1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1999
Commission File Number 0-14773
NATIONAL BANCSHARES CORPORATION
Ohio 34-1518564
---- ----------
State of incorporation IRS Employer
Identification No.
112 West Market Street, Orrville, Ohio 44667
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Address of principal executive offices
Registrant's telephone number: (330) 682-1010
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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 registrant's classes of
common stock, as of August 3, 1999:
Common Stock, Without Par Value: 2,253,337 Shares Outstanding
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2
National Bancshares Corporation
Index
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
as of June 30, 1999 and
December 31, 1998 (Unaudited)
Consolidated Statements of Income 4
and Comprehensive Income for the
three and six months ended
June 30, 1999 and 1998
(Unaudited)
Consolidated Statements of Cash Flows 5
for the six months ended
June 30, 1999 and 1998
(Unaudited)
Note to Consolidated Financial 6
Statements (Unaudited)
Item 2. Management's Discussion and Analysis 6 - 10
of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 11
Market Risk
Part II. Other Information 11
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
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
Signatures 12
2
3
NATIONAL BANCSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
6/30/99 12/31/98
ASSETS:
Cash and due from banks $ 6,358,780 $ 7,675,122
Federal funds sold 7,995,000 13,215,000
Interest bearing deposits with banks 1,983,000
Securities available
for sale (at fair value) 12,740,321 13,030,285
Securities held to maturity 57,523,806 56,778,648
Approximate market value
June 30, 1999: $57,793,000
December 31, 1998: $58,584,000
Federal bank stock 905,600 884,500
Loans:
Commercial 38,574,231 34,745,544
Real estate mortgage 50,769,214 47,013,076
Installment 11,291,778 11,907,001
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Total loans 100,635,223 93,665,621
Less: Unearned income 323,547 332,033
Allowance for loan losses 1,300,534 1,296,513
------------- -------------
Loans, net 99,011,142 92,037,075
Accrued interest receivable 1,326,245 1,351,375
Premises and equipment 3,053,855 2,650,105
Other assets 3,151,273 2,581,494
------------- -------------
TOTAL $ 194,049,022 $ 190,203,604
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Demand $ 27,326,106 $ 31,486,957
Savings and N.O.W.s 74,041,952 73,851,696
Time 59,273,225 52,375,898
------------- -------------
Total deposits 160,641,283 157,714,551
Securities sold under
repurchase agreements 4,179,689 3,956,501
Federal reserve note account 1,000,000 87,358
Accrued interest payable 537,136 545,377
Other liabilities 727,949 706,935
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Total liabilities 167,086,057 163,010,722
SHAREHOLDERS' EQUITY
Common stock - without par value; 6,000,000 shares
Authorized; 2,289,528 shares issued 11,447,640 11,447,640
Additional paid-in capital 4,689,800 4,689,800
Retained earnings 12,300,529 11,523,005
Accumulated other comprehensive income (389,463) (174,514)
Less: Treasury shares (at cost): 36,191 and 10,588 shares as of
June 30, 1999 and December 31, 1998, respectively (1,085,541) (293,049)
------------- -------------
Total shareholders' equity 26,962,965 27,192,882
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TOTAL $ 194,049,022 $ 190,203,604
============= =============
See note to consolidated financial statements
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NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (Unaudited) Three months ended Six months ended
6/30/99 6/30/98 6/30/99 6/30/98
INTEREST INCOME:
Loans, including fees $ 2,065,640 $ 1,971,655 $ 4,049,874 $ 3,812,603
Federal funds sold 176,990 183,025 327,557 315,249
Interest and dividends
on investments
US government obligations 457,247 669,349 965,391 1,318,131
Obligations of states and
political subdivisions 308,610 308,352 611,089 614,362
Other securities 317,872 285,338 592,901 582,244
----------- ----------- ----------- -----------
Total interest income 3,326,359 3,417,719 6,546,812 6,642,589
INTEREST EXPENSE:
Deposits 1,149,676 1,244,958 2,260,374 2,434,445
Short-term borrowings 41,870 48,064 85,454 94,894
----------- ----------- ----------- -----------
Total interest expense 1,191,546 1,293,022 2,345,828 2,529,339
----------- ----------- ----------- -----------
Net interest income 2,134,813 2,124,697 4,200,984 4,113,250
PROVISION FOR LOAN LOSSES 30,000 30,000 60,000 60,000
----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 2,104,813 2,094,697 4,140,984 4,053,250
NONINTEREST INCOME 198,279 200,258 413,835 425,723
NONINTEREST EXPENSE:
Salaries and employee benefits 783,380 734,929 1,561,260 1,464,576
Net occupancy expense 99,417 100,506 195,426 210,724
Data processing expense 171,823 189,570 335,497 372,479
Franchise tax 83,250 90,375 160,488 179,657
Other expenses 429,212 447,741 792,800 795,788
----------- ----------- ----------- -----------
Total noninterest expense 1,567,082 1,563,121 3,045,471 3,023,224
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 736,010 731,834 1,509,348 1,455,749
Income tax expense 143,569 146,462 297,556 293,840
----------- ----------- ----------- -----------
NET INCOME 592,441 585,372 1,211,792 1,161,909
----------- ----------- ----------- -----------
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
Unrealized appreciation
(depreciation) in fair value
of securities available for sale (64,206) (171,203) (214,949) (2,576)
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME $ 528,235 $ 414,169 $ 996,843 $ 1,159,333
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 2,260,079 2,283,762 2,260,276 2,289,108
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE $ 0.26 $ 0.26 $ 0.54 $ 0.51
=========== =========== =========== ===========
See note to consolidated financial statements
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NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Six Months Ended
6/30/99 6/30/98
Cash Flows From Operating Activities:
Net Income $ 1,211,792 $ 1,161,909
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities
Depreciation and Amortization 260,094 325,281
Federal Home Loan Bank Stock Dividend (21,100) (20,400)
Provision for Loan Losses 60,000 60,000
Changes in Other Assets and Liabilities (300,000) (375,208)
------------ ------------
Net Cash From Operating Activities 1,210,786 1,151,582
Cash Flows From Investing Activities:
Purchases of Interest Bearing Deposits with Banks (1,983,000)
Securities Held to Maturity
Proceeds from Maturities and Repayments 5,714,324 9,032,151
Purchases of Investments (6,467,575) (3,640,026)
Securities Available for Sale
Proceeds from Maturities and Repayments 2,000,000 1,450,000
Purchases of Investments (2,047,266) (4,459,574)
Capital Expenditures (603,420) (62,631)
Net Increase in Loans to Customers (7,034,067) (7,467,866)
------------ ------------
Net Cash From Investing Activities (10,421,004) (5,147,946)
Cash Flows from Financing Activities:
Net Decrease in Demand
and Savings Accounts (3,970,595) (1,046,746)
Net Increase in Time Deposits 6,897,327 728,883
Net Increase in Short-Term Borrowings 1,135,830 771,772
Dividends Paid (612,923) (570,450)
Dividends Reinvested 112,501 108,609
Purchase of Treasury Shares (888,264) (127,711)
------------ ------------
Net Cash From Financing Activities 2,673,876 (135,643)
------------ ------------
Net Decrease in Cash and Cash Equivalents (6,536,342) (4,132,007)
Beginning Cash and Cash Equivalents 20,890,122 16,613,623
------------ ------------
Ending Cash and Cash Equivalents $ 14,353,780 $ 12,481,616
============ ============
Supplemental Disclosures
Cash Paid for Interest $ 2,354,069 $ 2,531,823
Cash Paid for Income Taxes $ 375,000 $ 332,762
Cash and Cash Equivalents include Cash and Due From Banks
and Federal Funds Sold.
See note to consolidated financial statements.
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National Bancshares Corporation
Note to Consolidated Financial Statements (Unaudited)
Note 1. Basis of Presentation
The accompanying consolidated financial statements include the accounts
of National Bancshares Corporation (the "Company") and its wholly-owned
subsidiary, First National Bank, Orrville, Ohio (the "Bank"). All significant
intercompany transactions and balances have been eliminated. The consolidated
balance sheet as of June 30, 1999, the consolidated statements of income for the
three and six month periods ended June 30, 1999 and 1998, and the consolidated
statements of cash flows for the six month periods ended June 30, 1999 and 1998
have been prepared by the Company without audit. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.
The consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q, but do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These statements should be read in conjunction with the
consolidated financial statements and footnotes in the Company's annual report
on Form 10-K for the year ended December 31, 1998. Operating results for the six
months ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1999.
The Company provides a broad range of financial services to
individuals and companies in northern Ohio. While the Company's chief decision
makers monitor the revenue streams of the various products and services,
operations are managed and financial performance is evaluated on a Company-wide
basis. Accordingly, all the Company's banking operations are considered by
management to be aggregated in one reportable operating segment.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING INFORMATION
The Company cautions that any forward-looking statements contained in
this report, in a report incorporated by reference to this report or made by
management of the Company involves risk and uncertainties and are subject to
change based on various important factors. Actual results could differ
materially from those expressed or implied. Additionally, the Company claims no
notification responsibilities should their opinions change from those expressed
herein.
FINANCIAL CONDITION
Balance Sheets
Total assets increased $3.8 million or 2.0% over 12/31/98. Cash and due
from banks decreased approximately $1.3 million, mainly the result of a lower
outgoing check letter on 6/30/99 as compared to 12/31/98. Interest bearing
deposits with banks were $2.0 million on 6/30/99. Federal funds sold decreased
$5.2 million or 39.5% due to loan demand and funds being invested in interest
bearing deposits with banks. Securities available for sale decreased $290
thousand or 2.2% and securities held to maturity increased $745 thousand or 1.3%
from 12/31/98. Net loans increased $7.0 million or 7.6% due to increased demand
in the commercial loan and real estate mortgage loan areas.
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7
The carrying amounts and approximate fair values of the investment
securities are summarized as follows:
June 30, 1999
-----------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-----------------------------------------------------
Available for Sale:
U.S. Government and federal agency $ 3,006,077 $ -- $ 40,453 $ 2,965,624
State and municipal 2,810,234 35,227 44,119 2,801,342
Corporate bond and notes 5,255,558 2,699 99,864 5,158,393
----------- ----------- ----------- -----------
Total debt securities 11,071,869 37,926 184,436 10,925,359
Equity securities 2,258,548 48,012 491,598 1,814,962
----------- ----------- ----------- -----------
Total $13,330,417 $ 85,938 $ 676,034 $12,740,321
=========== =========== =========== ===========
Held to Maturity:
U.S. Government and federal agency $23,804,020 $ 247,514 $ 339,800 $23,711,734
State and municipal 18,858,624 583,488 118,730 19,323,382
Corporate bond and notes 14,861,162 68,967 172,570 14,757,559
----------- ----------- ----------- -----------
Total $57,523,806 $ 899,969 $ 631,100 $57,792,675
=========== =========== =========== ===========
The activity in the allowance for loan losses for the first half of 1999 was as
follows:
Beginning balance $1,296,513
Provision for loan losses 60,000
Loans charged-off (73,849)
Recoveries 17,870
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Ending balance $1,300,534
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The allowance for loan losses is a valuation allowance for probable
credit losses, increased by the provision for loan losses and decreased by
charge-offs less recoveries. Management estimates the allowance balance required
using past loan loss experience, known and inherent risks in the nature and
volume of the portfolio, information about specific borrower situations and
estimated collateral values, economic conditions, and other factors. Allocations
of the allowance may be made for specific loans, but the entire allowance is
available for any loan that, in management's judgement, should be charged-off.
The allowance for loan losses to total loans percentages were 1.29% and
1.39% as of June 30, 1999 and December 31, 1998, respectively. On an annualized
basis, net charge-off to total loans percentages were .11% for the first half of
1999 and .06% for 1998. The ratio of non-performing loans to total loans was
.14% for June 30, 1999 compared to .18% for December 31, 1998. Non-performing
loans consist of loans that have been placed on nonaccrual status. Management
reviews the allowance for loan losses on a regular basis to determine the
adequacy of the reserve.
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8
Impaired loans at June 30, 1999 were as follows:
Loans with no allocated allowance for loan losses $ --
Loans with allocated allowance for loan losses 46,300
Amount of the allowance for loan losses allocated 13,884
Average of impaired loans during the first half of 1999 $55,582
Interest income recognized during impairment 2,070
Cash-basis interest income recognized 2,070
A loan is impaired when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller balance loans of similar
nature such as residential mortgage, consumer, and credit card loans, and on an
individual loan basis for other loans. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing rate or at the fair
value of collateral if repayment is expected solely from the collateral.
Financial instruments with off-balance-sheet risk were as follows at June 30,
1999:
Unused lines of credit $23,318,000
Letters of credit 1,516,000
Total deposits increased $2.9 million or approximately 1.9% from
12/31/98. Non-interest bearing demand accounts decreased by 13.2%, savings and
N.O.W. accounts increased by 0.3% and time deposits increased by 13.2%. Jumbo
public funds (over $100,000) accounted for the majority of the increase in time
deposits. Securities sold under repurchase agreements increased $0.2 million
from 12/31/98. Total shareholders' equity decreased $0.2 million or 0.8% from
12/31/98 due primarily to the purchase of treasury shares. As the Company's
shares become available, they are purchased and utilized for the Company's
dividend reinvestment plan.
Statements of Cash Flows
Net cash provided by operating activities for the first six months of
both 1999 and 1998 was $1.2. Net cash used in investing activities for the first
six months of 1999 was $10.4 million due primarily to investment purchases and
loan growth. Net cash of $2.7 million was provided by financing activities as a
result of the growth in time deposits. Total cash and cash equivalents decreased
$6.5 million during the first six months of 1999. With total cash and cash
equivalents of $14.4 million as of 6/30/99, the Company's liquidity ratios
continue to remain favorable.
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Analysis of Equity
The Company and the Bank are subject to regulatory capital requirements
administered by federal banking agencies. The following is a summary of the
actual and required regulatory capital amounts and ratios at 6/30/99.
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
--------------------------------------------------------------------------------
Amount Ratio Amount Ratio Amount Ratio
Total capital to
risk-weighted assets
Consolidated $27,938 21.76% $10,271 8.00% $12,839 10.00%
Bank 25,658 20.30% 10,114 8.00% 12,642 10.00%
Tier 1 (core) capital to
risk-weighted assets
Consolidated 26,637 20.75% 5,135 4.00% 7,703 6.00%
Bank 24,357 19.27% 5,057 4.00% 7,585 6.00%
Tier 1 (core) capital to
average assets
Consolidated 26,637 13.89% 7,674 4.00% 9,592 5.00%
Bank 24,357 12.81% 7,606 4.00% 9,507 5.00%
RESULTS OF OPERATIONS
Interest income totaled $3.3 million or $91 thousand lower for the
three-months ended 6/30/99 as compared to the same period in 1998. Interest
expense was $1.2 million for the three months ended 6/30/99 or $101 thousand
below 1998. This resulted in an increase of $10 thousand or 0.5% in net interest
income for the three month period ended 6/30/99 as compared to 6/30/98. The six
months results for the periods ended 6/30/99 and 6/30/98 were a decrease in
interest income of $96 thousand and a decrease in interest expense of $184
thousand. This resulted in a net interest income increase of $88 thousand or
2.1% for the six months ended 6/30/99 compared to 6/30/98.
Net interest rate margins were 5.11% and 5.20% for the first six months
of 1999 and 1998, respectively. Interest income yields decreased 40 basis points
as compared to interest costs, which decreased 31 basis points in 1999 compared
to 1998.
Provision for loan losses were $30,000 for the three months ended
6/30/99 and 6/30/98, and $60,000 for the six months ended 6/30/99 and 6/30/98.
Net charge offs for the six months ended 6/30/99 were $56 thousand as compared
to $47 thousand for the same period in 1998.
Noninterest income was $198 thousand for the three months ended 6/30/99
or approximately 1.0% below the same period in 1998. Noninterest income was $414
thousand for the six months ended 6/30/99 or approximately 2.8% below the same
period in 1998 due mainly to gains on loans sold during 1998.
Noninterest expense was $1.6 million for the three months ended 6/30/99
or approximately 0.3% above the same period in 1998. Year to date noninterest
expenses for 1999 were $3.0 million or 0.7% above the same period in 1998, due
mainly to normal salary increases.
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Net income was $592 thousand for the three months ended 6/30/99 or 1.2%
above the same quarter of 1998. Net income was approximately $1.2 million for
the six months ended 6/30/99 or 4.3% above the first six months of 1998. The
increase was due primarily to a lower cost of funds on our deposits. Unrealized
appreciation (depreciation) on securities available for sale was ($64) thousand
for the three months ended 6/30/99 compared to ($171) thousand for the three
months ended 6/30/98. Year to date unrealized appreciation (depreciation) was
($215) thousand compared to ($3) thousand for the same period last year. As
interest rates increased during the first half of 1999, the market value of the
debt securities in the available for sale portfolio depreciated in value.
Comprehensive income was $528 thousand for the three months ended 6/30/99 or
27.5% above the same period in 1998. Comprehensive income was $997 thousand for
the six months ended 6/30/99 or 14.0% below the first half of 1998.
YEAR 2000 COMPLIANCE
Management has completed its assessment of the Year 2000 issue for all
major systems. A schedule was established to test all computer hardware and
software programs to determine compatibility with the Year 2000. Each computer
application has been identified as "Mission Critical" or "Non-Mission Critical".
The Company has contacted the companies that supply or service the Company's
computer-operated or computer-dependent systems to obtain confirmation that each
system material to the operations of the Company is either Year 2000 compliant
or is expected to be Year 2000 compliant. The Company believes all Mission
Critical hardware and software systems are or will be Year 2000 compliant. With
respect to systems that cannot presently be confirmed as Year 2000 compliant,
the Company will continue to work with the appropriate supplier or servicer to
ensure all such systems will be rendered compliant in a timely manner, with
minimal expense to the Company or disruption of the Company's operations. System
testing, renovation, validation and implementation will continue through 1999.
As a contingency plan, the Company has determined that if the Company's systems
fail, the Company would implement manual systems until such systems could be
re-established. The Company does not anticipate that such short-term manual
systems would have a material adverse effect on the Company's operations. To
date, the Company has spent approximately $90 thousand on the Year 2000 project,
which includes operating expenses and equipment purchases. While no assurances
can be given, management believes the cost of addressing and correcting this
issue will not have a material impact on the Company's business, results of
operations or financial condition.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the quantitative and qualitative
disclosures about market risks as of June 30, 1999 from that presented in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
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 - The
Company held its Annual Shareholders' Meeting on April 22, 1999, for the purpose
of electing three directors. Shareholders received proxy materials containing
the information required by this item. Results of shareholder voting was as
follows:
Election of Directors: Charles J. Dolezal John W. Kropf James F. Woolley
- ---------------------- ------------------ ------------- ----------------
For 1,364,114 1,357,207 1,356,347
Against 9,209 16,116 16,976
Abstain --------- --------- ---------
Shares not voted by Brokers 493,262 493,262 493,262
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit No. If incorporated by Reference,
Under Reg. Documents with Which Exhibit
S-K, Item 601 Description of Exhibits Was Previously Filed with SEC
- ------------- ----------------------- -----------------------------
(11) Computation of Earnings per Share See Consolidated Statements of
Income and Comprehensive Income,
Page 4
(27) Financial Data Schedule
No other exhibits are required to be filed herewith pursuant to Item 601 of
Regulation S-K.
b. There were no reports on Form 8-K filed for the quarter
ended 6/30/99.
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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.
National Bancshares Corporation
Date: August 6, 1999 /s/Charles J. Dolezal
------------------- ------------------------------------
Charles J. Dolezal, President
Date: August 6, 1999 /s/Lawrence M. Cardinal, Jr.
------------------- ------------------------------------
Lawrence M. Cardinal, Jr., Treasurer
(Principal Financial Officer)
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