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 September 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
--------------------------------- ---- -----
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 November 3, 1999:
Common Stock, Without Par Value: 2,245,088 Shares Outstanding
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National Bancshares Corporation
Index
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of 3
September 30, 1999 and December 31, 1998
(Unaudited)
Consolidated Statements of Income and 4
Comprehensive Income for the three and
nine months ended September 30, 1999 and
1998 (Unaudited)
Consolidated Statements of Cash Flows 5
for the nine months ended September 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 - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
Signatures
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2
3
NATIONAL BANCSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
9/30/99 12/31/98
ASSETS:
Cash and due from banks $ 8,376,984 $ 7,675,122
Federal funds sold 13,215,000
Interest bearing deposits with banks 1,984,062
Securities available
for sale (at fair value) 19,997,486 13,030,285
Securities held to maturity 56,354,399 56,778,648
Approximate market value
September 30, 1999: $56,472,000
December 31, 1998: $58,584,000
Federal bank stock 916,400 884,500
Loans:
Commercial 39,038,076 34,745,544
Real estate mortgage 52,518,466 47,013,076
Installment 10,687,015 11,907,001
----------------------------------------
Total loans 102,243,557 93,665,621
Less: Unearned income 321,189 332,033
Allowance for loan losses 1,313,109 1,296,513
----------------------------------------
Loans, net 100,609,259 92,037,075
Accrued interest receivable 1,861,111 1,351,375
Premises and equipment 2,952,270 2,650,105
Other assets 3,147,406 2,581,494
----------------------------------------
TOTAL $ 196,199,377 $ 190,203,604
========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Demand $ 28,160,701 $ 31,486,957
Savings and N.O.W.s 74,305,349 73,851,696
Time 56,334,135 52,375,898
----------------------------------------
Total deposits 158,800,185 157,714,551
Federal funds purchased and securities
sold under repurchase agreements 4,919,272 3,956,501
Federal reserve note account 1,000,000 87,358
Federal Home Loan Bank advances 3,000,000
Accrued interest payable 520,550 545,377
Other liabilities 826,547 706,935
----------------------------------------
Total liabilities 169,066,554 163,010,722
----------------------------------------
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 12,726,434 11,523,005
Accumulated other comprehensive income (480,430) (174,514)
Less: Treasury shares (at cost): 42,098 and 10,588 shares as of
September 30, 1999 and December 31, 1998, respectively (1,250,621) (293,049)
----------------------------------------
Total shareholders' equity 27,132,823 27,192,882
----------------------------------------
TOTAL $ 196,199,377 $ 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 Nine months ended
9/30/99 9/30/98 9/30/99 9/30/98
INTEREST INCOME:
Loans, including fees $ 2,116,894 $ 2,026,180 $ 6,166,768 $ 5,838,783
Federal funds sold 54,646 137,971 382,203 453,220
Interest and dividends
on investments
US government obligations 476,645 597,341 1,442,036 1,915,472
Obligations of states and
political subdivisions 308,083 301,989 919,172 916,351
Other securities 396,415 301,065 989,316 883,309
------------------------------------------------------------------
Total interest income 3,352,683 3,364,546 9,899,495 10,007,135
INTEREST EXPENSE:
Deposits 1,103,305 1,199,456 3,363,679 3,633,901
Short-term borrowings 59,134 60,324 144,588 155,218
------------------------------------------------------------------
Total interest expense 1,162,439 1,259,780 3,508,267 3,789,119
------------------------------------------------------------------
Net interest income 2,190,244 2,104,766 6,391,228 6,218,016
PROVISION FOR LOAN LOSSES 30,000 30,000 90,000 90,000
------------------------------------------------------------------
Net interest income after
provision for loan losses 2,160,244 2,074,766 6,301,228 6,128,016
NONINTEREST INCOME 210,218 210,017 624,053 635,740
NONINTEREST EXPENSE:
Salaries and employee benefits 807,553 744,119 2,368,813 2,208,695
Net occupancy expense 117,864 102,417 313,290 313,141
Data processing expense 173,793 197,511 509,290 569,990
Franchise tax 76,978 90,375 237,466 270,032
Other expenses 371,185 404,103 1,163,985 1,199,891
------------------------------------------------------------------
Total noninterest expense 1,547,373 1,538,525 4,592,844 4,561,749
------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 823,089 746,258 2,332,437 2,202,007
Income tax expense 175,482 152,908 473,038 446,748
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NET INCOME 647,607 593,350 1,859,399 1,755,259
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OTHER COMPREHENSIVE INCOME,
NET OF TAX:
Unrealized appreciation
(depreciation) in fair value
of securities available for sale (90,967) (196,499) (305,916) (199,075)
------------------------------------------------------------------
COMPREHENSIVE INCOME $ 556,640 $ 396,851 $ 1,553,483 $ 1,556,184
==================================================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 2,252,651 2,279,211 2,257,706 2,281,969
==================================================================
EARNINGS PER COMMON SHARE $ 0.29 $ 0.26 $ 0.82 $ 0.77
==================================================================
See note to consolidated financial statements
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NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
9/30/99 9/30/98
Cash Flows From Operating Activities:
Net Income $ 1,859,399 $ 1,755,259
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities
Depreciation and Amortization 384,200 474,304
Federal Home Loan Bank Stock Dividend (31,900) (30,900)
Provision for Loan Losses 90,000 90,000
Changes in Other Assets and Liabilities (717,216) (469,502)
----------------------------------
Net Cash From Operating Activities 1,584,483 1,819,161
Cash Flows From Investing Activities:
Purchases of Interest Bearing Deposits with Banks (1,984,062)
Securities held to maturity
Proceeds from Maturities and Repayments 7,438,292 15,927,624
Purchases of Investments (7,019,241) (3,880,522)
Securities available for sale
Proceeds from Maturities and Repayments 2,000,000 2,450,000
Purchases of Investments (9,447,626) (4,543,794)
Capital Expenditures (607,628) (455,383)
Net Increase in Loans to Customers (8,662,184) (9,354,278)
----------------------------------
Net Cash From Investing Activities (18,282,449) 143,647
Cash Flows from Financing Activities:
Net Decrease in Demand
and Savings Accounts (2,872,603) (3,213,826)
Net Increase in Time Deposits 3,958,237 3,668,651
Net Increase (Decrease) in Short-Term Borrowings 4,875,413 (63,518)
Dividends Paid (838,257) (775,686)
Dividends Reinvested 154,664 146,099
Purchase of Treasury Shares (1,092,626) (233,650)
----------------------------------
Net Cash From Financing Activities 4,184,828 (471,930)
----------------------------------
Net Change in Cash and Cash Equivalents (12,513,138) 1,490,878
Beginning Cash and Cash Equivalents 20,890,122 16,613,623
----------------------------------
Ending Cash and Cash Equivalents $ 8,376,984 $ 18,104,501
==================================
Supplemental Disclosures
Cash Paid for Interest $ 3,533,095 $ 3,800,627
Cash Paid for Income Taxes $ 515,000 $ 482,762
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 September 30, 1999, the consolidated statements of income
for the three and nine month periods ended September 30, 1999 and 1998, and the
consolidated statements of cash flows for the nine month periods ended September
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
nine months ended September 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 $6.0 million or 3.2% over 12/31/98. Cash and due
from banks increased approximately $0.7 million as compared to 12/31/98.
Interest bearing deposits with banks were $2.0 million on 9/30/99. Federal funds
sold decreased $13.2 million due to loan demand and funds being invested in
securities and interest bearing deposits with banks. Securities available for
sale increased $7.0 million or 53.5% and securities held to maturity decreased
$0.4 million or 0.7% from 12/31/98. Net loans increased $8.6 million or 9.3% due
to increased demand in the commercial and real estate mortgage loan areas.
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The carrying amounts and approximate fair values of the investment
securities are summarized as follows:
September 30, 1999
--------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------------------------------------------------------
Available for Sale:
U.S. Government and federal agency $ 6,964,897 $ 18,706 $ 60,791 $ 6,922,812
State and municipal 2,807,620 30,997 61,060 2,777,557
Corporate bond and notes 8,581,845 36,039 109,054 8,508,830
--------------------------------------------------------------
Total debt securities 18,354,362 85,742 230,905 18,209,199
Equity securities 2,371,048 11,100 593,861 1,788,287
--------------------------------------------------------------
Total $20,725,410 $ 96,842 $ 824,766 $19,997,486
==============================================================
Held to Maturity:
U.S. Government and federal agency $23,449,314 $ 230,436 $ 344,374 $23,335,376
State and municipal 18,962,431 515,516 172,632 19,305,315
Corporate bond and notes 13,942,654 57,927 168,819 13,831,762
--------------------------------------------------------------
Total $56,354,399 $ 803,879 $ 685,825 $56,472,453
==============================================================
The activity in the allowance for loan losses for the first nine months of 1999
was as follows:
Beginning balance $1,296,513
Provision for loan losses 90,000
Loans charged-off (105,535)
Recoveries 32,131
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Ending balance $1,313,109
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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 1.28% and
1.39% as of September 30, 1999 and December 31, 1998, respectively. On an
annualized basis, net charge-off to total loans percentages were .10% for the
first nine months of 1999 and .06% for 1998. The ratio of non-performing loans
to total loans was .21% for September 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 September 30, 1999 were as follows:
Loans with no allocated allowance for loan losses $ --
Loans with allocated allowance for loan losses 61,580
Amount of the allowance for loan losses allocated 33,884
Average of impaired loans during the first nine months of 1999 $49,347
Interest income recognized during impairment 3,556
Cash-basis interest income recognized 3,556
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 September
30, 1999:
Unused lines of credit $24,095,000
Letters of credit 1,591,000
Total deposits increased $1.1 million or approximately 0.7% from
12/31/98. Non-interest bearing demand accounts decreased by 10.6%, savings and
N.O.W. accounts increased by 0.6% and time deposits increased by 7.6%.
Non-interest bearing demand account balances fluctuate based upon the liquidity
needs of our customers. Jumbo public funds (over $100,000) accounted for the
majority of the increase in time deposits. Federal funds purchased and
securities sold under repurchase agreements increased $1.0 million from
12/31/98. Advances from the Federal Home Loan Bank were $3.0 million as of
September 30, 1999. Total shareholders' equity decreased $0.1 million or 0.2%
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 from operating activities for the first nine months of 1999
was $1.6 million compared to $1.8 million for 1998. Net cash used in investing
activities for the first nine months of 1999 was $18.3 million due primarily to
investment purchases and loan growth. Net cash of $4.2 million was provided by
financing activities as a result of the increase in short-term borrowings. Total
cash and cash equivalents decreased $12.5 million during the first nine months
of 1999. With total cash and cash equivalents of $8.4 million as of 9/30/99, 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 9/30/99.
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 $28,134 21.31% $10,560 8.00% $13,200 10.00%
Bank 25,719 19.78% 10,401 8.00% 13,001 10.00%
Tier 1 (core) capital to
risk-weighted assets
Consolidated 26,821 20.32% 5,280 4.00% 7,920 6.00%
Bank 24,406 18.77% 5,200 4.00% 7,801 6.00%
Tier 1 (core) capital to
average assets
Consolidated 26,821 13.95% 7,690 4.00% 9,613 5.00%
Bank 24,406 12.81% 7,622 4.00% 9,527 5.00%
RESULTS OF OPERATIONS
Interest income totaled $3.4 million or $12 thousand lower for the
three-months ended 9/30/99 as compared to the same period in 1998. Interest
expense was $1.2 million for the three months ended 9/30/99 or $97 thousand
below 1998. This resulted in an increase of $85 thousand or 4.1% in net interest
income for the three month period ended 9/30/99 as compared to 9/30/98. The nine
months results for the periods ended 9/30/99 and 9/30/98 were a decrease in
interest income of $108 thousand and a decrease in interest expense of $281
thousand. This resulted in a net interest income increase of $173 thousand or
2.8% for the nine months ended 9/30/99 compared to 9/30/98.
Net interest rate margins were 5.14% and 5.22% for the first nine
months of 1999 and 1998, respectively. Interest income yields decreased 40 basis
points as compared to interest costs, which decreased 32 basis points in 1999
compared to 1998.
Provision for loan losses were $30,000 for the three months ended
9/30/99 and 9/30/98, and $90,000 for the nine months ended 9/30/99 and 9/30/98.
Net charge offs for the nine months ended 9/30/99 were $73 thousand as compared
to $68 thousand for the same period in 1998.
Noninterest income was $210 thousand for the three months ended 9/30/99
and 9/30/98. Noninterest income was $624 thousand for the nine months ended
9/30/99 or approximately 1.8% below the same period in 1998 due mainly to gains
on loans sold during 1998.
Noninterest expense was $1.5 million for the three months ended 9/30/99
or approximately 0.6% above the same period in 1998. Year to date noninterest
expenses for 1999 were $4.6 million or 0.7% above the same period in 1998, due
mainly to normal salary increases.
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Net income was $647 thousand for the three months ended 9/30/99 or 9.1%
above the same quarter of 1998. Net income was approximately $1.9 million for
the nine months ended 9/30/99 or 5.9% above the first nine 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 ($91) thousand
for the three months ended 9/30/99 compared to ($197) thousand for the three
months ended 9/30/98. Year to date unrealized appreciation (depreciation) was
($306) thousand compared to ($199) thousand for the same period last year. A
general decline in the market value of debt and equity investments owned, due to
depressed stock market levels and higher interest rates, has decreased the
market value of securities in the available for sale portfolio. Comprehensive
income was $557 thousand for the three months ended 9/30/99 or 40.3% above the
same period in 1998. Comprehensive income was $1.6 million for the nine months
ended 9/30/99 or 0.2% below the first nine months 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 Year 2000 compliant. 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 September 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 - None
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 9/30/99.
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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: November 8, 1999 /s/Charles J. Dolezal
------------------------- -----------------------------
Charles J. Dolezal, President
Date: November 8, 1999 /s/Lawrence M. Cardinal, Jr.
------------------------- -----------------------------
Lawrence M. Cardinal, Jr., Treasurer
(Principal Financial Officer)
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