FORM 10-Q 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 Quarter ended June 30, 1999 Commission file number 2-80339 FARMERS NATIONAL BANC CORP. (Exact name of registrant as specified in its charter) OHIO 34-1371693 (State or other jurisdiction of (I.R.S. Employer Identification No) incorporation or organization) 20 South Broad Street Canfield, OH 44406 44406 (Address of principal executive offices) (Zip Code) (330) 533-3341 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 1999 Common Stock, No Par Value 3,695,797 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements Page Included in Part I of this report: Farmers National Banc Corp. and Subsidiary 	Consolidated Balance Sheets				1 	Consolidated Statements of Income and Comprehensive 	Income							2 	Consolidated Statements of Cash Flows			3 Notes to Consolidated Financial Statements			4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-10 PART II - OTHER INFORMATION Other Information and Signatures 10-12 CONSOLIDATED BALANCE SHEETS FARMERS NATIONAL BANC CORP. AND SUBSIDIARY June 30, December 31, 1999 1998 (In Thousands of Dollars ASSETS Cash & due from banks $13,096 $16,686 Federal funds sold 225 5,994 TOTAL CASH AND CASH EQUIVALENTS 13,321 22,680 Securities available for sale 80,430 81,664 Other securities 2,760 2,655 Loans 304,106 286,802 Less allowance for credit losses 3,877 3,689 NET LOANS 300,229 283,113 Premises and equipment, net 7,992 7,785 Other assets 3,676 3,724 $408,408 $401,621 LIABILITIES AND STOCKHOLDERS EQUITY Deposits (all domestic): Noninterest-bearing $28,503 $29,380 Interest-bearing 289,971 292,138 TOTAL DEPOSITS 318,474 321,518 U. S. Treasury interest-bearing demand note 771 72 Securities sold under repurchase agreements 24,448 24,473 Short-term borrowings 6,216 3,647 Long-term borrowings 7,237 1,696 Other liabilities and deferred credits 2,026 2,941 TOTAL LIABILITIES 359,172 354,347 Stockholders Equity: Common Stock - Authorized 12,500,000 shares in 1999 and 5,000,000 in 1998; issued and outstanding 3,695,797 in 1999 and 3,657,288 in 1998 33,313 31,661 Retained earnings 16,524 15,337 Treasury stock, at cost; 2,500 shares (91) 0 Accumulated other comprehensive income (510) 276 TOTAL STOCKHOLDERS EQUITY 49,236 47,274 $408,408 $401,621 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FARMERS NATIONAL BANC CORP. AND SUBSIDIARY For the Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 1999 1998 1999 1998 (In Thousands except Per Share Data) INTEREST INCOME Interest and fees on loans $6,294 $6,140 $12,358 $12,069 Interest and dividends on securities: Taxable interest 917 888 1,890 1,779 Nontaxable interest 183 137 339 265 Dividends 41 29 82 58 Interest on federal funds sold 89 86 154 168 TOTAL INTEREST INCOME 7,524 7,280 14,823 14,339 INTEREST EXPENSE Deposits 2,666 2,867 5,349 5,787 Borrowings 385 268 735 502 TOTAL INTEREST EXPENSE 3,051 3,135 6,084 6,289 NET INTEREST INCOME 4,473 4,145 8,739 8,050 Provision for credit losses 210 210 420 420 NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 4,263 3,935 8,319 7,630 OTHER INCOME Service charges on deposit accounts 283 295 563 581 Investment security gains 0 0 3 5 Other operating income 120 128 237 256 TOTAL OTHER INCOME 403 423 803 842 OTHER EXPENSES Salaries and employee benefits 1,413 1,284 2,789 2,565 Net occupancy expense of premises 143 142 287 282 Furniture and equipment expense, including depreciation 159 126 312 267 Intangible and other taxes 149 145 297 298 Other operating expenses 821 756 1,610 1,474 TOTAL OTHER EXPENSES 2,685 2,453 5,295 4,886 INCOME BEFORE FEDERAL INCOME TAXES 1,981 1,905 3,827 3,586 FEDERAL INCOME TAXES 624 612 1,210 1,151 NET INCOME $1,357 $1,293 $2,617 $2,435 OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized losses on securities (576) (135) (786) (139) COMPREHENSIVE INCOME $781 $1,158 $1,831 $2,296 * NET INCOME PER SHARE $0.37 $0.36 $0.71 $0.68 <FN> *Adjusted to reflect weighted average shares outstanding and 2% stock dividend, without audit and before adjustments. </FN> CONSOLIDATED STATEMENTS OF CASH FLOWS FARMERS NATIONAL BANC CORP. AND SUBSIDIARY Six Months Ended June 30, June 30, 1999 1998 (In Thousands of Dollars) CASH FLOW FROM OPERATING ACTIVITIES Interest received $15,691 $14,782 Fees and commissions received 790 828 Interest paid (6,137) (6,358) Cash paid to suppliers and employees (5,323) (4,219) Income taxes paid (1,244) (1,103) NET CASH PROVIDED BY OPERATING ACTIVITIES 3,777 3,930 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment securities available for sale 11,850 8,927 Proceeds from sales of investment securities available for sale 138 1,023 Purchases of other securities and securities available for sale (12,460) (13,468) Net increase in loans made to customers (18,915) (23,130) Purchases of premises and equipment (461) (327) NET CASH USED IN INVESTING ACTIVITIES (19,848) (26,975) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in demand deposits, NOW accounts and savings accounts 3,999 5,240 Net decrease in time deposits (5,314) (3,491) Net increase in Federal Home Loan Bank borrowings 2,510 15,016 Net increase in federal funds purchased 5,600 3,100 Purchase of Treasury Stock (91) 0 Dividends paid (1,644) (1,954) Proceeds from sale of common stock 1,652 1,846 NET CASH PROVIDED BY FINANCING ACTIVITIES 6,712 19,757 NET DECREASE IN CASH AND CASH EQUIVALENTS (9,359) (3,288) CASH AND CASH EQUIVALENTS Beginning of period 22,680 19,182 End of period $13,321 $15,894 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATIONS Net income $2,617 $2,435 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 230 206 Amortization and accretion 904 681 Provision for credit losses 420 420 Gain on sale of investment securities (3) (5) Decrease (increase) in prepaid expenses (434) 298 Other 43 (105) NET CASH PROVIDED BY OPERATING ACTIVITIES $3,777 $3,930 FARMERS NATIONAL BANC CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Management Representation: The financial statements for June 30, 1999 and 1998 have been prepared by management without audit and, therefore, have not been certified by our Independent Certified Public Accountants. In the opinion of the management of the registrant, the accompanying consolidated financial statements for the six month period ending June 30, 1999 and 1998 include all adjustments, consisting of only normal recurring adjustments necessary for a fair statement of the results for the periods. Stockholders Equity Six Months Ended June 30, 1999 (In Thousands of Dollars) Common Stock Balance 1/1/99 $31,661 41,009 shares sold 1,652 Balance 6/30/99 33,313 Retained Earnings Balance 1/1/99 15,337 Net Income 2,617 Dividends Declared: $.39 Cash dividends on common stock (1,430) Balance 6/30/99 16,524 Treasury Stock, At Cost Balance 1/1/99 0 Shares Purchased (91) Balance 6/30/99 (91) Accumulated Other Comprehensive Income Balance 1/1/99 276 Net change in unrealized depreciation on debt securities, net of income taxes (786) Balance 6/30/99 (510) Total Stockholders Equity at 6/30/99 $49,236 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following financial review presents an analysis of the assets and liability structure of the Corporation and a discussion of the results of operations for each of the periods presented in this quarterly report, liquidity, capital and credit quality. Certain statements in this report that relate to Farmers National Banc Corp.'s plans, objectives, or future performance may be deemed to be forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of various risks and uncertainties. Results of Operations The Corporation's net income for the first six months of 1999 was $2.617 million, or $.71 per share, which is a 7.47% increase compared with the $2.435 million, or $.68 per share earned during the same period last year. Return on average assets and return on average equity for the first six months of 1999 were 1.30% and 10.91% respectively, compared to 1.31% and 11.33% for the same period in 1998. The increase in net income for the first six months of 1999 was primarily the result of an increase in net interest income. The Corporation's net interest income increased $689 thousand, or 8.56% from $8.050 million for 1998 to $8.739 million for the same period in 1999. Interest income on loans and investment securities is up 3.38% compared to the first six months of last year. Some of this increase is a result of the growth in loans outstanding. Increasing demand in the Corporation's commercial real estate and installment loan products has increased average balances in the total loan portfolio by 5.10%. This growth has contributed to the increase in loan income of $289 thousand or 2.39%. Funds not used for loan growth have been used to purchase investment securities. The Corporation's average balance of securities available for sale has increased 16.99% from June, 1998 to June, 1999. This growth has increased income on securities by $195 thousand or 8.59%, comparing the first six months of 1999 to the first six months of 1998. Interest expense on deposits and borrowings is 3.26% lower for the first six months of 1999 compared to the first six months of 1998. This cost savings is the result of an overall decrease in the rates paid on interest-bearing liabilities. Other income decreased 4.63% from $842 thousand in 1998 to $803 thousand in 1999. The Corporation's total other expenses for the first six months of 1999 increased 8.37% from $4.886 million in 1998 to $5.295 million in 1999. The increase in other operating expenses is due primarily to asset growth and the increased volume of the operations of the bank. Management will continue to closely monitor and keep the increases in noninterest expenses to a minimum. Liquidity The Corporation maintains, in the opinion of management, liquidity sufficient to satisfy depositors' requirements and meet the credit needs of customers. The Corporation depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Corporation's ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition. Principal sources of liquidity for the Corporation include assets considered relatively liquid such as short-term investment securities, federal funds sold and cash and due from banks. Cash flows generated from operating activities decreased to $3.777 million compared to $3.930 million for the same period in 1998. This decrease of $153 thousand is primarily the result of an increase in cash paid to suppliers and employees. Net cash flows used in investing activities amounted to $19.848 million. Most of these funds were used to fund loans made to customers, which increased $18.915 million since December 31, 1998. Net cash flows provided by financing activities were $6.712 million in 1999 compared to $19.757 million in 1998. Although the Corporation experienced a decrease in customer deposits of $1.316 million, $2.51 million in Federal Home Loan Bank borrowings and $5.6 million in federal funds purchased were used to fund some of the increase in loans made to customers. Capital Resources The capital management function is a continuous process which consists of providing capital for both the current financial position and the anticipated future growth of the Corporation. As of June 30, 1999, the corporation's total risk-based capital ratio stood at 18.96%, and the Tier I risk-based capital ratio and Tier I leverage ratio were at 17.71% and 12.09%, respectively. Regulations established by the Federal Deposit Insurance Corporation Improvement Act require that for a bank to be considered well capitalized, it must have a total risk-based capital ratio of 10%, a Tier I risk-based capital ratio of 6% and a Tier I leverage ratio of 5%. Loan Portfolio The following shows the composition of loans at the dates indicated: 						(In Thousands of Dollars) June 30, Dec. 31, 1999 1998 Commercial, financial and agricultural $11,267 $10,885 Residential mortgage loans 116,356 113,547 Nonresidential mortgage loans 46,472 44,371 Installment loans to individuals 130,011 117,999 Total loans $304,106 $286,802 The following table sets forth aggregate loans in each of the following categories for the dates indicated: 						(In Thousands of Dollars) June 30, Dec. 31, 1999 1998 Loans accounted for on a nonaccrual basis $484 $576 Loans contractually past due 90 days or more as to interest or principal payments (not included in nonaccrual loans above) 268 435 Loans considered troubled debt restructurings (not included in nonaccrual or contractually past due above) 0 0 Management knows of no loans not included in the table above where serious doubt exists as to the ability of the borrower to comply with the current loan repayment terms. The following shows the amounts of contracted interest income and interest income reflected in income on loans accounted for on a nonaccrual basis and loans considered troubled debt restructuring for the periods indicated: (In Thousands of Dollars) June 30, Dec. 31, 1999 1998 Gross interest that would have been recorded if the loans had been current in accordance with their original terms $19 $27 Interest income included in income on the loans 4 1 A loan is placed on a nonaccrual basis whenever sufficient information is received to question the collectibility of the loan. Generally, once a loan is placed on a nonaccrual basis, interest that may be accrued and not collected on the loan is charged against earnings. As of June 30, 1999, there were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category of loans. As of that date also, there are no other interest-earning assets that are either nonaccrual, past due or restructured. Summary of Credit Loss Experience The following is an analysis of the allowance for credit losses for the periods indicated: (In Thousands of Dollars) Six Months Year Ended Ended June 30, Dec. 31, 1999 1998 Balance at beginning of period $3,689 $3,429 Loan losses: Commercial, financial & agricultural (25) (63) Real estate - mortgage (45) (39) Installment loans to individuals (311) (772) (381) (874) Recoveries on previous loan losses: Commercial, financial & agricultural 11 0 Real estate - mortgage 6 9 Installment loans to individuals 132 285 149 294 Net loan losses (232) (580) Provision charged to operations (1) 420 840 Balance at end of period $3,877 $3,689 Ratio of net credit losses to average net loans outstanding .16% .21% (1) The provision for possible credit losses charged to operating expense is based on management's judgment after taking into consideration all factors connected with the collectibility of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made. The allowance for possible credit losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans as of the dates indicated. (In Thousands of Dollars) June 30, Dec. 31, Types of Loans 1999 1998 Commercial, financial & agricultural $994 $812 Real estate - mortgage 993 1,017 Installment 1,890 1,860 Total $3,877 $3,689 The allocation of the allowance as shown above should not be interpreted as an indication that charge-offs in 1999 will occur in the same proportions or that the allocation indicates future charge-off trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio. The percentage of loans in each category to total loans is summarized as follows: June 30, Dec. 31, Types of Loans 1999 1998 Commercial, financial & agricultural 3.7% 3.8% Residential mortgage loans 38.3% 39.6% Nonresidential mortgage loans 15.3% 15.5% Installment loans to individuals 42.7% 41.1% 100.0% 100.0% Year 2000 The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Corporation's programs that have time sensitive software may recognize the date as the year 1900 rather than the year 2000. This could result in a major system failure or miscalculations. The Federal Financial Institutions Examination Council recognizes five phases that banks must complete to achieve Year 2000 readiness: 1) Awareness of the potential risks associated with Year 2000; 2) Assessment of all information and environmental systems needing enhancements; 3) Renovation of the systems that are not Year 2000 ready; 4) Validation of the renovated systems to assure Year 2000 readiness; and 5) Implementation of the renovated product into the ongoing operations. The Corporation has completed the Awareness, Assessment and Renovation phases and has substantially completed the validation of its mission critical systems for year 2000 readiness. At this time it is not expected that expenses to address year 2000 issues will materially impact future operating results. The Corporation has prepared a year 2000 contingency plan to address the possible risks that may be faced within and outside of the Corporation's control. Item 3. Quantitative and Qualitative Disclosures About Market Risk There are no material changes from the end of the preceding fiscal year that would cause additional disclosure of the bank's exposure to market risk. PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the registrant or its subsidiary is a party, or of which any of their property is the subject, except proceedings which arise in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material effect on the consolidated financial position of the registrant and its subsidiary. Item 2. Changes in Securities 	Not applicable. Item 3. Defaults Upon Senior Securities 	Not applicable. Item 4. Submission of Matters to a Vote of Security Holders 	Not applicable. Item 5. Other Information 	Not applicable. Item 6.	Exhibits and Reports on Form 8-K (a) The following exhibits are filed or incorporated by references as part of this report: 2. Not applicable. 3(i). Not applicable. 3(ii). Not applicable. 4. The registrant agrees to furnish to the Commission upon request copies of all instruments not filed herewith defining the rights of holders of long-term debt of the registrant and its subsidiaries. 10. Not applicable. 11.	Not applicable. 15.	Not applicable. 18.	Not applicable. 19.	Not applicable. 22.	Not applicable. 23.	Not applicable. 24.	Not applicable. 27.	Financial Data Schedule (filed herewith) 99.	Not applicable. (b) - Reports on Form 8-K No reports on Form 8-K were filed for the six months ended June 30, 1999. 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. FARMERS NATIONAL BANC CORP. Dated: 8/10/99 /s/ Frank L. Paden President and Secretary Dated: 8/10/99 /s/ Carl D. Culp Executive Vice President and Treasurer