1 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 period ended September 30, 1996 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 0-20255 I.R.S. Employer Identification Number 34-1692031 Mahoning National Bancorp, Inc. (an Ohio Corporation) 23 Federal Plaza Youngstown, Ohio 44501-0479 Telephone: (330) 742-7000 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 outstanding of each of the issuers classes of common stock, as of the latest practicable date: 6,300,000 shares of the Company's Common Stock (No par value) were outstanding as of October 31, 1996. 2 Page 02 of 20 MAHONING NATIONAL BANCORP, INC. INDEX Page Number ----------- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet (unaudited) - September 30, 1996 and December 31, 1995 3 Consolidated Statements of Income- Nine Months Ended September 30, 1996 and 1995 (unaudited) 4 Condensed Consolidated Statement of Cash Flows - Nine Months Ended September 30, 1996 and 1995 (unaudited) 5 Notes to Consolidated Financial Statements 6-7 Item 2 - Management Discussion and Analysis of Operations and Liquidity and Capital Resources 8-17 Item 3 - Summary of Average Balances and Interest Rates 18 PART II - OTHER INFORMATION 19 Exhibit Number 27 - Financial Data Schedule SIGNATURES 20 3 Page 03 of 20 PART I FINANCIAL INFORMATION MAHONING NATIONAL BANCORP INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands) SEPTEMBER 30 DECEMBER 31, ASSETS 1996 1995 ------------ ------------ Cash and due from banks $ 29,003 $ 30,731 Federal funds sold 16,800 2,800 Investment securities available for sale - at market value 136,311 128,397 Investment securities held to maturity - at cost (Market value $91,866 at September 30, 1996 and $82,255 at December 31, 1995) 91,947 81,690 Loans 486,363 462,435 Less allowance for possible loan losses 7,562 7,156 --------- -------- Net loans 478,801 455,279 Bank premises and equipment 9,247 9,502 Other assets 13,233 11,736 --------- -------- Total assets $ 775,342 $720,135 ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Non-interest bearing $ 68,413 $ 73,432 Interest bearing Savings 289,135 292,494 Time 203,953 208,882 --------- -------- Total deposits 561,501 574,808 Federal funds purchased and securities sold under agreement to repurchase 115,092 65,042 Short term borrowings 15,000 5,424 Long term borrowings 4,286 1,302 Other liabilities 4,867 3,918 --------- -------- Total liabilities 700,746 650,494 --------- -------- STOCKHOLDERS' EQUITY (NOTE B) Common stock (No par value, $1 stated value in 1996, $10 par value in 1995) Authorized 15,000,000 shares in 1996 and 7,000,000 shares in 1995, Issued and Outstanding-6,300,000 shares in 1996 and 3,150,000 shares in 1995 6,300 31,500 Surplus 44,100 15,750 Retained earnings 24,778 21,725 Unrealized (loss) gain on available for sale investment portfolio (582) 666 --------- -------- Total stockholders' equity 74,596 69,641 --------- -------- Total liabilities and stockholders' equity $ 775,342 $720,135 ========= ======== See Notes to Consolidated Financial Statements 4 Page 04 of 20 MAHONING NATIONAL BANCORP INC CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE FOR THE THREE FOR THE NINE FOR THE NINE MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED (Amounts in thousands, except per share data) SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ---------------------------------------------------------- INTEREST INCOME Interest and fees on loans $10,710 $ 9,939 $31,662 $ 29,124 Interest on investment securities U.S. treasury 1,612 1,522 4,618 4,885 U.S. government agencies 1,428 1,560 4,503 4,273 States and political subdivisions 245 187 648 542 Other securities 57 54 167 154 Interest on federal funds sold 90 188 256 385 ---------------------------------------------------------- 14,142 13,450 41,854 39,363 INTEREST EXPENSE Interest on deposits 4,517 4,683 13,688 13,104 Interest on federal funds purchased and securities sold under agreement to repurchase 1,158 913 3,085 2,941 Interest on short term borrowings 100 112 245 373 Interest on long term borrowings 59 22 163 63 ---------------------------------------------------------- 5,834 5,730 17,181 16,481 ---------------------------------------------------------- Net interest income 8,308 7,720 24,673 22,882 PROVISION FOR LOAN LOSSES 600 450 1,675 1,350 ---------------------------------------------------------- Net interest income after provision for loan losses 7,708 7,270 22,998 21,532 OTHER OPERATING REVENUE Trust department income 679 643 1,945 1,818 Service charges on deposit accounts 928 735 2,626 2,115 Other service charges 211 200 556 525 Other revenue 68 43 212 148 Loss on sale of investment securities available for sale -- (111) -- (27) ---------------------------------------------------------- 1,886 1,510 5,339 4,579 OTHER OPERATING EXPENSE Salaries and employee benefits 2,851 2,539 8,171 7,639 Expenses of premises and fixed assets 775 893 2,397 2,481 Federal deposit insurance 1 (36) 2 581 Other expense 1,531 1,519 4,815 4,398 ---------------------------------------------------------- 5,158 4,915 15,385 15,099 ---------------------------------------------------------- Income before income taxes 4,436 3,865 12,952 11,012 APPLICABLE INCOME TAXES 1,432 1,256 4,198 3,602 ---------------------------------------------------------- NET INCOME $ 3,004 $ 2,609 $ 8,754 $ 7,410 ========================================================== EARNINGS PER COMMON SHARE $ 0.48 $ 0.41 $ 1.39 $ 1.18 DIVIDENDS PER SHARE $ 0.135 $ 0.11 $ 0.405 $ 0.33 See Notes to Consolidated Financial Statements 5 Page 05 of 20 MAHONING NATIONAL BANCORP INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS NINE MONTHS ENDED ENDED (Amounts in thousands) SEPTEMBER 30, SEPTEMBER 30, 1996 1995 (UNAUDITED) (UNAUDITED) ---------------------------- Cash flows from operating activities $ 12,080 $ 10,541 Cash flows from investing activities Proceeds from maturities of investment securities available for sale 17,016 11,601 Proceeds from maturities of investment securities held to maturity 26,365 33,180 Sale of investment securities available for sale -- 14,904 Purchase of investment securities available for sale (26,915) (36,892) Purchase of investment securities held to maturity (36,518) (14,372) Net increase in loans (25,999) (27,028) Net increase in federal funds sold (14,000) (7,500) Proceeds from sale of other real estate owned 54 -- Capital expenditures (562) (2,192) ------------------------- Net cash used in investing activities (60,559) (28,299) Cash flows from financing activities Net (decrease) increase in deposits (13,307) 12,961 Net increase in federal funds purchased and securities sold under agreement to repurchase 50,050 2,454 Net increase in short term borrowings 9,576 4,239 Proceeds from long term borrowings 3,500 -- Payments on long term borrowings (516) (44) Dividends paid (2,552) (2,079) ------------------------- Net cash provided by financing activities 46,751 17,531 Net decrease cash and cash equivalents (1,728) (227) Cash and cash equivalents at beginning of year 30,731 31,872 ------------------------- Cash and cash equivalents at end of nine months $ 29,003 $ 31,645 ========================= Supplemental disclosures of cash flow information: Cash paid during the first nine months for: Interest $ 17,118 $ 16,203 ========================= Income Taxes $ 3,735 $ 3,494 ========================= Non-cash transactions: Transfer from loans to other real estate owned $ 34 $ 46 ========================= Increase (decrease) in unrealized loss on available for sale securities $ 1,920 ($ 3,063) Less:Increase (decrease) in deferred taxes 672 (1,045) ------------------------- Net increase (decrease) in unrealized loss on investment portfolio $ 1,248 ($ 2,018) ========================= See Notes to Consolidated Financial Statements 6 Page 06 of 20 MAHONING NATIONAL BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION The financial information presented is prepared in accordance with generally accepted accounting principles and general policies within the financial service industry. The financial information included herein has been prepared by management without audit by independent certified public accountants who do not express an opinion thereon. All significant intercompany balances and transactions have been eliminated and the information furnished includes all adjustments consisting of normal recurring accrual adjustments which are in the opinion of management, necessary for a fair presentation of results for the interim period. The results of the interim financial information presented are not necessarily indicative of the results of operations for the full calendar year ending December 31, 1996. NOTE B - CAPITAL ACCOUNTS On April 15, 1996, the Board of Directors of Mahoning National Bancorp, Inc. approved a 2 for 1 stock split in the form of a 100% stock dividend payable on May 15, 1996, to shareholders of record on April 30, 1996, issuable from the Company's authorized shares. All share and per share data contained in this report for prior periods has been adjusted to reflect the effect of the 2 for 1 stock split in the form of a 100% stock dividend. On March 19, 1996, at the Annual Shareholders Meeting of Mahoning National Bancorp, Inc., the shareholders approved increasing the authorized common shares of the Corporation from 7,000,000 shares to 15,000,000 shares, and to eliminate "par value" from its authorized common shares. By increasing the authorized shares of the Corporation, Management and the Board of Directors will have greater flexibility in paying future share dividends, negotiating further expansion opportunities and issuing shares for other proper corporate purposes. The elimination of "par value" from the authorized shares of the Corporation will provide the Corporation with more flexibility in structuring its equity accounts and in paying future stock dividends. NOTE C - STATEMENT OF FINANCIAL STANDARDS NO. 122 ACCOUNTING FOR MORTGAGE SERVICING RIGHTS, AN AMENDMENT OF FASB STATEMENT NO. 65 On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 122 (SFAS 122) "Accounting for Mortgage Servicing Rights, an amendment of FASB Statement No. 65." This new standard requires that a mortgage banking enterprise recognize as a separate asset rights to service mortgage loans for others, however those servicing rights are acquired. In circumstances where mortgage loans are originated, separate asset rights to service mortgage loans are only recorded when the enterprise intends to sell such loans. The adoption of 7 Page 07 of 20 this new statement did not have a material impact on the Company's consolidated financial position or results of operations. 8 Page 08 of 20 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On April 15, 1996, The Board of Directors of Mahoning National Bancorp, Inc. approved a 2 for 1 stock split in the form of a 100% stock dividend payable on May 15, 1996 to shareholders of record on April 30, 1996, issuable from the Company's authorized shares. All per share data contained in this report for prior periods has been retroactively adjusted to reflect the effect of the 2 for 1 stock split in the form of a 100% stock dividend. Earnings Review Net income for the first nine months of 1996 amounted to $8.754 million or $1.39 per share. This represents an increase of 18% over net income earned during the same period in 1995. ($7.410 million or $1.18 per share). Mahoning National Bancorp, Inc.'s net income for the current quarter increased 15% to $3.004 million or $0.48 per share from $2.609 million or $0.41 per share for the same quarter in 1995. The primary component of earnings is net interest income. Net interest income for the first nine months of 1996 was $24.673 million compared with $22.882 million or an 8% increase from the comparable period in 1995. Net interest income for the current quarter increased 8% over the comparable period of 1995 ($8.308 million from $7.720 million). Interest and fees on loans increased $2.538 million in the first nine months of 1996 compared to the first nine months of 1995. This increase was the result of a $31.782 million increase in average loan balances for the first nine months of 1996 compared to 1995; $476.181 million compared to $444.399 million. In addition the yield of the loan portfolio for the first nine months of 1996 was 8.92% compared to 8.85% for the same period of 1995, a 7 basis point increase. Interest expense increased $700 thousand for the first nine months of 1996 compared to the same period in 1995. This increase in interest expense can be attributed to time deposit growth as consumers shifted funds from savings products into the higher yielding time deposits and an increase in the volume of securities sold under agreements to repurchase as more corporate customers and political subdivisions deposit into overnight "sweep" repurchase agreements. The average balances of time deposits for the first nine months of 1996, increased $11.436 million over the average balances for the same period in 1995. The cost of these funds also increased from 5.30% for the first nine months of 1995 to 5.41% for the first nine months of 1996, an 11 basis point increase. The average balance of securities sold under agreement to repurchase increased $14.845 million in the first nine months of 1996 over the same period in 1995, $89.203 million compared to $74.358. For a detailed analysis of the Company's net interest margin, on a tax equivalent basis, refer to the Summary of Average Balances and Interest Rates; Item 3 of this report on page 18. 9 Page 09 of 20 In January of 1996 the Federal Reserve Bank reduced the discount rate and Mahoning National lowered its prime lending rate by 25 basis points. With this reduction a significant portion of the Company's loan portfolio was repriced downward immediately, while rates on interest bearing deposits and borrowings continued to decline more deliberately, with existing certificates of deposit repricing at slightly lower rates than previously experienced. The pressures of this pricing development were mitigated by volume increases in the loan portfolio and deposit pricing strategies. With the current uncertainty on which direction the Federal Reserve will move rates over the next twelve months, the Company analyzed the effect of a presumed 100 and 200 basis point increase and decrease in interest rates through its simulation analysis. The results of the simulation indicated no significant impact on net interest income over the next twelve months. Other operating revenue for the first nine months of 1996, exclusive of security transactions, was $5.339 million or a 16% increase over the first nine months of 1995 total of $4.606 million. Other operating revenue for the current quarter, exclusive of security transactions, was $1.886 million compared to $1.621 million for the same quarter of 1995, a 16% increase. The largest component of other operating revenue in the first nine months of 1996 was service charges on deposit accounts which increased $511 thousand or 24% over the first nine months of 1995. Service charges on deposit accounts for the current quarter increased by $193 thousand or 26% over the same period in 1995, $928 thousand from $735 thousand. Mahoning National annually reviews all of its fee-based products and services for marketability and profitability. Adjustments to fees for the Company's products and services and the strengthening of controls for the collections of such fees are the reasons for the significant increase. While further fee increases are expected, management does not expect those increases to be as significant as those realized in the first nine months of 1996. Mahoning National Bank's Trust Department generated $1.945 million in other revenue in the first nine months of 1996, an increase of $127 thousand or 7% over the $1.818 million earned in the same period of 1995. The Trust Department generated $679 thousand of operating income in the third quarter of 1996, a 6% increase over the $643 thousand earned in the comparable quarter of 1995. This increase can be attributed to two factors; an influx of new trust accounts and market value based fees which increased due to the significant increase in account market values due to rises in the stock market over the past year. In the first nine months of 1995 the Company realized $27 thousand in security losses when $14.904 million of U.S. Government Securities were sold from the available for sale portfolio. A loss of $111 thousand was realized in the third quarter of 1995 when $4.927 million of collateralized mortgage obligations were sold from the available for sale portfolio. There were no security sales in the first nine months of 1996. Provision for loan losses for the first nine months of 1996 amounted to $1.675 million compared to $1.350 million for the comparable period in 1995. The provision for the current quarter was $600 thousand compared to $450 thousand for the same quarter of 1995. This increase is discussed in more detail under the Provision For Loan Losses heading later in this discussion. 10 Page 10 of 20 Other operating expense for the first nine months increased $286 thousand or 2% from the comparable period in 1995 to $15.385 million from $15.099 million. For the current quarter other operating expense totaled $5.158 million compared to $4.915 million in the same quarter of 1995. As a percentage of average assets, other annualized operating expense was 2.75% for the first nine months of 1996 compared to 2.83% in the same time period of 1995. In September 1995 the Federal Deposit Insurance Corporation (FDIC) determined that the Bank Insurance Fund (BIF) was fully recapitalized as of the end of May 1995. As a result, the FDIC reduced Mahoning National's deposit insurance premium from $.23 per $100 of deposits to $.04 per $100 of deposits for the period June 1, 1995 thru December 31, 1995. As a result Mahoning National received a $343 thousand deposit insurance premium rebate in September 1995 for the period June 1, 1995 through September 30, 1995, which reduced third quarter operating expense. Beginning January 1, 1993, a risk weighted insurance premium schedule was implemented by the FDIC, which bases assessment rates on capital levels and bank regulator's ratings of the institution as required by the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA). For the first nine months of 1996 the Company was assessed a deposit insurance premium of $2 thousand which was a savings of $579 thousand over the same period in 1995. The FDIC premium for the third quarter of 1996 was $1 thousand compared to a $36 thousand credit for the same period in 1995 as a result of the FDIC rebate. The premium for the remainder of 1996 will total $1 thousand compared to $55 thousand, for the last three months of 1995. On September 30, 1996 the "Deposit Insurance Fund Act of 1996" was enacted. This Act requires FDIC insured banks to pay a 1.29 basis point assessment ($.0129 per $100 of deposits) for Bank Insurance Fund deposits, in 1997, 1998 and 1999. As a result of this assessment, management expects FDIC premium expense for 1997 to increase by approximately $80 thousand over 1996 expense. Salaries and employee benefits expense for the first nine months of 1996 increased $532 thousand or 7% and $312 thousand or 12% for the most recent quarter when compared to 1995. Salary expense increased $617 thousand or 10% for the first nine months of 1996 and $382 thousand for the current quarter when compared to the same periods in 1995. This increase can be attributed to annual merit salary adjustments which took effect January 1, 1996 and increases in various employee incentive programs. In addition, as a result of departmental restructuring and selective staff reductions a one time charge of approximately $306 thousand was charged to salary expense in the third quarter of 1996. While this charge increased 1996 salary expense above expected levels it will provide for long term salary cost savings. Health care expenses for the first nine months of 1996 were $414 thousand compared to $506 thousand for the same period in 1995, a decrease of $92 thousand or 18%, mainly due to lower hospitalization claims in the first nine months of 1996. Beginning July 1, 1996, the Company's renewal rates for its health care offerings were slightly below the prior plan year premiums. The Company's renewal rates for the 1996-1997 plan year should keep health care expenses stable over the remainder of 1996 and into 1997. 11 Page 11 of 20 Expenses of premises and fixed assets for the first nine months of 1996 totaled $2.397 million, a 3% decrease ($84 thousand) from the same period in 1995. Current quarter expense totaled $775 thousand, a 13% decrease from the same quarter in 1995. Net occupancy expense, which represents various facility management expenses decreased $174 thousand for the first nine months of 1996 to $1.118 million from $1.292 million in 1995. For the current quarter, occupancy expense decreased to $353 thousand from $475 thousand in the same quarter of 1995. In the third quarter of 1995 a $67 thousand write-off of lease obligations related to the closing of two branch locations increased occupancy expense. Additional decreases in 1996 are the result of reduced building maintenance expense and increases in rental income from Main Office tenants. Equipment rental, depreciation and maintenance of $1.279 million increased $90 thousand over the first nine months of 1995 and increased $4 thousand in the third quarter of 1996 compared to the same period in 1995 as a result of increased depreciation expense on equipment, furniture and fixtures purchased in the second half of 1995 and first nine months of 1996. Other expenses, exclusive of the FDIC insurance assessment, increased $417 thousand in the first nine months of 1996, to $4.815 million from $4.398 million for the same period of 1995, a 9% increase. For the third quarter of 1996 other expense, exclusive of the FDIC insurance assessment, increased $12 thousand, a 1% increase over the third quarter of 1995. This increase is the result of amortization and support on software purchased late in the second quarter of 1995, state franchise tax increases, increased business activity and general inflationary increases. Additional increases in other expenses resulted from professional fee expenses related to a profitability study performed in the first half of 1996. These expenses will be off-set by year end with increased fee income and reduced business expenses realized as a result of that study. Total overhead expenses, exclusive of FDIC insurance assessments, for 1996 are expected to exceed 1995 expenses by approximately 10%. Income Taxes Income tax expense for the first nine months of 1996 amounted to $4.198 million compared to $3.602 million for the same period in 1995. Income tax expense for 1996 is being accrued at an effective rate of approximately 32.5%, which compares to an effective tax rate of 31.6% for all of 1995, as a result of taxable income growth in 1996. The Statement of Condition includes approximately $3.023 million and $2.288 million of net deferred tax assets at September 30, 1996 and December 31, 1995 respectively. It is management's belief that the Company has adequate taxable income to realize the deferred tax asset and accordingly no valuation reserve has been established. 12 Page 12 of 20 The following annualized ratios reflect the earnings performance for the first nine months of 1996 compared to the same time period of 1995: For the nine For the nine months ended months ended September 30, 1996 September 30, 1995 ------------------ ------------------ Return on Average Assets 1.56% 1.39% Return on Average Equity 16.14 15.39 Return on Earning Assets - -Taxable Equivalent 8.01 7.92 Interest Cost 3.24 3.27 Net Interest Margin 4.77 4.65 Balance Sheet Analysis As of September 30, 1996, total assets of Mahoning National reached a historic high of $775.342 million, an increase from December 31, 1995 total assets of $720.135 million. Average assets for the first nine months of 1996 amounted to $746.370 million compared to $713.812 million for the first nine months of 1995, a 5% increase. Through the first nine months of 1996 total deposits have decreased by $13.307 million while securities sold under agreement to repurchase and federal funds purchased have increased by $50.050 million. The significant growth in securities sold under agreements to repurchase are the result of more corporate customers and political subdivisions depositing into overnight "sweep" checking accounts. Overnight sweep account balances were $76.755 million on September 30, 1996, an increase of $16.497 million from December 31, 1995 balances of $60.258 million. This source of funds has grown significantly over the past three years and is expected to continue to grow, at more modest levels over the remainder of 1996. Investment Portfolio The deposits of Mahoning National, in excess of required reserves and operating funds of the Bank are invested in loans, investments and federal funds sold. The objective of the investment portfolio is to combine liquidity, earnings and safety of the investment in a prudent manner so as to protect the depositor, fulfill responsibility to borrowers and to offer a favorable return to the stockholders. At September 30, 1996 the investment portfolio totaled $228.258 million (net of an $895 thousand unrealized loss on available for sale securities) which was an increase of $18.171 million from December 31, 1995. At September 30, 1996 the Company has classified investment securities with amortized cost and fair market value of $137.206 and $136.311 million respectively, or 60% of the portfolio 13 Page 13 of 20 as available for sale, with the remainder of the portfolio classified as held to maturity. The adoption of SFAS 115 has resulted in a decrease in the carrying amount of investment securities of $895 thousand with a decrease in stockholders' equity of $582 thousand net of deferred income taxes. Those securities classified as available for sale will afford the Company's Asset/Liability Committee the necessary flexibility to manage the portfolio to meet liquidity needs that may arise. In 1995, $14.904 million of U.S. Government Securities and collateralized mortgage obligations were sold from the available for sale portfolio and were used to fund loan demand. There were no security sales in the first nine months of 1996. No securities were transferred between categories during the first nine months of 1996 or 1995. Loans Total loans outstanding increased by $23.928 million or 5% from $462.435 million on December 31, 1995, to a historical high of $486.363 million on September 30, 1996, with a loan to deposit ratio of 86.62%. This increase is the result of continued loan demand coupled with an emphasis on business development by Mahoning National in the Residential mortgage and commercial loan areas. The areas of largest growth over the first nine months of 1996 have been; Residential mortgages which increased by $12.245 million from $144.481 million to $156.726 million, Commercial Mortgages which increased $7.235 million from $80.645 million to $87.880 million and the Commercial loan portfolio which increased by $5.251 million from $80.299 million to $85.550 million. Consumer loans decreased over the first nine months of 1996 to $132.424 million from $139.569 million at December 31, 1995. Consumer loan balances are dependent on the level of indirect automobile financing done by the bank. Substantial growth the past several years has not been sustained in the first nine months of 1996 due to a slower market, greater competition among local lenders and the Company's close monitoring of underwriting criteria. Consumer loan balances were down 5% during the first nine months of the year and given the rapid amortization in that portfolio, further reductions in loan balances are likely. The residential mortgage loan portfolio grew by 8% for the first nine months of 1996. Recent interest rate increases are likely to cause that growth to slow in the last three months of 1996. Commercial loans and commercial mortgages grew 7% and 9% respectively. The momentum established the past several years with a strong sales culture in the corporate and branch business development areas continue to result in new relationships. The continued strength of the local economy and good environment for construction also contributed to the strong growth. Commercial loans are expected to decline slightly over the last three months of 1996, with modest loan growth then projected for 1997. 14 Page 14 of 20 As of September 30, 1996, non-performing loans, defined as those loans which are on non-accrual or are 90 days or more past due and still accruing, totaled $3.196 million compared to $2.258 million at December 31, 1995. Listed below is a schedule of the Company's non-performing assets: (Amounts in thousands) September 30, 1996 December 31, 1995 - ------------------------ ------------------ ----------------- Non accrual loans $1,837 $1,322 Accruing loans 90 days or more past due 1,359 936 ------ ------ Non performing loans 3,196 2,258 Restructured loans in compliance with modified terms 479 690 Other real estate owned 17 36 ------ ------ Total problem assets $3,692 $2,984 ====== ====== Total problem assets to total assets 0.48% 0.41% The following ratios will provide additional information on the status of the loan portfolio: As of As of September 30, 1996 September 30, 1995 ------------------ ------------------ Loan to deposit ratio 86.62% 79.35% Non performing loans to total loans .66 .47 Non performing loans to allowance for loan losses 42.27 29.13 Allowance for loan losses to total loans 1.55 1.61 Net charge-offs to average loans .27 .18 Net charge-offs ($000) $ 1,269 $ 807 Shown below is a summary of the allowance for loan losses: For the nine For the nine months ended months ended (Amounts in thousands) September 30, 1996 September 30, 1995 - ------------------------ ------------------ ------------------ Balance at beginning of period $ 7,156 $ 6,694 Provision charged to operating expense 1,675 1,350 Recoveries of loans charged off 480 375 Losses charged to allowance (1,749) (1,182) ------- ------- Balance at end of period $ 7,562 $ 7,237 ======= ======= 15 Page 15 of 20 Information required under Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" and No. 118 "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure" which were adopted on January 1, 1995, is as follows for the nine months ended September 30; 1996 1995 ---- ---- Principal amount of impaired loans $462 $959 Allowance allocated to impaired loans 125 425 ---- ---- Portion for which no allowance is allocated $337 $534 ==== ==== Average investment in impaired loans for the nine months ended September 30; $515 $891 ==== ==== Total cash collected on impaired loans during the first nine months of 1996 and 1995 was $170 thousand and $359 thousand respectively, $168 thousand which was credited to the principal balance outstanding and $2 thousand recognized as interest income in 1996, while $357 thousand was credited to the principal balance outstanding and $2 thousand recognized as interest income on such loans in 1995. Interest that would have been accrued on impaired loans in the first nine months of 1996 and 1995 was $39 thousand and $82 thousand respectively. Interest income recognized during the first nine months of both 1996 and 1995, was $2 thousand. Provision for Loan Losses The policies of Mahoning National provide for loan loss reserves to adequately protect the Company against potential and/or identified loan losses consistent with sound and prudent banking practice. In determining the monthly provision for loan losses and the adequacy of the loan loss reserve, management reviews the current and forecasted economic conditions and portfolio trends. The primary focus is placed on current problem loans, delinquencies and anticipated charge-offs. As of September 30, 1996, all loans classified for regulatory purposes do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources. Management is not aware of any information which causes serious doubts as to the ability of such borrowers to comply with the loan repayment terms. These remaining classified loans were either paying as agreed under original contract or were sufficiently collateralized to prevent a material loss in the event the loans were to default. The provision for loan losses charged to expense during the first nine months of 1996 was $1.675 million, an increase of $325 thousand from the 1995 first nine months provision. This increase was the result of the growth in the loan portfolio and an increase in consumer loan charge-offs. Net charge-offs on consumer loans and credit card and related plans totaled $1.285 million for the first nine months of 1996 compared to $755 thousand for the same period in 1995. The national trend of a high level of consumer debt and delinquencies is beginning to show locally. As 16 Page 16 of 20 a result of these trends and accompanying increases in non-performing loans and consumer charge-offs, in the first nine months of 1996, management expects to increase the fourth quarter provision to the loan loss reserve by approximately $225 thousand over the third quarter provision. These trends will continue to be monitored closely as the Company evaluates the adequacy of the allowance for loan losses over the next twelve months. Liquidity and Capital It is a primary objective of Mahoning National Bancorp, Inc. to maintain a level of liquidity deemed adequate to meet the expected and potential funding needs of loan and deposit customers. It is the Company's policy to manage its affairs so that liquidity needs are fully satisfied through normal bank operations. Short-term investments (Federal funds sold) and short-term borrowings (Federal funds purchased and Repurchase agreements, U.S. Treasury Demand Notes and Federal Home Loan Bank advances) are used as primary cash management and liquidity tools. Short term Federal fund lines totaling $57 million have been established at Mahoning National's correspondent banks. When loan demand increases at a faster rate than deposit growth it may be necessary to manage the available for sale portion of the investment portfolio to meet that demand, or to sell conforming Residential mortgages on the secondary market. At September 30, 1996 and December 31, 1995, $64 thousand and $0 of Residential mortgage loans were designated as available for sale respectively. At September 30, 1996, $136.311 million of the investment portfolio was classified as available for sale. This classification will afford the Company's Asset/Liability Committee the flexibility to manage the portfolio to meet any liquidity needs that may arise. An additional source of liquidity is derived from the Federal Home Loan Bank of Cincinnati (FHLB). The FHLB provides short term funding alternatives with a line of credit of $18.2 million and the necessary match funding for one to four family residential mortgage loans and allows the Company to better manage its interest rate risk. Mahoning National had $4.286 million outstanding in FHLB borrowings at September 30, 1996 compared to $1.302 million at December 31, 1995. Total Capital Accounts have grown $4.955 million or 7% in the first nine months of 1996. This increase reflects retained earnings less dividends paid and also reflects a $1.248 million unrealized loss on the available for sale investment portfolio for the first nine months of 1996. Dividends paid in 1996 year to date were $2.552 million or $.405 per share compared to $2.079 million or $.33 per share for the same period in 1995. Book value per share as of September 30, 1996 was $11.84 compared to $11.05 on December 31, 1995, (as adjusted for two for one stock split). In order to facilitate a wider distribution of the common stock of the Company and to make it more readily available for investment purposes, thereby broadening investor interest, the Board of Directors of the Company, on April 15, 1996 approved a 2 for 1 stock split in the form of a 100% stock dividend payable on May 15, 1996 to shareholders of record on April 30, 1996, issuable from the Company's authorized shares. 17 Page 17 of 20 After payment of a 100% stock dividend the Company has 6,300,000 shares of its 15,000,000 authorized shares of no par value common stock issued and outstanding. On March 19, 1996 at the Annual Shareholders Meeting of Mahoning National Bancorp, Inc., the shareholders approved increasing the authorized common shares of the Corporation from 7,000,000 shares to 15,000,000 shares, and to eliminate "par value" from its authorized common shares. By increasing the authorized shares of the Corporation, Management and the Board of Directors will have greater flexibility in paying future share dividends, negotiating further expansion opportunities and issuing shares for other proper corporate purposes. The elimination of "par value" from the authorized shares of the Corporation will provide the Corporation with more flexibility in structuring its equity accounts and in paying future stock dividends. Under regulations issued by the Federal Reserve and the Comptroller of the Currency, banks and bank holding companies are required to maintain certain minimum capital ratios known as the risk-based capital ratio and the leverage ratio. At September 30, 1996, Mahoning National's leverage, Tier I and risk-based capital ratios were 10.07%, 15.70% and 16.96% respectively, compared to 9.62%, 15.02% and 16.27% at December 31, 1995. The Company has exceeded all required regulatory capital ratios for each period presented and is considered "well capitalized" under all FDIC regulations. Mahoning National's risk-based capital ratios are well above the regulatory minimums due to the capital strength and low risk nature of Mahoning's balance sheet and off-balance sheet commitments. The structure of the Company's balance sheet is such that nearly all of the investment portfolio is invested in U.S. Government obligations or other low risk categories, and over 20% of the loan portfolio is invested in one to four family residential mortgage loans which have a 50% risk weight assessment. It is the Company's intent to prudently manage the capital base in an effort to increase return on equity performance while maintaining necessary capital requirements and maintaining the FDIC "well capitalized" classification to ensure the lowest deposit insurance premium assessment. 18 Page 18 of 20 MAHONING NATIONAL BANCORP, INC. SUMMARY OF AVERAGE BALANCES AND INTEREST RATES TAX EQUIVALENT BASIS For the Nine Months Ended For the Nine Months Ended September 30, 1996 September 30, 1995 (Amounts in thousands) Average Average Average Average Balance Interest Rate% Balance Interest Rate% -------------------------------------- -------------------------------------- INTEREST YIELDS Loans $476,181 $31,901 8.92 $444,399 $29,415 8.85 Investment securities (1) 223,436 10,285 6.13 221,584 10,145 6.12 Other earning assets 6,425 256 5.23 8,666 385 5.87 -------------------------------------- -------------------------------------- Total return on earning assets 706,042 42,442 8.01 674,649 39,945 7.92 INTEREST COSTS Interest bearing deposits: Savings deposits 293,305 5,179 2.35 294,761 5,249 2.38 Time deposits 209,675 8,509 5.41 198,239 7,855 5.30 -------------------------------------- -------------------------------------- Total interest bearing deposits 502,980 13,688 3.63 493,000 13,104 3.55 Federal funds purchased 1,530 64 5.50 4,099 186 5.98 Repurchase agreements 89,203 3,021 4.51 74,358 2,755 4.95 Short term borrowings 6,370 245 5.05 8,550 373 5.83 Long term borrowings 4,035 163 5.39 1,342 63 6.28 -------------------------------------- -------------------------------------- Total interest bearing liabilities $604,118 $17,181 3.79 $581,349 $16,481 3.79 Interest spread $25,261 4.22 $23,464 4.13 ================== ==================== AS A PERCENT OF AVERAGE EARNING ASSETS Total return on earning assets 8.01 7.92 Total interest cost 3.24 3.27 ------ ------ Net Interest Margin 4.77 4.65 ====== ====== <FN> (1) Investment securities average balance is based on average carrying value while the average rate is calculated using average historical cost. 19 Page 19 of 20 PART II OTHER INFORMATION Mahoning National Bancorp, Inc. Item 1 - Legal Proceedings None Item 2 - Changes in the Rights of the Company's Security Holders None Item 3 - Default Upon Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6(a) - Exhibits (27) Financial Data Schedule Item 6(b) - Reports on Form 8-K None 20 Page 20 of 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 to be signed on its behalf by the undersigned thereunto duly authorized. DATE: November 12, 1996 Mahoning National Bancorp, Inc. --------------------- /s/ Gregory L. Ridler ------------------------------------ Gregory L. Ridler Chairman of the Board, President and Chief Executive Officer DATE: November 12, 1996 --------------------- /s/ Norman E. Benden, Jr. ------------------------------------ Norman E. Benden, Jr. Treasurer