UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________to
Commission File Number: 0-23636
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1626350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
132 EAST HIGH STREET, JEFFERSON CITY, MISSOURI 65101
(Address of principal executive offices) (Zip Code)
(573) 761-6100
(Registrant's telephone number, including area code)
_______________________________________________________________
(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. [X] Yes [ ] No
As of May 1, 2000, the registrant had 1,219,025 shares of
common stock, par value $1.00 per share, outstanding.
Page 1 of 26 pages
Index to Exhibits located on page 25
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
2000 1999
ASSETS
Loans:
Commercial $ 117,069,822 $ 114,468,842
Real estate - construction 18,250,000 24,891,000
Real estate - mortgage 165,804,389 135,676,662
Consumer 55,029,666 51,192,135
356,153,877 326,228,639
Less allowance for loan losses 5,311,695 4,764,801
Loans, net 350,842,182 321,463,838
Investment in debt and equity
securities:
Available-for-sale, at fair
value 103,720,447 90,971,986
Held-to-maturity, fair value of
$26,669,000 at March 31,
2000 and $20,226,000 at
December 31, 1999 26,418,253 20,265,055
Total investment in debt
and equity securities 130,138,700 111,237,041
Federal funds sold 3,450,000 10,350,000
Cash and due from banks 24,207,872 22,251,208
Premises and equipment 12,738,706 12,361,112
Accrued interest receivable 4,719,079 4,258,341
Intangible assets 14,335,074 10,016,141
Other assets 3,749,654 3,008,564
$ 544,181,267 $ 494,946,245
Continued on next page
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2000 1999
LIABILITIES AND STOCKHOLDERS'
EQUITY
Demand deposits $ 59,443,592 $ 57,943,197
Time deposits 371,437,106 323,076,378
Total deposits 430,880,698 381,019,575
Federal funds purchased and
securities sold under
agreements to repurchase 17,235,864 24,894,907
Interest-bearing demand notes to
U.S. Treasury 820,439 2,747,936
Other borrowed money 33,665,560 26,450,568
Accrued interest payable 2,214,034 2,127,719
Other liabilities 2,524,845 1,757,982
Total liabilities 487,341,440 438,998,687
Stockholders' equity:
Common stock - $1 par value;
1,500,000 shares
authorized; 1,219,025 issued
and outstanding 1,219,025 1,219,025
Surplus 9,259,095 9,259,095
Retained earnings 47,353,439 46,460,207
Accumulated other
comprehensive loss (991,732) (990,769)
Total stockholders'
equity 56,839,827 55,947,558
$ 544,181,267 $ 494,946,245
See accompanying notes to condensed consolidated financial
statements.
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2000 1999
Interest income $ 9,467,540 $ 7,652,736
Interest expense 4,739,646 3,869,723
Net interest income 4,727,894 3,783,013
Provision for loan losses 258,000 180,000
Net interest income after
provision for loan losses 4,469,894 3,603,013
Noninterest income 835,661 722,775
Noninterest expense 3,376,845 2,659,700
Income before income taxes 1,928,710 1,666,088
Income taxes 584,439 557,000
Net income $1,344,271 $1,109,088
Basic and diluted earnings
per share $1.10 $1.03
Dividends per share:
Declared $0.37 $0.37
Paid $0.37 $0.37
See accompanying notes to condensed consolidated financial
statements.
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2000 1999
Cash flows from operating activities:
Net income $ 1,344,271 $ 1,109,088
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 258,000 180,000
Depreciation expense 274,765 188,680
Net amortization of debt
securities premiums
and discounts 13,270 82,228
Amortization of
intangible assets 233,475 186,944
Decrease (increase) in
accrued interest
Receivable 18,972 (66,390)
Increase in other assets (386,690) (330,580)
Decrease in accrued (88,002)
interest payable (164,815)
Increase in other
liabilities 512,045 450,444
Net securities losses 27,710 ----
Other, net (48,186) (70,264)
Origination of mortgage loans
for sale (3,338,874) (11,043,083)
Proceeds from the sale of
mortgage loans held for sale 3,338,874 11,043,083
Net cash provided by
operating activities 2,082,817 1,642,148
Cash flows from investing activities:
Net increase in loans (4,078,670) (117,231)
Purchases of available-for-sale
debt securities (34,715,878) (10,174,564)
Purchases of held-to-maturity
debt securities (261,231) ----
Proceeds from sales of
available-for-sale
debt securities 978,878 ----
Proceeds from maturities of
debt securities:
Available-for-sale 36,129,941 3,334,517
Held-to-maturity 2,660,911 1,296,906
Proceeds from calls of debt
securities:
Available-for-sale -- 5,125,000
Held-to-maturity 110,000 617,000
Purchase of Mid Central Bancorp
Inc., net of cash and cash
equivalents acquired (4,490,642) ----
Purchases of premises and (110,412) (518,974)
equipment
Proceeds from dispositions of
premises and equipment 8,547 ----
Proceeds from sales of other
real estate owned and
repossessions 203,183 145,015
Net cash used in
investing activities (3,565,373) (292,331)
Continued on next page
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2000 1999
Cash flows from financing activities:
Net decrease in demand
deposits (3,062,483) (4,980,394)
Net increase (decrease) in
interest-bearing
transaction accounts (943,082) 132,673
Net increase (decrease) in (723,719)
time deposits 4,747,533
Net increase (decrease) in
federal funds purchased and
securities sold under
agreements to repurchase (7,659,043) 2,727,350
Net decrease in interest-
bearing demand notes
to U.S. Treasury (1,927,497) (301,861)
Proceeds from Federal Home
Loan Bank borrowings 5,000,000 ----
Repayment of Federal Home
Loan Bank borrowings (217,450) ----
Proceeds from other
borrowed money 1,000,000 ----
Cash dividends paid (398,758) (359,255)
Net cash used in
financing activities (3,460,780) (3,505,206)
Net decrease in cash and cash
equivalents (4,943,336) (2,155,389)
Cash and cash equivalents,
beginning of period 32,601,208 46,203,744
Cash and cash equivalents, end of
period $27,657,872 $44,048,355
Supplemental disclosure of cash
flow information-
Cash paid (received) during
period for:
Interest $4,904,461 3,957,725
Income taxes (19,865) 90,393
Supplemental schedule of noncash
investing activities-
Other real estate and
repossessions
acquired in settlement
of loans 237,982 89,051
See accompanying notes to condensed consolidated financial
statements.
EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Exchange National Bancshares, Inc. ("Bancshares" or the
"Company") is a bank holding company registered under the Bank
Holding Company Act of 1956. Bancshares' activities currently
are limited to ownership of the outstanding capital stock of The
Exchange National Bank of Jefferson City (ENB), Union State
Bancshares, Inc. (Union) which owns 100% of Union State Bank and
Trust of Clinton (USB) and Mid Central Bancorp, Inc. (Mid
Central) which owns 100% of Osage Valley Bank of Warsaw (OVB).
Bancshares acquired ENB on April 7, 1993, Union on November 3,
1997 and Mid Central on January 3, 2000. The acquisition of Mid
Central was accounted for as a purchase transaction.
Accordingly, the results of operations of Mid Central have been
included in the condensed consolidated financial statements since
acquisition. A summary of unaudited pro forma combined financial
information for the three months ended March 31, 1999 for
Bancshares and Mid Central as if the transaction had occurred on
January 1, 1999 is as follows:
THREE MONTHS ENDED
MARCH 31, 1999
NET INTEREST
INCOME $4,125,168
NET INCOME $1,137,821
EARNINGS PER SHARE $1.06
The accompanying condensed consolidated financial statements
include all adjustments, which in the opinion of management are
necessary in order to make those statements not misleading.
Certain amounts in the 1999 condensed consolidated financial
statements have been reclassified to conform with the 2000
condensed consolidated presentation. Such reclassifications have
no effect on previously reported net income. Operating results
for the period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 2000.
It is suggested that these condensed consolidated interim
financial statements be read in conjunction with the Company's
audited consolidated financial statements included in its 1999
Annual Report to Shareholders under the caption "Consolidated
Financial Statements" and incorporated by reference into its
Annual Report on Form 10-K for the year ended December 31, 1999
as Exhibit 13.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission. Certain information
and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed and omitted. The Company believes
that these financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position as of March
31, 2000 and December 31, 1999 and the consolidated statements
of earnings, changes in stockholders' equity and cash flows
for the three months ended March 31, 2000 and 1999.
Earnings per share is computed by dividing net income by
1,219,025 and 1,077,723, the weighted average number of common
shares outstanding during the three month periods ended March 31,
2000 and 1999 respectively after adjusting for a 3 for 2 stock
split in October, 1999. Due to the fact Bancshares has no
dilutive instruments, basic earnings per share and dilutive
earnings per share are equal.
For the three-month periods ended March 31, 2000 and 1999,
unrealized holding gains and losses on investment in debt and
equity securities available-for-sale were Bancshares' only other
comprehensive income component. Comprehensive income for the
three-month periods ended March 31, 2000 and 1999 is summarized
as follows:
THREE MONTHS ENDED
MARCH 31,
2000 1999
Net income $1,344,271 $1,109,088
Other comprehensive loss:
Net unrealized holding
losses on investments in debt
and equity securities
available-for-sale, net
of taxes (19,250) (199,674)
Adjustment for net
securities losses
realized in net income,
net of applicable
income taxes 18,287 ----
Total other comprehensive (963) (199,674)
loss
Comprehensive income $1,343,308 $909,414
In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities
(SFAS 133). SFAS 133 establishes standards for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires an
entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure
those instruments at fair value. In September, 1999, the FASB
issued Statement of Financial Accounting Standards No. 137,
Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133, an
Amendment of FASB Statement No. 133, which defers the effective
date of SFAS 133 from fiscal years beginning after June 15, 1999
to fiscal years beginning after June 15, 2000. Earlier
application of SFAS 133, as amended, is encouraged but should not
be applied retroactively to financial statements of prior
periods. Our Company is currently evaluating the requirements
and impact of SFAS 133, as amended.
Through the respective branch network, ENB, USB and OVB
provide similar products and services in two defined geographic
areas. The products and services offered include a broad
range of commercial and personal banking services, including
certificates of deposit, individual retirement and other time
deposit accounts, checking and other demand deposit accounts,
interest checking accounts, savings accounts and money market
accounts. Loans include real estate, commercial, installment and
other consumer loans. Other financial services include automatic
teller machines, trust services, credit related insurance, and
safe deposit boxes. The revenues generated by each business
segment consist primarily of interest income, generated from the
loan and debt and equity security portfolios, and service charges
and fees, generated from the deposit products and services. The
geographic areas are defined to be communities surrounding
Jefferson City, Clinton and Warsaw, Missouri. The products and
services offered to customers primarily within their respective
geographical areas. The business segments results which follow
are consistent with the Company's internal reporting system which
is consistent, in all material respects, with generally accepted
accounting principles and practices prevalent in the banking
industry. Osage Valley Bank's data is shown only for the current
year as OVB was acquired in January 2000.
MARCH 31, 2000
THE EXCHANGE UNION STATE OSAGE
NATIONAL BANK BANK AND VALLEY BANK
OF JEFFERSON TRUST OF OF CORPORATE
CITY CLINTON WARSAW AND OTHER TOTAL
Balance sheet
information:
Loans, net of
allowance
for loan
losses $239,570,968 $85,538,570 $25,732,644 ---- $350,842,182
Debt and equity
securities 62,310,216 42,271,753 25,556,731 ---- 130,138,700
Total assets 330,765,822 151,755,612 59,638,750 2,021,083 544,181,267
Deposits 260,923,413 124,810,257 49,089,214 (3,942,186) 430,880,698
Stockholders'
equity 34,960,954 20,706,936 8,505,908 (7,333,971) 56,839,827
DECEMBER 31, 1999
THE EXCHANGE UNION STATE
NATIONAL BANK BANK AND
OF TRUST OF CORPORATE
JEFFERSON CITY CLINTON AND OTHER TOTAL
Balance sheet information:
Loans, net of
allowance
for loan losses $236,768,520 $84,695,318 ---- $321,463,838
Debt and equity
securities 69,269,111 41,967,930 ---- 111,237,041
Total assets 340,806,693 152,659,552 1,480,000 494,946,245
Deposits 266,586,794 126,081,941 (11,649,160) 381,019,575
Stockholders'
equity 34,610,335 20,383,146 954,077 55,947,558
THREE MONTHS ENDED MARCH 31, 2000
THE EXCHANGE UNION STATE OSAGE
NATIONAL BANK BANK AND VALLEY BANK
OF JEFFERSON TRUST OF OF CORPORATE
CITY CLINTON WARSAW AND OTHER TOTAL
Statement of earnings:
Total interest
income $ 5,980,518 $2,492,712 $ 986,220 8,090 $9,467,540
Total interest
expense 2,807,967 1,214,945 499,830 216,904 4,739,646
Net interest
income 3,172,551 1,277,767 486,390 (208,814) 4,727,894
Provision for
loan losses 225,000 30,000 3,000 ---- 258,000
Noninterest
income 637,378 145,738 52,545 ---- 835,661
Noninterest
expense 2,035,370 891,039 325,544 124,892 3,376,845
Income taxes 456,000 170,167 69,172 (110,900) 584,439
Net income
(loss) 1,093,559 332,299 141,219 (222,806) 1,344,271
THREE MONTHS ENDED MARCH 31, 1999
THE EXCHANGE UNION STATE
NATIONAL BANK BANK AND
OF TRUST OF CORPORATE
JEFFERSON CITY CLINTON AND OTHER TOTAL
Statement of earnings:
Total interest
income $ 5,276,436 $ 2,376,300 ---- $7,652,736
Total interest
expense 2,459,053 1,208,715 201,955 3,869,723
Net interest
income 2,817,383 1,167,585 (201,955) 3,783,013
Provision for
loan losses 150,000 30,000 ---- 180,000
Noninterest
income 585,403 137,372 ---- 722,775
Noninterest
expense 1,797,783 811,550 50,367 2,659,700
Income taxes 465,150 177,250 (85,400) 557,000
Net income (loss) 989,853 286,157 (166,922) 1,109,088
The Company completed its purchase of Calhoun Bancshares, Inc.,
(Calhoun) the parent company of Citizens State Bank of Calhoun
(Citizens) on May 4, 2000. The total purchase price was
approximately $14,480,000 in cash, which included a premium in
excess of the carrying value of Calhoun's net assets of
approximately $7,850,000. Immediately following the purchase
Citizens State Bank was merged with and into Union State Bank and
Trust with the surviving institution being renamed Citizens Union
State Bank.
The Company has also entered into an agreement to acquire CNS
Bancorp, Inc. (CNS), the parent company of City National Savings
Bank, FSB (City). The total purchase price of CNS is
approximately $25,500,000 with approximately $12,740,000 to be
paid in cash and $12,765,000 to be paid in stock of the Company.
The total purchase price of CNS includes a premium of
approximately $3,700,000 in excess of the carrying value of CNS's
net assets. This acquisition is subject to approval of CNS's
shareholders. It is anticipated that this acquisition will close
in June of 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE
STATEMENTS MADE IN THIS REPORT ON FORM 10-Q ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE WORDS
"SHOULD", "EXPECT", "ANTICIPATE", "BELIEVE", "INTEND", "MAY",
"HOPE", "FORECAST" AND SIMILAR EXPRESSIONS MAY IDENTIFY FORWARD
LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS, FINANCIAL
CONDITION, OR BUSINESS COULD DIFFER MATERIALLY FROM ITS
HISTORICAL RESULTS, FINANCIAL CONDITION, OR BUSINESS, OR THE
RESULTS OF OPERATIONS, FINANCIAL CONDITION, OR BUSINESS
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT
MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY THE FORWARD LOOKING STATEMENTS HEREIN INCLUDE
MARKET CONDITIONS AS WELL AS CONDITIONS SPECIFICALLY AFFECTING
THE BANKING INDUSTRY GENERALLY AND FACTORS HAVING A SPECIFIC
IMPACT ON BANCSHARES INCLUDING, BUT NOT LIMITED TO, FLUCTUATIONS
IN INTEREST RATES AND IN THE ECONOMY; THE IMPACT OF LAWS AND
REGULATIONS APPLICABLE TO BANCSHARES AND CHANGES THEREIN;
COMPETITIVE CONDITIONS IN THE MARKETS IN WHICH BANCSHARES
CONDUCTS ITS OPERATIONS, INCLUDING COMPETITION FROM BANKING AND
NON-BANKING COMPANIES WITH SUBSTANTIALLY GREATER RESOURCES THAN
BANCSHARES, SOME OF WHICH MAY OFFER AND DEVELOP PRODUCTS AND
SERVICES NOT OFFERED BY BANCSHARES; AND THE ABILITY OF BANCSHARES
TO RESPOND TO CHANGES IN TECHNOLOGY. ADDITIONAL FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES WERE DISCUSSED
UNDER THE CAPTION "FACTORS THAT MAY AFFECT FUTURE RESULTS OF
OPERATIONS, FINANCIAL CONDITION, OR BUSINESS," IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999,
AS WELL AS THOSE DISCUSSED ELSEWHERE IN THE COMPANY'S REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Net income for the three months ended March 31, 2000 of
$1,344,000 increased $235,000 when compared to the first quarter
of 1999. Earnings per common share for the first quarter of 2000
of $1.10 increased 7 cents or 6.8% when compared to the first
quarter of 1999. The inclusion of Mid Central's results for the
first quarter of 2000 contributed approximately $59,000 (net of
after tax funding costs) to the increase in consolidated net
income.
The following table provides a comparison of fully taxable
equivalent earnings, including adjustments to interest income and
tax expense for interest on tax-exempt loans and investments.
(DOLLARS EXPRESSED IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
2000 1999
Interest income $ 9,467 $ 7,653
Fully taxable equivalent (FTE)
adjustment 213 144
Interest income (FTE basis) 9,680 7,797
Interest expense 4,740 3,870
Net interest income (FTE basis) 4,940 3,927
Provision for loan losses 258 180
Net interest income after
provision for
loan losses (FTE basis) 4,682 3,747
Noninterest income 836 723
Noninterest expense 3,377 2,660
Earnings before income taxes
(FTE basis) 2,141 1,810
Income taxes 584 557
FTE adjustment 213 144
Income taxes (FTE basis) 797 701
Net income $ 1,344 $ 1,109
Net interest income on a fully taxable equivalent basis
increased $1,013,000 or 25.8% to $4,940,000 or 4.05% of average
earning assets for the first quarter of 2000 compared to
$3,927,000 or 3.88% of average earning assets for the same period
of 1999. The provision for loan losses for the three months
ended March 31, 2000 was $258,000 compared to $180,000 for the
same period of 1999.
Noninterest income and noninterest expense for the three-
month periods ended March 31, 2000 and 1999 were as follows:
(DOLLARS EXPRESSED IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, INCREASE (DECREASE)
2000 1999 AMOUNT %
NONINTEREST INCOME
Service charges on $ 328 $ 261 $ 67 25.7%
deposit accounts
Trust department 220 87 133 152.9
income
Brokerage income 28 14 14 100.0
Mortgage loan 116 112 4 3.6
servicing fees
Gain on sales of 70 152 (82) (53.9)
mortgage loans
Net loss on sales
and calls of
debt securities (28) ---- (28) (100.0)
Credit card fees 37 29 8 27.6
Other 65 68 (3) (4.4)
$ 836 $ 723 $ 113 15.6%
NONINTEREST EXPENSE
Salaries and $ 1,753 $ 1,474 $ 279 18.9%
employee benefits
Occupancy expense 202 155 47 30.3
Furniture and 348 260 88 33.8
equipment expense
FDIC insurance 24 17 7 41.2
assessment
Advertising and 57 50 7 14.0
promotion
Postage, printing 142 119 23 19.3
and supplies
Legal, examination,
and professional 131 58 73 125.9
fees
Credit card 26 19 7 36.8
expenses
Credit investiga-
tion and loan
collection 41 37 4 10.8
expenses
Amortization of 233 187 46 24.6
intangible assets
Other 420 284 136 47.9
$ 3,377 $ 2,660 $ 717 27.0%
Noninterest income increased $113,000 or 15.6% to $836,000
for the first quarter of 2000 compared to $723,000 for the same
period of 1999. Approximately $53,000 or 46.9% of the increase in
noninterest income reflected the inclusion of Mid Central's
results in the first quarter of 2000. The remainder of the
increase primarily reflected an increase in trust department
income at ENB that was the result of instituting new trust fee
schedules as well as the collection of several large trust
distribution fees. Gains on sales of mortgage loans decreased
$82,000 or 53.9% due to a decrease in volume of loans originated
and sold to the secondary market from approximately $11,043,000
in the first quarter of 1999 to approximately $3,339,000 for the
first quarter of 2000. The Company also had a loss of
approximately $28,000 on the sale of a security during the first
quarter of 2000.
Noninterest expense increased $717,000 or 27.0% to $3,377,000
for the first quarter of 2000 compared to $2,660,000 for the
first quarter of 1999. Approximately $332,000 or 46.3% of the
increase in noninterest expense reflected the inclusion of Mid
Central's results in the first quarter of 2000. The remaining
$385,000 increase represents a 14.5% increase in noninterest
expense compared to the first quarter of 1999 and primarily
reflects increases in salaries and employee benefits, occupancy
expense, furniture expense, legal and professional fees and other
noninterest expense. Excluding the increases attributable to Mid
Central, salaries and benefits increased $125,000 or 8.5%,
occupancy expense increased $36,000 or 23.2%, furniture and
equipment expense increased $71,000 or 27.3%, legal and
professional fees increased $57,000 or 98.3%, and other
noninterest expense increase $83,000 or 29.2%. The increase in
salary and benefits reflects normal salary and insurance benefit
increases as well as additional hires. The increase in
occupancy, furniture and equipment expense is primarily related
to a major renovation project at ENB that was completed in April,
1999 and to an upgrade of core data processing equipment at USB
in December, 1999. As a result depreciation expenses are higher
this year compared to last year. The increase in legal and
professional fees reflects expenses the Company incurred related
to development of a proposed stock incentive plan, shareholders'
rights plan and other corporate and shareholder matters. The
increase in other noninterest expense is spread across various
expense categories including but not limited to travel, training,
consulting fees and insurance expense.
Income taxes as a percentage of earnings before income taxes
as reported in the condensed consolidated financial statements
was 30.3% for the first quarter of 2000 compared to 33.4% for the
first quarter of 1999. After adding a fully taxable equivalent
adjustment to both income taxes and earnings before income taxes
for tax-exempt income on loans and investment securities, the
fully taxable equivalent ratios of income taxes as a percentage
of earnings before income taxes were 37.2% for the first quarter
of 2000 and 38.7% for the first quarter of 1999.
NET INTEREST INCOME
Fully taxable equivalent net interest income increased
$1,013,000 or 25.8% for the three-month period ended March 31,
2000 compared to the same period in 1999. Approximately $567,000
or 56.0% of the increase in taxable equivalent net interest
income is attributable to the inclusion of Mid Central's net
interest income in the first quarter.
The following table presents average balance sheets, net
interest income, average yields of earning assets, and average
costs of interest bearing liabilities on a fully taxable
equivalent basis for the three month periods ended March 31, 2000
and 1999.
(DOLLARS EXPRESSED IN THOUSANDS)
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
Interest Rate Interest Rate
Average Income/ Earned/ Average Income/ Earned/
Balance Expense<F1> Paid<F1> Balance Expense<F1> Paid<F1>
ASSETS
Loans:<F2>
Commercial $116,207 $ 2,482 8.66% $ 97,478 $ 2,056 8.55%
Real estate 183,379 3,770 8.34 140,567 2,868 8.27
Consumer 53,400 1,129 8.57 46,496 1,007 8.78
Investment securities<F3>
U.S. Treasury
and U.S. Gov't
Agencies 93,136 1,457 6.34 70,825 1,034 5.92
State and
municipal 35,015 644 7.46 26,964 482 7.25
Other 5,220 75 5.83 1,422 23 6.56
Federal funds sold 5,694 78 5.56 26,680 324 4.93
Interest-bearing
deposits 3,153 45 5.79 230 3 5.29
Total interest
earning assets 495,204 9,680 7.93 410,662 7,797 7.70
All other assets 53,508 42,482
Allowance for
loan losses (5,120) (4,490)
Total assets $543,592 $448,654
Continued on next page
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
Interest Rate Interest Rate
Average Income/ Earned/ Average Income/ Earned/
Balance Expense<F1> Paid<F1> Balance Expense<F1> Paid<F1>
LIABILITIES AND
STOCKHOLDERS'
EQUITY
NOW accounts $81,000 $ 557 2.79% $ 54,318 $ 303 2.26%
Savings 38,838 270 2.82 35,705 255 2.90
Money market 44,984 426 3.84 40,361 377 3.79
Deposits of
$100,000
and over 29,068 375 5.23 24,614 341 5.39
Other time
deposits 181,684 2,354 5.25 162,632 2,100 5.27
Total time
deposits 375,574 3,982 4.30 317,630 3,376 4.31
Federal funds
purchased
and securities
sold under
agreements to
repurchase 21,127 273 5.24 16,025 202 5.11
Interest-bearing
demand
notes to US
Treasury 894 16 6.27 449 7 6.32
Other borrowed
money 30,339 469 7.26 17,150 285 6.74
Total interest-
bearing
liabilities 427,934 4,740 4.49 351,254 3,870 4.47
Demand deposits 54,714 46,970
Other liabilities 3,775 3,878
Total liabilities 486,423 402,102
Stockholders'
equity 57,169 46,552
Total liabilities
and stockholders'
equity $543,592 $448,654
Net interest
income $ 4,940 $ 3,927
Net interest
margin<F4> 4.05% 3.88%
<FN>
<F1> Interest income and yields are presented on a fully
taxable equivalent basis using the Federal statutory
income tax rate of 34%. Such adjustments were $213,000 in
2000 and $144,000 in 1999.
<F2> Non-accruing loans are included in the average amounts
outstanding.
<F3> Average balances based on amortized cost.
<F4> Net interest income divided by average total interest
earning assets.
</FN>
The following table presents, on a fully taxable equivalent
basis, an analysis of changes in net interest income resulting
from changes in average volumes of earning assets and interest
bearing liabilities and average rates earned and paid. The
change in interest due to the combined rate/volume variance has
been allocated to rate and volume changes in proportion to the
absolute dollar amounts of change in each.
(DOLLARS EXPRESSED IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2000
COMPARED TO
THREE MONTHS ENDED MARCH 31, 1999
TOTAL CHANGE DUE TO
CHANGE VOLUME RATE
INTEREST INCOME ON A
FULLY TAXABLE EQUIVALENT
BASIS:
Loans: <F1>
Commercial $ 426 $ 400 26
Real estate <F2> 902 879 23
Consumer 122 147 (25)
Investment securities:
U.S. Treasury and U.S.
Government agencies 423 345 78
State and municipal <F2> 162 148 14
Other 52 54 (2)
Federal funds sold (246) (283) 37
Interest-bearing deposits 42 42 ----
Total interest income 1,883 1,732 151
INTEREST EXPENSE:
NOW accounts 254 173 81
Savings 15 21 (6)
Money market 49 44 5
Deposits of $100,000 and 34 59 (25)
over
Other time deposits 254 247 7
Federal funds purchased
and securities sold
under agreements to
repurchase 71 66 5
Interest-bearing demand
notes to U.S. Treasury 9 8 1
Other borrowed money 184 205 (21)
Total interest
expense 870 823 47
NET INTEREST INCOME ON A
FULLY TAXABLE EQUIVALENT
BASIS $ 1,013 909 104
<F1> Non-accruing loans are included in the average amounts
outstanding.
<F2> Interest income and yields are presented on a fully taxable
equivalent basis using the federal statutory income tax
rate of 34%. Such adjustments totaled $213,000 in 2000 and
$144,000 in 1999.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is based on management's
evaluation of the loan portfolio in light of national and local
economic conditions, changes in the composition and volume of the
loan portfolio, changes in the volume of past due and nonaccrual
loans, and other relevant factors. The allowance for loan
losses, which is reported as a deduction from loans, is available
for loan charge-offs. The allowance is increased by the
provision charged to expense and is reduced by loan charge-offs,
net of loan recoveries.
Management formally reviews all loans in excess of certain
dollar amounts (periodically established) at least annually. In
addition, on a monthly basis, management reviews past due,
"classified", and "watch list" loans in order to classify or
reclassify loans as "loans requiring attention," "substandard,"
"doubtful," or "loss". During that review, management also
determines what loans should be considered to be "impaired".
Management believes, but there can be no assurance, that these
procedures keep management informed of possible problem loans.
Based upon these procedures, both the allowance and provision for
loan losses are adjusted to maintain the allowance at a level
considered adequate by management for estimated losses inherent
in the loan portfolio. See additional discussion concerning
nonperforming loans under "Financial Condition."
The allowance for loan losses was increased by net loan
recoveries of $6,635 for the first quarter of 2000 compared to
net charge-offs of $25,987 for the first quarter of 1999. The
allowance for loan losses was increased by a provision charged to
expense of $258,000 for the first quarter of 2000 compared to
$180,000 for the first quarter of 1999.
The balance of the allowance for loan losses was $5,311,695
at March 31, 2000 compared to $4,764,801 at December 31, 1999 and
$4,566,934 at March 31, 1999. The acquisition of Mid Central
added $285,258 to the allowance for loan losses at March 31,
2000. The allowance for loan losses as a percent of outstanding
loans was 1.49% at March 31, 2000 compared to 1.46% at December
31, 1999 and 1.58% at March 31, 1999.
FINANCIAL CONDITION
Total assets increased $49,235,022 or 9.9% to $544,181,267 at
March 31, 2000 compared to $494,946,245 at December 31, 1999.
The acquisition of Mid Central added $59,638,750 in assets to the
Company's totals. Total liabilities increased $48,342,753 or
11.0% to $487,341,440 with the acquisition of Mid Central adding
$51,132,842 in liabilities. Stockholders' equity increased
$892,269 or 1.6% to $56,839,827.
Loans increased $29,925,238 or 9.2% to $356,153,877 at March
31, 2000 compared to $326,228,639 at December 31, 1999.
$26,017,902 or 86.9% of the increase in loans is attributed to
the acquisition of Mid Central. Other than the increases that
resulted from the Mid Central acquisition, commercial loans
increased $734,171; real estate construction loans decreased
$6,937,000; real estate mortgage loans increased $7,866,041; and
consumer loans increased $2,342,945.
Nonperforming loans, defined as loans on nonaccrual status,
loans 90 days or more past due, and restructured loans totaled
$2,511,000 or 0.71% of total loans at March 31, 2000 compared to
$1,693,000 or 0.52% of total loans at December 31, 1999. Detail
of those balances plus other real estate and repossessions is as
follows:
(DOLLARS EXPRESSED IN THOUSANDS)
MARCH 31, 2000 DECEMBER 31, 1999
% OF % OF
GROSS GROSS
BALANCE LOANS BALANCE LOANS
Nonaccrual loans:
Commercial $ 984 .28% $ 841 .26%
Real estate:
Construction 134 .04 134 .04
Mortgage 1,124 .31 507 .15
Consumer 64 .02 57 .02
2,306 .65 1,539 .47
Loans contractually past-due 90 days
Or more and still accruing:
Commercial 123 .03 ---- ----
Real estate:
Construction ---- ---- ---- ----
Mortgage ---- ---- ---- ----
Consumer 22 .01 22 .01
145 .04 22 .01
Restructured loans 60 .02 132 .04
Total nonperforming
loans 2,511 .71% 1,693 .52%
Other real estate ---- ----
Repossessions 126 91
Total nonperforming
assets $ 2,637 $ 1,784
The allowance for loan losses was 211.55% of nonperforming
loans at March 31, 2000 compared to 281.45% of nonperforming
loans at December 31, 1999. The $617,000 increase to $1,124,000
in nonaccrual mortgage loans is primarily represented by one
credit totaling approximately $605,000. The $123,000 increase to
$145,000 in loans past-due 90 days or more and still accruing
consists of one credit at USB and is well secured. No
significant loss is expected from these credits.
It is the Company's policy to discontinue the accrual of
interest income on loans when the full collection of interest or
principal is in doubt, or when the payment of interest or
principal has become contractually 90 days past due unless the
obligation is both well secured and in the process of collection.
A loan remains on nonaccrual status until the loan is current as
to payment of both principal and interest and/or the borrower
demonstrates the ability to pay and remain current. Interest on
loans on nonaccrual status at March 31, 2000 and 1999, which
would have been recorded under the original terms those loans,
was approximately $122,000 and $24,000 for the three months ended
March 31, 2000 and 1999, respectively. Approximately $86,000 and
$3,000 was actually recorded as interest income on such loans for
the three months ended March 31, 2000 and 1999, respectively.
A loan is considered "impaired" when it is probable a
creditor will be unable to collect all amounts due - both
principal and interest - according to the contractual terms of
the loan agreement. In addition to nonaccrual loans at March 31,
2000 included in the table above, which were considered
"impaired", management has identified additional loans totaling
approximately $5,659,000 which are not included in the nonaccrual
table above but are considered by management to be "impaired".
The $5,659,000 of loans identified by management as being
"impaired" reflected various commercial, commercial real estate,
real estate, and consumer loans ranging in size from
approximately $3,000 to approximately $3,000,000. The average
balance of nonaccrual and other "impaired" loans for the first
three months of 2000 was approximately $7,965,000. At March 31,
2000 the allowance for loan losses on impaired loans was $878,000
compared to $884,000 at December 31, 1999.
As of March 31, 2000 and December 31, 1999 approximately
$399,000 and $315,000 of loans not included in the nonaccrual
table above or identified by management as being "impaired" were
classified by management as having more than normal risk. In
addition to the classified list, out Company also maintains an
internal loan watch list of loans which for various reasons, not
all related to credit quality, management is monitoring more
closely that the average loan portfolio. Loans may be added to
this list for reasons that are temporary and correctable, such as
the absence of current financial statements of the borrower, or a
deficiency in loan documentation. Other loans are added as soon
as any problem is detected which might affect the borrower's
ability to meet the terms of the loan. This could be initiated
by the delinquency of a scheduled loan payment, a deterioration
in the borrower's financial condition identified in a review of
periodic financial statements, a decrease in the value of the
collateral securing the loan, or a change in the economic
environment within which the borrower operates. Once the loan is
placed on our Company's watch list, its condition is monitored
closely. Any further deterioration in the condition of the loan
is evaluated to determine if the loan should be assigned to a
higher risk category.
Investment in debt and equity securities classified as
available-for-sale increased $12,748,461 or 14.0% to $103,720,447
at March 31, 2000 compared to $90,971,981 at December 31, 1999.
The acquisition of Mid Central accounted for the entire increase.
Investments classified as available-for-sale are carried at fair
value. At December 31, 1999 the market valuation account for the
available-for-sale investments of negative $1,501,068 decreased
the amortized cost of those investments to their fair value on
that date and the net after tax decrease resulting from the
market valuation adjustment of negative $990,769 was reflected as
a separate positive component of stockholders' equity. During
2000, the market valuation account was increased $837 to a
negative $1,500,231 to reflect the fair value of available-for-
sale investments at March 31, 2000 and the net after tax
decrease resulting from the change in the market valuation
adjustment of $963 decreased the stockholders' equity component
to a negative $991,732 at March 31, 2000.
Investments in debt securities classified as held-to-maturity
increased $6,153,198 or 30.4% to $26,418,253 at March 31, 2000
compared to $20,265,055 at December 31, 1999. The acquisition of
Mid Central also accounted for this entire increase. Investments
classified as held-to-maturity are carried at amortized cost. At
March 31, 2000 and December 31, 1999 the aggregate fair value of
Bancshares' held-to-maturity investment portfolio was
approximately $251,000 more and $39,000 less, respectively, more
than its aggregate carrying value.
Cash and cash equivalents, which consist of cash and due from
banks and Federal funds sold, decreased $4,943,336 or 15.2% to
$27,657,872 at March 31, 2000 compared to $32,601,208 at December
31, 1999. This decrease was primarily the result of the cash
and cash equivalents used to purchase Mid Central.
Premises and equipment increased $377,594 or 3.1% to
$12,738,706 at March 31, 2000 compared to $12,361,112 at December
31, 1999. The increase reflected fixed assets acquired in the
Mid Central acquisition of $550,494 plus expenditures for
premises and equipment of $110,412, sales and retirements of
premises and equipment of $8,547, and depreciation expense of
$274,765.
Total deposits increased $49,861,123 or 13.1% to $430,880,698
at March 31, 2000 compared to $381,019,575 at December 31, 1999.
The acquisition of Mid Central accounted for $49,089,188 or 98.5%
of the increase.
Securities sold under agreements to repurchase decreased
$7,659,043 to $17,235,864 at March 31, 2000 compared to
$24,894,907 at December 31, 1999 due primarily to the loss of a
large public fund account at ENB.
The increase in stockholders' equity reflects net income of
$1,344,271 less dividends declared of $451,039 and $963 in
unrealized holding losses on investment in debt and equity
securities available-for-sale.
No material changes in the Company's liquidity or capital
resources have occurred since December 31, 1999.
YEAR 2000 COSTS
Exchange committed significant resources during 1999 to take
the necessary steps to enable both new and existing systems,
applications and equipment to effectively process transactions up
to and beyond Year 2000. The total cost of the Year 2000
readiness program was approximately $715,000, comprised of
capital improvements of $650,000 and direct expense of $65,000.
The capital improvements will be charged to expense in the form
of depreciation expense or lease expense, generally over a period
of 60 months.
Exchange and its subsidiaries upgraded or replaced all
mission critical applications and equipment that were not Year
2000 compliant prior to year-end to ensure that all
applications would be able to function in the Year 2000 and
beyond. All regulatory testing dates were met during the year.
Operational contingency plans were developed and tested to ensure
that services could still be provided to our customers in the
event of Year 2000 failures or problems. Neither Exchange nor
any of its subsidiaries have experienced any Year 2000 failures
or disruptions in services to our customers nor is our Company
aware of any significant Year 2000 issues incurred by borrowers
or significant vendors used by our Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Our Company's exposure to market risk is reviewed on a
regular basis by the Banks' Asset/Liability Committees and Boards
of Directors. Interest rate risk is the potential of economic
losses due to future interest rate changes. These economic
losses can be reflected as a loss of future net interest income
and/or a loss of current fair market values. The objective is to
measure the effect on net interest income and to adjust the
balance sheet to minimize the inherent risk while at the same
time maximizing income. Management realizes certain risks are
inherent and that the goal is to identify and minimize those
risks. Tools used by the Banks' management include the standard
GAP report subject to different rate shock scenarios. At March
31, 2000, the rate shock scenario models indicated that annual
net interest income could decrease or increase by as much as 2 to
3% should interest rates rise or fall, respectively, within 200
basis points from their current level over a one year period
compared to as much as 4% at December 31, 1999.
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.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Company
(filed as Exhibit 3(a) to the Company's
Registration Statement on Form S-4
(Registration No. 33-54166) and
incorporated herein by reference).
3.2 Bylaws of the Company (filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999
(Commission file number 0-23636) and
incorporated herein by reference).
4 Specimen certificate representing shares of
the Company's $1.00 par value common stock
(filed as Exhibit 4 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1999 (Commission
File number 0-23636) and incorporated
herein by reference).
27 Financial Data Schedule
(b) Reports on Form 8-K.
On January 3, 2000 a report on form 8-K was filed
announcing the consummation of the acquisition of Mid
Central Bancorp, Inc. and its wholly owned subsidiary,
Osage Valley Bank of Warsaw, Missouri.
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.
EXCHANGE NATIONAL BANCSHARES, INC.
DATE By /s/ Donald L. Campbell
___________________________________
Donald L. Campbell, Chairman of the
Board of Directors, President and
May 12, 2000 Principal Executive Officer
By /s/ Richard G. Rose
___________________________________
Richard G. Rose, Treasurer
May 12, 2000
EXCHANGE NATIONAL BANCSHARES, INC.
INDEX TO EXHIBITS
March 31, 2000 Form 10-Q
EXHIBIT NO. DESCRIPTION PAGE NO.
3.1 Articles of Incorporation of the
Company (filed as Exhibit 3(a)
to the Company's Registration
Statement on Form S-4 (Registration
No. 33-54166) and incorporated
herein by reference). <F**>
3.2 Bylaws of the Company (filed as Exhibit
3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1999 (Commission file
number 0-23636) and incorporated
herein by reference). <F**>
4 Specimen certificate representing shares
of the Company's $1.00 par value common
stock (filed as Exhibit 4 to the
Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1999 (Commission file number 0-23636)
and incorporated herein by reference). <F**>
27 Financial Data Schedule 27
[FN]
<F**> Incorporated by reference.
</FN>