UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-23976
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1232965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
112 West King Street, Strasburg, Virginia 22657
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 465-9121
NONE
(Former name, former address and former fiscal year,
if changed since last report.)
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 of each of the issuer's classes of common stock,
as of the latest practicable date:
Class: Common stock, $5.00 par value
Outstanding as of August 7, 2000: 794,631
FIRST NATIONAL CORPORATION
INDEX
Part 1. Financial Information
Item 1 Financial Statements Page No.
Consolidated Statements of Income 3,4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes in Stockholders' Equity 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Part II. Other Information
Item 1 Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
2
PART I: FINANCIAL INFORMATION
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands of Dollars)
(Except Per Share Amounts)
Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Interest Income
Interest and Fees on Loans $3,411 $2,933
Interest on Federal Funds Sold 12 10
Interest on Deposits in Banks 8 8
Interest and Dividends on Investment Securities
Available for Sale
Taxable 594 733
Non Taxable 82 106
Total Interest Income 4,107 3,790
Interest Expense
Interest on Savings Deposits and Interest
Bearing Demand Deposits 823 776
Interest on Time Deposits of $100,000 or more 211 171
Interest on All Other Time Deposits 617 643
Interest on Federal Funds Purchased 35 29
Interest on Long-term Debt 569 274
----------- -----------
Total Interest Expense 2,255 1,893
----------- -----------
Net Interest Income 1,852 1,897
----------- -----------
Provision for Loan Losses 123 102
----------- -----------
Net Interest Income After Provisions
for Loan Losses 1,729 1,795
Other Operating Income
Service Charges 196 154
Profits on Securities Available for Sale -- --
Other Operating Income 170 83
----------- -----------
Total Operating Income 366 237
Other Operating Expenses
Salaries and Employee Benefits 738 664
Occupancy Expense 82 79
Equipment Expense 119 112
Other 455 430
---------- -----------
Total Operating Expenses 1,394 1,285
Income Before Income taxes 701 747
Income Taxes 186 234
---------- -----------
Net Income $515 $513
========== ===========
Per Share Data
Earnings Per Common Share, basic $0.65 $0.65
========= ========
Earnings Per Common Share, diluted $0.65 $0.65
========= ========
Cash Dividends 0.290 0.260
========= =========
The Accompanying Notes Are An Integral Part Of These Statements
3
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands of Dollars)
(Except Per Share Amounts)
Six Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Interest Income
Interest and Fees on Loans $6,682 $5,705
Interest on Federal Funds Sold 20 58
Interest on Deposits in Banks 7 14
Interest and Dividends on Investment Securities
Available for Sale
Taxable 1,195 1,366
Non Taxable 164 196
Total Interest Income 8,068 7,339
Interest Expense
Interest on Savings Deposits and Interest
Bearing Demand Deposits 1,604 1,501
Interest on Time Deposits of $100,000 or more 416 327
Interest on All Other Time Deposits 1,171 1,300
Interest on Federal Funds Purchased 62 29
Interest on Long-term Debt 1,058 532
----------- ----------
Total Interest Expense 4,311 3,689
----------- ----------
Net Interest Income 3,757 3,650
----------- ----------
Provision for Loan Losses 246 225
----------- ----------
Net Interest Income After Provisions
for Loan Losses 3,511 3,425
Other Operating Income
Service Charges 374 305
Profits on Securities Available for Sale -- --
Other Operating Income 282 211
-------- --------
Total Operating Income 656 516
Other Operating Expenses
Salaries and Employee Benefits 1,482 1,297
Occupancy Expense 174 155
Equipment Expense 237 238
Other 917 854
-------- --------
Total Operating Expenses 2,810 2,544
Income Before Income taxes 1,357 1,397
Income Taxes 402 435
--------- ---------
Net Income $955 $962
========= ========
Per Share Data
Earnings Per Common Share, basic $1.20 $1.22
========= ========
Earnings Per Common Share, diluted $1.20 $1.22
========= ========
Cash Dividends 0.58 0.52
========== =========
The Accompanying Notes Are An Integral Part Of These Statements
4
FIRST NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
June 30, 2000 December 31, 1999
------------- -----------------
ASSETS
Cash and due from banks $5,098 $4,108
Federal Funds Sold -- --
Investment Securities
Available for Sale 44,348 45,129
Held to Maturity -- --
Loans Net of Unearned Discount 160,559 150,760
Less: Allowance for Loan Losses 1,621 1,447
--------- ---------
Net Loans 158,938 149,313
Bank Premises and Equipment 4,643 4,700
Interest Receivable 1,226 1,166
Other Real Estate 0 343
Other Assets 2,165 1,859
---------- -------
Total Assets $216,418 $206,618
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand Deposits
Non-Interest Bearing $20,248 $18,656
Interest Bearing 17,880 17,995
Savings Deposits 55,645 61,943
Certificates of Deposit of $100,000 and over 15,405 12,993
All Other Time Deposits 49,630 41,835
--------- ----------
Total Deposits $158,808 $153,422
Federal Funds Purchased 638 1,547
Long-term debt 38,074 33,622
Accrued Expenses 1,136 851
--------- -------
Total Liabilities $198,656 $189,442
-------- --------
Stockholders' Equity
Common Stock, Par Value $5 per Share;
Authorized 2,000,000 Shares, 794,631 and 793,991
Shares Issued and Outstanding $3,973 $3,970
Surplus 1,543 1,531
Accumulated Other Comprehensive Income (1,265) (1,342)
Undivided Profits 13,511 13,017
--------- ---------
Total Stockholders' Equity $17,762 $17,176
------- -------
Total Liabilities and Stockholders' Equity $216,418 $206,618
======== ========
The Accompanying Notes Are An Integral Part of These Statements
5
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
SIX MONTHS ENDED
June 30, 2000 June 30, 1999
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $955 $962
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 195 213
Provision for loan losses 174 225
Change in assets and liabilities
Increase (Decrease) in interest receivables 1,166 (133)
(Increase) in other assets (1,531) (121)
Increase in accrued expenses 246 312
------ ------
Net Cash Provided by Operating Activities $1,205 $1,458
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of Other Real Estate Owned $ 343 $ 0
Proceeds from sale of securities-available for sale 0 0
Proceeds from maturities and principal payments on securities-available
for sale 897 2,808
Purchases of securities-available for sale 0 (13,316)
Proceeds from maturities and principal payments on securities-held
to maturity 0 19
Purchases of bank premises and equipment (139) (253)
Net (increase) in loans (9,799) (11,563)
(Increase) in federal funds sold 0 2,859
-------- ---------
Net Cash (Used in) Investing Activities $(8,698) ($19,446)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits, NOW accounts,
and savings accounts (4,821) 7,214
Net increase (decrease) in certificates of deposit 10,207 (546)
Net increase in long-term borrowings 4,452 958
Net increase in short-term borrowings 0 8,000
Net proceeds from issuance of common stock 15 60
Cash dividends paid (461) (410)
Net increase (decrease) in federal funds purchased (909) 2,458
------ ---------
Net Cash Provided by Financing Activities $8,483 $17,734
------ ---------
Increase (Decrease) in Cash and Cash Equivalents $990 $(254)
CASH AND CASH EQUIVALENTS:
Beginning 4,108 5,026
---------- --------
Ending $ 5,098 $4,772
========== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $4,250 $3,697
========= =========
Income Taxes $422 $351
======= ========
The Accompanying Notes Are An Integral Part of These Statements
6
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS)
Six Months Ended June 30, 2000 and 1999
Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
Stock Surplus Income Earnings Income Total
----- ------- ------ -------- ------ -----
Balances, December 31, 1998 $3,945 $1,417 $347 $11,892 $17,601
Comprehensive income:
Net income 962 962 962
Other comprehensive income
net of tax:
Unrealized loss on securities
Available for sale (1,150) (1,150)
Reclassification adjustment 0 0
-------
Other comprehensive income, net of tax (1,150) (1,150)
-------
Total comprehensive income 188
=======
Issuance of authorized common stock
Dividend reinvestment plan 8 39 47
Exercise of incentive stock options 2 11 13
Cash dividends declared (410) (410)
------ ------- ----- ------- --------
Balances, June 30, 1999 $3,955 $1,467 $(803) $12,444 $17,063
====== ====== ====== ======= ========
Balances, December 31, 1999 3,970 $1,531 $(1,342) $13,017 $17,176
Comprehensive income:
Net Income 955 955 955
Other comprehensive income,
net of tax:
Unrealized gain on securities
available for sale 77 77
Reclassification adjustment
for gains realized in net income 0 0
-----
Total comprehensive income, net of tax 77 77
-----
Total comprehensive income 1,032
======
Issuance of authorized common stock
Exercised Options 3 12 15
Cash dividends declared (461) (461)
------ ------ ------- -------- -------
Balances, June 30, 2000 $3,973 $1,543 $(1,265) $13,511 $17,762
====== ====== ======== ======= =======
The Accompanying Notes Are An Integral Part of These Statements
7
FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying consolidated financial statements of First National
Corporation (the "Corporation") and its subsidiaries, including First Bank (the
"Bank"), have not been audited by independent accountants, except for the
balance sheet at December 31, 1999. In the opinion of the company's management,
the financial statements reflect all adjustments necessary to present fairly the
results of operations for the six month periods ended June 30, 2000 and 1999 the
company's financial position at June 30, 2000 and December 31, 1999, and the
cash flows for the six month periods ended June 30, 2000 and 1999. These
adjustments are of a normal recurring nature.
Note 2. Securities as of June 30, 2000 and December 31, 1999 are summarized
below:
(000 Omitted)
June 30, 2000 December 31, 1999
------------- -----------------
Unrealized Unrealized
Cost Market Gain (Loss) Cost Market Gain (Loss)
---- ------ ----------- ---- ------ -----------
Securities Available For Sale
U. S. Treasury Securities $0 $0 $0 $0 $0 $0
U. S. Agency Securities 37,238 35,499 ($1,739) 38,337 36,636 ($1701)
Obligation of State and Political
Subdivisions 6,826 6,603 ($223) 6,826 6,445 ($381)
Corporate Securities 1 46 $45 1 49 $48
Other Securities 2,200 2,200 $0 1,999 1,999 $0
--------- --------- ------ --------- ---------- -----------
Total Securities Available for Sale $46,265 $44,348 ($1,917) $47,163 $45,129 ($2,034)
8
FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3. The consolidated loan portfolio, stated at face amount, is composed of
the following:
(000 Omitted)
June 30, 2000 December 31, 1999
Real estate loans:
Construction and land development $7,511 10,205
Secured by farm land 1,823 1,489
Secured by 1-4 family residential 35,429 58,712
Other real estate loans 44,141 20,971
Loans to farmers (except those secured by real estate) 541 466
Commercial and industrial loans
(except those secured by real estate) 35,065 26,441
Loans to individuals for personal expenditures 34,402 31,829
All other loans 1,655 670
-------- ---------
Total loans $160,567 150,783
Less unearned income reflected in loans 8 23
-------- ---------
Loans, net of unearned income $160,559 150,760
======== =========
The Bank had loans in a Nonaccrual category of $34,125 on December 31,
1999and $ 216,156 on June 30, 2000.
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
For the Six Months Ended
(000 Omitted)
June 30, 2000 June 30, 1999
Balance at Beginning of Period $1,447 $1,226
Charge-Offs 91 249
Recoveries 19 50
-------- -------
Net Charge-Offs 72 199
Provision for Loan Losses 246 225
-------- ---------
Balance at End of Period $1,621 $1,252
======== ======
9
FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
133, "Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in years beginning after June 15, 2000 (the "Statement").
The Statement permits early adoption as of the beginning of any fiscal quarter
after its issuance. The Corporation has not determined whether to adopt the new
statement early. The Statement will require the Corporation to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. Because the Corporation does not use derivatives,
management does not anticipate that the adoption of the new Statement will have
any effect on the Corporation's earnings or financial position.
10
FIRST NATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Net income for the first half of 2000 was $955 thousand compared to $962
thousand in the first half of 1999. This represents a decrease of less than 1%
from the previous period and is attributable to an increase in cost of deposits
in the first half of 2000 which was incurred in order to fund loan growth.
Interest and fees on loans, the largest component of interest income, increased
$977 thousand during the period, while interest on deposits, the largest
component of interest expense, increased $63 thousand resulting in an increase
in net interest income of $107 thousand. The provision to the allowance for loan
losses increased from the previous period by $21 thousand. Other operating
expenses increased $266 thousand. Most of the increase in other operating
expenses was due to increased salaries and employee benefits in 2000 as compared
to 1999. Total other operating income increased $140 thousand during the period.
Yields, Rates and Net Interest Margin
Interest rates on loans have remained relatively stable during 2000 and in
comparison with the first half of 1999, the yield on the loan portfolio has
remained flat at 8.65% in both 1999 and 2000. At the same time the cost of
interest bearing deposits increased from 4.43% in the first half of 1999 to
4.72% in the same period of 2000. While the yield on earning assets increased 31
basis points from 7.86% in 1999 to 8.17% in 2000, the cost of interest bearing
liabilities increased 42 basis points from 4.58% in 1999 to 5.00% in 2000. This
resulted in a decrease in the bank's interest rate spread from 3.28% in 1999 to
3.17% in 2000. Interest expense as a percentage of average earning assets
increased from 3.90% in 1999 to 4.31% in 2000. The bank's net interest margin
decreased from 3.97% in 1999 to 3.86% in 2000.
Future Operations
The Bank was one of sixty-five banks seeking to collectively purchase a
general insurance agency(s) through membership in the Virginia Bankers Insurance
Center. The Bank has purchased an interest in Banker's Title Shenandoah, a title
insurance company. The Bank will introduce "internet banking" with a bill-payer
feature beginning September 1, 2000.
Year 2000 Information
The Corporation encountered no year 2000 related problems at the end of
the year or during the transition on December 31, 1999. Management does not
anticipate problems in the coming year regarding this unique and historical
event.
The Bank complied with all of the FFIEC requests, from the assessment
of operating systems to the replacement or modification of programs or PCs not
compliant with Y2K. These systems were tested and all contingency plans were in
place for unexpected occurrences.
We are now, more than ever, ready to bring the Bank into the new
millennium with new products and more enhanced services.
11
FIRST NATIONAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
Six Months Ended June 30,
-------------------------
2000 1999
Annual Annual
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate(3) Balance Expense Rate(3)
------- ------- ------- ------- ------- -------
ASSETS
Balances at correspondent banks - interest
bearing $283,217 $19,702 13.91% $228,875 $13,606 11.89%
Securities:
Taxable 37,853,028 1,195,294 6.32% 46,912,657 1,366,295 5.82%
Tax-exempt (1) 6,826,435 248,742 7.29% 7,773,406 297,186 7.65%
----------- --------- ----- ----------- --------- -----
Total Securities 44,679,463 1,444,036 6.46% 54,686,063 1,663,481 6.08%
Loans (net of earned income): (2)
Taxable 153,687,648 6,648,118 8.65% 131,867,032 5,701,009 8.65%
Tax-exempt (1) 1,174,000 51,120 8.71% 108,915 6,565 12.06%
----------- --------- ------ ----------- ---------- ------
Total Loans 154,861,648 6,699,238 8.65% 131,975,947 5,707,574 8.65%
Fed funds sold and repurchase
agreements 266,341 7,717 5.79% 2,383,282 57,696 4.84%
----------- --------- ------ ----------- --------- -----
Total earning assets 200,090,669 8,170,693 8.17% 189,274,167 7,442,358 7.86%
Less: allowance for Loan Losses (1,572,245) (1,166,522)
Total nonearning assets 12,762,010 11,096,330
----------- -----------
Total Assets $211,280,434 $199,203,975
=========== ===========
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
Checking $11,937,129 $71,970 1.21% $10,614,790 $82,462 1.55%
Money market savings 5,974,102 90,128 3.02% 6,747,374 102,078 3.03%
Regular savings 57,789,928 1,444,280 5.00% 62,442,046 1,319,100 4.23%
Certificates of deposit:
Less than $100,000 44,942,595 1,167,908 5.20% 49,094,102 1,297,277 5.28%
$100,000 and more 14,683,339 416,436 5.67% 12,194,385 327,340 5.37%
----------- --------- ------ ----------- --------- -----
Total interest bearing deposits 135,327,093 3,190,722 4.72% 141,092,697 3,128,257 4.43%
Fed funds purchased 1,942,731 62,257 6.41% 1,137,796 28,887 5.08%
Long term borrowings 35,283,029 1,058,142 6.00% 18,787,191 532,316 5.67%
----------- --------- ------ ----------- --------- -----
Total interest bearing liabilities 172,552,853 4,311,121 5.00% 161,017,684 3,689,460 4.58%
Noninterest bearing liabilities
Demand deposits 19,812,579 19,044,116
Other liabilities 1,447,934 1,484,835
----------- -----------
Total liabilities 193,813,366 181,546,635
Stockholders' equity 17,467,068 17,657,340
----------- -----------
Total liabilities and stockholders' equity $211,280,434 $199,203,975
=========== ===========
Net Interest income 3,859,572 3,752,898
========= =========
Interest rate spread 3.17% 3.28%
Interest expense as a percent of average
earning assets 4.31% 3.90%
Net interest margin 3.86% 3.97%
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1999 and 2000.
(2) Loans placed on a nonaccrual status are reflected in the balances.
(3) Annualized
12
First National Corporation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of June 30, 2000 neither the Corporation nor the Bank was a party to
any legal proceedings.
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the "Meeting") of the Corporation
was held on Tuesday, April 4, 2000 in Winchester, Virginia. The Shareholders
voted on the election all individuals to serve as directors of the Company for a
term of one year. In the election of directors, those who received the greatest
number of votes were elected even if they did not receive a majority.
Abstentions and broker non-votes were not considered a vote for, or a vote
against, a director.
The results of the voting are set forth below.
For Against Withheld
--- ------- --------
Douglas C. Arthur 639,144 45 12,274
Noel M. Borden 639,081 108 12,274
Byron A. Brill 639,189 0 12,274
Elizabeth H. Cottrell 638,557 632 12,274
James A. Davis 634,397 4,791 12,274
Christopher E. French 639,189 0 12,274
Charles E. Maddox, Jr. 636,245 2,944 12,274
W. Allen Nicholls 638,557 632 12,274
Henry L. Shirkey 639,057 132 12,274
Alson H. Smith, Jr. 638,957 232 12,274
No other matters were voted upon at the Meeting or during the quarter
for which this report is filed.
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
13
(a). 27. Financial Data Schedule
Filed electronically as a separate document.
(b). Reports on form 8-K
None.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First National Corporation
(Registrant)
Date August 14, 2000 /s/ Stephen C. Pettit
-------------------------- ------------------------------------
Stephen C. Pettit, Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
15