U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 10-QSB (MARK ONE) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to _____________. Commission File Number: 0-23411 ------- Community National Corporation - ---------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Tennessee 62-1700975 - ------------------------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 19 Natchez Trace Drive, Lexington, Tennessee 38351 - --------------------------------------------- ---------- (Address of principal executive office) (Zip Code) Issuer's telephone number, including area code: (901) 968-6624 -------------- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 common stock as of the latest practicable date. Class Outstanding at July 31, 1998 - ----------------------------- ----------------------------- Common Stock, $1.00 par value 712,866 shares COMMUNITY NATIONAL CORPORATION CONTENTS PART I FINANCIAL INFORMATION Item 1: Financial Statements Page Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statements of Comprehensive Income 3 Consolidated Statement of Stockholders' Equity 4 Consolidated Statements of Cash Flows 5-6 Notes to Consolidated Financial Statements 7-8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 PART II OTHER INFORMATION 15 Signature 16 1 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED BALANCE SHEETS JUNE 30, 1998 and DECEMBER 31, 1997 (Unaudited) June 30, December 31, 1998 1997 ------------ ------------ ASSETS Cash and cash equivalents: Non-interest bearing $ 536,040 $ 211,969 Interest bearing 2,425,629 2,529,814 Investment securities: Securities held-to-maturity (estimated market value of $668,925 (1998) and $1,189,106 (1997)) 657,631 1,157,492 Securities available-for-sale, at estimated market value 3,352,325 2,518,019 Mortgage-backed and related securities: Securities held-to-maturity (estimated market value of $465,987 (1998) and $563,295 (1997)) 463,377 556,783 Securities available-for-sale, at estimated market value 2,928,294 3,461,579 Loans receivable, net 21,887,644 19,544,222 Accrued interest receivable 210,766 138,047 Real estate held for investment - 336 Premises and equipment 769,596 579,148 Stock investments: Stock in Federal Home Loan Bank, at cost 273,400 263,900 Stock in Federal Reserve Bank, at cost 237,150 237,150 Stock in Savings and Loan Data Corporation, at cost 15,000 15,000 Other assets 65,400 2,243 ------------ ------------ Total Assets $ 33,822,252 $ 31,215,702 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Liabilities: Deposits $ 24,036,899 $ 21,416,047 Advances from FHLB 778,655 821,777 Advances from borrowers for taxes and insurance 1,659 454 Accrued interest payable 177,804 169,954 Income taxes payable: Current 44,021 83,507 Deferred (3,918) 4,935 Accrued expenses and other liabilities 149,751 151,055 ------------ ------------ Total Liabilities $ 25,184,871 $ 22,647,729 ----------------- ------------ ------------ Stockholders' Equity Preferred stock, 2,000,000 shares authorized, non issued or outstanding $ -- $ -- Common stock of $1.00 par value; 8,000,000 shares authorized 712,866 issued 712,866 712,866 Additional paid-in capital 4,489,512 4,489,512 Retained earnings - substantially restricted 3,432,518 3,371,864 Accumulated other comprehensive income, net of taxes 2,484 (6,269) ------------ ------------ Total Stockholders' Equity $ 8,637,381 $ 8,567,973 ------------ ------------ Total Liabilities & Stockholders Equity $ 33,822,252 $ 31,215,702 ============ ============ /TABLE 2 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, --------------------- -------------------- 1998 1997 1998 1997 ----------- --------- -------------------- INTEREST INCOME First mortgage loans $370,791 $352,726 $ 717,631 $711,755 Consumer & other loans 106,395 13,113 183,249 18,960 Interest & dividends on investments: Taxable 43,182 32,833 90,175 87,441 Tax-exempt 12,565 18,060 25,130 36,530 Dividends 11,970 4,521 16,687 8,100 Interest on deposits with banks 24,943 21,153 53,807 26,323 Interest on mortgage-backed securities 59,813 57,198 126,560 109,430 -------- -------- ---------- -------- Total interest income $629,659 $499,604 $1,213,239 $998,539 --------------------- -------- -------- ---------- -------- INTEREST EXPENSE Interest on deposits $294,984 $255,176 $ 552,124 $508,020 Interest on advances from FHLB 15,225 18,306 31,094 36,816 -------- -------- ---------- -------- Total interest expense $310,209 $273,482 $ 583,218 $544,836 ---------------------- -------- -------- ---------- -------- Net interest income $319,450 $226,122 $ 630,021 $453,703 ------------------- Provision for loan losses 34,448 2,945 65,989 9,174 -------- -------- ---------- -------- Net interest income after provision ----------------------------------- for loan losses $285,002 $223,177 $ 564,032 $444,529 --------------- NON-INTEREST INCOME Income from real estate held for investment $ 2,275 $ 2,525 $ 5,050 $ 4,650 Service charges 31,175 22,588 62,438 36,435 Other operating income 5,821 2,830 9,948 1,525 -------- -------- ---------- -------- Total non-interest income $ 39,271 $ 27,943 $ 77,436 $ 42,610 ------------------------- -------- -------- ---------- -------- NON-INTEREST EXPENSE Compensation & benefits $113,609 $ 84,111 $ 220,669 $181,411 Occupancy & equipment 49,752 11,012 85,994 20,841 Federal deposit insurance premiums 3,505 3,598 6,869 7,434 Data processing fees 22,473 12,286 38,820 18,891 Other operating expenses 47,426 27,858 103,130 53,014 -------- -------- ---------- -------- Total non-interest expenses $236,765 $138,865 $ 455,482 $281,591 --------------------------- -------- -------- ---------- -------- Income before income taxes $ 87,508 $112,255 $ 185,986 $205,548 Income tax expense 22,614 37,988 54,043 74,274 -------- -------- ---------- -------- Net Income $ 64,894 $ 74,267 $ 131,943 $131,274 ---------- ======== ======== ========== ======== Earnings per common share $ 0.09 $ 0.21 $ 0.19 $ 0.36 ======== ======== ========== ======== Dividends paid per share $ 0.05 $ 0.20 $ 0.10 $ 0.40 ======== ======== ========== ======== 3 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 (Unaudited) June 30, ----------------------- 1998 1997 ----------- ----------- Net income $131,943 $131,274 Other comprehensive income, net of tax: Unrealized gains on securities held as available-for-sale, net of applicable deferred income taxes of $4,508 (1998) and $13,870 (1997) 8,753 18,458 -------- -------- Other comprehensive income $140,696 $149,732 ======== ======== /TABLE 4 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) Accumulated Common Stock Additional Other Total ----------------- Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Income Equity ------ ------ --------- --------- ------------- ----------- Balance at December 31, 1997 712,866 $712,866 $4,489,512 $3,371,864 $(6,269) $8,567,973 Comprehensive income: Net income 131,943 131,943 Change in unrealized gain (loss) on securities available-for-sale, net of applicable deferred income taxes of $4,508 8,753 8,753 Dividends paid ($.10 per share) - - - (71,288) - (71,288) ------- -------- ---------- ----------- ------- ---------- Balance at June 30, 1998 712,866 $712,866 $4,489,512 $ 3,432,519 $ 2,484 $8,637,381 ======= ======== ========== =========== ======= ========== /TABLE 5 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 (UNAUDITED) June 30, ---------------------------- 1998 1997 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 131,943 $ 131,274 Adjustments to reconcile net income to net cash provided by operating activities: Provision for losses on loans 65,989 9,174 Provision for depreciation 68,401 7,942 Amortizations of investment securities - premiums and discounts (net) 6,928 (836) Stock in FHLB received as dividends (9,600) (8,700) Changes in operating assets and liabilities: (Increase) decrease in interest receivable (72,719) 16,473 (Increase) decrease in other assets (63,158) (31,171) Increase (decrease) in interest payable 7,850 11,710 Increase (decrease) in income taxes (52,847) 60,826 Increase (decrease) in other liabilities (1,304) 3,207 ------------ ------------ Net Cash Provided by Operating Activities $ 81,483 $ 199,899 ----------------------------------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease in loans receivable $ (2,343,422) $ (1,113,414) Net (increase) decrease in time deposits - (900,000) Additions to premises & equipment (306,610) (165,363) Purchase of mortgage-backed securities (495,000) (505,000) Principal payments on mortgage-backed securities 580,788 396,010 Purchases of investment securities (700,000) - Proceeds from maturities of investment securities 895,000 1,606,525 ------------ ------------ Net Cash Provided by Investing Activities $ (2,369,244) $ (681,242) - ----------------------------------------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ 2,620,852 $ 1,049,244 Repayments of FHLB advances (43,122) (58,303) Net increase in advances from borrowers for taxes and insurance 1,205 (1,072) Payment of dividends (71,288) (35,134) ------------ ------------ Net Cash Provided by Financing Activities $ 2,507,647 $ 954,735 - ------------------------------------------ ------------ ------------ Increase in Cash and Cash equivalents $ 219,886 $ 473,392 ------------ ------------ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 2,741,783 $ 542,045 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,961,669 $ 1,015,437 ============ ============ /TABLE 6 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENT OF CASH FLOWS (CONT.) SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 (UNAUDITED) JUNE 30, ---------------------------- 1998 1997 ------------ ------------ Supplemental disclosure of cash flow information: Cash paid for: Interest paid $ 276,542 $ 533,126 Taxes paid 75,373 13,216 Non-cash investing: Stock dividends received from Federal Home Loan Banks 9,600 8,700 Total net increase (decrease) in unrealized loss on securities available-for-sale (6,552) 18,458 /TABLE 7 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Community National Corporation and subsidiary have been prepared in accordance with instructions for Form 10-QSB. To the extent that information and footnotes required by generally accepted accounting principles for complete financial statements are contained in the audited financial statements included in the Corporation's Annual Report for the year ended December 31, 1997, such information and footnotes have not been duplicated herein. In the opinion of management, all adjustments, consisting only of normal recurring accruals, which are necessary for the fair presentation of the interim financial statements have been included. The statements of earnings for the quarter and six months ended June 30, 1998 are not necessarily indicative of the results, which may be expected for the entire year. The December 31, 1997 consolidated balance sheet has been derived from the audited consolidated financial statements as of that date. (2) EARNINGS PER SHARE Net earnings per share of common stock for the six months ended June 30, 1998 and the three month period ended March 31, 1998 of $0.36 and $0.19, respectively, were computed by dividing the net income by the weighted average number of shares outstanding for the year. All per share amounts prior to December 11, 1997, the date of reorganization, have been adjusted for the exchange rate of 2.581243. Diluted earnings per share has not been presented because the Company has a simple capital structure. (3) NEW ACCOUNTING STANDARDS The Company adopted FASB Statement no. 130, Reporting Comprehensive Income in 1998. All periods presented are in accordance with SFAS 130. Statement no. 130 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The comprehensive income consists of unrealized gains and losses on securities classified as available-for-sale by the Company. (4) YEAR 2000 COMPLIANCE The year 2000 poses many challenges for the banking industry. Many automated applications may cease to properly function as a result of how date fields have historically been programmed. Many programs were designed and developed without considering the impact of the upcoming change in the century. Failure to address this issue in a timely manner may cause banking institutions to experience operational problems and could cause disruption of financial markets. Many experts believe that even the most prepared organizations may encounter some implementation problems. As a result, Community National Bank has developed a Year 2000 Strategic Plan (the "Plan") to take the necessary steps to insure that problems and disruptions are minimized. 8 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (UNAUDITED) The Bank's primary data processing systems are outsourced to service bureaus, which are addressing their Year 2000 program changes. The Bank's Plan includes independent verification of Year 2000 compliance with its data processing service bureau, vendors, suppliers, customers and others as may be identified. The plan also includes analyzing, testing and documenting that its personal computers and equipment the Bank owns are Year 2000 compliant. The Bank believes the cost of addressing the Year 2000 issue will have no material impact on earnings or uncertainty that would cause reported financial information not to be necessarily indicative of future operating results or financial condition. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL - ------- Community National Corporation (the "Company") was incorporated under the laws of the State of Tennessee for the purpose of holding all of the capital stock of Lexington First Federal Savings Bank ("Lexington First Federal") following the second step conversion of its former mutual holding company (the "Conversion and Reorganization"), which was completed on December 11, 1997. The Company's principal business is that of directing, planning and coordinating the business activities of the Bank. Immediately following the Conversion and Reorganization, Lexington First Federal converted to a national bank with the name Community National Bank of Tennessee (the "Bank") and remained a wholly-owned subsidiary of the Company (the "Bank Conversion"). Upon the completion of the Bank Conversion, the Company became a bank holding company. The Company has no significant assets other than its investment in the Bank, and certain cash and cash equivalents. At June 30, 1998, on a consolidated basis, the Company had total assets of $33.8 million, net loans receivable of $21.9 million, cash and investment securities of $7.0 million, mortgage-backed securities of $3.4 million, total deposits of $24.0 million and stockholders' equity of $8.6 million. The Bank is a national bank operating through its office in Lexington, Tennessee, serving Henderson County in southwestern Tennessee. The Bank is the successor to Lexington First Federal. Therefore, all references to the Bank also include its predecessor, Lexington First Federal. Until February 1997, the Bank's primary business, as conducted through its office located in Lexington, Tennessee, was the origination and holding of mortgage loans secured by single-family residential real estate located primarily in Henderson County, Tennessee, with funds obtained primarily through the attraction of savings deposits, certificate accounts with terms of 18 months or less, and Federal Home Loan Bank ("FHLB") advances. The Bank also made some construction loans on single-family residences, savings account loans, and second mortgage consumer loans. The Bank purchased mortgage-backed securities, and invested in other liquid investment securities. Beginning in February 1997, the Bank's emphasis shifted to full service banking, diversification of the loan portfolio, the origination of long term fixed rate mortgage loans solely for sale in the secondary market, and the offering of a greater variety of transaction accounts. Current Bank policy restricts fixed rate loans to five years with limited exceptions. The reduction and control of interest rate risk, and the origination of variable rate loans, short term loans and balloon loans of one, two, three and five years are emphasized. The Bank's emphasis is the diversification in the portfolio with quality consumer and commercial loans in order to both reduce and control interest rate risk, and to increase the interest rate spread. As a bank holding company, the Company is registered with and subject to regulation and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Bank is subject to comprehensive examination, supervision, and regulation by the Office of the Comptroller of the Currency ("OCC"). Because the Bank was formerly chartered as a savings association, the Bank's deposits are insured by the Savings 10 Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC") up to the applicable limits for each depositor. The Company's principal executive office is located at the home office of the Bank at 19 Natchez Trace Drive, Lexington, Tennessee 38351, and its telephone number is (901) 968-6624. The branch building is located at 435 West Church Street, and its telephone number is (901) 968-9599 The Bank is primarily engaged in attracting deposits from the general public and using those and other available sources of funds to originate loans secured by single-family residences located in Henderson County and surrounding counties in West Tennessee. To a lesser extent, Lexington also originates construction loans, land loans and consumer loans. It also has a significant amount of investments in mortgage-backed securities, United States Government and federal agency obligations, and tax exempt securities. The profitability of the Bank depends primarily on its net interest income, which is the difference between interest and dividend income on interest-earning assets, principally loans, mortgage-backed securities and investment securities, and interest expense on interest-bearing deposits and borrowings. The Bank's net income also is dependent, to a lesser extent, on the level of its non-interest income and its non-interest expenses, such as compensation and benefits, occupancy and equipment, insurance premiums, and miscellaneous other expenses, as well as federal income tax expense. FINANCIAL CONDITION ------------------- Consolidated assets of Community National were $33,822,252 as of June 30, 1998, compared to $31,215,702 on December 31, 1997, an increase of $2,606,550. This increase was composed of an increase in net loans receivable of $2,343,422, an increase in investments of $344,445, an increase in premises and equipment of $190,448, and an increase in cash of $219,866. These increases were offset by a decrease in mortgage backed securities of $626,691. The 16.70% annualized growth rate of assets for the six month period is in accordance with the Company's growth objectives. Loans receivable, net increased to $21,887,644 on June 30, 1998 from $19,544,222 on December 31, 1997, an increase of $2,343,422. Mortgage-backed securities decreased $626,691 to $3,391,671 at June 30, 1998 from $4,018,362 on December 31, 1997. The increase in loans is attributable to increased advertising and more competitive loan products. The decrease in mortgage backed securities is primarily caused by principal payments. Deposits totaled $24,036,899 on June 30, 1998, an increase of $2,620,852 from $21,416,047 on December 31, 1997. The increase in deposits is primarily due to increased advertising and was primarily used to fund the increase in loans receivable. 11 Stockholders' equity was $8,567,973 on December 31, 1997, compared to $8,637,381 on June 30, 1998, an increase of $69,408. The increase was due to reductions in unrealized loss in available- for-sale securities of $8,753, earnings for the quarter of $131,943, offset by the Company's cash dividends of $71,288. RESULTS OF OPERATIONS --------------------- Net income for the three months ended June 30, 1998, was $64,894 compared to $74,267 as of June 30, 1997. The decrease of $9,373 was due to an increase in non-interest expense of $97,900 and an increase in the provision for loan losses of $31,503, offset by an increase in net interest income of $93,328 and an increase in non-interest income of $11,328. Net earnings for the six months ended June 30, 1998 were $131,943, an increase of $669 compared to $131,274 for the six months ended June 30, 1997. The increase was primarily due to an increase in net interest income of $176,318 offset by an increase in non-interest expense of $173,891. Earnings per share for the quarter ended June 30, 1998, were $0.09 per share based on an average of 712,866 shares outstanding compared to $.21 per share for the comparable quarter in 1997 based on an average of 362,131 shares outstanding. Earnings per share for the six months ended June 30, 1998, were $0.19 per share based on an average of 712,866 shares outstanding compared to $0.37 per share for the comparable six months ended in 1997 based on an average of 362,131 shares outstanding. Net interest income after provision for loan losses for the quarter ended June 30, 1998 was $285,002 compared to $223,177 for the quarter ended June 30, 1997, an increase of $61,825. This increase was a result of interest income increasing $130,055, from $499,604 in 1997 to $629,659 in 1998, while interest expense increased $36,727 from $273,482 in 1997 to $310,209 in 1998. The increase in interest income and interest expense is both due to increases in the average balance of interest-earnings assets and interest-bearing liabilities. Net interest income after provision for loan losses for the six months ended June 30, 1998 was $564,032 compared to $444,529 for the six months ended June 30, 1997, an increase of $119,503. This increase was a result of interest income increasing $214,700, from $998,539 in 1997 to $1,213,239 in 1998, while interest expense increased $38,382 from $544,836 in 1997 to $583,218 in 1998. The increase in interest income and interest expense is both due to increases in the average balance of interest-earning assets and interest-earning liabilities. Non-interest income increased from $27,973 for the quarter ended June 30, 1997 to $39,271 for the quarter ended June 30, 1998. The increase of $11,298 was due to higher service charge income and an increase in other operating income. Non-interest income increased from $42,610 for the six months ended June 30, 1997 to $77,436 for the six months ended June 30, 1998. The increase of $34,826 was due to higher service charge income and an increase in other operating income. 12 The Company's non-interest expense for the three months ended June 30, 1998 was $236,765, compared to $138,866 for the comparable quarter in 1997. The increase of $97,899 was due to higher compensation and benefits expense, higher occupancy and equipment expense and higher other operating expenses, which were caused by additional personnel hired, and computer system upgrades in hardware and software. Non-interest expense for the six months ended June 30, 1998 was $455,482, an increase of $173,891 compared to $281,591 for the six months ended June 30, 1997. The increase was due to higher compensation and benefits expense, higher occupancy and equipment expense and higher other operating expenses which were caused by additional personnel hired, and computer system upgrades in hardware and software. PROVISIONS FOR LOAN LOSSES -------------------------- The provision for loan losses is based on the periodic analysis of the loan portfolio by management. In establishing the provision, management considers numerous factors including general economic conditions, loan portfolio condition, prior loss experience and independent analysis. The provision for loan losses for the three months ended June 30, 1998 was $34,448, while the provision for the comparable quarter in 1997 was $2,945. The provision for loan loss for the six months ended June 30, 1998 and 1997 are $65,989 and $9,174, respectively. Based upon the analysis of the addition to established allowances and the composition of the loan portfolio, management concluded that the allowance is adequate. While current economic conditions in the Bank's market are stable, future conditions will dictate the level of future allowances for losses on loans. NON-PERFORMING ASSETS --------------------- On June 30, 1998, non-performing assets were $360,575 compared to $352,245 on December 31, 1997. At June 30, 1998, the Bank's allowance for loan losses was $253,271 or 70% of non- performing assets compared to $195,239 or 55% at December 31, 1997. Loans are considered non-performing when the collection of principal and/or interest is not expected, or in the event, payments are more than 90 days delinquent. The allowance for loan losses was 1.15% of total loans as of June 30, 1998, compared to .99% at December 31, 1997. REGULATORY CAPITAL ------------------ The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures if the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors. 13 Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios on total risk-based capital and Tier 1 capital to risk- weighted assets (as defined in the regulations) and Tier 1 capital to adjusted total assets (as defined). To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provision ------------------ ------------------ ------------------- Amount Ratio Amount Ratio Amount Ratio ---------- ------ ---------- ------ ---------- ------- As of June 30, 1998 Total Risk-Based Capital (To Risk-Weighted Assets) $6,677 39.9% $1,337 8.0% $1,672 10.0% Tier 1 Capital (To Risk-Weighted Assets) $6,467 38.7% $ 688 4.0% $1,003 6.0% Tier 1 Capital (To Adjusted Total Assets) $6,467 19.3% $1,343 4.0% $1,678 5.0% LIQUIDITY - --------- The Bank's principal sources of funds for investments and operations are net earnings, deposits from its primary market area, principal and interest payments on loans and mortgage-backed securities and proceeds from maturing investment securities. Its principal funding commitments are for the origination or purchase of loans and the payment of maturing deposits. Deposits are considered a primary source of funds supporting the Bank's lending and investment activities. Deposits were $24 million at June 30, 1998. As a national bank, it has no specific requirements concerning minimum levels of liquid assets. The Bank maintained a liquidity ratio of 23% at June 30, 1998 of net withdrawable savings deposits and borrowings payable on demand or in one year or less. The bank's most liquid assets are cash and cash equivalents, which are cash on hand, amount due from financial institutions, federal funds sold, certificates of deposit with other financial institutions that have an original maturity of three months or less and money market mutual funds. The levels of such assets are dependent on the Bank's operating, financing and investment activities at any given time. The Bank's cash and cash equivalents totaled $2.97 million at June 30, 1998. The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows. Net cash provided by operating activities decreased from $199,899 for six months ended June 30, 1997 to $81,483 for six months ended June 30, 1998. The decrease was due to the timing of income tax payments. 14 RECENT ACCOUNTING PRONOUNCEMENTS -------------------------------- No recent accounting pronouncements have been issued that are expected to have any significant effect on the financial position of the Company that have not already been adopted by the Company 15 PART II - OTHER INFORMATION ITEM 1: Legal Proceedings ----------------- None. ITEM 2: Changes in Securities --------------------- None. ITEM 3: Defaults Upon Senior Securities ------------------------------- None. ITEM 4: Submission of Maters to a Vote of Security Holders -------------------------------------------------- None. ITEM 5: Other Information ----------------- None ITEM 6: Exhibits and Reports on Form 8-K. -------------------------------- Exhibits: 27 - Financial Data Schedule Reports on Form 8-K: None 15 SIGNATURE 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. COMMUNITY NATIONAL CORPORATION Registrant Date: August 11, 1998 /s/ Howard Tignor __________________________ Howard Tignor, President and Chief Executive Officer (Duly Authorized Officer)