1 U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1999 [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________to _________________ Commission file number 333-26699 CORNERSTONE BANCSHARES, INC. (Exact name of small business issuer as specified in its charter) TENNESSEE 62-1173944 (State of other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5319 HIGHWAY 153 CHATTANOOGA, TENNESSEE 37343 (Address of principal executive offices) (423) 877-8181 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 12, 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 APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,011,561 SHARES OF COMMON STOCK AS OF JUNE 30, 1999. 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CORNERSTONE BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets For the Six Months Ended June 30, 1999 and June 30, 1998 and the Year Ended December 31, 1998 Unaudited Unaudited June 30, December 31, June 30, ----------- ------------- ------------ ASSETS 1999 1998 1998 ----------- ------------- ------------ Cash and due from banks 6,654,167 4,268,967 5,466,853 Federal funds sold 5,355,000 8,425,000 2,855,000 Investment securities available for sale 11,955,433 9,280,116 12,214,764 Investment securities held to maturity 6,989,300 9,077,465 12,851,861 Loans, less allowance for loan loss 65,220,182 72,492,549 69,714,387 Premises and equipment, net 1,921,513 1,967,329 1,968,221 Accrued interest receivable 534,078 638,441 720,138 Excess cost over fair value of assets acquired 2,778,539 2,834,124 2,866,474 Other assets 1,853,347 1,522,143 1,145,925 ------------ ------------ ------------ Total assets 103,261,559 110,506,134 109,803,624 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Non interest bearing 12,259,447 14,151,526 11,048,289 NOW accounts 14,985,198 12,998,223 13,306,067 Savings deposits and money market accounts 9,616,620 10,283,103 11,045,520 Time deposits of $100,000 or more 15,138,652 17,489,618 16,655,901 Time deposits of less than $100,000 39,404,797 43,089,138 45,740,892 ------------ ------------ ------------ Total deposits 91,404,714 98,011,608 97,796,669 Other Borrowings 282,191 -- -- Accrued interest payable 183,682 270,634 315,659 Other liabilities 351,544 470,861 329,459 Note Payable 1,250,000 1,250,000 855,000 ------------ ------------ ------------ Total Liabilities 93,472,131 100,003,103 99,296,787 ------------ ------------ ------------ Redeemable common stock 237,504 478,744 478,744 Stockholders' Equity Common stock 1,011,561 1,009,461 1,009,461 Additional paid-in capital 9,284,418 9,017,430 9,017,430 Undivided profits (deficit) (664,092) (41,695) (27,719) Net unrealized gain in securities available for sale (79,963) 39,091 28,920 ------------ ------------ ------------ Total Stockholders' Equity 9,789,428 10,503,031 10,506,836 ------------ ------------ ------------ Total liabilities and stockholders equity 103,261,559 110,506,134 109,803,624 ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 1 3 CORNERSTONE BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Income For the Three and Six Months Ended June 30, 1999 and June 30, 1998 Unaudited Unaudited Three months ended Six months ended June 30, June 30, --------------------------- -------------------------- 1999 1998 1999 1998 ---------- --------- ---------- --------- INTEREST INCOME Interest and fees on loans 1,485,614 1,501,100 3,062,752 3,075,283 Interest on investment securities 252,250 388,166 528,186 665,950 Interest on federal funds sold 86,568 51,437 125,101 137,080 Interest on other earning aseets -- -- -- -- ---------- --------- ---------- --------- Total interest income 1,824,432 1,940,703 3,716,039 3,878,313 ---------- --------- ---------- --------- INTEREST EXPENSE Interest bearing demand accounts 56,023 70,271 116,804 133,594 Money market accounts 47,037 73,610 99,107 131,103 Savings accounts 27,257 25,121 53,886 51,523 Time deposits of less than $100,000 521,915 613,230 1,077,686 1,264,545 Time deposits of $100,000 or more 218,842 289,797 456,909 457,366 Federal funds purchased -- -- 732 570 Securities sold under agreements to repurchase 2,040 -- 3,718 -- Other borrowings 28,255 17,296 52,474 35,465 ---------- --------- ---------- --------- Total interest expense 901,369 1,089,324 1,861,316 2,074,166 ---------- --------- ---------- --------- Net interest income 923,063 851,379 1,854,723 1,804,147 Provision for loan losses 605,000 76,174 655,000 123,192 ---------- --------- ---------- --------- Net interest income after the provision for loan losses 318,063 775,205 1,199,723 1,680,955 ---------- --------- ---------- --------- NONINTEREST INCOME Service charges on deposit accounts 162,486 362,530 253,664 460,287 Net securities gains (losses) -- -- -- -- Other income (3,920) 87,950 33,111 142,938 ---------- --------- ---------- --------- Total noninterest income 158,566 450,480 286,775 603,225 ---------- --------- ---------- --------- NONINTEREST EXPENSE Salaries and employee benefits 556,833 411,811 1,037,178 824,512 Occupancy and equipment expense 134,338 117,048 262,521 225,436 Other operating expense 518,048 327,350 900,803 636,209 ---------- --------- ---------- --------- Total noninterest expense 1,209,219 856,208 2,200,502 1,686,157 ---------- --------- ---------- --------- Income before provision for income taxes (732,589) 369,476 (714,004) 598,023 Provision for income taxes (113,475) 33,662 (91,607) 161,758 ---------- --------- ---------- --------- NET INCOME (619,114) 335,815 (622,397) 436,265 ========== ========= ========== ========= Basic net income per common share (0.61) 0.33 (0.62) 0.43 Diluted net income per common share (0.54) 0.29 (0.54) 0.38 Dividends declared per common share -- -- -- -- The accompanying notes are an integral part of these consolidated financial statements. 2 4 CORNERSTONE BANCSHARES, INC. AND SUBSIDIARY Consolidated Statement of Cash Flows For the Six Months Ended June 30, 1999 and June 30, 1998 1999 1998 ---------- ----------- Cash flows from operating activities: Net income (622,397) 262,308 Adjustments to reconcile net income (loss) to net cash provided by operating actvities: Provision for possible loan losses 655,000 123,192 Provision for depreciation and amortization 176,334 176,076 Accrued interest receivable 104,363 (274,957) Accrued interest payable (86,952) (142,085) Changes in other assets and liabilities: (734,809) (295,089) ----------- ----------- Net cash used in operating activities (508,461) (150,555) ----------- ----------- Cash flows from investing activities: Purchase of investment securities: AFS (6,865,216) (5,115,349) Purchase of investment securities: HTM -- (8,784,905) Proceeds from security transactions: AFS 4,580,543 2,327,557 Proceeds from security transactions: HTM 1,960,754 4,929,566 Net increase in loans 6,617,367 (9,559,545) Purchase of bank premises and equipment (81,272) (127,503) Net cash used in investing activities 6,212,176 (16,330,179) ----------- ----------- Cash flows from financing activities: Net increase in deposits (6,606,894) 16,843,967 Net increase in repurchase agreements 282,191 -- Net increase of notes payable -- -- Issuance of common stock 269,088 1,548,382 ----------- ----------- Net cash provided by finanacing activities (6,055,615) 18,392,349 ----------- ----------- Net increase in cash and cash equivalents (351,900) 1,911,615 Cash and cash equivalents beginning of period 12,693,967 7,303,892 ----------- ----------- Cash and cash equivalents end of period 12,009,167 9,215,507 =========== =========== (684,800) 1,911,615 (332,900) 0 The accompanying notes are an integral part of these consolidated financial statements. 3 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CORNERSTONE BANCSHARES PRESENTATION OF FINANCIAL INFORMATION The 1999 financial information in this report has not been audited. The information included herein should be read in conjunction with the notes to consolidated financial statements included in the 1998 Annual Report to Shareholders which was furnished to each shareholder of the Company in March 1999. The consolidated financial statements presented herein conform to generally accepted accounting principles and to general industry practices. Consolidation The accompanying consolidated financial statements include the accounts of Cornerstone Bancshares Inc. and its sole subsidiary Cornerstone Community Bank. Substantially all intercompany transactions, profits and balances have been eliminated. Accounting Policies During interim periods, the company follows the accounting policies set forth in its 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission. Since December 1998, there have been no changes in any accounting principles or practices, or in the method of applying any such principles or practices. Interim Financial Data (Unaudited) In the opinion of the Company management, the accompanying interim financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, the results of operations, cash flows for the interim period. Results for interim periods are not necessarily indicative of the results to be expected for a full year. Earnings Per Common Share Basic earnings per share ("EPS") is computed by dividing income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator). Diluted EPS is computed by dividing income available to common shareholders (numerator) by weighted average number of shares outstanding (denominator). The adjusted weighted average number of shares outstanding reflects the potential dilution occurring if securities or other contracts to issue common stock were exercised or converted into common stock resulting in the issuance of common stock that share in the earnings of the entity. Forward-Looking Statements Certain written and oral statements made by or with the approval of an authorized executive officer of the Company may constitute "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. Words or phrases such as "should result, are expected to, we anticipate, we estimate, we project" or similar expressions are intended to identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company's historical experience and its present expectations or projections. These risks and uncertainties include, but are not limited to, unanticipated economic changes, interest rate movements and the impact of competition. Caution should be taken not to place undue reliance on any such forward- looking statements since such statements speak only as of the date of making such statements. 4 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. OVERVIEW The company ended the first six months of 1999 with total assets of $103 million, a 6.5% decrease from December 31, 1998, and a 5.9% decrease from June 30, 1998. The company reported net income for the second quarter ending June 30, 1999 of $(619,114), or $(0.61) basic earnings per share, compared to $335,815, or $0.33 basic earnings per share, for the same period in 1998. The decline in earnings represents a 284.4% decrease from the second quarter 1998 compared to the second quarter of 1999. The company reported net income for the first six months ending June 30, 1999 of $(622,397), or $(0.62) basic earnings per share, compared to $436,265, or $0.43 basic earnings per share, for the same period in 1998. The decline in earnings represents a 242.7% decrease from the first six months in 1998 compared to the same period in 1999. The decrease in net income from June 1998 to June 1999 is primarily due to a two-phase plan to move Cornerstone Bancshares back to high quality financial institution status. The first phase consisted of a complete reorganization of the executive staff and an extensive review of lending and accounting procedures. In the second phase, corrective actions were taken to improve the loan portfolio's credit quality and accounting charges to correct the general ledger. The result of the first phase created higher salaries as the Bank hired expertise needed to remain competitive and in compliance with all Federal laws. In addition, the Bank incurred higher than normal professional and legal expenses as management reviewed the loan portfolio. In the second phase management and the Board charged off all substandard loans and brought the loan quality back to an acceptable quality level. The result was an unusually large loan loss provision for the quarter of $605,000. FINANCIAL CONDITION Earning Assets. Average earning assets for three months ending June 30, 1999 decreased $5.7 million or 5.9% below June 1998, while actual earning assets decreased $8.1 million or 8.3% during the same time period. The average balance decrease was due to a general pull back from the origination process while the Bank's lenders concentrated on technical exceptions and created action plans for their substandard loans Loan Portfolio. Cornerstone's average loans for the second three months of 1999 were $66.72 million, no change from the second quarter in 1998, while actual balances decreased to $66.2 million, an decrease of 6.6% below $70.8 million in loans in June 1998. Funds generated from the loan runoff funded an increase in federal funds due to undesirable yields in investment securities. Management is anticipating increased loan growth (more than 10%) for the remainder of the year in actual balances, with a similar increase in average balances. However, the amount of such growth, if any, will depend upon general economic conditions. Investment Portfolio. Cornerstone's investment securities portfolio decreased by 24.4% or $6.1 million from June 1998 to June 1999. The management of the Bank decided securities yields were undesirable relative to federal funds and did not reinvest mortgage runoff until late in the months of May and June. Cornerstone maintains an investment strategy of making prudent investment decisions with active management of the portfolio to optimize, within the constraints of established policies, an adequate return and value. Investment objectives include Gap Management, Liquidity, Pledging, Return, and Local Community Support in that order of priority. Cornerstone maintains two classifications of investment securities: "Held to Maturity" and "Available for Sale." The "Available for Sale" securities are carried at fair market value, whereas the "Held to Maturity" securities are carried at book value. As of June 30, 1999, unrealized losses in the "Available for Sale" portfolio amounted to $121,156 or 1.0% decrease in value of the AFS securities. Deposits. Cornerstone's average deposits decreased $7.0 million or 8.1% from June 1998 to June 1999, while actual deposit balances decreased $6.3 million or 6.5%. The largest portion of decrease was a $7.8 million, or 12.6% decrease in time deposits. This is due to Cornerstone's strategy to only pay premium rates for certificates of deposit when loan growth dictates additional funding. Transaction accounts are continuously solicited from new customers and existing customers. Transaction accounts are the Bank's highest priority and will provide the bank with an increased net interest margin. 5 7 Capital Resources. Stockholders' equity decreased $0.7 million or 6.8% to $9.8 million as of June 30, 1998, compared with $10.5 at June 30, 1998. This decrease was primarily due to losses sustained from operations. RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998 Net Interest Income. Net interest income is the principal component of a financial institution's income stream and represents the spread between interest and fee income generated from earning assets and the interest expense paid on deposits. The following discussion is on a fully taxable equivalent basis. Net interest income for the second three months of 1999 decreased $112,000 or 11.0% below net interest income earned as of June 1998. The decrease in net interest income as of June 30, 1999 is primarily due to a decrease in the Bank's net interest spread on earning assets, which dropped from 3.76% to 3.49% in 1999. Reduced loan yields caused by loans being placed on non-accrual contributed the majority of the net interest spread reduction. Interest income decreased $303,000 or 14.4% as of June 1999 compared to June 1998. Interest income produced by the loan portfolio decreased $203,000 or 12.1% from June 1998 to June 1999 due to the decrease in average yields for the period. Two factors contributed to the reduction of loan yields. First, in the above mentioned review of all loans, many loans were placed on non-accrual and previously booked interest income had to be reversed. In addition, during this period of corrective actions loan originations paused and loan fee income was greatly reduced. Interest income on investment securities and federal funds decreased $101,000 or 23.0% from June 1998 to June 1999, due primarily to reduced deposit balances and a short maturity duration to protect against a large interest rate swing. Total interest expense decreased $191,000 or 17.5% from June 30, 1998 to June 30, 1999. The interest expense decrease from the second quarter of 1998 to the second quarter of 1999 is primarily due to the active management of the management ALCO committee to reduce certificate of deposit exposure and lower general rates to the market norm while the loan portfolio review slowed funding needs. The trend in net interest income is commonly evaluated in terms of average rates using the net interest margin and the interest rate spread. The net interest margin, or the net yield on earning assets, is computed by dividing fully taxable equivalent net interest income by average earning assets. This ratio represents the difference between the average yield on average earning assets and the average rate paid for all funds used to support those earning assets. The net interest margin at June 30, 1999 was 4.03%. The yield on earning assets decreased 79 basis points to 8.01% at June 30, 1999 from 8.80% at June 30, 1998. The interest rate spread measures the difference between the average yield on earning assets and the average rate paid on interest bearing sources of funds. The interest rate spread eliminates the impact of noninterest bearing funds and gives a direct perspective on the effect of market interest rate movements. As a result of changes in the asset and liability mix during late 1998 and second quarter 1999, the interest rate spread was 3.49%, a decrease of 27 basis points from June 1998 to June 1999. Allowance for Loan Losses. The allowance for possible loan losses represents management's assessment of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. Management analyzes the loan portfolio to determine the adequacy of the allowance for possible loan losses and the appropriate provisions required to maintain a level considered adequate to absorb anticipated loan losses. Management believes that the $1,030,243 for June 1999 in the allowance for loan loss account reflects the full known extent of credit exposure. This amount includes a provision of $250,000 suggested by the joint FDIC and State Regulators to adequately handle classified loans. No assurances can be given, however, that adverse economic circumstances will not result in increased losses in the loan portfolio, and require greater provisions for possible loan losses in the future. Non-performing Assets. Non-performing assets include non-performing loans and foreclosed real estate held for sale. Non-performing loans include loans classified as non-accrual or renegotiated. Cornerstone's policy is to place a loan on non-accrual status when it is contractually past due 90 days or more as to payment of principal or interest. At the time a loan is placed on non-accrual status, interest previously accrued but not collected may be reversed 6 8 and charged against current earnings. As of June 30, 1999 Cornerstone had $1,052,287 in non-accrual loans and $1,342,538 in non-performing loans. Non-interest Income. Non-interest income consists of revenues generated from a broad range of financial services and activities including fee-based services and profits and commissions earned through credit life insurance sales and other activities. In addition, gains or losses realized from the sale of loans are included in non-interest income. Excluding gains from the sale of loans, total non-interest income decreased by $291,914 or 65% from June 1998 to June 1999. Non-interest Expense. Non-interest expense for the second three months of 1999 increased by $353,011 or 41.2% as compared to the second three months in 1998. Salaries and employee benefits increased by $145,022 or 35.2% in June 1999 over June 1998. Occupancy expense as of June 30, 1999 increased by $17,290 or 14.8% over the same period in 1998. All other non-interest expenses at June 30, 1999 increased $190,698 or 58.3% over the non-interest expenses as of June 30, 1998, primarily due to an increase in professional fees, and miscellaneous charge-offs. 7 9 RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998 Net Interest Income. Net interest income is the principal component of a financial institution's income stream and represents the spread between interest and fee income generated from earning assets and the interest expense paid on deposits. The following discussion is on a fully taxable equivalent basis. Net interest income for the first six months of 1999 decreased $50,576 or 2.8% below net interest income earned as of June 1998. The decrease in net interest income as of June 30, 1999 is primarily due to a decrease in the Bank's net interest spread on earning assets, which dropped from 3.78% to 3.52% in 1999. Reduced loan yields caused by loans being placed on non-accrual contributed the majority of the net interest spread reduction. Interest income decreased $162,274 or 4.2% as of June 1999 compared to June 1998. Interest income produced by the loan portfolio decreased $12,531 or .4% from June 1998 to June 1999 due to the decrease in average yields for the period. Two factors contributed to the reduction of loan yields. First, in the above mentioned review of all loans, many loans were placed on non-accrual and previously booked interest income had to be reversed. In addition, during this period of corrective actions loan originations paused and loan fee income was greatly reduced. Interest income on investment securities and federal funds decreased $149,743 or 18.6% from June 1998 to June 1999, due primarily to reduced deposit balances and a short maturity duration to protect against a large interest rate swing. Total interest expense decreased $212,850 or 10.3% from June 30, 1998 to June 30, 1999. The interest expense decrease from the first half of 1998 to the first half of 1999 is primarily due to the active management of the management ALCO committee to reduce certificate of deposit exposure and lower general rates to the market norm while the loan portfolio review slowed funding needs. The trend in net interest income is commonly evaluated in terms of average rates using the net interest margin and the interest rate spread. The net interest margin, or the net yield on earning assets, is computed by dividing fully taxable equivalent net interest income by average earning assets. This ratio represents the difference between the average yield on average earning assets and the average rate paid for all funds used to support those earning assets. The net interest margin at June 30, 1999 was 4.07%. The yield on earning assets decreased 76 basis points to 8.15% at June 30, 1999 from 8.91% at June 30, 1998. The interest rate spread measures the difference between the average yield on earning assets and the average rate paid on interest bearing sources of funds. The interest rate spread eliminates the impact of noninterest bearing funds and gives a direct perspective on the effect of market interest rate movements. As a result of changes in the asset and liability mix during late 1998 and second quarter 1999, the interest rate spread was 3.52%, a decrease of 26 basis points from June 1998 to June 1999. Allowance for Loan Losses. The allowance for possible loan losses represents management's assessment of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. Management analyzes the loan portfolio to determine the adequacy of the allowance for possible loan losses and the appropriate provisions required to maintain a level considered adequate to absorb anticipated loan losses. Management believes that the $1,030,243 for June 1999 in the allowance for loan loss account reflects the full known extent of credit exposure. This amount includes a provision of $250,000 suggested by the joint FDIC and State Regulators to adequately handle classified loans. No assurances can be given, however, that adverse economic circumstances will not result in increased losses in the loan portfolio, and require greater provisions for possible loan losses in the future. Non-performing Assets. Non-performing assets include non-performing loans and foreclosed real estate held for sale. Non-performing loans include loans classified as non-accrual or renegotiated. Cornerstone's policy is to place a loan on non-accrual status when it is contractually past due 90 days or more as to payment of principal or interest. At the time a loan is placed on non-accrual status, interest previously accrued but not collected may be reversed and charged against current earnings. As of June 30, 1999 Cornerstone had $1,052,287 in non-accrual loans and $1,342,538 in non-performing loans. Non-interest Income. Non-interest income consists of revenues generated from a broad range of financial services and activities including fee-based services and profits and commissions earned through credit life insurance sales and other activities. In addition, gains or losses realized from the sale of loans are included in non-interest income. Excluding gains from the sale of loans, total non-interest income decreased by $316,450 or 52% from June 1998 to June 1999. Non-interest Expense. Non-interest expense for the first six months of 1999 increased by $514,345 or 30.5% as compared to the first six months in 1998. Salaries and employee benefits increased by $212,666 or 25.8% in June 1999 over June 1998. Occupancy expense as of June 30, 1999 increased by $37,085 or 16.4% over the same period in 1998. All other non-interest expenses at June 30, 1999 increased $264,594 or 41.6% over the non-interest expenses as of June 30, 1998, primarily due to an increase in professional fees, and miscellaneous charge-offs. 8 10 ADDITIONAL INFORMATION The following tables set forth weighted yields earned by Cornerstone on its earning assets and the weighted average rates paid on its deposits and other interest-bearing liabilities for the six months and three months ended June 30, 1999 and June 30, 1998 (fully taxable equivalent; dollars in thousands). Six months ended June 30, ---------------------------------------------------------------------------- 1999 1998 ---------------------------------------------------------------------------- Assets Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ---------------------------------------------------------------------------- Earning Assets: Loans, net of unearned income 69,277 3,063 8.92% 63,632 3,075 9.75% Investment securities 22,681 653 5.81% 24,153 803 6.70% Other earning assets -- -- ------------------------ --------------------- Total earning assets 91,958 3,716 8.15% 87,785 3,878 8.91% Allowance for loan losses (1,116) (802) Cash and other assets 12,178 15,690 ------------------------ --------------------- TOTAL ASSETS 103,020 102,673 ============= ========== Liabilities and Stockholders' Equity Interest bearing liabilities: Interest bearing demand deposits 13,401 117 1.76% 12,060 134 2.23% Savings deposits 9,641 153 3.20% 9,817 183 3.75% Time deposits 40,557 1,078 5.36% 45,573 1,265 5.60% Time deposits of $100,000 or more 16,073 457 5.73% 13,212 457 6.98% Federal funds and securities sold under Agreement to repurchase 193 4 4.65% 20 1 5.75% Other borrowings 1,250 52 8.47% 855 35 8.37% ------------------------ --------------------- Total interest bearing liabilities 81,115 1,861 4.63% 81,537 2,074 5.13% ------- -------- Net interest spread 1,855 1,804 ======= ======== Noninterest bearing demand deposits 10,597 9,662 Accrued expenses and other liabilities 956 1,112 Stockholders' equity 10,352 10,364 ------------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 103,020 102,673 ============= ========== Net interest margin on earning assets 4.07% 4.14% ====== ======= Net interest spread on earning assets 3.52% 3.78% ====== ======= 9 11 Three months ended June 30, ---------------------------------------------------------------------------- 1999 1998 ---------------------------------------------------------------------------- Assets Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ---------------------------------------------------------------------------- Earning Assets: Loans, net of unearned income 66,671 1,469 8.84% 66,795 1,672 10.04% Investment securities 23,840 339 5.70% 29,408 440 6.00% Other earning assets -- -- ------------------------ --------------------- Total earning assets 90,511 1,808 8.01% 96,203 2,111 8.80% Allowance for loan losses (874) (900) Cash and other assets 11,393 12,888 ------------- --------------------- TOTAL ASSETS 101,030 108,191 ============= ========== Liabilities and Stockholders' Equity Interest bearing liabilities: Interest bearing demand deposits 13,646 56 1.65% 13,451 70 2.10% Savings deposits 9,378 74 3.18% 10,596 99 3.74% Time deposits 39,507 522 5.30% 46,486 613 5.29% Time deposits of $100,000 or more 15,657 219 5.61% 15,259 290 7.62% Federal funds and securities sold under Agreement to repurchase 222 2 3.62% -- 0 0.00% Other borrowings 1,250 25 8.02% 855 17 7.98% ------------------------ --------------------- Total interest bearing liabilities 79,660 898 4.52% 86,647 1,089 5.04% ------- -------- Net interest spread 910 1,022 ======= ======== Noninterest bearing demand deposits 10,478 9,955 Accrued expenses and other liabilities 692 806 Stockholders' equity 10,201 10,783 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 101,030 108,191 ============= ========== Net interest margin on earning assets 4.03% 4.26% ====== ======= Net interest spread on earning assets 3.49% 3.76% ====== ======= 10 12 The following table presents data related to Cornerstone's reserve for loan losses at June 30, 1999 and March 31, 1999. ----------------------------------- 1999 ----------------------------------- Quarter Ending June 30 March 31 ----------------------------------- Balance at beginning of period 1,208,311 1,400,000 Loans charged-off (858,844) (304,209) Loans recovered 75,777 62,520 ----------------------------------- Net Charge-offs (recoveries) (783,068) (241,689) Provision for loan losses charged to expense 605,000 50,000 ----------------------------------- Balance at end of period 1,030,243 1,208,311 =================================== Allowance for loan losses as a percentage of average loans outstanding for the period 1.545% 1.679% Allowance for loan losses as a percentage of nonperforming assets and loans 90 days past due outstanding for the period 76.738% 125.368% Annualized QTD net charge-offs as a percentage of average loans outstanding for the period -4.698% -1.344% Annualized YTD net charge-offs as -3.352% -0.843% a percentage of average loans outstanding for the period YTD Average Outstanding Loans 69,396,000 72,150,000 QTD Average Outstanding Loans 66,670,912 71,950,537 Nonperforming assets and 1,342,538 963,808 loans 90 days past due 11 13 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: 27 -- Financial Data Schedule (For SEC Use Only) (b) There have been no Current Reports on Form 8-K filed during the quarter ended June 30, 1999. 12 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CORNERSTONE BANCSHARES, INC. (Registrant) Date: August 13, 1999 /s/ Gregory B. Jones ---------------------------------------- President & Chief Executive Officer Date: August 13, 1999 /s/ Nathaniel F. Hughes ---------------------------------------- Chief Financial Officer 13