SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-12820
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its
charter)
VIRGINIA 54-1284688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
628 Main Street
Danville, Virginia 24541
(Address of principal executive offices) (Zip Code)
(804) 792-5111
(Registrant's telephone number, including area code)
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 .
The number of shares outstanding of the issuer's common
stock as of May 9, 1996 was 3,279,798.
AMERICAN NATIONAL BANKSHARES INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of March 31, 1996
and December 31, 1995......................................... 3
Consolidated Condensed Statements of Income for the three months
ended March 31, 1996 and 1995................................. 4
Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 and 1995................................. 5
Notes to Consolidated Condensed Financial Statements............ 6-7
Item 2. Management's Discussion and Analysis of the Financial Condition
and Results of Operations.....................................8-10
Part II. Other Information............................................... 11
SIGNATURES ................................................................ 11
EXHIBITS. Financial Data Schedule......................................... 12
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
(Unaudited)
March 31 December 31
ASSETS 1996 1995
-------- ----------
CASH AND DUE FROM BANKS...............................$ 11,039 $ 10,394
FEDERAL FUNDS SOLD.................................... 6,300 1,100
INTEREST-BEARING DEPOSITS IN OTHER BANKS.............. 2,485 1,295
INVESTMENT SECURITIES:
Securities available for sale (at market value).... 69,279 49,307
Securities held to maturity (market value of
$71,090 at March 31, 1996 and $99,195
at December 31, 1995)............................ 70,888 98,102
-------- --------
Total investment securities.................. 140,167 147,409
-------- --------
LOANS................................................. 221,967 216,355
Less: Unearned income....................... -721 -914
Reserve for loan losses......... -2,800 -2,757
-------- --------
Net loans.................................... 218,446 212,684
-------- --------
OTHER ASSETS.......................................... 15,546 15,597
-------- --------
Total assets.................................$393,983 $388,479
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
LIABILITIES:
Demand deposits--non-interest bearing..............$ 34,434 $ 32,578
Demand deposits--interest bearing.................. 42,862 41,602
Money market deposits.............................. 21,330 22,409
Savings deposits................................... 65,604 66,084
Time deposits...................................... 167,894 164,670
-------- --------
Total deposits............................... 332,124 327,343
Repurchase agreements.............................. 10,141 9,572
Accrued interest payable and other liabilities..... 3,056 2,651
-------- --------
Total liabilities............................ 345,321 339,566
-------- --------
SHAREHOLDERS' INVESTMENT:
Common stock, $1 par, 10,000,000 shares authorized,
3,279,798 shares outstanding at March 31, 1996
3,213,641 shares outstanding at December 31, 1995 3,280 3,214
Capital in excess of par value..................... 10,635 9,967
Retained earnings.................................. 34,595 35,104
Net unrealized appreciation........................ 152 628
-------- --------
Total shareholders' investment............... 48,662 48,913
-------- --------
Total liabilities and
shareholders' investment...................$393,983 $388,479
======== ========
The accompanying notes are an integral part of these balance sheets.
3
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands)
(Unaudited)
Three Months Ended
March 31
------------------
1996 1995
INTEREST INCOME: ---- ----
Interest and fees on loans..................................$4,957 $4,225
Interest on federal funds sold and other.................... 68 15
Income on investment securities:
U. S. Government.......................................... 1,365 806
Federal Agencies.......................................... 438 612
State and municipal (tax exempt).......................... 227 180
Other..................................................... 97 85
------ ------
Total interest income................................. 7,152 5,923
------ ------
INTEREST EXPENSE:
Interest on deposits:
Demand.................................................... 271 265
Money Market.............................................. 198 186
Savings................................................... 494 594
Time...................................................... 2,386 1,326
Interest on federal funds purchased and
repurchase agreements..................................... 127 78
------ ------
Total interest expense................................ 3,476 2,449
------ ------
NET INTEREST INCOME............................................ 3,676 3,474
PROVISION FOR LOAN LOSSES ..................................... 131 93
------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES............................................. 3,545 3,381
------ ------
NON-INTEREST INCOME:
Trust revenue............................................... 445 346
Service charges on deposit accounts......................... 110 104
Fees and insurance premiums................................. 26 31
Other....................................................... 62 46
------ ------
Total non-interest income.............................. 643 527
------ ------
NON-INTEREST EXPENSE:
Salaries ................................................... 985 947
Pension and other employee benefits......................... 204 204
Occupancy and equipment expense............................. 303 238
FDIC insurance expense...................................... 39 160
Postage and printing........................................ 115 79
Merger related expense...................................... 1,168 --
Other....................................................... 499 437
------ ------
Total non-interest expense............................ 3,313 2,065
------ ------
INCOME BEFORE INCOME TAX PROVISION............................. 875 1,843
INCOME TAX PROVISION........................................... 1,011 584
------ ------
NET (LOSS) INCOME..............................................$ -136 $1,259
====== ======
NET (LOSS) INCOME PER COMMON SHARE, based on weighted average
shares outstanding at March 31, 1996 and March 31, 1995, of
3,228,480 and 3,255,786 respectively........................ $(.04) $ .39
The accompanying notes are an integral part of these statements.
4
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three Months Ended
March 31
1996 1995
Cash Flows from Operating Activities:
Net income........................................................................ -$136 1,259
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses..................................................... 131 93
Depreciation.................................................................. 116 110
Amortization of intangibles................................................... 73 --
Amortization of premiums and (discounts)
on investment securities.................................................... 28 16
(Gain) loss on sale of securities............................................. 338 10
Deferred income taxes provision............................................... 612 185
Reconciliation of fiscal year of merged company to calendar year.............. -379 --
(Increase) decrease in interest receivable.................................... -34 240
(Increase) decrease in other assets........................................... 553 -306
Increase in interest payable.................................................. 502 20
Increase (decrease) in other liabilities...................................... -367 730
-------- --------
Net cash provided by operating activities..................................... 1,437 2,357
======== ========
Cash Flows from Investing Activities:
Proceeds from sales and maturities of securities available for sale............. 2,564 --
Proceeds from sales and maturities of securities held to maturity............... 29,278 6,019
Purchases of securities available for sale...................................... -11,986 --
Purchases of securities held to maturity........................................ -12,760 --
Purchases of other stock........................................................ -182 -18
Net increase in loans........................................................... -5,246 -8,299
Purchases of property and equipment............................................. -165 -52
-------- --------
Net cash provided by (used in) investing activities........................... 1,503 -2,350
-------- --------
Cash Flows from Financing Activities:
Net increase (decrease) in demand, money market,
and savings deposits.......................................................... 1,554 -11,263
Net increase in certificates of deposit......................................... 2,007 3,894
Net increase in federal funds purchased
and repurchase agreements................................................... 569 1,107
Cash dividends paid............................................................. -492 -115
Cash paid in lieu of fractional shares.......................................... -3 --
Proceeds from exercise of stock options......................................... 460 --
-------- --------
Net cash provided by (used in) financing activities............................. 4,095 -6,377
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents............................ 7,035 -6,370
Cash and Cash Equivalents at Beginning of Period................................ 12,789 17,036
-------- --------
Cash and Cash Equivalents at End of Period...................................... $19,824 $10,666
======== ========
Supplemental Schedule of Cash and Cash Equivalents:
Cash:
Cash and due from banks......................................................... 11,039 9,870
Federal funds sold.............................................................. 6,300 --
Interest-bearing deposits in other banks........................................ 2,485 796
-------- --------
$19,824 $10,666
======== ========
Supplemental Disclosure of Cash Flow Information:
Interest paid................................................................... 3,067 2,429
Income taxes paid............................................................... 101 -18
5
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
In the opinion of management, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly
American National Bankshares' financial position as of March 31, 1996,
the results of its operations and its cash flows for the three months
then ended. Operating results for the three month period ended March
31, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. A summary of the
Corporation's significant accounting policies is set forth in Note 1 to
the Consolidated Financial Statements in the Corporation's Annual Report
to Shareholders for 1995.
2. Investment Securities
Management determines the appropriate classification of securities
at the time of purchase. Securities classified as held for investment
are those securities that management intends to hold to maturity,
subject to continued credit-worthiness of the issuer, and that the Bank
has the ability to hold on a long-term basis. Accordingly, these
securities are stated at cost, adjusted for amortization of premium and
accretion of discount on the level yield method. Securities designated
as available for sale have been adjusted to their respective market
values and a corresponding adjustment made to shareholders' investment
at March 31, 1996 and December 31, 1995.
3. Commitments and Contingencies
The Bank has an established credit availability in the amount of
$29,000,000 with the Federal Home Loan Bank of Atlanta. As of March 31,
1996 and December 31, 1995, there were no borrowings outstanding under
this availability.
Commitments to extend credit, which amount to $47,445,000 at March
31, 1996 and $35,416,000 at December 31, 1995, represent legally binding
agreements to lend to a customer with fixed expiration dates or other
termination clauses. Since many of the commitments are expected to
expire without being funded, the total commitment amounts do not
necessarily represent future liquidity requirements.
Standby letters of credit are conditional commitments issued by
the Bank guaranteeing the performance of a customer to a third party.
Those guarantees are primarily issued to support public and private
borrowing arrangements. At March 31, 1996 and December 31, 1995 the
Bank had $614,000 and $632,000 in outstanding standby letters of credit.
4. New Accounting Pronouncements
During 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". This Statement establishes accounting standards for long-lived
assets, certain identifiable intangibles and goodwill related to those
assets to be held and to be disposed of. The statement requires such
assets to be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Any resulting impairment loss is required to be reported
in the period in which the recognition criteria are first applied and
met. The Bank adopted the provisions of the statement on January 1,
1996. The implementation did not have a material impact on the
consolidated financial position or consolidated results of operations.
During 1995, the FASB issued SFAS No. 122, "Accounting for
Mortgage Servicing Rights", and SFAS No. 123, "Accounting for Stock
Based Compensation". The Bank adopted the provisions of these
statements on January 1, 1996. The adoption of these statements did not
have a material impact on the Bank's consolidated financial position or
consolidated results of operations.
5. Merger and Acquisitions
On March 14, 1996, the Corporation completed the acquisition of
Mutual Savings Bank, F.S.B. (Mutual) upon the approval of the
shareholders of each company. The Corporation exchanged 879,805 common
shares, at an exchange ratio of .705 of a share of the Corporation's
common stock, for each of Mutual's 1,248,100 common shares.
The transaction was accounted for as a pooling of interests. The
financial position and results of operations of the Corporation and
Mutual were combined and the fiscal year of Mutual was conformed to the
Corporation's fiscal year. In addition prior periods have been restated
to give effect to the merger.
In March 1996 the shareholders of the Corporation approved an
amendment to the articles of incorporation to increase the number of
authorized shares of the Corporation's common stock from 3,000,000
shares to 10,000,000 shares.
In August 1995, the Corporation acquired the branch office of
Crestar Bank in Gretna, Virginia. In addition to the branch facilities
at Gretna, the Corporation acquired $2,150,000 in loans and assumed
deposits of $36,295,000. This transaction was accounted for as a
purchase.
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EARNINGS and CAPITAL
On March 14, 1996, the Corporation completed the merger of Mutual
Savings Bank, F.S.B. (Mutual) into American National Bankshares Inc.
(ANB). For comparative reporting purposes the financial results for the
first three months ended March 31, 1996 include income and expenses of
both Mutual and ANB during this period and are compared to the combined
financial results of Mutual's first quarter ended December 31, 1994 and
ANB's first quarter ended March 31, 1995.
The Corporation's net income, excluding the effect of cost
associated with the merger and all related income tax, for the first
quarter of 1996 was $1,390,000, an increase of $131,000 or 10% over the
combined $1,259,000 earned by ANB and Mutual in the first quarter of
1995. The results of the first quarter of 1996 show a net loss of
$136,000 after deducting the total cost associated with the merger,
including all income tax effects, of $1,526,000.
The components of the one-time cost associated with the merger
include a federal income tax recapture on untaxed loan loss reserves of
Mutual and consulting, legal, accounting, conversion, regulatory and
other related fees and expense. Also included in the merger related
expense is a loss on the sale of securities. These were securities held
by Mutual and were not compatible with ANB's investment program.
Net loss per common share was $.04 for the first quarter of 1996
and net income per common share was $.39 for the same period of 1995.
On an annualized basis, return on average total assets, before
merger related expense, was 1.74% for the first quarter of 1996 and
1.52% for the same period of 1995. Return on average common
shareholders' equity before merger related expense was 14.59% for the
first quarter of 1996 and 11.02% for the first quarter of 1995.
TRENDS AND FUTURE EVENTS
During the first quarter of 1996, the volume of net loans
increased by $5,762,000 or 3%. This increase is the result of a strong
loan demand and tends to confirm the continuance of a healthy local
economy. The increase in loans was funded from the proceeds of maturing
investment securities and cash. Total investment securities decreased
during the first quarter of 1996 by $7,242,000 or 5%.
Total deposits increased $4,781,000 or 1% during the first quarter
of 1996 and repurchase agreements increased $569,000 or 6% during the
same period. Management views the increase in deposits and repurchase
agreements as a positive trend since historically the deposit growth is
relatively flat in the first half of each year and tends to accelerate
in the second half of the year.
During the first quarter of 1996, the Corporation changed its
policy from paying dividends semi-annually to a quarterly schedule. On
February 20, 1996, the Board of Directors declared the Corporation's
first quarterly dividend of $.15 per share on 3,279,798 shares of common
stock outstanding to shareholders of record March 15, 1996, payable
March 29, 1996.
NET INTEREST INCOME
Net interest income is the excess of interest income over interest
expense. During the first quarter of 1996, net interest income
increased $202,000 or 6% over the same period of 1995.
During the first quarter of 1996, interest market rates have
declined slightly. During the next twelve months repricing
opportunities in liabilities will exceed repricing opportunities of
assets by approximately $43,632,000, (approximately 11% of total
assets), which makes the Corporation liability sensitive. Any further
declines in market interest rates within the next twelve months may tend
to increase the Corporation's net yield on interest earning assets but
Management does not expect this to have a substantial effect upon the
earnings of the Corporation during the projected period.
ASSET QUALITY
Nonperforming assets include loans on which interest is no longer
accrued, loans classified as troubled debt restructurings and foreclosed
properties. There were no foreclosed properties held at the close of
the reporting period. Nonperforming assets were $321,000 at March 31,
1996 and $306,000 at December 31, 1995, an increase of $15,000 during
the current quarter.
During the first quarter of 1996 the gross amount of interest
income that would have been recorded on nonaccrual loans and
restructured loans at March 31, 1996, if all such loans had been
accruing interest at the original contractual rate, was $35,000. No
interest payments were recorded during the reporting period as interest
income for all such nonperforming loans.
Nonperforming assets as a percentage of net loans were .1% at both
March 31, 1996 and December 31, 1995.
Loans accruing interest and past due 90 days or more totaled
$214,000 at March 31, 1996 and $161,000 at December 31, 1995. This
increase of $53,000 is not considered significant in view of the size of
the Corporation's loan portfolio.
PROVISION and RESERVE FOR LOAN LOSSES
The provision for loan losses was $131,000 for the first quarter of
1996 and $93,000 for the first quarter of 1995. The reserve for loan
losses totaled $2,800,000 at March 31, 1996 an increase of 2% over the
$2,757,000 recorded at December 31, 1995. The ratio of reserves to
loans, less unearned discount, was 1.27% at March 31, 1996 and 1.28% at
December 31, 1995. The ratios for both periods are lower than the
ratios provided by the Corporation in past years. As a result of the
merger with Mutual Savings Bank, the mix of loans in the Corporation's
portfolio has been heavily shifted to mortgage loans due to Mutual's
high concentration of mortgages. The mortgage loan portfolio is well
secured and requires a lower allocation of the Corporation's loan loss
reserve than does the remainder of the loan portfolio. In Management's
opinion, the current reserve for loan losses is adequate.
NON-INTEREST INCOME
Non-interest income for the first quarter of 1996 was $643,000, an
increase of 22% from the $527,000 reported in the first quarter of 1995.
The components of the increase in the first quarter of 1996 included a
29% increase in trust revenue due to new business booked, a 6% increase
in service charges on deposit accounts due to increased deposits, a 16%
decrease in fees and insurance commissions due to a reduction of the
type loans associated with insurance commissions, and a 35% increase in
other income primarily from increased dividends received from Federal
Home Bank stock.
NON-INTEREST EXPENSE
Non-interest expense for the first quarter of 1996 was $3,313,000,
a 60% increase over the $2,065,000 reported for the same period last
year. Salaries increased 4% from the same period last year. Pension
and other employee benefits remained the same as the first quarter of
1995. Occupancy and equipment expense increased 1%, FDIC insurance
expense decreased 76% due to a reduction in premiums by the FDIC and
postage and printing expense increased 46% as a result of increases in
deposit accounts, loans and advertising by mail. Merger related
expenses in 1996 totaled $1,168,000 and consisted of consulting, legal,
accounting, conversion and regulatory fees and expense and a loss on the
sale of securities acquired from Mutual in the merger that were not
compatible with the Corporation's investment program. Other non-
interest expense increased 14% primarily due to fees paid to consultants
for strategic planning and management services.
INCOME TAX PROVISION
The income tax provision for the first quarter of 1996 was
$1,011,000, an increase of $427,000 from the $584,000 reported a year
earlier. This increase resulted primarily from the Corporation
recording a one-time Federal tax liability associated with Mutual's
prior untaxed loan loss reserves. The Bank has not experienced any
significant change in the effective tax rate on the operating income
before merger related expense.
CAPITAL MANAGEMENT
Federal regulatory risk-based capital ratio guidelines require
percentages to be applied to various assets including off-balance-sheet
assets in relation to their perceived risk. Tier I capital includes
stockholders' equity and Tier II capital includes certain components of
nonpermanent preferred stock and subordinated debt. The Corporation has
no nonpermanent preferred stock or subordinated debt. Banks and bank
holding companies must have a Tier I capital ratio of at least 4% and a
total ratio, including Tier I and Tier II capital, of at least 8%. As
of March 31, 1995 the Corporation had a ratio of 20.0% for Tier I and a
ratio of 21.2% for total capital. At December 31, 1994 these ratios
were 20.1% and 21.3%, respectively.
A cash dividend of $.15 per share was paid on 3,279,798 shares of
common stock outstanding on March 29, 1996 to shareholders of record
March 15, 1996. This dividend totaled $492,000.
LIQUIDITY
The Corporation's net liquid assets to net liabilities ratio was
34% at March 31, 1996. At the close of the first quarter of 1995, this
ratio was 29%. Both of these ratios are considered to be adequate
liquidity for the respective periods.
Management constantly monitors and plans the Corporation's
liquidity position for future periods. Liquidity is provided from cash
and due from banks, federal funds sold, interest-bearing deposits in
other banks, repayments from loans, seasonal increases in deposits,
lines of credit from two correspondent banks and two federal agency
banks and a planned structured continuous maturity of investments.
Management believes that these factors provide sufficient and timely
liquidity for the foreseeable future.
PART II
OTHER INFORMATION
Item:
1. Legal Proceedings
None
2. Changes in securities
None
3. Defaults upon senior securities
None
4. Results of votes of security holders
None
5. Other information
None
6. Exhibits and Reports on Form 8-K
(a) Exhibits - Financial Data Schedule EX-27
(b) Reports on Form 8-K - One Form 8-K was filed March 29,
1996
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.
AMERICAN NATIONAL BANKSHARES INC.
/s/ Charles H. Majors
---------------------------------
Charles H. Majors
President and Chief
Date - May 14, 1996 Executive Officer
/s/ David Hyler
---------------------------------
David Hyler
Senior Vice-President and
Secretary-Treasurer
Date - May 14, 1996 (Chief Financial Officer)