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 March 31, 1998 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 May 1, 1998, was 1,553,933 shares. INTERCOUNTY BANCSHARES, INC. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1998, December 31, 1997 and March 31, 1997. . . . . . . . . . . . . . . . . . .1 Consolidated Statements of Income - Three Months Ended March 31, 1998 and 1997. . . . . . .2 Consolidated Statements of Changes in Shareholders' Equity - Three Months Ended March 31, 1997 and 1998.. . . . . .3-4 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997 . . . . . .5 Notes to Consolidated Financial Statements . . . . . . 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. .. . . .8-12 Item 3. Quantitative and Qualitative Disclosures about Market Risks. . . . . . . . . . . . . . . . . . .13 Part II. Other Information Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .14 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .14 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .14 Item 4. Submission of Matters to a Vote of Security Holders . . .14 Item 5. Other Information . . . . . . . . . . . . . . . . . . . .14 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . .14 Part I - Financial Information Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY CONSOLIDATED BALANCE SHEETS At March 31, 1998, December 31, 1997 and March 31, 1997 (thousands) March 31, December 31, March 31, 1998 1997 1997 (unaudited) (a) (unaudited) ASSETS: Cash and due from banks $ 15,331 17,787 13,781 Federal funds sold 14,717 4,176 2,962 Other short-term investments 12 1,538 - ------- ------- ------- Total cash and cash equivalents 30,060 23,501 16,743 Interest-bearing deposits in banks - - 124 Securities available for sale, at market value 101,403 111,975 88,110 Securities held to maturity (market value-$18,643, $11,624, and $7,458) 18,248 11,164 7,018 ------- ------- ------- Total securities 119,651 123,139 95,128 Loans 275,979 277,711 270,118 Less-allowance for loan losses 2,820 2,761 2,650 ------- ------- ------- Net loans 273,159 274,950 267,468 Premises and equipment 10,446 10,503 9,160 Earned income receivable 3,359 3,691 3,223 Other assets 832 660 2,315 ------- ------- ------- TOTAL ASSETS $437,507 436,444 394,161 ======= ======= ======= LIABILITIES: Demand deposits $ 38,224 38,662 34,589 Savings, NOW, and money market deposits 121,146 117,552 115,013 Certificates $100,000 and over 28,140 26,899 22,363 Other time deposits 143,249 146,219 143,672 ------- ------- ------- Total deposits 330,759 329,332 315,637 Short-term borrowings 61,148 62,734 37,503 Long-term debt 693 716 892 Other liabilities 3,074 2,756 2,953 ------- ------- ------- TOTAL LIABILITIES 395,674 395,538 356,985 ------- ------- ------- 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 7,594 7,462 7,380 Unearned ESOP shares, at cost (620) (620) (731) Retained earnings 36,464 35,674 32,723 Accumulated other comprehensive income 455 515 (110) Treasury shares, at cost, 355,542 shares at March 31, 1998; 363,137 at December 31, 1997; 362,237 shares at March 31, 1997 (3,060) (3,125) (3,086) ------- ------- ------- TOTAL SHAREHOLDERS' EQUITY 41,833 40,906 37,176 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $437,507 436,444 394,161 ======= ======= ======= <FN> (a) Financial information as of December 31, 1997, 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 AND TRUST COMPANY CONSOLIDATED STATEMENTS OF INCOME (thousands) (unaudited) Three Months Ended March 31 ---------------------- 1998 1997 INTEREST INCOME: Interest and fees on loans $ 6,003 5,822 Interest on securities available for sale - taxable 1,745 1,456 Interest on securities held to maturity - non-taxable 197 152 Interest on deposits in banks 7 2 Interest on federal funds sold 202 12 ----- ----- TOTAL INTEREST INCOME 8,154 7,444 ----- ----- INTEREST EXPENSE: Interest on savings, NOW and money market deposits 829 793 Interest on time certificates $100,000 and over 376 252 Interest on other deposits 2,050 2,030 Interest on short-term borrowings 840 456 Interest on long-term debt 15 19 ----- ----- TOTAL INTEREST EXPENSE 4,110 3,550 ----- ----- NET INTEREST INCOME 4,044 3,894 PROVISION FOR LOAN LOSSES 225 200 ----- ----- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,819 3,694 ----- ----- NON-INTEREST INCOME: Trust services 238 198 Service charges on deposits 321 286 Other service charges and fees 77 71 Other 252 161 ----- ----- TOTAL NON-INTEREST INCOME 888 716 ----- ----- NON-INTEREST EXPENSES: Salaries 1,295 1,164 Employee benefits 238 231 Equipment 292 273 Occupancy 178 171 State franchise tax 156 141 Marketing 69 69 Other 797 698 ----- ----- TOTAL NON-INTEREST EXPENSE 3,025 2,747 ----- ----- INCOME BEFORE INCOME TAX 1,682 1,663 INCOME TAX 509 517 ----- ----- NET INCOME $ 1,173 1,146 ===== ===== Basic earnings per common share $ 0.76 0.75 Diluted earnings per common share $ 0.74 0.73 AVERAGE SHARES OUTSTANDING: To compute basic earnings per common share 1,537,487 1,528,163 To compute diluted earnings per common share 1,579,870 1,571,427 -2- Part I - Financial Information (Continued) Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (thousands) (unaudited) Retained Unearned Earnings Accumulated ESOP Less Cost Other Total Common Shares of Treasury Comprehensive Comprehensive Shareholders' Shares Surplus at Cost Shares Income Income Equity Balance January 1, 1997 $1,000 7,246 (732) 28,810 424 36,748 Comprehensive Income: Net income 1,146 1,146 1,146 Net unrealized loss on available- for-sale securities, net of tax (534) (534) (534) --- Total comprehensive income 612 ===== Dividends declared ($.19 per share) (292) (292) Treasury shares purchased (128) (128) Stock options exercised 129 101 230 ESOP shares earned 5 1 6 ----- ----- --- ------ --- ------ Balance March 31, 1997 $1,000 7,380 (731) 29,637 (110) 37,176 ===== ===== === ====== === ====== -3- Part I - Financial Information (Continued) Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued) (thousands) (unaudited) Retained Unearned Earnings Accumulated ESOP Less Cost Other Total Common Shares of Treasury Comprehensive Comprehensive Shareholders' Shares Surplus at Cost Shares Income Income Equity Balance January 1, 1998 $1,000 7,462 (620) 32,549 515 40,906 Comprehensive Income: Net income 1,173 1,173 1,173 Net unrealized loss on available- for-sale securities, net of tax (60) (60) (60) ----- Total comprehensive income 1,113 ===== Dividends declared ($.25 per share) (383) (383) Stock options exercised 121 65 186 ESOP shares earned 11 11 ----- ----- ---- ------ --- ------ Balance March 31, 1998 $1,000 7,594 (620) 33,404 455 41,833 ===== ===== ==== ====== === ====== -4- Part I - Financial Information (Continued) Item 1. Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) (unaudited) Three Months Ended March 31 --------------------- 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,173 1,146 Adjustments for non-cash items - Depreciation and amortization 294 231 Provision for loan losses 225 200 Net discount amortization (accretion)of securities held for sale 13 (37) Net discount accretion of securities held to maturity (36) (30) Decrease in income receivable 332 85 Increase in other assets (450) (975) Decrease in interest payable (870) (103) Increase in income taxes payable 762 426 Increase (Decrease)in other accrued expenses 649 (207) FHLB stock dividends (72) (54) ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 2,020 682 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease in interest-bearing deposits in banks - 2 Proceeds from maturities of securities available for sale 26,560 4,401 Purchases of securities available for sale (16,019) (11,861) Proceeds from maturities of securities held to maturity 1,840 525 Purchases of securities held to maturity (8,888) - Net (increase) decrease in loans 1,596 (1,072) Purchases of premises and equipment (186) (722) ------ ------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 4,903 (8,727) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 1,427 6,510 Repayment of capital lease obligation (23) (22) Net increase (decrease) in short-term borrowings (1,586) 6,390 Cash dividends paid (291) (213) Proceeds from stock options exercised 109 230 Purchase of treasury shares - (128) ------ ------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (364) 12,767 ------ ------ NET CHANGE IN CASH AND CASH EQUIVALENTS 6,559 4,722 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,501 12,021 ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 30,060 16,743 ====== ====== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 4,980 3,653 Income taxes paid (refunded) (160) 93 The accompanying notes to financial statements are an integral part of these statements. -5- PART I. FINANCIAL INFORMATION (Continued) Item 1. Notes to Consolidated Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND 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 month period ended March 31, 1998, are not necessarily indicative of the results to be expected for the full year to end December 31, 1998. 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, 1997 filed with the Commission. RECENTLY ISSUED ACCOUNTING STANDARDS Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," effective January 1, 1996, encouraged, but did 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." The nature of the Company's agreements with optionees prior to 1997 was such that the accounting treatment was the same under both pronouncements. Prior to 1997, compensation cost was recorded because the Company had a contingent obligation to repurchase the shares. During 1997, all outstanding option agreements were revised, eliminating the Company's contingent obligation. Because recording compensation cost is no longer appropriate under APB No. 25, beginning in 1997 the Company is disclosing the proforma information required by SFAS No. 123. SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" provides accounting and reporting standards to distinguish transfers of financial assets that are sales from transfers that are secured borrowings. Adoption of SFAS No. 125 had no effect on the 1998 and 1997 consolidated financial statements. Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." The new rules establish standards for reporting of comprehensive income and its components in financial statements. Comprehensive income consists of net income and other gains and losses affecting shareholders' equity that, under generally accepted accounting principles, are excluded from net income. For the Company, such items consist solely of unrealized gains and losses on investment securities available for sale. The adoption of SFAS No. 130 did not affect the consolidated statement -6- PART I. FINANCIAL INFORMATION (Continued) Item 1. Notes to Consolidated Financial Statements INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY of income, but did affect the presentation of the Company's consolidated statement of changes in shareholders' equity and consolidated balance sheet. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" requires financial and descriptive information about operating segments of a business. The consolidated statement also requires companies to report revenues for each major product and service. It is effective for fiscal years beginning after December 15, 1997. SFAS No. 131 will result in additional financial statement disclosures, with no effect on the Company's reported consolidated financial position or net income. SFAS No. 131 is not required for interim financial reporting purposes during 1998. The Company is in the process of assessing the additional disclosures, if any, required by SFAS No. 131. SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits", effective for fiscal years beginning after December 15, 1997, revises current disclosure requirements. It does not change the measurement or recognition of the obligation or costs associated with employer provided postretirement benefits. The effects of this statement are limited to defined benefit plans. The Company terminated its only defined benefit plan in 1997 and, accordingly, this statement will not change the nature of its postretirement benefit disclosures. 		 EMPLOYEE STOCK OPTIONS The Company applies APB No. 25 in accounting for its stock option plans. Had compensation expense for the Company's stock options granted after 1996 been recognized under the methodology prescribed in SFAS No. 123, the Company's net income and earnings per share would have been impacted as follows: (in thousands, except per share data) Three Months Ended March 31 1998 1997 ------------------ Reported net income $1,173 1,146 Proforma net income 1,169 1,142 Reported earnings per share- assuming dilution 0.74 0.73 Proforma earnings per share- assuming dilution 0.74 0.73 -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 AND 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 losses, 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 first quarter of 1998 was $1,173,000, an increase of 2.4% from the $1,146,000 earned in the first quarter of 1997. The primary reasons for the increase in earnings were a 3.8% increase in net interest income and a 24.2% increase in non-interest income. This quarter also showed a 12.5% increase in provision for loan losses and a 10.1% increase in non-interest expense. Net income per share increased 1.3% to $.76 from $.75 for the first quarter of 1997. Net interest income was $4.0 million, 3.8% above the first quarter of 1997. Average interest-earning assets increased $46.0 million (12.7%) to $406.9 million. The volume increase consisted primarily of $6.3 million in loans, $25.3 million in securities, and an increase of $14.0 million in federal funds sold. The average yield on interest-earning assets decreased from 8.34% to 8.11%. Average interest-bearing liabilities increased 13.2% to $352.6 million and their cost increased to 4.73% from 4.62% in the first quarter of 1997. Most of the volume growth in interest-bearing liabilities was in additional borrowing from the Federal Home Loan Bank (FHLB) to fund U.S. Agency mortgage- backed securities purchases. Also, more aggressive bidding on certificates over $100,000 resulted in an increase of $8.2 million in the average balance. As a result, net interest margin decreased from 4.35% in the first quarter of 1997 to 4.01% in 1998. The provision for loan losses was increased to $225,000 for the first quarter of 1998, compared to $200,000 for the same period in 1997. Net charge offs for the first quarter of 1998 were .06% of average loans, compared to .09% for the prior year. Installment loans are generally charged off if four payments have been missed. 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 March 31, 1998, 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. -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 AND 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): 		 March 31 December 31 March 31 1998 1997 1997 -------- ----------- -------- Loans accounted for on non-accrual basis $ 532 509 689 Accruing loans which are past due 90 days or more 241 241 100 Renegotiated loans - - - --- --- --- Total $ 773 750 789 === === === 		 		 There has been no significant change in non-accrual loans from December 31, 1997. Most of these loans are collateralized with first mortgages, one with a second mortgage, and three with both equipment and second mortgages as collateral. All but four are expected to be resolved this year, and those four are expected to be loan-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 $60,000. Management has also identified a $495,000 loan collateralized by receivables not included in the non-performing totals above that is in jeopardy of default. This loan is in the process of being worked out, and there is a 50% chance that it will be collected in full. 		 -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 AND TRUST COMPANY 		 		 At March 31, 1998, the Bank's allowance for loan losses totaled $2.82 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	 March 31 -------- 		 1998 1997 ---- ---- Balance, beginning of period $2,761 2,686	 Charge-offs: Commercial 59 46 Residential real estate - -	 Installment 152 166	 Credit Card - 61	 Other 3 - ----- -----	 Total 214 273 		 ----- -----	 Recoveries: Commercial 1 -	 Residential real estate 1 -	 Installment 42 34	 Credit Card 4 3	 Other - - ----- -----	 Total 48 37 ----- -----	 Net Charge-offs (166) (236)	 Provision for loan losses 225 200 ----- -----	 Balance, end of period $2,820 2,650 ===== ===== 	 Non-interest income was $888,000 for the first quarter of 1998, an increase of 24.2% from the $715,000 earned in the first quarter of 1997. Most categories in this section have shown increases. Trust income increased 20.4% and deposit service charges were up 12.5%. Loan related insurance and processing fees were up $130,000 (259%) due primarily to an increase of $74,000 in the annual experience-related rebate on credit life insurance sales. 		 Non-interest expense increased 10.1% for the quarter over the same period in 1997. Salaries and benefits increased 9.9% for the quarter due mostly to an increase of 12 full-time equivalent employees. The increase was the result of opening a new branch office in Hillsboro and additional support staff in various areas of the Bank. Equipment expense increased 6.7% from last year and occupancy expense increased 4.1% for the quarter. State franchise tax has increased 10.6% due to the increase in Bank capital on which it is based. Other expense has increased 13.6% from the first quarter of last year. -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 AND TRUST COMPANY (Continued) Performance ratios for the first quarter of 1998 included a return on assets of 1.10%, and a return on equity of 11.53%, compared to 1.21% and 12.53%, respectively for the first quarter of 1997. FINANCIAL CONDITION The changes that have occurred in InterCounty's financial condition during 1998 are as follows (in thousands): March 31 December 31 1998 1997 Amount Percent -------- ---------- ------ ------- Total Assets $437,507 436,444 1,063 - Loans 275,979 277,711 (1,732) (1) Securities 119,651 123,139 (3,488) (3) Savings, Now, MMDA deposits 121,146	 117,552 3,594 3 CD's $100,000 and over 28,140 26,899 1,241 5 Other time deposits 143,249 146,219	 (2,970) (2) Short-term borrowings 61,148 62,734 (1,586) (3) The loan portfolio showed little change since year end in both balance and structure. The securities portfolio has decreased slightly because of calls of U.S. Agency callable bonds. Deposit growth has occurred in interest- bearing transaction accounts and large certificates of deposit. Book value per share was $26.92 compared to $26.45 at December 31, 1997. Equity to assets was 9.56% compared to 9.37% at the end of last year. Total assets grew 11.0% from the first quarter of 1997, to a total of $437.5 million. Over the same period, total loans increased to $276.0 million, an increase of 2.2%. Commercial loan average grew $6.6 million (6.6%), and continues to provide the majority of increase in the portfolio. The securities portfolio average has grown $25.3 million (27.7%) from the first quarter of last year through purchases funded with borrowings from the FHLB. Total deposits increased 4.8% to $330.8 million. Average non-interest bearing deposits increased 9.6% from the first quarter of last year. Average interest-bearing liabilities grew $41.1 million (13.2%), of which $25.7 million was increased FHLB borrowing. Average interest-bearing transaction accounts increased $3.9 million (3.4%), and average retail certificates increased $1.9 million (1.4%). Total equity increased 12.5% since March 31, 1997, to $41.8 million at March 31, 1998. 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 withdrawal. InterCounty manages liquidity on both the asset and liability side of the balance sheet. The loan to total funds ratio at March 31, 1998 was 70%, compared to 76% for the same date in 1997. Management strives to keep this ratio below 80%. The securities portfolio is primarily "available for sale" securities that are readily marketable. Approximately 50% of the -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 AND TRUST COMPANY (Continued) 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 93% core deposits, makes the Bank less susceptible to large fluctuations in funding needs. 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 March 31, 1998, InterCounty had a total risk-based capital ratio of 15.05%, a Tier 1 risk- based capital ratio of 14.08%, and a Tier 1 leverage ratio of 9.44%. -12- PART I. FINANCIAL INFORMATION (Continued) Item 3. Quantitative and Qualitative Disclosures about Market Risks INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY (Continued) Since December 31, 1997, there have been no material changes in the Company's market risks, which for the Company is primarily interest rate risk. -13- PART II. OTHER INFORMATION INTERCOUNTY BANCSHARES, INC. and THE NATIONAL BANK AND TRUST COMPANY Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities - 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 Months Ended March 31, 1998 and 1997 27.1 Financial Data Schedule for the Three Months Ended March 31, 1998. 27.2 Restated Financial Data Schedule for the Three Months Ended March 31, 1997. 27.3 Restated Financial Data Schedule for the Six Months Ended June 30, 1997. 27.4 Restated Financial Data Schedule for the Nine Months Ended September 30, 1997. 27.5 Restated Financial Data Schedule for the Year Ended December 31, 1996. 27.6 Restated Financial Data Schedule for the Three Months Ended March 31, 1996. 27.7 Restated Financial Data Schedule for the Six Months Ended June 30, 1996. 27.8 Restated Financial Data Schedule for the Nine Months Ended September 30, 1996. 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 March 31, 1998. -14- 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: May 14, 1998 /s/Charles L. Dehner -------------------- Charles L. Dehner Treasurer, Executive Vice President and Principal Accounting Officer -15-