United States Securities and Exchange Commission Washington, D. C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended Commission File Number: June 30, 1997 0-15204 National Bankshares, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1375874 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 South Main Street P.O. Box 90002 Blacksburg, Virginia 24062-9002 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (540)552-2011 ------------- 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 July 31, 1997 - ------------------------------- --------------------------------- Common Stock, $2.50 Par Value 3,792,833 (This report contains 25 pages) National Bankshares, Inc. and Subsidiaries Form 10-Q Index Page ---- Part I Financial Information - -------------------------------- Item 1 - Financial Statements Consolidated Balance Sheets, June 30, 1997 and December 31, 1996 4-5 Consolidated Statements of Income, Six Months Ended June 30, 1997 and 1996 6 Consolidated Statements of Income, Three Months Ended June 30, 1997 and 1996 7 Consolidated Statements of Changes in Stockholders' Equity, Six Months Ended June 30, 1997 and 1996 8 Consolidated Statements of Cash Flows Six Months Ended June 30, 1997 and 1996 9-10 Selected Consolidated Financial Data 11-16 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 17-23 Part II Other Information - ---------------------------- Items 1 - 3 - Legal Proceedings; Changes in Securities; Defaults upon Senior Securities 24 Item 4 - Submission of Matters to a Vote of Security Holders 24 Item 5 - Other Information 24 Item 6 - Exhibits and Reports on Form 8-K 24 Signatures 25 -2- National Bankshares, Inc. and Subsidiaries Part I ------ Financial Information --------------------- Item 1. Financial Statements The consolidated financial statements of National Bankshares, Inc. (Bankshares) and its wholly-owned subsidiaries, The National Bank of Blacksburg (NBB) and Bank of Tazewell County (BTC), (the Company), conform to generally accepted accounting principles and to general practices within the banking industry. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of management, all adjustments consisting of normal recurring adjustments which are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the six months ended June 30, 1997 are not necessarily indicative of results of operations for the full year or any other interim period. The interim period consolidated financial statements and financial information included herein should be read in conjunction with the notes to consolidated financial statements included in the Company's 1996 Annual Report to Stockholders and additional information supplied in the 1996 Form 10-K. -3- National Bankshares, Inc. and Subsidiaries Consolidated Balance Sheets June 30, 1997 and December 31, 1996 (Unaudited) June 30, December 31, ($000's, except share and per share data) 1997 1996 ========= ============ Assets Cash and due from banks $ 12,838 9,989 Interest-bearing deposits 2,837 91 Federal funds sold --- 1,910 Securities available for sale 60,684 62,534 Securities held to maturity (fair value $97,186 in 1997 and $108,755 in 1996) 97,176 108,710 Mortgage loans held for sale 215 516 Loans: Real estate construction loans 10,226 6,295 Real estate mortgage loans 43,318 43,917 Commercial and industrial loans 96,934 87,519 Loans to individuals 63,131 60,991 -------- ------- Total loans 213,609 198,722 Less unearned income and deferred fees (2,537) (2,549) -------- ------- Loans, net of unearned income and deferred fees 211,072 196,173 Less allowance for loan losses (2,438) (2,575) -------- ------- Loans, net 208,634 193,598 -------- ------- Bank premises and equipment, net 5,124 5,037 Accrued interest receivable 3,529 3,510 Other real estate owned, net 447 474 Other assets 2,474 2,481 -------- ------- Total assets $393,958 388,850 ======== ======= Liabilities and Stockholders' Equity Noninterest-bearing demand deposits $ 44,786 44,096 Interest-bearing demand deposits 74,312 73,804 Savings deposits 47,847 48,164 Time deposits 170,624 168,520 -------- ------- Total deposits 337,569 334,584 -------- ------- Other borrowed funds 1,384 627 Accrued interest payable 668 700 Other liabilities 919 1,495 -------- ------- Total liabilities 340,540 337,406 -------- ------- Common stock subject to ESOP put option 1,893 1,643 -------- ------- -4- Stockholders' equity: Preferred stock of no par value. Authorized 5,000,000 shares; none issued and outstanding --- --- Common stock of $2.50 par value. Authorized 5,000,000 shares; issued and outstanding 3,792,833 shares 9,482 9,482 Retained earnings 44,160 42,210 Net unrealized losses on securities available for sale (224) (248) Common stock subject to ESOP put option (1,893) (1,643) -------- ------- Total stockholders' equity 51,525 49,801 Commitments and contingent liabilities --- --- -------- ------- Total liabilities and stockholders' equity $393,958 388,850 ======== ======= -5- National Bankshares, Inc. and Subsidiaries Consolidated Statements of Income Six Months Ended June 30, 1997 and 1996 (Unaudited) June 30, June 30, ($000's, except per share data) 1997 1996 ========= ========= Interest Income Interest and fees on loans $ 9,422 8,290 Interest on interest-bearing deposits 81 7 Interest on federal funds sold 231 270 Interest on securities - taxable 3,983 4,645 Interest on securities - nontaxable 918 1,044 ------- ------ Total interest income 14,635 14,256 ------- ------ Interest Expense Interest on time deposits of $100,000 or more 1,103 1,023 Interest on other deposits 5,317 5,496 Interest on borrowed funds 31 13 ------- ------ Total interest expense 6,451 6,532 ------- ------ Net interest income 8,184 7,724 Provision for loan losses 209 110 ------- ------ Net interest income after provision for loan losses 7,975 7,614 ------- ------ Noninterest Income Service charges on deposit accounts 561 559 Other service charges and fees 135 123 Credit card fees 288 260 Trust income 380 245 Other income 12 5 Realized securities gains 14 4 ------- ------ Total noninterest income 1,390 1,196 ------- ------ Noninterest Expense Salaries and employee benefits 2,702 2,464 Occupancy and furniture and fixtures 569 509 Data processing and ATM 169 175 FDIC assessment 14 1 Credit card processing 271 220 Goodwill amortization 15 15 Net costs of other real estate owned 2 6 Other operating expense 1,210 1,290 ------- ------ Total noninterest expense 4,952 4,680 ------- ------ Income before income tax expense 4,413 4,130 Income tax expense 1,212 1,141 ------- ------ Net income $ 3,201 2,989 ======= ====== Net income per share $ 0.84 0.79 ======= ====== -6- National Bankshares, Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended June 30, 1997 and 1996 (Unaudited) June 30, June 30, ($000's, except per share data) 1997 1996 ========= ========= Interest Income Interest and fees on loans $ 4,820 4,308 Interest on interest-bearing deposits 61 7 Interest on federal funds sold 149 107 Interest on securities - taxable 1,985 2,306 Interest on securities - nontaxable 455 543 ------- ------ Total interest income 7,470 7,271 ------- ------ Interest Expense Interest on time deposits of $100,000 or more 570 508 Interest on other deposits 2,674 2,734 Interest on borrowed funds 6 8 ------- ------ Total interest expense 3,250 3,250 ------- ------ Net interest income 4,220 4,021 Provision for loan losses 100 65 ------- ------ Net interest income after provision for loan losses 4,120 3,956 ------- ------ Noninterest Income Service charges on deposit accounts 283 301 Other service charges and fees 51 68 Credit card fees 168 150 Trust income 198 113 Other income 6 3 Realized securities gains 6 --- ------- ------ Total noninterest income 712 635 ------- ------ Noninterest Expense Salaries and employee benefits 1,330 1,262 Occupancy and furniture and fixtures 325 246 Data processing and ATM 95 96 FDIC assessment 11 1 Credit card processing 151 123 Goodwill amortization 8 7 Net costs of other real estate owned 1 3 Other operating expense 590 654 ------- ------ Total noninterest expense 2,511 2,392 ------ ------- Income before income tax expense 2,321 2,199 Income tax expense 650 605 ------- ------ Net income $ 1,671 1,594 ======= ====== Net income per share $ 0.44 0.42 ======= ====== -7- National Bankshares, Inc. and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity Six Months Ended June 30, 1997 and 1996 (Unaudited) Net Unrealized Gains Common (Losses) Stock on Subject Securities To ESOP ($000's, except per Common Retained Available Put share data) Stock Earnings For Sale Option Total ====== ========= ========== ====== ===== Balances, December 31, 1995 $9,482 38,390 282 --- 48,154 Net income --- 2,989 --- --- 2,989 Cash dividends ($.30 per share) --- (572) --- --- (572) Cash dividends of BTC prior to merger --- (510) --- --- (510) Change in net unrealized gains (losses) on securities available for sale, net of income tax benefit of $750 --- --- (1,456) --- (1,456) ------ ------ ------ ------ ------ Balances, June 30, 1996 $9,482 40,297 (1,174) --- 48,605 ====== ====== ====== ====== ====== Balances, December 31, 1996 $9,482 42,210 (248) (1,643) 49,801 Net income --- 3,201 --- --- 3,201 Cash dividend ($.33 per share) --- (1,251) --- --- (1,251) Change in net unrealized gains (losses) on securities available for sale, net of income tax expense of $12 --- --- 24 --- 24 Change in common stock subject to ESOP put option --- --- --- (250) (250) ------ ------ ------ ------ ------ Balances, June 30, 1997 $9,482 44,160 (224) (1,893) 51,525 ====== ====== ====== ====== ====== -8- National Bankshares, Inc. and Subsidiaries Consolidated Statements of Cash Flows Six Months Ended June 30, 1997 and 1996 (Unaudited) June 30, June 30, ($000's) 1997 1996 ========= ========= Cash Flows From Operating Activities Net Income $ 3,201 2,989 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 209 110 Provision for deferred income taxes (127) (146) Depreciation of bank premises and equipment 265 252 Amortization of intangibles 29 15 Amortization of premiums and accretion of discounts, net (11) 9 Gains on bank premises and equipment disposals (2) --- Losses on sales and calls of securities available for sale, net --- 4 Gains on calls of securities held to maturity, net (14) --- Net (increase) decrease in mortgage loans held for sale 301 (46) (Increase) decrease in: Accrued interest receivable (19) (168) Other assets 93 281 Increase (decrease) in: Accrued interest payable (32) (81) Other liabilities (576) (966) ------- ------ Net cash provided by operating activities 3,317 2,253 ------- ------ Cash Flows From Investing Activities Net (increase) decrease in federal funds sold 1,910 (225) Net (increase) decrease in interest-bearing deposits (2,746) (151) Proceeds from calls and maturities of securities available for sale 4,741 8,036 Proceeds from calls and maturities of securities held to maturity 18,370 22,953 Purchases of securities available for sale (2,852) (6,708) Purchases of securities held to maturity (6,816) (13,206) Purchases of loan participations (1,149) (4,496) Collections of loan participations 1,070 484 Net (increase) decrease in loans made to customers (15,222) (13,614) Proceeds from disposal of other real estate owned 29 21 Recoveries on loans charged off 56 31 Bank premises and equipment expenditures (350) (228) Proceeds from sale of bank premises and equipment --- 3 ------- ------ Net cash used in investing activities (2,959) (7,100) ------- ------ -9- Cash Flows From Financing Activities Net increase (decrease) in time deposits 2,104 330 Net increase (decrease) in other deposits 881 5,830 Net increase (decrease) in other borrowed funds 757 918 Cash dividends paid (1,251) (1,082) ------- ------ Net cash provided by financing activities 2,491 5,996 ------- ------ Net increase (decrease) in cash and due from banks 2,849 1,149 Cash and due from banks at beginning of period 9,989 10,041 ------- ------ Cash and due from banks at end of period $12,838 11,190 ======= ====== Supplemental Cash Flow Information Unrealized gains (losses) in securities available for sale (gross) $ (339) (1,779) Deferred income tax benefit 115 605 ------- ------ Net unrealized gains (losses) on securities available for sale $ (224) (1,174) ======= ====== Loans charged to the allowance for loan losses $ 402 191 ======= ====== Interest paid $ 6,483 6,613 ======= ====== Cash paid for income taxes $ 1,585 989 ======= ====== -10- National Bankshares, Inc. and Subsidiaries Selected Balance Sheet Data June 30, December 31, ($000's) 1997 1996 ========= ============ Selected Data at Period-end Loans, net $208,634 193,598 Total securities 157,860 171,244 Total assets 393,958 388,850 Total deposits 337,569 334,584 Stockholders' equity 51,525 49,801 Selected Data Daily Averages Loans, net $198,482 177,419 Total securities 160,822 177,403 Total assets 392,171 388,045 Total deposits 336,150 335,938 Stockholders' equity 50,779 49,459 -11- National Bankshares, Inc. and Subsidiaries Selected Income Statement Data For the periods ended June 30, December 31, ($000's, except per share data) 1997 1996 1996 ====== ====== ============ Selected Income Statement Data Interest income $14,635 14,256 28,647 Interest expense 6,451 6,532 13,036 Net interest income 8,184 7,724 15,611 Provision for loan losses 209 110 331 Noninterest income 1,390 1,196 2,693 Noninterest expense 4,952 4,680 9,515 Income taxes 1,212 1,141 2,341 Net income 3,201 2,989 6,117 Selected Ratios and Per Share Data Return on average assets 1.65% 1.55% 1.58% Return on average equity 12.29% 12.29% 12.37% Net income per share $ 0.84 0.79 1.61 Book value per share 14.08 12.81 13.56 Note - Return on average equity and book value per share has been computed including common stock subject to ESOP put option as a part of stockholders' equity. At June 30, 1997 and December 31, 1996, the return on average equity and book value per share, excluding the common stock subject to ESOP put option from stockholders' equity, were 12.71% and 12.74%, and $13.85 and $13.36, respectively. -12- National Bankshares, Inc. and Subsidiaries Average Balances and Interest Rates For the periods ended June 30, 1997 June 30, 1996 December 31, 1996 Average Yield/ Average Yield/ Average Yield/ ($000's) Balance Cost Balance Cost Balance Cost ======= ======= ======= ======= ======= ======= Interest-earning assets(1) $370,857 8.25% 367,910 8.09% 364,575 8.16% Interest-bearing liabilities 294,720 4.41% 294,738 4.44% 294,374 4.43% ----- ----- ----- Net interest spread 3.84% 3.65% 3.73% ===== ===== ===== Net interest margin 4.74% 4.53% 4.59% ===== ===== ===== (1) The yield on interest earning assets is shown on a fully tax equivalent basis. -13- National Bankshares, Inc. and Subsidiaries Interest Rate Sensitivity ($000's) <3 Months 6 Months 12 Months 1-5 Years >5 Years ========= ======== ========= ========= ======== Interest-earning assets $ 71,865 21,155 46,695 149,771 80,060 Interest-bearing liabilities 160,490 33,409 57,195 42,509 564 Gap (88,625) (12,254) (10,500) 107,262 79,496 Cumulative gap (88,625) (100,879) (111,379) (4,117) 75,379 NOTE: Data shown reflects the earliest of the next repricing opportunity or maturity. -14- National Bankshares, Inc. and Subsidiaries Loan Loss Data For the periods ended June 30, June 30, December 31, ($000's) 1997 1996 1996 ========= ========= ============ Balance at beginning of period $ 2,575 2,625 2,625 Provision for loan losses 209 110 331 Loans charged off (402) (191) (506) Recoveries 56 31 125 ------- ------ ------ Balance at end of period $ 2,438 2,575 2,575 ======= ====== ====== Ratio of allowance for loan losses to loans, net of unearned income and deferred fees 1.16% 1.40% 1.31% ======= ====== ====== Ratio of net charge-offs to average loans, net of unearned income and deferred fees (1) .35% .18% .21% ======= ====== ====== Ratio of allowance for loan losses to nonperforming loans (2) 679.11% 368.90% 418.02% ======= ====== ====== (1) Net charge-offs are calculated on an annualized basis. (2) The Company defines nonperforming loans as total nonaccrual and restructured loans. Loans 90 days past due and still accruing are excluded from nonperforming loans. -15- National Bankshares, Inc. and Subsidiaries Nonperforming Assets, Past Due Loans and Impaired Loans June 30, June 30, December 31, ($000's) 1997 1996 1996 ========= ========= ============ Nonperforming Assets Nonaccrual loans $ 359 698 616 Restructured loans --- --- --- ------ ------ ------ Total nonperforming loans 359 698 616 ------ ------ ------ Nonaccrual securities (Net of valuation allowance) --- 215 80 Foreclosed property 447 741 474 Other repossessed property --- 17 27 ------ ------ ------ Total foreclosed and repossessed properties 447 758 501 ------ ------ ------ Total nonperforming assets $ 806 1,671 1,197 ====== ====== ====== Ratio of nonperforming assets to loans, net of unearned income and deferred fees and foreclosed/ repossessed assets .21% .79% .57% ====== ====== ====== Accruing Loans Past Due 90 Days or More Past due 90 days or more and still accruing $ 504 436 458 ====== ====== ====== Ratio of loans past due 90 days or more to loans, net of unearned income and deferred fees .24% .24% .23% ====== ====== ====== Impaired Loans Total impaired loans $ 464 786 725 ====== ====== ====== Impaired loans with a valuation allowance $ 188 376 371 Valuation allowance (106) (294) (290) ------ ------ ------ Impaired loans, net of allowance $ 82 82 81 ====== ====== ====== Impaired loans with no valuation allowance $ 276 410 354 ====== ====== ====== Average recorded investment in impaired loans $ 551 812 800 ====== ====== ====== Income recognized on impaired loans $ 6 16 33 ====== ====== ====== Amount of income recognized on a cash basis $ 6 --- 23 ====== ====== ====== -16- National Bankshares, Inc. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations The purpose of this discussion is to set forth information about the financial condition and results of operations of National Bankshares, Inc. and its wholly-owned subsidiaries (the Company), which are not otherwise apparent from the consolidated financial statements and other information included in this report. Reference should be made to the financial statements and other information included in this report as well as the 1996 Annual Report and Form 10-K for an understanding of the following discussion and analysis. Results of Operations 1997 vs 1996 - ------------------------------------- Net Income for the six months ended June 30, 1997 was $3,201,000 which represents an increase of $212,000 or 7.09% over the first six months of 1996. The return on average assets as of June 30, 1997 and June 30, 1996 were 1.65% and 1.55%, respectively. The return on average equity was 12.71% and 12.29% at June 30, 1997 and 1996, respectively. Earnings per share at the end of the second quarter was $0.84 per share, an increase of $0.05 per share over the second quarter of 1996. The overall improvement in performance was attributable to continued loan growth. Noninterest expense categories reflected controlled increases. Income tax expense increased as a result of the higher level of taxable income. Net Interest Income - ------------------- Net interest income at the end of the first six months of 1997 was $8,184,000 an increase of $460,000 or 5.96% over the same period in 1996. The net interest margin increased to 4.74% from 4.53%. The yield on earning assets rose from 8.09% at the end of the second quarter of 1996 to 8.25% at the end of the first six months of 1997, primarily due to continued loan growth. The cost to fund earning assets was 3.51% at June 30, 1997, a five basis point decline from the same period the previous year. During the period, the Company funded its loan growth from the maturities and calls of investment securities. The absorption of existing excess funds allowed the Company to exercise a greater degree of control over interest expense. Provision for Loan Losses - ------------------------- The provision for loan losses for the period ended June 30, 1997 was $209,000, an increase of $99,000 or 90.00%. The increased level of the provision in 1997 was primarily due to loan growth and the need to maintain a satisfactory ratio of the allowance for loan losses to loans. Net charge-offs, which bear directly on the amount of the provision, were up $186,000 when the first half of 1997 and 1996 are compared. This increased level of net charge- offs reflects the write-off of previously identified and allocated credits and does not reflect an overall deterioration of asset quality or the initial stages of a declining trend. -17- Management anticipates that additional provisions will be needed in future periods to ensure an adequate allowance for loan losses, due in most part to future loan growth. Since the amount of the provision is largely dependent on loan growth, the level of which is difficult to ascertain, management is unable to precisely determine the amount of provisions that may ultimately be necessary. Noninterest Income - ------------------ Noninterest income for the period ended June 30, 1997 was $1,390,000 an increase of $194,000 or 16.22% when compared to the same period the prior year. In this category, trust income exhibited the most significant increase rising $135,000 or 55.10%. Trust income is dependent on the market value of assets managed, types of services performed and new business. The increase in 1997 income was the result of a combination of these factors. Credit card fees for the first half of 1997 were $288,000, an increase of 10.77% over the first six months of 1996. This increase was primarily due to increases in the volume of activity. Other noninterest income categories showed only nominal increases in dollar volume. Noninterest Expense - ------------------- Noninterest expense for the first six months of 1997 was $4,952,000 which represents an increase of $272,000 or 5.81% from the same period the previous year. This increase was primarily the result of the absence of merger related expenses incurred in 1996, offset to a degree by normal increases in other expenses included in this category. Salary and benefits expense, along with occupancy expense, contained additional expenses related to the opening of a new branch office. Credit card processing expense increased by $51,000, which was attributable to a general increase in business volume. FDIC expense increased due to the imposition of a new assessment. This assessment affects all banks and is being used to fund interest payments on bonds issued to resolve the long term effects of the savings and loan crisis. In a recent decision, management has elected to go forward with a major upgrade of its data processing systems. A second major project has also been approved which involves the building of a new facility to house various banking departments, for which office space is currently leased. These projects are expected to increase the Company's noninterest expense. These additional expenses will in part be offset by the elimination of lease payments for space presently utilized for banking operations. -18- Results of Operations Three Months Ended June 1997 vs June 1996 - ------------------------------------------------------------------ Net income for the quarter ending June 30, 1997 was $1,671,000 which represents an increase of $77,000 or 4.83% over the quarter ending June 30, 1996. Earnings per share for the second quarter of 1997 were $0.44, an increase of $.02 per share over the second quarter of 1996. Net Interest Income - ------------------- Second quarter 1997 net interest income was $4,220,000 an increase of $199,000 or 4.95% over the second quarter of 1996. This increase was due to increased interest income associated with loan growth. Provision for Loan Losses - ------------------------- The provision for loan losses for the second quarter of 1997 was $100,000 and $65,000 for the same period in 1996. Continuing loan growth and the necessity to maintain an adequate allowance for loan losses prompted the increase. The increase does not represent a change in the trend of asset quality. Noninterest Income - ------------------ Overall, total noninterest income for the second quarter of 1997 increased $77,000 or 12.13% over the same quarter of the previous year. Service charges on deposit accounts declined by $18,000 or 5.98%, the result of a lower volume of charges. Other service charge income declined by $17,000 or 25.00%. This category contains various miscellaneous items which can vary from time to time. Offsetting these declines was trust income, which rose $85,000 or 75.22%, and credit card fees which increased $18,000 or 12.00%, when the second quarter of 1997 and 1996 are compared. The increase in trust income was due to a combination of factors including the acquisition of new business, types of services provided during the quarter and market value of assets managed. The remaining categories, other income and net realized gains and losses, increased slightly. Noninterest Expense - ------------------- Total noninterest expense for the second quarter of 1997 was $2,511,000, an increase of $119,000 or 4.97%. -19- Salaries and benefit costs included in this category increased $68,000 or 5.39%. Normal merit increases and the opening of a new branch office in Rich Creek, Virginia contributed to this increase. Occupancy expense also increased, attributable to costs associated with a new branch office, lease expenses for additional office space and the acquisition of other fixed assets. FDIC expense increased due to the previously mentioned new assessment related to the resolution of the savings and loan crisis. Other expenses decreased $64,000 or 9.79%. This was due primarily to the absence of 1996 merger expenses, reduced to a degree by normal operating cost increases. Balance Sheet - ------------- Total assets at June 30, 1997 were $393,958,000, an increase of $5,108,000 or 1.31% when compared to December 31, 1996. Total average daily assets at June 30, 1997 were $392,171,000, which represents an increase of $4,126,000 or 1.06% from December 31, 1996. Total investments at June 30, 1997 were $157,860,000, a decline of $13,384,000 or 7.82%. Daily average investments at June 30, 1997 were $160,822,000 a decrease of $16,581,000 or 9.35% from December 31, 1996. Net loans at period-end increased $15,036,000 or 7.77% with average net loans rising to $198,482,000, an increase of $21,063,000 or 11.87%. The decrease in investments and increase in loans reflects the continuing reliance on internal funds, rather than new deposits, to fund new loans. Because the Company has not needed to attract new deposits or utilize other external funding sources to fund loan growth, it has avoided to a degree the higher costs associated with these sources. Growth in average daily deposits for the first six months of 1997 was less than 1%. This trend is expected to continue until excess liquidity is fully absorbed. Asset Quality - ------------- Nonperforming loans, which include nonaccrual loans and restructured loans but exclude loans past due 90 days and still accruing, totaled $359,000 at June 30, 1997 and $616,000 at December 31, 1996. Total other real estate owned was $447,000 and $474,000 at June 30, 1997 and December 31, 1996, respectively. The net charge-off ratio at June 30, 1997 was .35% compared to .21% at December 31, 1996. This increase largely reflects the charge-off of previously identified and allocated credits and does not represent a negative change in the asset quality trend. The ratio of allowance for loan losses to loans, net of unearned income and fees, was 1.16% at June 30, 1997 compared to 1.31% at December 31, 1996. This decline was due in part to loan growth and to the charge-off of the previously identified credits mentioned above. -20- Liquidity - --------- Liquidity is the ability to provide sufficient cash levels to meet financial commitments and to fund loan demand and deposit withdrawals. As mentioned previously, the Company has, and will continue to, fund loan growth and other cash needs through excess liquidity in the investment portfolio. In order to provide the best possible service to its customers, the Company has elected to make a substantial upgrade to its data processing systems. In addition, management is planning for the construction of a new office building, which is intended to replace currently leased office space. It is expected that neither project will have a material impact on the Company's liquidity. Management is not aware of any other trend, commitment or event that will result in or that are reasonably likely to result in a decrease in liquidity that would be adverse and to a degree that operations would be materially affected. Interest Rate Sensitivity - ------------------------- Interest rate sensitivity is the ability to adjust interest rates in periods of rising and falling interest rates. A positive cumulative gap indicates that in periods of rising rates interest-earning assets will reprice faster than interest-bearing liabilities. This in turn has a positive effect on earnings. The opposite would be true in a falling rate environment in which interest-earning assets would reprice downward at a faster rate than interest- bearing liabilities, compressing the interest rate spread and having a negative effect on profitability. At June 30, 1997, the Company is negatively gapped into the one to five year time period. In the event interest rates rise, the Company's profitability would be negatively affected, as its interest sensitive liabilities would reprice at a faster rate than its interest sensitive assets. The ultimate effect, however, would depend on the degree of increase in rates and the period of time at the higher rate level and subsequent shifts. The Company regularly quantifies interest rate risk and, if necessary, adjusts its asset/liability management strategy to accommodate changing conditions. Capital Resources - ----------------- Total stockholders' equity at June 30, 1997 was $51,525,000, an increase of $1,724,000 or 3.46% from December 31, 1996. This increase was primarily the result of current period net income less dividends paid. The following table sets forth the various ratios by which bank capital is measured. The Company and its subsidiaries continue to be well capitalized. -21- Capital Ratios June 30, 1997 December 31, 1996 -------------- ------------- ----------------- Total capital (to risk weighted assets) 23.41% 23.00% Tier 1 capital (to risk weighted assets) 22.37% 21.89% Tier 1 capital (to average assets, leverage ratio) 13.44% 12.96% Accounting Considerations - ------------------------- The Company adopted the provisions of SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" on January 1, 1997. This Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. It distinguishes transfers of financial assets that are sales from transfers that are secured borrowings. Adoption of this Statement did not have a material impact on the Company's consolidated financial position, results of operations or liquidity. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share". Statement 128 establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. Statement 128 simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, "Earnings per Share", and makes them comparable to international EPS standards. It replaces the presentation of primary EPS with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other controls to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Statement 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods. Earlier application is not permitted. Statement 128 requires restatement of all prior-period EPS data presented. It is not anticipated that Statement 128 will have any effect on current or prior year's EPS data presented by the Company. In June 1997, the Securities and Exchange Commission issued guidelines related to the disclosure of derivatives and other financial instruments. These guidelines require the Company to make certain disclosures related to accounting policy, as they apply to derivatives and other financial instruments. It further requires additional quantitative disclosures for fiscal year-end 1997. -22- To date, the Company's involvement in derivative products has been limited to mortgage-backed securities, CMO's, structured notes and other similar instruments that have less complex risk factors. Management investment strategy does not provide for the use of off balance sheet instruments except for loan commitments and standby letters of credit. Further management does not plan any future involvement in high risk derivative products. In June 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"(Statement 130). Statement 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. It does not, however, specify when to recognize or how to measure items that make up comprehensive income. Statement 130 was issued to address concerns over the practice of reporting elements of comprehensive income directly in equity. This Statement requires all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in equal prominence with the other financial statements. It does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. Enterprises are required to classify items of "other comprehensive income" (see the Summary for the definition of and items that make up "other comprehensive income") by their nature in the financial statement and display the balance of other comprehensive income separately in the equity section of a statement of financial position. It does not require per share amounts of comprehensive income to be disclosed. Statement 130 is applicable to all entities that provide a full set of financial statements consisting of a statement of financial position, results of operations and cash flows. Enterprises that have no items of other comprehensive income in any period presented or not-for-profit organizations required to follow the provisions of FASB Statement No. 117, "Financial Statements of Not-for-Profit Organizations", are excluded from the scope of this Statement. Statement 130 is effective for both interim and annual periods beginning after December 15, 1997. Earlier application is permitted. Comparative financial statements provided for earlier periods are required to be reclassified to reflect the provisions of this statement. Publicly traded enterprises that issue condensed financial statements for interim periods are required to report a total for comprehensive income in those financial statements. The Company plans to implement Statement 130 at the effective date. -23- National Bankshares, Inc. and Subsidiaries Part II Other Information Items 1-3. Legal Proceedings; Changes in Securities; 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 and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule (b) Form 8-K None -24- National Bankshares, Inc. and Subsidiaries Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. National Bankshares, Inc. (Registrant) Date: 08/14/97 /s/James G. Rakes ------------- ----------------------------- James G. Rakes, President and Chief Executive Officer Date: 08/14/97 /s/Joan C. Nelson ------------- ----------------------------- Joan C. Nelson, Treasurer (principal financial officer) -25-