UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended September 30, 1997 Commission file number 0-23134 INTERCOUNTY BANCSHARES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 31-1004998 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 48 North South Street, Wilmington, Ohio 45177 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (513) 382-1441 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 The number of shares outstanding of the issuer's common stock, without par value, as of November 1, 1997, was 1,545,738 shares. INTERCOUNTY BANCSHARES, INC. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1997, December 31, 1996 and September 30, 1996 . . . . . . . . . . . . . . . . . . ..1 Consolidated Statements of Income - Three Months Ended September 30, 1997 and 1996 and Nine Months Ended September 30, 1997 and 1996. . . . . . . . .2 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1997 and 1996 . . . . . . . ..3 Notes to Consolidated Financial Statements . . . . . . . . . .4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . 5-12 Part II. Other Information Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .13-14 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .13-14 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .13-14 Item 4. Submission of Matters to a Vote of Security Holders . . .13-14 Item 5. Other Information . . . . . . . . . . . . . . . . . . . .13-14 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . .13-14 Part I - Financial Information Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY CONSOLIDATED BALANCE SHEETS At September 30, 1997, December 31, 1996 and September 30, 1996 (thousands) September 30, December 31, September 30, 1997 1996 1996 (unaudited) (a) (unaudited) ASSETS: Cash and due from banks $ 17,925 11,005 11,798 Federal funds sold 7,657 1,016 10,087 ------- ------- ------- Total cash and cash equivalents 25,582 12,021 21,885 Interest-bearing deposits in banks 25 126 137 Securities available for sale, at market value 86,589 81,368 74,058 Securities held to maturity (market value-$7,398, $8,061, and $8,189) 7,051 7,463 7,554 ------- ------- ------- Total securities 93,640 88,831 81,612 Loans 278,238 269,282 268,361 Less-allowance for loan losses 2,652 2,686 2,732 ------- ------- ------- Net loans 275,586 266,596 265,629 Premises and equipment 10,162 8,653 8,563 Earned income receivable 3,745 3,308 3,368 Other assets 768 1,072 1,523 ------- ------- ------- TOTAL ASSETS $409,508 380,607 382,717 ======= ======= ======= LIABILITIES: Demand deposits $ 35,920 35,731 36,456 Savings, NOW, and money market deposits 119,322 112,726 111,017 Certificates $100,000 and over 27,780 18,788 21,784 Other time deposits 145,397 141,883 140,707 ------- ------- ------- Total deposits 328,419 309,128 309,964 Short-term borrowings 37,966 31,113 33,887 Long-term debt 847 914 1,044 Other liabilities 2,603 2,704 2,523 ------- ------- ------- TOTAL LIABILITIES 369,835 343,859 347,418 ------- ------- ------- SHAREHOLDERS' EQUITY: Preferred stock-no par value, authorized 100,000 shares; none issued Common stock-no par value, authorized 3,000,000 shares; issued 1,909,475 shares 1,000 1,000 1,000 Surplus 7,393 7,246 7,241 Net unrealized gain on securities available for sale 433 424 354 Unearned ESOP shares, at cost (729) (732) (841) Retained earnings 34,706 31,869 30,604 Treasury shares, at cost; 363,737 shares at September 30, 1997; 369,436 at December 31, 1996; 369,436 shares at September 30, 1996 (3,130) (3,059) (3,059) ------- ------- ------- TOTAL SHAREHOLDERS' EQUITY 39,673 36,748 35,299 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $409,508 380,607 382,717 ======= ======= ======= <FN> (a) Financial information as of December 31, 1996, has been derived from the audited, consolidated financial statements of the Registrant. </FN> The accompanying notes to financial statements are an integral part of these statements. -1- Part I - Financial Information (Continued) Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY CONSOLIDATED STATEMENTS OF INCOME (thousands) (unaudited) Three Months Ended Nine Months Ended September 30 September 30 ------------------ ---------------- 1997 1996 1997 1996 INTEREST INCOME: Interest and fees on loans $6,188 5,790 17,974 16,535 Interest on securities available for sale - taxable 1,629 1,344 4,817 4,216 Interest on securities held to maturity - non-taxable 158 159 457 472 Interest on deposits in banks - 2 3 7 Interest on federal funds sold 35 46 70 108 ----- ----- ------ ------ TOTAL INTEREST INCOME 8,010 7,341 23,321 21,338 ----- ----- ------ ------ INTEREST EXPENSE: Interest on savings, NOW and money market deposits 840 783 2,444 2,213 Interest on time certificates $100,000 and over 392 285 990 789 Interest on other deposits 2,103 1,995 6,204 5,876 Interest on short-term borrowings 560 435 1,628 1,282 Interest on long-term debt 16 21 56 65 ----- ----- ------ ------ TOTAL INTEREST EXPENSE 3,911 3,519 11,322 10,225 ----- ----- ------ ------ NET INTEREST INCOME 4,099 3,822 11,999 11,113 PROVISION FOR LOAN LOSSES 200 150 600 450 ----- ----- ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,899 3,672 11,399 10,663 ----- ----- ------ ------ NON-INTEREST INCOME: Trust income 248 193 662 532 Service charges on deposits 331 288 943 804 Other service charges and fees 79 79 218 230 Securities gains 292 - 292 86 Other 119 147 440 411 ----- ----- ------ ------ TOTAL NON-INTEREST INCOME 1,069 707 2,555 2,063 ----- ----- ------ ------ NON-INTEREST EXPENSES: Salaries 1,253 1,123 3,610 3,223 Pension and benefits 284 238 776 685 Equipment 302 265 884 663 Occupancy 168 163 503 470 Deposit insurance 12 106 35 126 State franchise tax 141 123 422 369 Advertising 66 67 201 196 Other 758 761 2,134 2,215 ----- ----- ------ ------ TOTAL NON-INTEREST EXPENSE 2,984 2,846 8,565 7,947 ----- ----- ------ ------ INCOME BEFORE INCOME TAX 1,984 1,533 5,389 4,779 INCOME TAX 620 445 1,677 1,395 ----- ----- ------ ------ NET INCOME $ 1,364 1,088 3,712 3,384 ===== ===== ====== ====== Earnings per common share $ 0.89 0.71 2.42 2.21 Dividends declared per common share $ 0.19 0.14 0.57 0.42 Average shares outstanding 1,534,122 1,527,500 1,532,384 1,531,845 The accompanying notes to financial statements are an integral part of these statements. -2- Part I - Financial Information (Continued) Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) (unaudited) Nine Months Ended September 30 ---------------------- 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,712 3,384 Adjustments for non-cash items - Depreciation and amortization 791 541 Provision for loan losses 600 450 Net discount accretion of securities held for sale (101) (211) Net discount accretion of securities held to maturity (113) (76) Net realized gains from sale of securities available for sale (292) (86) (Increase) decrease in income receivable (437) (138) Increase in other assets (8) (421) Decrease in interest payable (154) (106) (Decrease) increase in income taxes payable 85 25 Increase in other accrued expenses (148) (187) FHLB stock dividends (170) (155) ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,765 3,020 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease (increase) in interest-bearing deposits in banks 101 (4) Proceeds from maturities of securities available for sale 28,620 13,514 Proceeds from sale of securities available for sale 6,763 5,395 Purchases of securities available for sale (40,028) (11,538) Proceeds from maturities of securities held to maturity 525 713 Net increase in loans (9,590) (26,216) Purchases of premises and equipment (1,934) (1,547) ------ ------ NET CASH USED IN INVESTING ACTIVITIES (15,543) (19,683) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 19,292 18,461 Repayment of capital lease obligation (67) (65) Net increase in short-term borrowings 6,853 2,777 Cash dividends paid (797) (589) Proceeds from stock options exercised 230 6 Purchase of treasury shares (172) (249) ------ ------ NET CASH PROVIDED BY FINANCING ACTIVITIES 25,339 20,341 ------ ------ NET CHANGE IN CASH AND CASH EQUIVALENTS 13,561 3,678 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,021 18,207 ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 25,582 21,885 ====== ====== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 11,476 10,331 Income taxes paid 1,654 1,370 The accompanying notes to financial statements are an integral part of these statements. -3- PART I. FINANCIAL INFORMATION (Continued) Item 1. Notes to Consolidated Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the three and nine month periods ended September 30, 1997, are not necessarily indicative of the results to be expected for the full year to end December 31, 1997. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in the Company's Annual Report and Form 10-K for the year ended December 31, 1996 filed with the Commission. WEIGHTED AVERAGE SHARES OUTSTANDING Earnings per common share (EPS) is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. The assumed exercise of stock options would not have a material dilutive effect. In accordance with generally accepted accounting principles, certain shares held in suspense by the Company's employee stock ownership plan (ESOP) are not considered outstanding until they are committed to be released for allocation to participants' accounts. The following table shows the computation of the weighted average shares outstanding. Three Months Ended Nine Months Ended September 30 September 30 1997 1996 1997 1996 Weighted Average Shares: Common shares issued 1,545,983 1,541,666 1,544,808 1,546,604 Unreleased common shares held by ESOP (11,861) (14,166) (12,424) (14,759) --------- --------- --------- --------- Common shares outstanding 1,534,122 1,527,500 1,532,384 1,531,845 ========= ========= ========= ========= -4- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY RECENTLY ISSUED ACCOUNTING STANDARDS Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," effective January 1, 1996, encourages, but does not require, adoption of a fair-value-based accounting method for employee stock options. Management elected to continue to recognize compensation cost using the intrinsic-value-based method of accounting in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." However, the nature of the Company's stock options is such that the accounting treatment is the same under both pronouncements. Compensation cost is recorded during the service period of the optionees based on changes in the book value of the shares since at the election of the optionees, when the options are exercised, the Company is obligated to repurchase the shares at book value. If the Company's shares begin trading on an established market at greater than book value such that optionees will likely not elect to put the shares to the Company, the accrued compensation will be recognized as additional consideration for the stock issued. SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" as amended by SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of (SFAS) Statement No. 125," provides accounting and reporting standards to distinguish transfers of financial assets that are sales from transfers that are secured borrowings. Generally, the new standards are first applicable to transactions occurring after December 31, 1997. Adoption of SFAS No. 125 is not expected to have a material effect on the consolidated financial statements. SFAS No. 128 "Earnings Per Share" requires, in all instances, dual presentation of a basic EPS, which excludes dilution, and a diluted EPS, which gives effect to all dilutive potential common shares that were outstanding during the period. The requirements of this Statement are first effective for the Company's year end December 31, 1997. Early adoption is not permitted. It also requires a reconciliation of the income available to common shareholders and weighted-average shares of the basic EPS computation to the income available to common shareholders and weighted-average shares plus dilutive potential common shares of the diluted EPS computation. Basic and diluted EPS pursuant to the requirements of Statement No. 128 would be as follows: Three Months Ended Nine Months Ended September 30 September 30 ------------------ ---------------- 1997 1996 1997 1996 Basic earnings per share $.89 .71 2.42 2.21 Diluted earnings per share $.86 .69 2.35 2.16 -5- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY FORWARD-LOOKING STATEMENTS Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent the Company's judgment as of the current date. The Company disclaims, however, any intent or obligation to update such forward-looking statements. See Exhibit 99 attached hereto, which is incorporated herein by reference. RESULTS OF OPERATIONS Net income for the third quarter of 1997 was $1,364,000, an increase of 25.4% from the $1,088,000 earned in the third quarter of 1996. A large portion of the increase from the third quarter of 1996 was the result of $193,000 in after-tax gains on the sale of securities. Also during the third quarter of 1997, net interest income increased 7.2%, non-interest income was up 9.9%, and non-interest expense increased 4.9% from the third quarter last year. This quarter also showed a 33.3% increase in provision for loan losses. Net income per share increased 25.4% to $.89 from $.71 for the third quarter of 1996. Net income for the first nine months of 1997 was $3.71 million, an increase of 9.7% from the $3.38 million earned in the first nine months of 1996. Net income per share increased 9.7% to $2.42 from $2.21. -6- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) Net interest income for the third quarter of 1997 was $4.1 million, 7.2% above the third quarter of 1996. Average interest-earning assets during the third quarter of 1997 increased $31.9 million (9.1%) from the third quarter of 1996 to $382.2 million. The volume increase consisted primarily of $15.6 million in loans, and $17.4 million in securities. The average yield on average interest-earning assets decreased from 8.34% during the third quarter of 1996 to 8.33% during the third quarter of 1997. Average loan yield increased from 8.74% in the third quarter of 1996 to 8.80% in the third quarter of 1997. The average securities yield decreased from 7.22% in 1996 to 7.08% in 1997. Average interest-bearing liabilities during the third quarter of 1997 increased $30.1 million (10.0%) compared to the same quarter in 1996, to $332.0 million, and their cost increased to 4.67% from 4.64% for the third quarter of 1996. Certificates of deposit $100,000 and over increased $6.8 million, and their cost rose from 5.37% to 5.58%. Borrowings from the Federal Home Loan Bank were increased $4.9 million from the third quarter of 1996 and their cost increased from 5.70% to 5.77%. The net interest margin decreased from 4.35% in the third quarter of 1996 to 4.27% in the third quarter of 1997. Net interest income for the first nine months of 1997 increased 8.0% from the same period last year. Average interest-earning assets increased 9.3% from the first nine months of last year, and the yield on these increased from 8.31% to 8.32%. Average interest-bearing liabilities during the first nine months of 1997 increased 10.3%, while the cost increased from 4.64% to 4.66%. The net interest margin has averaged 4.28% in 1997 compared to 4.33% for the first nine months of 1996. The provision for loan losses was increased to $200,000 for the third quarter of 1997, compared to $150,000 for the same period in 1996. The Bank has increased its provision to reflect slightly higher net charge-offs so far this year and growth in the loan portfolio. Net charge-offs for the third quarter of 1997 were .08% of average loans, compared to .07% for the prior year. Net charge-offs for the first nine months of 1997 were .23% of average loans, compared to .14% for the first nine months of last year. Generally, all other loans are placed on non-accrual status if they are 90 days or more delinquent. A loan may remain on an accrual status after it is 90 days delinquent if it is reasonably certain the account will be settled in its entirety or brought current within a 30-day period. The current year's accrued interest on loans placed on non-accrual status is charged against earnings. The previous year's accrued interest is charged against the allowance for loan losses. Cash payments received on non-accrual loans are applied against principal until the balance is repaid. Any remaining payments are credited to earnings. Non-performing loans include non-accrual loans, renegotiated loans and ninety days or more past due loans. Loans that are ten days delinquent, excluding one- to four-family real estate loans, are sent to the Collections Department for collection. One- to four-family real estate loans are sent when they are fifteen days delinquent. As of September 30, 1997, management knew of no significant loans not now disclosed that would cause management to have serious doubts as to the ability of the borrowers to comply with present loan repayment terms. -7- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) The following table sets forth certain information regarding the past-due, non-accrual and renegotiated loans of the Bank at the dates indicated (in thousands): September 30 December 31 September 30 1997 1996 1996 -------- ----------- -------- Loans accounted for on non-accrual basis $568 535 559 Accruing loans which are past due 90 days or more 207 90 318 Renegotiated loans - - - --- --- --- Total $775 625 877 === === === Total non-accrual loans have increased very little since December 31, 1996. At September 30, 1997, non-accrual loans consisted of two consumer loans totalling $101,000, two real estate loans totaling $48,000 and seven business loans totalling $419,000. Most of these loans should be off non-accrual status by the end of 1997; three of these are anticipated to be long-term workouts. Management believes the value of the related collateral, if necessary to collect the principal outstanding, limits the Bank's exposure to a potential loss of less than $85,000, including costs of collection. See Exhibit 99 attached hereto, which is incorporated herein by reference. -8- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) At September 30, 1997, the Bank's allowance for loan losses totaled $2.65 million and was allocated primarily to the consumer segment of the loan portfolio. A similar allocation existed for all other dates presented. The following table sets forth an analysis of the Bank's allowance for losses on loans for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30 September 30 1997 1996 1997 1996 ------------------ ---------------- Balance, beginning of period $2,667 2,647 2,686 2,644 Charge-offs: Commercial 98 (12) 178 31 Residential real estate - - - 1 Installment 154 109 506 386 Credit Card - 49 64 119 Other - 1 5 2 ----- ----- ----- ----- Total 252 147 753 539 ----- ----- ----- ----- Recoveries: Commercial 7 42 9 50 Residential real estate - - - - Installment 26 36 99 113 Credit Card 4 4 11 8 Other - - - 6 ----- ----- ----- ----- Total 37 82 119 177 ----- ----- ----- ----- Net Charge-offs (215) (65) (634) (362) Provision for loan losses 200 150 600 450 ----- ----- ----- ----- Balance, end of period $2,652 2,732 2,652 2,732 ===== ===== ===== ===== Non-interest income was $777,000, exclusive of securities gains, for the third quarter of 1997, an increase of 9.9% from the $707,000 earned in the third quarter of 1996. This quarter included gains on the sale of securities of $292,000. Although most other categories in this section have shown increases over the third quarter of 1996, increased trust income (28.6%), deposit service charges (14.9%), and loan related processing fees (26.0%) accounted for the majority of the improvement. For the first nine months of 1997, non-interest income, exclusive of securities gains, is up 14.5% from the same period in 1996. -9- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) Non-interest expense for the third quarter of 1997 increased 4.9% over the same period in 1996. Salaries increased 11.6% for the quarter due mostly to an increase of 11 full-time equivalent employees. Benefits were 19.5% higher in the third quarter of 1997 compared to the third quarter 1996. Equipment expense increased 14.4% from last year as a result of our continued investment in current technology. Occupancy expense increased 2.9% for the quarter. State franchise tax for the third quarter of 1997 has increased 14.3% over the same period last year due to the increase in Company capital on which it is based. Deposit insurance expense for the third quarter of 1997 represented a decrease of $94,000 or 88.7% from 1996 due to a one-time assessment incurred in 1996. For the first nine months of the year, total non-interest expense was up 7.8% from the same period last year. Performance ratios for the third quarter of 1997 included a return on assets of 1.33% and a return on equity of 13.88%, compared to 1.16% and 12.37%, respectively, for the third quarter of 1996. Performance ratios for the first nine months of 1997 included a return on assets of 1.25%, and a return on equity of 13.10%, compared to 1.24% and 13.02%, respectively, for the first nine months of 1996. FINANCIAL CONDITION The changes that have occurred in InterCounty's financial condition during 1997 are as follows (in thousands): September 30 December 31 1997 1996 Amount Percent -------- ----------- ------ ------- Total assets $409,508 380,607 28,901 8 Loans 278,238 269,282 8,956 3 Securities 93,640 88,831 4,809 5 Savings, NOW, MMDA deposits 119,322 112,726 6,596 6 CD's $100,000 and over 27,780 18,788 8,992 48 Other time deposits 145,397 141,883 3,514 2 Short-term borrowings 37,966 31,113 6,853 22 -10- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) The loan portfolio growth was primarily in commercial, $6.0 million, and real estate, $2.4 million. The securities portfolio has increased as a result of excess funds and are primarily purchases of U.S. Agency callable bonds and collateralized mortgage obligations ("CMOs"). Deposit growth has occurred in interest-bearing transaction accounts and large certificates of deposit. Increases in short-term borrowings include increases in both customer repurchase agreement balances and Federal Home Loan Bank advances. Book value per share was $25.67 compared to $23.86 at December 31, 1996. Equity to assets was 9.69% compared to 9.66% at the end of last year. Total assets grew 7.0% from September 30, 1996, to a total of $409.5 million. Total loans increased to $278.2 million, an increase of 3.7%. Commercial, home equity, and residential real estate loans provided the majority of the growth. The average balance during the first nine months of 1997 of commercial loans, home equity loans, and residential real estate loans represented increases of $14.3 million (15.6%), $1.9 million (10.1%), and $3.1 million (4.9%), respectively, from the averages during the first nine months of 1996. The securities portfolio average during the first nine months of 1997 was 14.5% greater than the average for the first nine months of 1996, primarily in U.S. Agency callable bonds and CMOs. Total average deposits during the first nine months of 1997 increased 8.0% to $316.5 million from the average for the first nine months of 1996. Non-interest bearing deposits remained at about the same amount as last year. Average interest-bearing liabilities grew $30.3 million, or 10.3%, between the two periods. Average interest-bearing transaction accounts increased $10.8 million, or 15.5%, and average retail certificates of deposit increased $10.0 million, or 7.4%, between the first nine months of 1996 and the first nine months of 1997. Total equity increased 12.4% from September 30, 1996, to $39.7 million at September 30, 1997. LIQUIDITY AND CAPITAL RESOURCES The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. InterCounty manages liquidity on both the asset and the liability sides of the balance sheet. The loan to total funds ratio at September 30, 1997, was 76%, compared to 78% for the same date in 1996. Management strives to keep this ratio below 80%. The securities portfolio is primarily "available for sale" securities that are readily marketable. Approximately 63% of the portfolio is pledged to secure public deposits and for other purposes as required by law. The balance of the "available for sale" portfolio could be sold if necessary for liquidity purposes. Also, a stable deposit base consisting of 92% core deposits, makes the Bank less susceptible to large fluctuations in funding needs. -11- PART I. FINANCIAL INFORMATION (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY (Continued) The Federal Reserve Board has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items and also define and set minimum capital requirements (risk-based capital ratios). Bank holding companies must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 8%, 4% and 3%, respectively. At September 30, 1997, InterCounty had a total risk-based capital ratio of 14.26%, a Tier 1 risk- based capital ratio of 13.35%, and a Tier 1 leverage ratio of 9.56%. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not yet required. -12- PART II. OTHER INFORMATION INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities and Use of Proceeds - Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit No. Description 11 Computation of Consolidated Earnings Per Common Share For the Three and Nine Months Ended September 30, 1997 and 1996 27 Financial Data Schedule for the Nine Months Ended September 30, 1997. 99 Safe Harbor Under the Private Securities Litigation Reform Act of 1995. b. The Company was not required to file Form 8-K during the quarter ended September 30, 1997. -13- PART II. OTHER INFORMATION INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK & TRUST COMPANY 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. INTERCOUNTY BANCSHARES, INC. Registrant Date: November 14, 1997 Charles L. Dehner Charles L. Dehner Treasurer, Executive Vice President and Principal Accounting Officer -14-