UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-14773
NATIONAL BANCSHARES CORPORATION
exact name of registrant as specified in its charter
Ohio 34-1518564
State of incorporation IRS Employer Identification No.
112 West Market Street, Orrville, Ohio 44667
Address of principal executive offices
Registrant`s telephone number: (330) 682-1010
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 by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.)
Yes __X___ No _____
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company as defined in Rule 12b-2 of the Exchange Act. See definition of
`large accelerated filer`, `accelerated filer` and `smaller reporting
company` in rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)
Yes_____ No __X___
Indicate the number of shares outstanding of each of the issuer`s classes of
common stock, as of May 15, 2009.
Common Stock, Without Par Value: 2,202,368 Shares Outstanding
NATIONAL BANCSHARES CORPORATION
Index
Page
Number
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets 2
as of March 31, 2009
and December 31, 2008
Consolidated Statements of Income 3
and Comprehensive Income for the
three months ended
March 31, 2009 and 2008
Condensed Consolidated Statement of Changes 5
in Shareholders` Equity for the three months
ended March 31, 2009 and 2008
Condensed Consolidated Statements of 6
Cash Flows for the three months ended
March 31, 2009 and 2008
Notes to Consolidated Financial 7~11
Statements (Unaudited)
Item 2 Management`s Discussion and Analysis 11~17
of Financial Condition and
Results of Operations
Item 3 Quantitative and Qualitative Disclosures About 17~18
Market Risk
Item 4 Controls and Procedures 18
Part II. Other Information 19
Item 1. Legal Proceedings ~ None
Item 1A.Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities ~ None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information ~ None
Item 6. Exhibits
Signatures 20
Exhibits 21~23
Item 1. Financial Statements
NATIONAL BANCSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(dollars in thousands)
March 31, December 31,
2009 2008
ASSETS
Cash and due from banks $ 7,646 $ 11,001
Federal funds sold 3,694 -
Total cash and cash equivalents 11,340 11,001
Securities available for sale 127,718 127,248
Restricted equity securities 3,217 3,217
Loans held for sale 194 -
Loans, net of allowance for loan losses:
March 31, 2009~$1,794;
December 31, 2008~$1,718 179,515 179,831
Premises and equipment, net 6,732 6,197
Goodwill 4,723 4,723
Identified intangible assets 365 422
Accrued interest receivable 1,367 1,230
Cash surrender value of life insurance 2,698 2,677
Other assets 1,661 1,456
Total assets $339,530 $338,002
LIABILITIES AND SHAREHOLDERS` EQUITY
Deposits
Noninterest bearing $ 43,085 $ 46,159
Interest bearing 221,975 217,483
Total deposits 265,060 263,642
Repurchase agreements 8,122 10,469
Federal funds purchased - 1,830
Federal Reserve note account 288 986
Federal Home Loan Bank advances 25,000 21,000
Accrued interest payable 595 690
Accrued expenses and other liabilities 2,699 2,504
Total liabilities 301,764 301,121
SHAREHOLDERS` EQUITY
Common stock,
no par value; 6,000,000 shares authorized;
2,289,528 shares issued
11,447 11,447
Additional paid-in capital 4,730 4,718
Retained earnings 21,369 20,972
Treasury stock, at cost (87,160 shares) (1,709) (1,709)
Accumulated other comprehensive income 1,929 1,453
Total shareholders` equity 37,766 36,881
Total liabilities and
shareholders` equity $339,530 $338,002
See accompanying notes to consolidated financial statements.
NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
(dollars in thousands, except per share data)
Three months ended
March 31, March 31,
2009 2008
Interest and dividend income
Loans, including fees $2,582 $3,167
Securities:
Taxable 1,464 934
Nontaxable 162 151
Federal funds sold and other - 18
Total interest and dividend income 4,208 4,270
Interest expense
Deposits 937 1,246
Short-term borrowings 14 57
Federal Home Loan Bank advances 264 223
Total interest expense 1,215 1,526
Net interest income 2,993 2,744
Provision for loan losses 123 187
Net interest income after provision for loan losses 2,870 2,557
Noninterest income
Checking account fees 247 296
Visa check card interchange fees 78 77
Deposit and miscellaneous service fees 22 51
Mortgage banking activities 20 14
Securities gains (losses), net 152 17
Other 126 137
Total noninterest income 645 592
Noninterest expense
Salaries and employee benefits 1,334 1,240
Data processing 216 250
Net occupancy 265 219
FDIC assessment 117 7
Professional and consulting fees 110 92
Franchise tax 84 84
Maintenance and repairs 63 73
Amortization of intangibles 57 58
Telephone 47 58
Marketing 48 22
Director fees and pension 53 59
Other 341 327
Total noninterest expense 2,735 2,489
Income before income tax expense 780 660
Income tax expense 207 169
Net income $ 573 $ 491
NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
(Continued) Three months ended
March 31, March 31,
2009 2008
Other comprehensive income:
Unrealized appreciation (depreciation) in fair
value of securities available for sale,
net of taxes of $297 and $370 $ 576 $ 719
Reclassification adjustment for realized (gains)
losses included in earnings, net of taxes of
$52 and $6 (100) (11)
Total other comprehensive income, net of taxes 476 708
Comprehensive income $ 1,049 $ 1,199
Weighted average basic and diluted common shares
outstanding 2,202,368 2,205,787
Basic and diluted earnings per common share $ 0.26 $ 0.22
Dividends declared per common share $ 0.08 $ 0.16
See accompanying notes to consolidated financial statements.
NATIONAL BANCSHARES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS` EQUITY (Unaudited)
Three months ended,
March 31, March 31,
2009 2008
Balance at beginning of period $ 36,881 $ 34,991
Comprehensive income
Net income 573 491
Other comprehensive (loss) 476 708
Total comprehensive income 1,049 1,199
Stock-based compensation 12 -
Purchase of 5,017 shares of common stock - (86)
Cash dividends declared ($0.48 per share in 2008
and 2007) (176) (348)
Balance at end of period $ 37,766 $ 35,756
See accompanying notes to consolidated financial statements.
NATIONAL BANCSHARES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ended
March 31, March 31,
2009 2008
Net cash from operating activities $ 273 $ 406
Cash flows from investing activities
Securities available for sale
Proceeds from maturities and repayments 5,747 13,316
Proceeds from sales 3,304 4,067
Purchases (8,515) (19,469)
Premises and equipment expenditures, net (669) (96)
Purchase of loans (1,151) -
Net change in loans 1,159 1,316
Net cash from investing activities (125) (866)
Cash flows from financing activities
Net change in deposits 1,418 (3,012)
Net change in short-term borrowings (4,875) 3,206
Proceeds from Federal Home Loan Bank advances 4,000 1,000
Dividends paid (352) (353)
Purchase of common stock - (86)
Net cash from financing activities 191 755
Net change in cash and cash equivalents 339 295
Beginning cash and cash equivalents 11,001 12,285
Ending cash and cash equivalents $ 11,340 $ 12,580
Supplemental Disclosures
Cash paid for interest $ 1,310 $ 1,567
Cash paid for income taxes $ - $ 150
Non-cash transfer from loans to other real estate
owned $ - $ -
See accompanying notes to consolidated financial statements.
Note 1 ~ Basis of Presentation
(dollars in thousands)
Company Organization and Financial Presentation
The accompanying consolidated financial statements include the accounts of
National Bancshares Corporation (the `Company`) and its wholly owned
subsidiary, First National Bank, Orrville, Ohio (the `Bank`). The Bank has
a minority interest in First Kropf Title, LLC. The Bank`s investment in
First Kropf Title, LLC is immaterial to the consolidated financial statements.
All significant intercompany transactions and balances have been eliminated.
The Company provides a broad range of financial services to individuals and
companies in Medina, Stark and Wayne Counties, Ohio. While the Company`s
chief decision makers monitor the revenue streams of the various products
and services, operations are managed and financial performance is evaluated
on a Company-wide basis. Accordingly, all the Company`s banking operations
are considered by management to be aggregated in one reportable operating
segment.
The consolidated balance sheet as of March 31, 2009, the consolidated
statements of income and comprehensive income for the three month periods
ended March 31, 2009 and 2008, and the condensed consolidated statements
of changes in shareholders` equity and the condensed consolidated statements
of cash flows for the three month periods ended March 31, 2009 and 2008, have
been prepared by the Company without audit. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.
The consolidated financial statements have been prepared in accordance with
the instructions to Form 10-Q, but do not include all the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. These statements should
be read in conjunction with the consolidated financial statements and
footnotes in the Company`s annual report on Form 10-K for the year ended
December 31, 2008. Operating results for the three months ended
March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.
Use of Estimates
To prepare financial statements in conformity with U.S. generally accepted
accounting principles, management makes estimates and assumptions based on
available information. These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures provided, and
actual results could differ. The allowance for loan losses, fair values
of financial investments and carrying value of intangible assets are
particularly subject to change.
Adoption of New Accounting Pronouncements
Accounting for Business Combinations: On December 4, 2007, the Financial
Accounting Standards Board (`FASB`) issued Statement of Financial Accounting
Standards (`SFAS`) No. 141(R), `Business Combinations,` with the objective
to improve the comparability of information that a company provides in its
financial statements related to a business combination. SFAS No. 141(R)
establishes principles and requirements for how the acquirer: (i) recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree;
(ii) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (iii) determines what
information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
statement does not apply to combinations between entities under common
control. The adoption of this statement on January 1, 2009, had no impact
on the Company`s financial statements and applies prospectively to business
combinations for which the acquisition date is on or after the beginning of
the first annual reporting period beginning on or after December 15, 2008.
Noncontrolling Interests in Consolidated Financial Statements -
In December 2007, the FASB issued Statement No. 160, `Noncontrolling
Interests in Consolidated Financial Statements,` which amends Accounting
Research Bulletin No. 51 `Consolidated Financial Statements` (`ARB 51`).
A noncontrolling interest, also known as a `minority interest`, is the
portion of equity in a subsidiary not attributable to a parent. The
objective of this statement is to improve upon the consistency of
financial information that a company provides in its consolidated financial
statements. Consistent with SFAS No. 141(R), SFAS No. 160 is effective for
fiscal years beginning on or after December 15, 2008. The adoption of this
Statement on January 1, 2009 did not have a material impact on the Company`s
consolidated financial statements.
Disclosures about Derivative Instruments and Hedging Activities - In
March 2008, FASB issued SFAS No. 161 `Disclosures about Derivative
Instruments and Hedging Activities` an amendment to SFAS No. 133.
This statement requires enhanced disclosures about an entity`s
derivative and hedging activities and therefore should improve the
transparency of financial reporting. This new accounting standard is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008. The adoption of this Statement
on January 1, 2009, did not have a material impact on the Company`s
consolidated financial statements.
Recently Issued but not yet Effective Accounting Pronouncements
Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are
Not Orderly: On April 9, 2009, the FASB issued FASB Staff Position
(FSP) FAS 157-4, `Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly.` The FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
`Fair Value Measurements`, when the volume and level of activity for the
asset or liability have significantly decreased. The FSP also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. Further, the FSP emphasizes that even if there has been a significant
decrease in the volume and level of activity for the asset or liability and
regardless of the valuation technique(s) used, the objective of a fair value
measurement remains the same. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
(that is, not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions. The FSP
amends Statement 157 to require certain additional disclosures in interim and
annual periods to discuss the inputs and valuation technique(s) used to
measure fair value. This FSP is effective for interim and annual reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009, and shall be applied prospectively. The Company
will adopt this new accounting pronouncement in the second quarter of 2009.
Management is still evaluating the impact of FSP 157-4.
Interim Disclosures about Fair Value of Financial Instruments - On
April 9, 2009, the FASB issued FASB FSP No. FAS 107-1 and APB 28-1, `Interim
Disclosures about Fair Value of Financial Instruments.` This FSP amends
FASB Statement No. 107, `Disclosures about Fair Value of Financial
Instruments`, to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in
annual financial statements. This FSP also amends APB Opinion No. 28,
`Interim Financial Reporting`, to require those disclosures in summarized
financial information at interim reporting periods. This FSP is effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. The Company will adopt
this new accounting pronouncement in the second quarter of 2009. Management
is still evaluating the impact of FSP FAS 107-1 and APB 28-1.
Recognition and Presentation of Other-Than-Temporary Impairments - On
April 9, 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, `Recognition
and Presentation of Other-Than-Temporary Impairments.` This FSP amends the
other-than-temporary impairment guidance in GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities
in the financial statements. The FSP requires an entity to assess whether
it intends to sell, or it is more likely than not that it will be required
to sell a security in an unrealized loss position before recovery of its
amortized cost basis. If either of these criteria is met, the entire
difference between amortized cost and fair value is recognized in earnings.
For securities that do not meet this the aforementioned criteria, the amount
of impairment recognized in earnings is limited to the amount related to
credit losses, while impairment related to other factors is recognized in
other comprehensive income. This FSP does not amend existing recognition
and measurement guidance related to other-than-temporary impairments of
equity securities. The FSP is effective for interim and annual reporting
periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. The Company will adopt this new
accounting pronouncement in the second quarter of 2009. Management is still
evaluating the impact of FSP FAS 115-2 and FAS 124-2.
Note 2 ~ Allowance for Loan Losses
(dollars in thousands)
The activity in the allowance for loan losses for the periods indicated
wasas follows:
For the three months ended
March 31,
2009 2008
Beginning balance $1,718 $2,028
Provision for loan losses 123 187
Loans charged-off (48) (714)
Recoveries 1 19
Ending balance $1,794 $1,520
Individually impaired loans were as follows: March 31, December 31,
2009 2008
Year-end loans with no allocated allowance for loan losses $ 841 $ 396
Year-end loans with allocated allowance for loan losses 946 940
Amount of the allowance for loan losses allocated 70 75
The impact on interest income of impaired loans was not significant to the
consolidated statements of income.
Impaired loans are generally measured for impairment using the fair value
of the collateral supporting the loan. Evaluating impaired loan collateral
is based on level 3 inputs utilizing outside appraisals adjusted by
management for sales costs and other assumptions regarding market
conditions to arrive at fair value.
Nonaccrual loans and loans past due 90 days still on accrual were as follows:
March 31, December 31,
2009 2008
Loans past due over 90 days still on accrual $ 325 $ 261
Nonaccrual loans 2,233 1,752
Nonaccrual loans and loans past due 90 days still on accrual include
both smaller balance homogeneous loans that are collectively evaluated
for impairment and individually classified impaired loans.
Note 3 ~ Interest-Rate Swaps
The Company utilizes interest-rate swap agreements as part of its asset
liability management strategy to help manage its interest rate risk position.
The notional amount of the interest-rate swaps does not represent amounts
exchanged by the parties. The amount exchanged is determined by reference to
the notional amount and the other terms of the individual interest-rate swap
agreements.
The Company implemented a program whereby it lends to its borrowers at a
fixed rate with the loan agreement containing a two-way yield maintenance
provision in the first quarter of 2009. If the borrower prepays the loan,
the yield maintenance provision will result in a prepayment penalty or
benefit depending on the interest rate environment at the time of the
prepayment. This provision represents an embedded derivative which is
required to be bifurcated from the host loan contract in accordance with
FAS No. 133, Accounting for Derivatives and Hedging Activities. As a result
of bifurcating the embedded derivative, the Company records the transaction
with the borrower as a floating rate loan and a pay floating / receive fixed
interest-rate swap. To offset the risk of the interest-rate swap with the
borrower, the Company enters interest-rate swaps with outside counterparties
that mirror the terms of the interest-rate swap between the Company and the
borrower. Both interest-rate swaps are carried as freestanding derivatives
with their changes in fair value reported in current earnings. The change in
the fair value of the interest-rate swap with borrowers was an increase of
$11 for the first three months ended March 31, 2009, which was offset by an
equal decrease in value during the quarter on the interest-rate swaps with
outside parties, with the result that there was no impact on income as of
March 31, 2009.
Summary information about the interest-rate swaps between the Company and
its borrowers is as follows:
Notional amount $1,599
Weighted average receive rate 5.33%
Weighted average pay rate 4.43%
Weighted average maturity (years) 4.7
Fair value of interest-rate swaps 11
Summary information about the interest-rate swaps between the Company and
outside parties is as follows:
Notional amount $1,599
Weighted average pay rate 5.33%
Weighted average receive rate 4.43%
Weighted average maturity (years) 4.7
Fair value of interest-rate swaps (11)
The fair value of the interest-rate swaps at March 31, 2009 is reflected in
other assets and other liabilities.
Note 4 ~ Stock-Based Compensation
(dollars in thousands, except per share information)
The Company`s 2008 Equity Incentive Plan (`the Plan`), which is
shareholder-approved, permits the grant of stock options to its officers,
employees, consultants and non-employee directors for up to 223,448 shares
of common stock. Option awards are granted with an exercise price equal
to the market price of the Company`s common stock at the date of grant;
those option awards have vesting periods determined by the Company`s
compensation committee and have terms that shall not exceed 10 years.
On May 20, 2008, the Company granted options to purchase 58,000 shares of
stock to directors and certain key officers. The exercise price of the options
is $18.03 per share. The options vest in five equal installments over a
five-year period and have a term of 10 years. As of March 31, 2009 none
of the options had been forfeited and all the options were non-dilutive
and excluded from the diluted earnings per share calculation.
The fair value of each option award is estimated on the date of grant
using a closed form option valuation (Black-Scholes) model that uses the
assumptions noted in the table below. Expected volatilities are based on
historical volatilities of the Company`s common stock. The Company uses
historical data to estimate option exercise and post-vesting termination
behavior. (Employee and management options are tracked separately.) The
expected term of options granted is based on historical data and represents
the period of time that options granted are expected to be outstanding, which
takes into account that the options are not transferrable. The risk-free
interest rate for the expected term of the option is based on the U.S.
Treasury yield curve in effect at the time of the grant.
The fair value of options granted of $1.83 was determined using the following
weighted-average assumptions as of grant date.
Risk-free interest rate 3.19%
Expected term (years) 6.5
Expected stock price volatility 13.76%
Dividend yield 3.60%
The total compensation cost that has been charged against income for the
plan was $12 for the three period ended March 31, 2009. The total income
tax benefit was $4 for the same period. As of March 31, 2009, there was $66
of total unrecognized compensation cost related to nonvested stock options
granted under the Plan. The cost is expected to be recognized over a
weighted-average period of 4.1 years. At March 31, 2009, no options are
vested and the outstanding options have no intrinsic value. The
weighted-average remaining contractual term is 9.1 years.
Note 5 ~ Fair Value
Statement 157 establishes a fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The standard describes three levels of
inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets that the entity has the ability to access as of the measurement
date.
Level 2: Significant other observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be
corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity`s
own assumptions about the assumptions that market participants would use in
pricing an asset or liability.
The fair values of securities available for sale are determined by obtaining
quoted prices on nationally recognized securities exchanges (Level 1 inputs)
or matrix pricing, which is a mathematical technique widely used in the
industry to value debt securities without relying exclusively on quoted
prices for the specific securities but rather by relying on the relationship
to other benchmark quoted securities (Level 2 inputs).
The fair value of impaired loans with specific allocations of the allowance
for loan losses is generally based on recent real estate appraisals. These
appraisals may utilize a single valuation approach or a combination of
approaches including comparable sales and the income approach. Adjustments
are routinely made in the appraisal process by the appraisers to adjust for
differences between the comparable sales and income data available. Such
adjustments are typically significant and result in a Level 3 classification
of the inputs for determining fair value.
Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are
summarized below:
Fair Value Measurements
At March 31, 2009 Using
Quoted Prices in Significant
Active Markets Other Significant
for Identical Observable Unobservable
Assets Inputs Inputs
(Level 1) (Level 2) (Level 3)
Assets:
Available for sale securities $ 8 $127,710 $ -
Interest rate swaps - 11 -
Liabilities:
Interest rate swaps - 11 -
Assets and Liabilities Measured on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are
summarized below:
Fair Value Measurements
At March 31, 2009 Using
Quoted Prices in Significant
Active Markets Other Significant
for Identical Observable Unobservable
Assets Inputs Inputs
(Level 1) (Level 2) (Level 3)
Assets:
Impaired loans $ - $ - $ 876
Impaired loans, which are measured for impairment using the fair value of
the collateral for collateral dependent loans, had a principal amount of
$946, with a valuation allowance of $70, resulting in no additional provision
for loan loss in the quarter.
Item 2. Management`s Discussion and Analysis of Financial Condition and
Results of Operations.
FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements as referenced in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to many risks and uncertainties. When used herein,
the terms `anticipates,` `plans,` `expects,` `believes,` and similar
expressions as they relate to the Company or its management are intended
to identify such forward looking statements. Actual results could differ
materially from those indicated by the forward-looking statements. Risks
and uncertainties that could cause or contribute to differences include,
changes in the regulatory environment, changes in business conditions and
inflation, risks associated with credit quality and other factors discussed
in the Company`s filings with the U.S. Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2008.
The Company assumes no obligation to update any forward-looking statement.
GENERAL
The Company`s results of operations are dependent primarily on net interest
income, noninterest income and its ability to control costs. Net interest
income is the difference (`spread`) between the interest income earned on
loans and securities and the cost of funds, consisting of interest paid on
deposits and borrowed funds. The interest rate spread is affected by
regulatory, economic and competitive factors that influence interest rates,
loan demand and deposit flows. The Company`s net income is also affected by,
among other things, loan fee income, provisions for loan losses, service
charges, gains on loan sales, operating expenses and franchise and income
taxes. The Company`s operating expenses principally consist of employee
compensation and benefits, occupancy and other general and administrative
expenses. The Company`s results of operations are also significantly affected
by general economic and competitive conditions, particularly changes in
market interest rates, government policies and actions of regulatory
authorities. Additionally, future changes in applicable laws, regulations or
government policies may also materially impact the Company.
OVERVIEW
Total assets increased to $339.5 million as of March 31, 2009,
from $338.0 million at December 31, 2008.
Basic and diluted earnings per share for the first three months ended
March 31, 2009 increased 18% compared to the same period in 2008. Net income
for the first three months of 2009 was $573 thousand compared to $491
thousand for the same period of 2008 or $.26 and $.22 basic and diluted
per share, respectively. The improvement in earnings was caused by an
increase in the net interest income of $249 thousand, a decrease in the
provision for loan losses of $64 thousand and an increase in noninterest
income of $53 thousand offset by an increase in noninterest expense of
$246 thousand, and an increase in income tax expense of $38 thousand.
Net interest income for the three month period ended March 31, 2009
increased 9% compared to the same period in 2008 despite a decreasing interest
rate environment. Noninterest income for the quarter ended March 31, 2009
increased 9% compared to the same period in 2008 due primarily to $152
thousand in gains on sale of securities, offset by a decrease in checking
account fees of $49 thousand. Noninterest expense for the first three months
of 2009 increased 10% compared to the same period in 2008 due primarily to an
increase of $110 thousand in FDIC deposit insurance premiums and an
increase of $94 thousand in salaries and employee benefits. The FDIC
deposit insurance premiums increased dramatically for the first quarter of
2009 and are anticipated to remain at increased levels for the next several
years. The provision for loan losses decreased to $123 thousand compared to
$187 thousand for the same period in 2008. The income tax expense increased
to $207 thousand for the three months ended March 31, 2009 compared to $169
thousand for the same period in 2008. Higher pre-tax income for the three
months ended March 31, 2009 compared to the same period in 2008 is the primary
factor causing the increase in income tax expense.
Office of the Controller of the Currency (`OCC`) regulations requires banks to
maintain certain minimum levels of regulatory capital. Additionally, the
regulations establish a framework for the classification of banks into five
categories: well-capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. Generally,
an institution is considered well-capitalized if it has a core (Tier 1)
capital ratio of at least 5.0% (based on adjusted total assets); a core
(Tier 1) risk-based capital ratio of a least 6.0%; and a total risk-based
capital ratio of at least 10.0%. The Bank had capital ratios above the
well-capitalized levels at March 31, 2009 and December 31, 2008.
The Company is not aware of any market or institutional trends, events or
uncertainties that are expected to have a material effect on liquidity,
capital resources or operations or any current recommendations by its
regulators which would have a material effect if implemented. The Company
has not engaged in sub-prime lending activities and does not plan to engage
in those activities in the future.
FINANCIAL CONDITION ~ MARCH 31, 2009, COMPARED TO DECEMBER 31, 2008
Balance Sheet
Cash and cash equivalents increased $0.3 million to $11.3 million at
March 31, 2009.
Securities available for sale increased $0.5 million due to the purchase of
$8.5 million of securities, offset by maturities and repayments of $5.7
million and $3.3 million in sales. The net unrealized gains on securities
increased to $2.9 million as of March 31, 2009 compared to $2.2 million
net unrealized gains on securities as of December 31, 2008.
Securities consist of the following at March 31, 2009 and December 31, 2008:
(dollars in thousands) Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
March 31, 2009
State and municipal $ 17,145 $ 455 $ (117)
Corporate bonds and notes 14,557 136 (810)
Mortgage-backed 96,008 3,274 -
Equity securities 8 - (15)
Total $127,718 $3,865 $ (942)
Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
December 31, 2008
U.S. government and federal agency $ 16,214 $ 234 $(193)
State and municipal 7,182 5 (453)
Corporate bonds and notes 103,836 2,616 -
Mortgage-backed 16 - (7)
Total $127,248 $2,855 $(653)
For the three months ended
March 31,
2009 2008
Sales of available for sale securities were as follows:
Proceeds $ 3,304 $ 4,067
Gross gains 152 25
Gross losses - (8)
Other than temporary impairment loss - -
The tax provision related to these net realized gains and losses (including
other than temporary impairment) was $52 and $6, respectively for the three
months ended March 31, 2009 and 2008.
Loans decreased $316 thousand during the first three months of 2009. The
loan demand in the Bank`s primary market remains soft. However, the Bank
continues to focus on enhancing it`s ability to originate commercial loans.
The Bank purchased $1.2 million of automobile loans from another Ohio bank
during the first quarter of 2009.
Loans at March 31, 2009 and December 31, 2008 were as follows:
(dollars in thousands)
March 31, December 31,
2009 2008
Collateralized by real estate:
Commercial $49,479 $48,034
Residential 54,320 54,924
Home Equity 25,126 24,442
Construction 13,676 12,846
142,601 140,246
Other:
Consumer 14,822 14,354
Commercial 22,606 25,583
Other 1,564 1,658
181,593 181,841
Unearned and deferred income (284) (292)
Allowance for loan losses (1,794) (1,718)
Total $179,515 $179,831
Allowance for loan losses is a valuation allowance for probable credit losses.
This account is increased by the provision for loan losses and decreased
by charge-offs less recoveries. The allowance balance required is established
using the following methodology:
~ All problem loans, past due loans and non-performing loans are closely
monitored and analyzed by management on an ongoing basis. A classification
rating is assigned to problem loans based on information about specific
borrower situations and estimated collateral values. These loans are
classified as either special mention, substandard, doubtful or loss.
~ Specific problem loans, past due loans or non-performing loans are
identified and analyzed individually in an effort to determine the expected
probable loss on these specifically identified loans.
~ For problem loans that are not analyzed individually, a provision is
established based on a historical migration analysis. The historical migration
analysis identifies the percentage of problem loans that have been ultimately
charged-off historically and over what time periods such loans have been
charged off. Historical migration percentages are reviewed and adjusted by
management to reflect various factors such as the growth and change in mix
of the loan portfolio and by Comptroller of the Currency regulatory guidance.
Non-individually analyzed loans are pooled and evaluated by loan type. The
probable loss on these pooled past due loans is estimated using historical
loan loss experience.
~ National and local economic conditions and other factors are also considered
in determining the adequacy of the allowance for loan losses.
~ A percentage of the allowance is allocated to specific loans, but the
entire allowance is available for any loan that, in management`s judgment,
should be charged-off.
~ The allowance for loan losses is reviewed on a regular basis to determine
the adequacy of the allowance.
The allowance for loan losses to total loans outstanding was 0.99% as of
March 31, 2009, which is an increase from 0.95% at December 31, 2008. Net
charge-offs were $47 thousand for the three months ended March 31, 2009,
compared to $695 thousand for the same period in 2008. The year-to-date 2008
charge-offs were primarily related to a $676 thousand partial charge-off of
a $1.7 million Summit County commercial real estate loan based on information
obtained in the first quarter of 2008. The ratio of non-performing loans to
total loans was 1.41% ($2,558 thousand) for March 31, 2009 compared to 1.12%
($2,013 thousand) for December 31, 2008. Non-performing loans consist of
loans that have been placed on non-accrual status and loans past due over
90 days and still accruing interest. Loans past due 30 through 89 days and
still accruing decreased from $2.1 million as of December 31, 2008 to $1.5
million as of March 31, 2009. Management believes the allowance for loan
losses is adequate as of March 31, 2009.
Total deposits increased $1.4 million as of March 31, 2009 compared to
December 31, 2008. Interest bearing demand deposits have increased $7.7
million as many of our customers choose to utilize our premium money market
deposit account product instead of time deposits. Historically
noninterest-bearing demand accounts have fluctuated based upon the liquidity
needs of our customers.
Deposits at March 31, 2009 and December 31, 2008 were as follows:
(dollars in thousands)
March 31, December 31,
2009 2008
Demand, noninterest-bearing $ 43,085 $ 46,159
Demand, interest-bearing 100,254 92,515
Savings 48,540 49,642
Time, $100,000 and over 13,388 12,937
Time, other 59,793 62,389
$265,060 $263,642
Shareholders` Equity
Shareholders` Equity
Total shareholders` equity increased $885 thousand to $37.8 million as of
March 31, 2009 from $36.9 million as of December 31, 2008. Net income for
the three months ended March 31, 2009 was $573 thousand, while dividends
declared were $176 thousand. The Company`s Board of Directors approved a
reduction in the quarterly cash dividend in March, 2009. The Board of
Directors felt it was important to conserve capital by reducing the dividend
until such time as economic stability is achieved and the outlook for credit
and business becomes clearer. Accumulated other comprehensive income
increased from $1.5 million on December 31, 2008 to $1.9 million as of
March 31, 2009.
The Bank is subject to regulatory capital requirements. The following is
a summary of the actual and required regulatory capital amounts and ratios.
(dollars in thousands) To Be Well Capitalized
For Capital Under Prompt Corrective
March 31, 2009 Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
Total capital to risk-weighted assets $27,463 12.51% $17,567 8.00% $21,959 10.00%
Tier 1 capital to risk-weighted assets 25,669 11.69% 8,783 4.00% 13,175 6.00%
Tier 1 capital to average assets 25,669 7.69% 13,359 4.00% 16,696 5.00%
To Be Well Capitalized
For Capital Under Prompt Corrective
December 31, 2008 Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
Total capital to risk-weighted assets $26,730 12.60% $16,971 8.00% $21,213 10.00%
Tier 1 capital to risk-weighted assets 25,012 11.79% 8,485 4.00% 12,728 6.00%
Tier 1 capital to average assets 25,012 7.78% 12,853 4.00% 16,066 5.00%
Statements of Cash Flows
Net cash from operating activities for the first three months of 2009 was
$273 thousand compared to $406 thousand for the same period of 2008. Net
cash from investing activities for the first three months of 2009 was
$125 thousand, compared to $866 thousand for the first three months of
2008. Net cash from financing activities was $191 thousand for the first
three months of 2009 compared to $755 thousand for the first three months
of 2008. The increase in cash and cash equivalents was $339 thousand during
the first three months of 2009. Total cash and cash equivalents was $11.3
million as of March 31, 2009 compared to $11.0 million at December 31, 2008.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED
MARCH 31, 2009 AND 2008
Net income for the first three months of 2009 was $573 thousand or $0.26 per
basic and diluted earnings per share, a 17% increase from $491 thousand or
$0.22 per basic and diluted earnings per share for the same period in 2008.
The increase was due primarily from an increase in net interest margin
and noninterest income and a decrease in the provision for loan losses,
partially offset by an increase in noninterest expense and income tax expense.
Annualized return on average equity (`ROAE`) and average assets (`ROAA`) for
the first three months of 2009 were 6.14% and 0.67%, respectively, compared
with 5.55% and 0.65% for the first three months of 2008.
Three months ended March 31,
2009 2008
(Dollars in thousands) Daily Average Average Daily Average Average
Balance Interest yield/cost (1) Balance Interest yield/cost (1)
Assets
Interest earning assets:
Securities:
Taxable $115,099 $1,464 5.19% $ 71,781 $ 934 5.25%
Nontaxable 16,658 245 5.95% 16,029 229 5.86%
(tax equivalent basis) (2)
Federal funds sold 410 - 0.00% 1,233 9 2.92%
Interest bearing deposits - - 0.00% 1,003 9 3.59%
Net loans (including
nonaccrual loans) 183,712 2,582 5.62% 190,396 3,167 6.65%
Total interest-earning assets 315,879 4,291 5.43% 280,442 4,348 6.20%
All other assets 24,298 23,107
Total assets $340,177 $303,549
Liabilities and Shareholders` Equity
Interest-bearing liabilities:
Interest-bearing checking $ 94,618 331 1.40% $ 65,029 332 2.04%
Savings 49,099 40 0.33% 52,874 84 0.64%
Time, $100,000 and over 13,235 90 2.72% 12,289 129 4.20%
Time, other 60,815 476 3.13% 66,648 701 4.21%
Other funds purchased 38,016 278 2.93% 27,356 280 4.09%
Total interest-bearing liabilities 255,783 1,215 1.90% 224,196 1,526 2.72%
Demand deposits 43,478 40,481
Other liabilities 3,592 3,498
Shareholders` equity 37,324 35,374
Total liabilities and
shareholders` equity $340,177 $303,549
Net interest income
(tax equivalent basis) (2) $3,076 $2,822
Interest rate spread (3) 3.53% 3.48%
Net yield on interest-earning assets (4) 3.90% 4.03%
Ratio of average interest-earning assets
to average interest-bearing liabilities 123.49% 125.09%
(1) Average yields are computed using annualized interest income
and expense for the periods.
(2) Tax equivalence based on highest statutory rate of 34%.
(3) Interest rate spread represents the difference between the
average yield on interest-earning assets and the average cost of
interest-bearing liabilities.
(4) Net yield on interest-earning assets represents net interest income
as a percentage of average interest-earning assets.
Interest and dividend income totaled $4.2 million, a decrease of $62 thousand
for the three months ended March 31, 2009 compared to the same period in 2008.
Adjusted on a fully tax-equivalent (`FTE`) basis the yield on earning assets
in the first three months of 2009 was 5.42% compared to 6.20% in the first
three months of 2008.
Interest expense totaled $1.2 million, a decrease of $311 thousand or
(20.4)% for the three months ended March 31, 2009 as compared to the same
period in 2008. The average cost for interest bearing liabilities was 1.90%
compared to 2.72% for the first three months of 2008.
The decrease of 82 basis points from the first three months of 2008 is the
result of change in the average volume in the mix of interest bearing
liabilities and declining interest rates. During the first three months of
2009 deposit customers continued moving funds from lower rate deposit accounts
and certificates of deposit to premium money market accounts.
Net interest income increased $249 thousand, or 9.1% for the three month
period ended March 31, 2009 as compared to March 31, 2008. During the first
three months of 2009, the interest rate spread increased 4 basis points on
a FTE basis when compared to the first three months of 2008.
Provision for loan losses totaled $123 thousand for the first three months
of 2009 compared to $187 thousand for the same period in 2008. Non-performing
loans were $2.6 million as of March 31, 2009 compared to $2.0 million as of
December 31, 2008. Classified loans remain unchanged at $7.2 million as of
December 31, 2008. Loans past due 30 through 89 days and still accruing
decreased from $2.1 million as of December 31, 2008 to $1.5 million as of
March 31, 2009.
Each quarter, management reviews the adequacy of the allowance for loan
losses by reviewing the overall quality and risk profile of the Company`s
loan portfolio, by reviewing specific problem credits and assessing the
potential for losses based on expected cash flows or collateral values,
by reviewing trends in problem loan levels, by updating loss history for
the Company`s loans, by analyzing the growth and change in mix of the
portfolio, and by analyzing economic trends that are believed to impact
the Company`s borrowers. Management reviewed all of these factors and
determined the allowance for loan losses was adequate as of March 31, 2009.
Noninterest income for the quarter ended March 31, 2009 increased to
$645 thousand or 9.0%, from $592 thousand for the same period in 2008.
The increase in noninterest income for the quarter ended March 31, 2009 was
due to gains on sale of securities of $152 thousand.
Noninterest expense for the quarter ended March 31, 2009 was $2.7 million,
an increase of 9.9% from $2.5 million for the same period in 2008. The
increase in noninterest expense was due primarily to an increase in the
FDIC deposit insurance premium and an increase in salaries and employee
benefits.The FDIC has provided guidance to the banking industry that a
special one-time assessment will probably be charged during the second
quarter of 2009. Management estimates the expense related to this
assessment will be approximately $250 thousand, which is based on ten
basis points of deposit balances.
Income tax expense was $207 thousand for the three months ended
March 31, 2009 which represents an increase of 22.5% compared to the same
period in 2008. Higher pre-tax income for the three months ended
March 31, 2009 compared to the same period in 2008 is the primary factor
causing the increase in income tax expense.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Economic Value of Equity
The economic value of equity, (EVE), is the difference between the net
present value of the assets and the net present value of liabilities.
EVE can be thought of as the liquidation value of the Bank on the date
the calculation is made. Calculating EVE involves using a discount rate
to calculate the net present value of assets and liabilities after making
assumptions about the duration of assets and liabilities. As interest rates
change, the discount rate changes and the change in interest rates effects
the duration of assets and liabilities. If interest rates fall, for example,
the duration of loans shortens since borrowers tend to prepay by refinancing
their loan. Conversely the duration of loans increases if interest rates rise
since borrowers are inclined to hold on to the favorable rate they were able
to obtain in the lower interest rate environment.
In 2007, the Board of Directors adopted revised limits on a decline in the
economic value of equity (EVE) and earnings at risk (EAR) given changes in
interest rates. These limits are that EVE shall not decline by more than 10%,
20% and 30% given a 1%, 2% and 3% increase or decrease in interest rates
respectively and that EAR shall not be greater than 8%, 16% or 24% given a
1%, 2% or 3% increase or decrease in interest rates respectively. The
following illustrates our equity at risk in the economic value of equity model.
March 31, 2009
Basis Point Change in Rates +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp
Increase (decrease) in EVE (2.3)% 1.2% 2.3% (5.2)% nm nm
December 31, 2008
Basis Point Change in Rates +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp
Increase (decrease) in EVE (11.0)% (4.3)% (0.5)% (1.8)% (15.5)% (28.6)%
nm - not meaningful
The Bank is in compliance with the interest rate risk policy limits related
to EVE as of March 31, 2009 and December 31, 2008.
Earnings at Risk
Earnings at risk, is the amount by which net interest income will be affected
given a change in interest rates. The interest income and interest expense
for each category of earning assets and interest bearing liabilities is
recalculated after making up and down assumptions about the change in interest
rates. Changes in prepayment speeds and repricing speeds are also taken into
account when computing earnings at risk given a change in interest rates.
The following illustrates the effect on earnings or EAR given rate increases
of 100 to 300 basis points and decreases in interest rates of 100 to 300 basis
points.
March 31, 2009
Basis Point Change in Rates +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp
Increase (decrease) in Earnings (2.3)% (0.8)% 0.1% 0.1% nm nm
December 31, 2008
Basis Point Change in Rates +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp
Increase (decrease) in Earnings (19.0)% (12.1)% (5.7)% 7.8% 1.4% (5.5)%
nm - not meaningful
The Bank is in compliance with the interest rate risk policy limits related
to EAR as of March 31, 2009 and December 31, 2008.
Item 4T. Controls and Procedures
TThe Company carried out an evaluation, under the supervision and with the
participation of the Company`s management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design
and operation of the Company`s disclosure controls and procedures as of
March 31, 2009, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company`s disclosure controls and procedures were, to
the best of their knowledge, effective as of March 31, 2009, in timely
alerting them to material information relating to the Company (including
its consolidated subsidiary) required to be included in the Company`s
periodic SEC filings.
There were no changes in the Company`s internal controls over financial
reporting during the three months ended March 31, 2009 that materially
affected or are reasonably likely to materially affect the Company`s
internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ~ None
Item 1A. Risk Factors - There have been no significant changes
in the Company`s risk
factors as outlined in The Company`s Form 10-K for
the period ending December 31, 2008.
Item 2. Unregistered Sales of Equity 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 ~ None
Item 6. Exhibits
Exhibit No. If incorporated by Reference,
Under Reg. Documents with Which Exhibit
S-K, Item 601 Description of Exhibits Was Previously Filed with SEC
(3.1) Amended Articles of Incorporation Annual Report 10-K filed 3/26/04
File No. 000-14773
(3.2) Code of Regulations Annual Report 10-K filed 3/26/04
File No. 000-14773
(10.1) Directors Defined Benefit Plan Annual Report 10-K filed 3/29/01
Agreement File No. 000-14773
(10.2) Employment Agreement entered into Special Report 8-K filed 12/7/06
By David C. Vernon and National
Bancshares and First National Bank
(10.3) Special Separation Agreement of Quarterly Report 10-Q filed
James R. VanSickle 8/14/07 File No. 000-14473
(10.4) Employment Agreement entered into Annual Report 10-K filed 3/28/08
By Thomas M. Fast and National
Bancshares and First National Bank
(11) Computation of Earnings per Share See Consolidated Statements of
Income and Comprehensive
Income Page 4
(31.1) Certification
(31.2) Certification
(32) Certification
No other exhibits are required to be filed herewith pursuant to Item 601 of
Regulation S-K.
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.
National Bancshares Corporation
Date: May 15, 2009 /s/David C. Vernon
David C. Vernon, President and
Chief Executive Officer
Date: May 15, 2009 /s/James R. VanSickle
James R. VanSickle, Chief Financial
Officer
Exhibit 31.1
CERTIFICATIONS
I, David C. Vernon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Bancshares
Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant`s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant`s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant`s internal control
over financial reporting that occurred during the registrant`s most recent
fiscal quarter (the registrant`s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant`s internal control over financial
reporting; and
5. The registrant`s other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant`s auditors and the audit committee of the registrant`s
board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant`s ability to record, process,
summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant`s internal control
over financial reporting.
Date: May 15, 2009
/s/ David C. Vernon
David C. Vernon, President and
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, James R. VanSickle, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Bancshares
Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant`s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant`s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant`s internal control
over financial reporting that occurred during the registrant`s most recent
fiscal quarter (the registrant`s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant`s internal control over financial
reporting; and
5. The registrant`s other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant`s auditors and the audit committee of the registrant`s
board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant`s ability to record, process,
summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant`s internal
control over financial reporting.
Date: May 15, 2009
/s/James R. VanSickle
James R. VanSickle, Chief Financial
Officer
Exhibit 32
SECTION 1350 CERTIFICATION OF QUARTERLY REPORT ON FORM 10-Q
OF
NATIONAL BANCSHARES CORPORATION
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
The undersigned are the President and Chief Financial Officer of National
Bancshares Corporation (the ~Registrant~). This Certification is made
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This
Certification accompanies the Quarterly Report on Form 10-Q of the
Registrant for the quarterly period ended March 31, 2009.
We certify that such Quarterly Report on Form 10-Q fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in such 10-Q Report fairly presents,
in all material respects, the financial condition and results of operations
of the Registrant.
This Certification is executed as of May 15, 2009
/s/ David C. Vernon
David C. Vernon,
President and
Chief Executive
Officer
/s/ James R. VanSickle
James R. VanSickle,
Chief Financial
Officer