U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTITES EXCHANGE ACT OF 1934 For the quarterly period ended Septemkber 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 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 -------------- 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 October 31, 1999 ----- ------------------------------- Common Stock, $1.00 par value 712,866 shares CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements Page Consolidated Balance Sheets 1 Consolidated Statement of Income 2 Consolidated Statements of Comprehensive Income 3 Consolidated Statement of Stockholder's Equity 4 Consolidated Statments 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 Operation 9-14 PART II OTHER INFORMATION 15 Signatures 16 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1999 and DECEMBER 31, 1998 ASSETS (Unaudited) September 30, December 31, 1999 1998 ------------ ------------ Cash & cash equivalents: Non-interest bearing $ 754,183 $ 746,912 Interest bearing 3,384,998 3,400,898 Time deposits 0 1,125,000 Investment securities: Securities held-to-maturity (estimated market value of $678,720 (1999) and $668,925 (1998) 657,979 657,770 Securities available-for-sale, at estimated market value 1,952,457 1,575,472 Mortgage-backed and related securities: Securities held-to-maturity (estimated market value of $301,419 (1999) and $465,987 (1998) 303,632 380,098 Securities available-for-sale, at estimated market value 1,920,553 2,756,332 Loans receivable, net 29,191,649 26,403,032 Accrued interest receivable 238,053 238,952 Premises and equipment 737,920 797,980 Stock investments: Stock in Federal Home Loan Bank, at cost 298,300 283,200 Stock in Federal Reserve Bank, at cost 156,100 237,150 Stock in Savings and Loan Data Corporation, at cost 15,000 15,000 Other assets 195,154 70,092 ----------- ----------- Total Assets $39,805,978 $38,687,888 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $30,259,566 $28,993,808 Advances from FHLB 526,794 692,848 Advances from borrowers for taxes and insurance 3,550 3,164 Accrued interest payable 182,106 211,261 Income taxes payable: Current 161,263 70,825 Deferred (104,417) (47,248) Accrued expenses and other liabilities 172,448 116,405 ----------- ----------- Total Liabilities $31,201,310 $30,041,063 ----------- ----------- Stockholders' Equity: Preferred stock, 2,000,000 shares authorized, none issued or outstanding Common stock, $1.00 par value; 8,000,000 shares authorized 712,866 shares issued $ 712,866 $ 712,866 Additional paid-in capital 4,489,512 4,489,512 Retained earnings - substantially restricted 3,508,745 3,442,772 Accumulated other comprehensive income, net of taxes (106,455) 1,675 ----------- ----------- Total Stockholders' Equity $ 8,604,668 $ 8,646,825 ----------- ----------- Total Liabilities and Stockholders' Equity $39,805,978 $38,687,888 =========== =========== 1 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended Nine months ended September 30 September 30 September 30 September 30 1999 1998 1999 1998 ---------- ---------- ----------- ----------- INTEREST INCOME First mortgage loans $371,263 $372,371 $1,094,074 $1,090,002 Consumer & other loans 238,350 136,609 666,463 319,858 Interest & dividends on investments: Taxable 34,952 42,970 90,947 126,200 Tax-exempt 9,235 6,252 27,705 37,287 Dividends 5,435 4,996 22,464 21,683 Interest on deposits with banks 35,183 33,352 107,057 88,200 Interest on mortgage-backed securities 34,523 53,948 115,102 180,508 -------- -------- ---------- ---------- Total interest income $728,941 $650,498 $2,123,812 $1,863,738 -------- -------- ---------- ---------- INTEREST EXPENSE Interest on deposits $334,068 $313,062 $ 996,158 $ 865,186 Interest on advances from FHLB 10,312 14,147 33,103 45,241 -------- -------- ---------- ---------- Total interest expense $344,380 $327,209 $1,029,261 $ 910,427 -------- -------- ---------- ---------- Net interest income $384,561 $323,289 $1,094,551 $ 953,311 Provision for loan losses 22,500 28,592 67,500 94,581 -------- -------- ---------- ---------- Net interest income after provision for loan losses $362,061 $294,697 $1,027,051 $ 858,730 -------- -------- ---------- ---------- NON-INTEREST INCOME Income from real estate held for investment $ 0 $ 2,025 $ 4,050 $ 7,075 Service charges 46,378 34,966 124,973 97,404 Other operating income 1,809 2,814 14,002 12,762 -------- -------- ---------- ---------- Total non-interest income $ 48,187 $ 39,805 $ 143,025 $ 117,241 -------- -------- ---------- ---------- NON-INTEREST EXPENSE Compensation & benefits $124,071 $114,758 $ 359,226 $ 335,427 Occupancy & equipment 37,879 29,080 105,049 115,074 Federal deposit insurance premiums 4,425 2,830 13,325 9,699 Data processing fees 24,183 20,725 64,386 59,545 Other operating expenses 84,321 48,012 199,104 154,382 -------- -------- ---------- ---------- Total non-interest expense $274,879 $215,405 $ 741,090 $ 674,127 -------- -------- ---------- ---------- Income before income taxes $135,369 $119,097 $ 428,986 $ 301,844 Income tax expense 48,800 41,725 149,150 95,768 -------- -------- ---------- ---------- Net Income $ 86,569 $ 77,372 $ 279,836 $ 206,076 ======== ======== ========== ========== Earnings per common share $ 0.12 $ 0.11 $ 0.39 $ 0.29 ======== ======== ========== ========== Dilluted earnings per share $ 0.12 $ 0.11 $ 0.39 $ 0.29 ======== ======== ========== ========== Dividends paid per share $ 0.10 $ 0.05 $ 0.30 $ 0.15 ======== ======== ========== ========== 2 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 (UNAUDITED) SEPTEMBER 30, ------------- 1999 1998 -------------------- Net income $ 279,836 $ 206,076 Other comprehensive income, net of tax: Unrealized gains on securities held as available-for-sale, net of applicable deferred income taxes of $27,436 (1999) and $4,634 (1998) (108,130) 8,254 --------- --------- Other Comprehensive Income $ 171,706 $ 214,330 ========= ========= 3 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Income Equity ------------ ------ ---------- ---------- ------------ ------------- Balance at December 31, 1998 712,866 $712,866 $4,489,512 $3,442,772 $1,675 $8,646,825 Comprehensive income: Net income 279,836 279,836 Change in unrealized gain (loss) on securities available-for-sale, net of applicable deferred income taxes of $27,436 (108,130) (108,130) 0 Dividends paid 0 0 0 (213,863) 0 (213,863) -------- -------- ---------- ---------- -------- ---------- Balance at September 30, 1999 712,866 712,866 4,489,512 3,508,745 (106,455) $8,604,668 ======== ======== ========== ========== ======== ========== 4 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 (UNAUDITED) September 30 September 30 1999 1998 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 279,836 $ 206,076 Adjustments to reconcile net income to net cash provided by operating activities: Provision for losses on loans 67,500 94,581 Provision for depreciation 76,963 89,667 Amortization of investment securities premiums and discounts (net) 6,166 10,422 Stock in FHLB received as dividends (15,100) (14,400) Retirement of stock in Federal Reserve Bank 81,050 Changes in operating assets and liabilities: (Increase) decrease in interest receivable 899 (68,096) (Increase) decrease in other assets (125,062) (15,684) Increase (decrease) in interest payable (29,155) 14,246 Increase (decrease) in income taxes 5,833 (52,787) Increase (decrease) in other liabilities 56,043 (47,509) ----------- ---------- Net Cash Provided by Operating Activities $ 404,973 $ 216,516 ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in loans receivable $(2,788,617) $(4,299,273) Net (increase) decrease in time deposits 1,125,000 0 Additions to premises & equipment (16,904) (378,638) Purchase of mortgage-backed securities 0 (495,000) Principal payments on mortgage-backed securities 832,140 910,433 Purchase of investment securities (1,497,969) (700,000) Proceeds from maturities of investment securities 1,046,521 1,449,407 ----------- ----------- Net Cash Provided by Investing Activities $(1,299,829) $(3,513,071) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ 1,265,758 $ 4,520,886 Repayments of FHLB advances (166,054) (124,067) Net increase in advances from borrowers for taxes and insurance 386 2,946 Payment of dividends (213,863) (106,932) ----------- ----------- Net Cash Provided by Financing Activities $ 886,227 $ 4,292,833 ----------- ----------- Increase (Decrease) in Cash and Cash Equivalents $ (8,629) $ 996,278 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 4,147,810 $ 2,741,783 ----------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,139,181 $ 3,738,061 =========== =========== 5 COMMUNITY NATIONAL CORPORATION (AND SUBSIDIARY) CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 (UNAUDITED) September 30, September 30, 1999 1998 -------- -------- Supplemental disclosure of cash flow information: Cash paid for: Interest $1,029,261 $910,427 Income taxes, net of refunds 184,973 128,766 Noncash investing and financing: Stock dividends received from Federal Home Loan Banks 15,100 14,400 Total net increase (decrease) in unrealized loss on securities available-for-sale (108,130) 8,254 6 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 year ended December 31, 1998, 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 ended September 30, 1999, are not necessarily indicative of the results which may be expected for the entire year. The December 31, 1998 consolidated balance sheet has been derived form the audited consolidated financial statements as of that date. (2) EARNINGS PER SHARE Net earnings per share of common stock for the year ended December 31, 1998 and the nine months ended September 30, 1999 of $0.29 and $0.39 were computed by dividing the net income by the weighted average number of shares outstanding for the year. (3) NEW ACCOUNTING STANDARDS The Company adopted FASB Statement no. 130, Reporting Comprehensive Income in 1998. All periods presented are in accordance with SAFS 130. Statement no. 130 requires the reporting of comprehensive income in addition to net income form 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. This comprehensive income consists of 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 7 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. The bank's data processing system is outsourced to Intrieve, a service bureau that services the majority of all thrifts and savings and loans throughout the nation. All systems including all bank PC's are integrated with the service bureau applications. Over $200,000 has been spent on upgrading all equipment, software and systems. This was done principally to modernize operations, but a substantial portion of this investment would have been required for Year 2000 compliance alone. Final testing for Year 2000 compliance has been completed with all applications performing with Year 2000 dates. Successful tests have been completed with all vendors and correspondents with whom the bank directly interfaces. The bank is Year 2000 compliant as of November 1, 1999. Additional testing will be made during 1999 to check and reinforce compliance readiness. Should any unforeseen glitches arise the bank has a contingency plan with several alternatives to meet the worst case scenario. The bank's customers have been notified and counseled. All commercial customers with Year 2000 requirements have been counseled one on one with compliance assured to the bank's satisfaction. The cost of addressing the Year 2000 issue has had no material impact on earnings since the expenditures meeting Year 2000 requirements were required and planned for modernization alone. With testing reflecting compliance to date, there are no indications of material impact on earnings or uncertainty of future operation results or financial condition. 8 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, four commercial loans totaling $772,000, and certain cash and cash equivalents. At December 31, 1998, on a consolidated basis, the Company had total assets of $38.7 million, net loans receivable of $26.4 million, cash and investment securities of $7.5 million, mortgage-backed securities of $3.1 million, total deposits of $29 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 9 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 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 is at 435 West Church Street, and its phone 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 noninterest 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 $39,805,978 as of September 30, 1999, compared to $38,687,888 on December 31, 1998, an increase of $1,118,090. This increase was composed of an increase in net loans receivable of $2,788,617 and an increase in investment securities of $377,194. These increases were offset by decreases in mortgage backed securities of $912,245, a decrease in time deposits of $1,125,000, a decrease in premises and equipment of $60,060, and a decrease in cash of $8,629. Loans receivable, net, increased to $29,191,649 on September 30, 1999 from $26,403,032 on December 31, 1998, an increase of $2,788,617. Mortgage-backed securities decreased $912,245 to $2,224,185 at September 30, 1999 from $3,136,430 on December 31, 1998. The increase in loans is attributable to increased advertising and more competitive loan 10 products. The decrease in mortgage backed securities is primarily caused by principal payments. Deposits totaled $30,259,566 on September 30, 1999, an increase of $1,265,758 from $28,993,808 on December 31, 1998. The increase in deposits is primarily due to increased advertising and was primarily used to fund the increase in loans receivable. Stockholders' equity was $8,646,825 on December 31, 1998, compared to $8,604,668 on September 30, 1999, a decrease of $42,157. This decrease was due to earnings for the year of $279,836, offset by the Company's quarterly cash dividends of $213,863 and an increase in unrealized loss on available-for-sale securities of $108,130. RESULTS OF OPERATIONS Net income for the three months ended September 30, 1999 was $86,569 compared to $77,372 as of September 30, 1998. The increase of $9,197 was due to an increase in net interest income of $61,272, offset by an increase in non-interest expense of $59,474. Net income for the nine months ended September 30, 1999 was $279,836, an increase of $73,760 compared to $206,076 for the nine months ended September 30, 1998. The increase was primarily due to an increase in net interest income of $141,240 offset by an increase in non-interest expense of $66,963. Earnings per share for the quarter ended September 30, 1999, were $0.12 per share based on an average of 712,866 shares outstanding compared to $.11 per share for the comparable quarter in 1998 based on an average of 712,866 shares outstanding. Earnings per share for the nine months ended September 30, 1999, were $0.39 per share based on an average of 712,866 shares outstanding compared to $0.29 per share for the comparable nine months ended in 1998 based on an average of 712,866 shares outstanding. Net interest income after provision for loan losses for the quarter ended September 30, 1999, was $362,061 compared to $294,697 for the quarter ended September 30, 1998, an increase of $67,364. This increase was a result of interest income increasing $78,443, from $650,498 for the 1998 quarter to $728,941 for the 1999 quarter, while interest expense increased $17,171 from $327,209 for the 1998 quarter to $344,380 for the 1999 quarter. The increases in interest income and interest expense are both due to increases in the average balance of interest-earning assets and interest-bearing liabilities. Net interest income after provision for loan losses for the nine months ended September 30, 1999 was $1,027,051 compared to $858,730 for the nine months ended September 30, 1998, an increase of $168,321. This increase was a result of interest income increasing 11 $260,074, from $1,863,738 for the 1998 nine-month period to $2,123,812 for the 1999 nine-month period, while interest expense increased $118,834 from $910,427 in 1998 to $1,029,261 in 1999. The increases in interest income and interest expense are both due to increases in the average balance of interest-earning assets and interest-earning liabilities. Non-interest income increased from $39,805 for the quarter ended September 30, 1998 to $48,187 for the quarter ended September 30, 1999. The increase of $8,382 was due to higher service charge income and an increase in other operating income. Non-interest income increased from $117,241 for the nine months ended September 30, 1998 to $143,025 for the nine months ended September 30, 1999. The increase of $25,784 was due to higher service charge income. The Company's non-interest expense for the three months ended September 30, 1999 was $274,879 compared to $215,405 for the comparable quarter in 1998. The increase of $59,474 was due to higher compensation and benefits expense and higher other operating expenses, which were caused by additional personnel hired, and an increase in data processing expense. Non-interest expense for the nine months ended September 30, 1999 was $741,090, an increase of $66,963 compared to $674,127 for the nine months ended for September 30, 1998. The increase was due to higher compensation and benefits expense and higher other operating expenses, which were caused by additional personnel hired, and an increase in data processing expense. 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 September 30, 1999 was $22,500, while the provision for the comparable quarter in 1998 was $28,592. The provision for loan loss for the nine months ended September 30, 1999 and 1998 are $67,500 and $94,581 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 September 30, 1999, non-performing assets were $186,073 compared to $430,000 on December 31, 1998. At September 30, 1999, the Bank's allowance for loan losses was $435,999 compared to $368,375 at December 31, 1998. 12 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 1.49% of total loans as of September 30, 1999, compared to 1.40% at December 31, 1998. 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. 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 the Prompt For Capital Corrective Action Actual Adequacy Purposes Provisions ------------------ ------------------ ---------------------- Amount Ratio Amount Ratio Amount Ratio ---------- ------ ---------- ------ ---------- ------- As of September 30, 1999 Total Risk-Based Capital (To Risk-Weighted Assets) $7,108 30.5% $1,864 8.0% $2,330 10.0% Tier 1 Capital (To Risk-Weighted Assets) $6,815 29.3% $ 932 4.0% $1,398 6.0% Tier 1 Capital (To Adjusted Total Assets) $6,815 17.5% $1,556 4.0% $1,944 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 13 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 $30.3 million at September 30, 1999. The Bank's is required to maintain minimum levels of liquid assets as defined by regulations. The required percentage is currently five percent of net withdrawable savings deposits and borrowings payable on demand or in one year or less. The Bank maintained a liquidity ratio of 20.31% at September 30, 1999. 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 $4.14 million at September 30, 1999. 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 increased from 216,516 for nine months ended September 30, 1998 to 404,973 for nine months ended September 30, 1999. The increase was due to the retirement of Federal Reserve Bank stock of $80,050 and adjustments to accrued income and expense items. RECENT ACCOUNTING PRONOUNCEMENTS In November 1998, the FASB issued SFAS No. 133. This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those at fair value. If certain conditions are met, a derivative may be specifically designated a (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, or (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, and unrecognized firm commitment, an available-for-sale security, or a foreign-currency- denominated forecasted transaction. This statement is not expected to have any significant effect on the financial position of the bank. In addition no other recent accounting pronouncements have been issued that are expected to have any significant effect on the financial position of the bank that have not already been adopted by the bank. 14 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 Matters to a Vote of Security Holders --------------------------------------------------- None. Item 5. Other Information ----------------- None. Item 6. Exhibits and Reports on Form 8-K -------------------------------- 27 - Financial Data Schedule Reports on Form 8-K: None. 15 SIGNATURES Pursuant to the requirement 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: October 29, 1999 /s/ Howard W. Tignor ------------------------------------- Howard W. Tignor, President and Chief Executive Officer (Duly Authorized Officer) 16