securities               (209)             3
                                                   ----------       --------
Comprehensive income (loss)                        $      241       $    428
                                                   ==========       ========

                                       7
<PAGE>
5.  PENDING ACCOUNTING PRONOUNCEMENTS

The AICPA has issued  Statements of Position 98-1,  "Accounting for the Costs of
Computer  Software  Developed  or Obtained  for Internal  Use".  This  statement
requires  capitalization  of external  direct costs of materials  and  services;
payroll  and  payroll-related  costs  for  employees  directly  associated;  and
interests  cost  during  development  of  computer  software  for  internal  use
(planning and preliminary costs should be expensed).  Also, capitalized costs of
computer software  developed or obtained for internal use should be amortized on
a  straight-line  basis unless  another  systematic  and rational  basis is more
representative of the software's use.

This statement is effective for financial  statements for fiscal years beginning
after December 15, 1998  (prospectively)  and is not expected to have a material
effect on the consolidated financial statements.

                                       8
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Southern Banc Company, Inc. (the "Company") was incorporated in the State of
Delaware in May 1995 for the purpose of becoming a holding company to own all of
the outstanding  capital stock of The Southern Bank Company  ("Bank"),  formerly
the First Federal Savings & Loan Association of Gadsden.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2000 AND JUNE 30, 1999.

Total assets increased approximately $1.1 million or 1.11% from $96.9 million at
June 30, 1999 to $98.0 million at March 31, 2000.  During the period ended March
31, 2000, net loans decreased  approximately  $1.1 million or 2.60%,  securities
available for sale increased approximately $4.3 million or 20.01% and securities
held to maturity decreased approximately $95,000 or 0.40%.

Cash and cash equivalents  decreased  approximately  $2.5 million or 29.04% from
$8.7 million to $6.2  million at March 31,  2000.  The decrease in cash and cash
equivalents was primarily  attributable  to an increase in securities  available
for sale.

During the period ended March 31,  2000,  premises  and  equipment  increased by
approximately  $204,000  or  79.07%.  The  increase  was  primarily  due  to the
acquisition of a new branch facility for the Bank's Guntersville location.

Accrued interest and dividends  receivable  increased  approximately  $74,000 or
12.59% from  $588,000 at June 30,  1999 to $662,000 at March 31,  2000.  Prepaid
expenses  and other  assets  increased  approximately  $239,000 or 131.32%  from
$182,000  at June 30,  1999 to $421,000 at March 31,  2000.  This  increase  was
primarily attributable to an increase in deferred tax relating to an increase in
unrealized  gain on  securities  available for sale and prepaid  federal  income
taxes.

Total deposits increased  approximately $1.6 million or 2.01% from $79.7 million
at June 30, 1999 to $81.3 million at March 31, 2000.  Other  liabilities  during
the period ended March 31, 2000  decreased  approximately  $10,000 or 2.02% from
$496,000 at June 30, 1999 to $486,000 at March 31, 2000.

Total equity  decreased  approximately  $428,000 or 2.57% from $16.6  million at
June 30, 1999 to $16.2  million at March 31,  2000.  This  change was  primarily
attributable to an increase in retained  earnings,  additional  paid-in capital,
and  amortization  of  unearned  compensation,  offset in part by the payment of
common stock dividends and treasury stock purchases. Treasury stock at March 31,
2000 was $5.6 million.

COMPARISON  OF RESULTS OF  OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED MARCH
31, 2000 AND 1999.

The Company reported net income for the three and nine month periods ended March
31, 2000 of $166,000 and $450,000,  respectively. Net income for the three month
period decreased  approximately $10,000 or 5.68% from $176,000 at March 31, 1999
to $166,000 at March 31, 2000. For the nine month period,  net income  increased
approximately  $25,000 or 5.88% from  $425,000  at March 31, 1999 to $450,000 at
March 31, 2000.

Total Interest Income.  For the nine months ended March 31, 2000, total interest
income  decreased  by  approximately  $115,000 or 2.15%.  The  decrease in total
interest  income was  primarily  attributable  to a  decrease  in  interest  and
dividends  on  securities  held to maturity  partially  offset by  increases  in
interest and dividends on securities  available for sale and interest  income on
time deposits at the Federal Home Loan Bank.

Net Interest  Income.  Net interest  income for the three months ended March 31,
2000 decreased  $44,000 or 5.83%.  For the nine months ended March 31, 2000, net
interest income increased $31,000 or 1.44%.

                                       9
<PAGE>

Provision for Loan Losses.  For the nine months ended March 31, 2000,  provision
for loan  losses  decreased  approximately  $10,000 or 37.04% as compared to the
nine month period ended March 31, 1999.  The  allowance for loan losses is based
on  management's  evaluation of possible loan losses inherent in the Bank's loan
portfolio.  Management  considers,  among other factors,  past loss  experience,
current  economic  conditions,  volume,  growth  and  composition  of  the  loan
portfolio,  and other relevant factors. There were no provisions for loan losses
during each of the three month periods ended March 31, 2000 and March 31, 1999.

Non-interest  Income.  Non-interest  income  decreased  approximately  $7,000 or
20.00% from  $35,000 to $28,000 for the three month  period ended March 31, 2000
compared to the three month  period  ended  March 31,  1999.  For the nine month
period ended March 31, 2000 non-interest income decreased  approximately $57,000
or 39.86% from $143,000 to $86,000.  The decrease in non-interest income for the
three and nine  months  ended March 31, 2000 was  primarily  attributable  to an
decrease in prepayment  penalties and mortgage loan origination fees. During the
nine month period ended March 31, 1999,  the Bank recorded  gains on the sale of
securities of  approximately  $33,000.  There were no gains recorded  during the
nine month period ended March 31, 2000.

Non-interest  Expense.  Non-interest expense decreased  approximately $38,000 or
7.28% for the  three  month  period  ended  March 31,  2000,  from  $522,000  to
$484,000.  For the nine month period ended March 31, 2000,  non-interest expense
decreased  approximately  $65,000  or  4.02%.  Salaries  and  employee  benefits
decreased  approximately $32,000 or 9.07% for the three month period ended March
31, 2000 compared with the three month period ended March 31, 1999. For the nine
month period ended March 31, 2000, salaries and benefits decreased approximately
$64,000 or 5.77%  compared with the nine month period ended March 31, 1999.  The
decrease for the three and nine month period ended March 31, 2000 was  primarily
attributable  to a decrease  in salary and benefit  expenses  related to certain
employee benefit plans.  Other operating  expenses  decreased by $9,000 or 9.78%
and $15,000 or 5.30% for the three and nine month  periods  ended March 31, 2000
and 1999, respectively.

Provision  for Income  Taxes.  For the three month  period ended March 31, 2000,
provision for income tax expense  decreased  approximately  $3,000 or 3.26%. For
the nine month  period ended March 31,  2000,  provision  for income tax expense
increased  approximately  $24,000 or 10.86%.  For the three month  period  ended
March 31, 2000,  income before income taxes decreased  approximately  $13,000 or
4.85% as compared to the three month period  ended March 31, 1999.  For the nine
month  period  ended  March 31,  2000,  income  before  income  taxes  increased
approximately $49,000 or 7.59% compared to the nine month period ended March 31,
1999.

Liquidity and Capital Resources.  As a holding company, the Company conducts its
business  through  its  subsidiary,  the Bank.  The Bank is required to maintain
minimum  levels of liquid  assets as  defined  by  regulations  of the Office of
Thrift Supervision.  This requirement,  which varies from time to time depending
upon  economic  conditions  and deposit  flows,  is based upon a  percentage  of
deposits and short-term  borrowings.  The required ratio  currently is 4.0%. The
Bank's average liquidity ratio well exceeded the required maximums at and during
the three and nine month  periods  ended March 31,  2000.  The Bank  adjusts its
liquidity levels in order to meet funding needs of deposit  outflows,  repayment
of  borrowings  and  loan  commitments.  The  Bank  also  adjusts  liquidity  as
appropriate to meet its asset and liability management objectives.

The  Bank's  primary  sources  of funds  are  deposits,  payment  of  loans  and
mortgage-backed  securities,  maturities  of  investment  securities  and  other
investments.  While scheduled principal  repayments on loans and mortgage-backed
securities are a relatively  predictable source of funds, deposit flows and loan
prepayments  are  greatly   influenced  by  general  interest  rates,   economic
conditions,  and  competition.  The Bank invests in short-term  interest-earning
assets which provide liquidity to meet lending requirements.

The Bank is required to maintain certain levels of regulatory  capital. At March
31, 2000, the Bank exceeded all minimum regulatory capital requirements.

                                       10
<PAGE>
MARKET AREA

The Bank  considers its primary  market area to consist of Etowah,  Cherokee and
Marshall Counties in which the Bank has its four offices. The City of Gadsden in
which the Bank's main office is located is in Etowah  County,  approximately  65
miles northeast of Birmingham,  Alabama.  Based upon the 1990 population census,
the  combined   population  of  Etowah,   Cherokee  and  Marshall  Counties  was
approximately 100,000.

The economy in the Bank's  market area includes a mixture of  manufacturing  and
agriculture.  According to the Alabama Department of Industrial  Relations,  the
unemployment rates for June 1999 in Etowah,  Cherokee and Marshall Counties were
6.7%, 4.8% and 6.5%, respectively, as compared to 4.5% for the state of Alabama.

FORWARD-LOOKING STATEMENTS

Management's discussion and analysis includes certain forward-looking statements
addressing,  among other  things,  the Company's  prospects for earnings,  asset
growth and net interest margin.  Forward-looking  statements are accompanied by,
and  identified  with,  such  terms  as  "anticipates,"  "believes,"  "expects,"
"intends,"  and similar  phrases.  Management's  expectations  for the Company's
future involve a number of assumptions  and estimates.  Factors that could cause
actual  results  to  differ  from the  expectations  expressed  herein  include:
substantial  changes in interest  rates,  and  changes in the  general  economy;
changes in the Bank's strategies for credit-risk management,  interest-rate risk
management  and  investment   activities.   Accordingly,   any   forward-looking
statements  included herein do not purport to be predictions of future events or
circumstances and may not be realized.

                                       11
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         From time to time, the Company and any  subsidiaries  may be a party to
         various legal proceedings  incident to its or their business.  At March
         31, 2000,  there were no legal  proceedings to which the Company or any
         subsidiary was a party,  or to which any of their property was subject,
         which were expected by management to result in a material loss.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         On April 20, 2000, The Southern Banc Company, Inc. announced a dividend
         in the  amount  of  $.0875  per  share  on or about  June  12,  2000 to
         stockholders of record at the close of business on May 12, 2000.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits
                  Exhibit 27 - Financial Data Schedule (SEC use only)

(b)      Reports on Form 8-K

                 None

                                       12
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  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.

                                 THE SOUTHERN BANC COMPANY



Date:  May 15, 2000              By: /s/ James B. Little, Jr.
                                     -------------------------------------------
                                     James B.  Little, Jr.
                                     (Principal Executive and Financial Officer)


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