-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVkRqlQGtMQ4Q0e3JQcmi7k8FVBYZRAn32WmzSeCo1n22hxLKO4C7+dXRZ6Fqmel PWGezBkWUH9aNrEFgaCwjA== 0000741516-98-000009.txt : 19980514 0000741516-98-000009.hdr.sgml : 19980514 ACCESSION NUMBER: 0000741516-98-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN NATIONAL BANKSHARES INC CENTRAL INDEX KEY: 0000741516 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541284688 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12820 FILM NUMBER: 98618762 BUSINESS ADDRESS: STREET 1: 628 MAIN ST STREET 2: PO BOX 191 CITY: DANVILLE STATE: VA ZIP: 24543 BUSINESS PHONE: 8047925111 MAIL ADDRESS: STREET 1: 628 MAIN STREET CITY: DANVILLE STATE: VA ZIP: 24541 10-Q 1 10-Q FOR MARCH 31, 1998 This is a conforming paper copy pursuant to Rule # 901(d) of Regulation S-T. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 0-12820 AMERICAN NATIONAL BANKSHARES INC. (Exact name of registrant as specified in its charter) VIRGINIA 54-1284688 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 628 Main Street Danville, Virginia 24541 (Address of principal executive offices) (Zip Code) (804) 792-5111 (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 as of May 8, 1998 was 3,051,733. AMERICAN NATIONAL BANKSHARES INC. INDEX Part I. Financial Information Page No. Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997...................................................3 Consolidated Statements of Income for the three months ended March 31, 1998 and 1997...........................................4 Consolidated Statements of Cash Flows for the three months ended March 31, 1998 and 1997...........................................5 Notes to Consolidated Financial Statements..............................6-8 Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations.....................................9-13 Part II. Other Information.................................................14 SIGNATURES ..................................................................14 EXHIBITS - Financial Data Schedule...........................................15 Consolidated Balance Sheets American National Bankshares Inc. and Subsidiary (In Thousands) (Unaudited) - --------------------------------------------------------------------------------------------------------
March 31 December 31 1998 1997 --------- ----------- ASSETS Cash and due from banks........................................................$ 13,979 $ 13,386 Interest-bearing deposits in other banks....................................... 20 366 Investment securities: Securities available for sale (at market value).............................. 86,311 82,466 Securities held to maturity (market value of $62,227 at March 31, 1998 and $61,367 at December 31, 1997)........................... 61,311 60,611 --------- --------- Total investment securities............................................ 147,622 143,077 --------- --------- Loans ......................................................................... 258,779 254,793 Less-- Unearned income............................................................ (293) (343) Reserve for loan losses.................................................... (3,465) (3,277) --------- --------- Net loans.............................................................. 255,021 251,173 --------- --------- Bank premises and equipment, at cost, less accumulated depreciation of $6,598 in 1998 and $6,350 in 1997............................ 6,400 6,514 Accrued interest receivable and other assets................................... 9,191 9,124 --------- --------- Total assets...........................................................$432,233 $423,640 ========= ========= LIABILITIES and SHAREHOLDERS' EQUITY Liabilities: Demand deposits -- non-interest bearing......................................$ 40,576 $ 41,755 Demand deposits -- interest bearing.......................................... 51,890 52,029 Money market deposits........................................................ 18,029 17,151 Savings deposits............................................................. 67,526 69,551 Time deposits................................................................ 175,882 171,117 --------- --------- Total deposits......................................................... 353,903 351,603 --------- --------- Federal funds purchased...................................................... - 1,500 Repurchase agreements........................................................ 24,244 18,039 Accrued interest payable and other liabilities............................... 3,034 2,495 --------- --------- Total liabilities...................................................... 381,181 373,637 --------- --------- Shareholders' equity: Preferred stock, $5 par, 200,000 shares authorized, none outstanding........................................................... - - Common stock, $1 par, 10,000,000 shares authorized, 3,051,733 shares outstanding at March 31, 1998 and December 31, 1997.......................................................... 3,052 3,052 Capital in excess of par value............................................... 9,892 9,892 Retained earnings............................................................ 37,458 36,438 Accumulated other comprehensive income - net unrealized gains on securities available for sale...................... 650 621 --------- --------- Total shareholders' equity............................................. 51,052 50,003 --------- --------- Total liabilities and shareholders' equity.............................$432,233 $423,640 ========= ========= The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
Consolidated Statements of Income American National Bankshares Inc. and Subsidiary (In Thousands) (Unaudited) - -----------------------------------------------------------------------------------------------------
Three Months Ended March 31 --------------------- 1998 1997 -------- -------- Interest Income: Interest and fees on loans....................................................$ 5,743 $ 5,352 Interest on federal funds sold and other...................................... 43 24 Income on investment securities: U S Government.............................................................. 750 1,256 Federal agencies............................................................ 1,022 850 State and municipal......................................................... 288 292 Other investments........................................................... 125 102 ------- ------- Total interest income..................................................... 7,971 7,876 ------- ------- Interest Expense: Interest on deposits: Demand...................................................................... 323 339 Money market................................................................ 127 146 Savings..................................................................... 499 528 Time........................................................................ 2,314 2,462 Interest on short-term borrowed funds......................................... 269 202 ------- ------- Total interest expense.................................................... 3,532 3,677 ------- ------- Net Interest Income............................................................. 4,439 4,199 Provision for Loan Losses....................................................... 252 243 ------- ------- Net Interest Income After Provision For Loan Losses............................................................... 4,187 3,956 ------- ------- Non-Interest Income: Trust and investment services................................................. 519 427 Service charges on deposit accounts........................................... 187 185 Non-deposit fees and insurance commissions................................... 58 27 Mortgage income............................................................... 104 26 Other income.................................................................. 28 73 ------- ------- Total non-interest income................................................. 896 738 ------- ------- Non-Interest Expense: Salaries...................................................................... 1,206 1,178 Pension and other employee benefits........................................... 287 271 Occupancy and equipment....................................................... 437 347 Postage and printing.......................................................... 133 112 Core deposit intangible amortization ......................................... 112 113 Other......................................................................... 498 494 ------- ------- Total non-interest expense................................................ 2,673 2,515 ------- ------- Income Before Income Tax Provision.............................................. 2,410 2,179 Income Tax Provision............................................................ 749 642 ------- ------- Net Income......................................................................$ 1,661 $ 1,537 ======= ======= - ----------------------------------------------------------------------------------------------------- Net Income Per Common Share Basic...........................................................................$ .54 $ .47 Diluted.........................................................................$ .54 $ .47 - ----------------------------------------------------------------------------------------------------- Average Common Shares Outstanding Basic.........................................................................3,051,733 3,279,798 Diluted.......................................................................3,053,073 3,279,798 - ----------------------------------------------------------------------------------------------------- The accompanying notes to consolidated financial statements are an integral part of these statements.
Consolidated Statements of Cash Flows American National Bankshares Inc. and Subsidiary (In Thousands) (Unaudited) - --------------------------------------------------------------------------------------------------------
Three Months Ended ------------------------ March 31 1998 1997 ---------- ---------- Cash Flows from Operating Activities: Net income....................................................................$ 1,661 $ 1,537 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses................................................. 252 243 Depreciation.............................................................. 248 163 Core deposit intangible amortization...................................... 112 113 Amortization (accretion) of premiums and discounts on investment securities................................................ (26) (12) Gain on sale of securities................................................ - (23) Deferred income taxes benefit............................................. (49) (59) (Increase) decrease in interest receivable................................ (159) 128 Decrease in other assets.................................................. 13 172 Decrease in interest payable.............................................. (64) (123) Increase in other liabilities............................................. 603 1,053 --------- --------- Net cash provided by operating activities................................. 2,591 3,192 --------- --------- Cash Flows from Investing Activities: Proceeds from maturities, calls, and sales of securities ..................... 8,198 19,899 Purchases of securities available for sale.................................... (8,994) - Purchases of securities held to maturity...................................... (3,678) - Net increase in loans......................................................... (4,100) (10,488) Purchases of property and equipment........................................... (134) (235) --------- --------- Net cash (used in) provided by investing activities.......................... (8,708) 9,176 --------- --------- Cash Flows from Financing Activities: Net decrease in demand, money market, and savings deposits........................................................ (2,465) (418) Net increase (decrease) in time deposits...................................... 4,765 (2,299) Net increase (decrease) in federal funds purchased and repurchase agreements................................................... 4,705 (7,957) Cash dividends paid........................................................... (641) (590) --------- --------- Net cash provided by (used in) financing activities........................... 6,364 (11,264) --------- --------- Net (Decrease) Increase in Cash and Cash Equivalents............................ 247 1,104 Cash and Cash Equivalents at Beginning of Period................................ 13,752 14,822 --------- --------- Cash and Cash Equivalents at End of Period......................................$ 13,999 $ 15,926 ========= ========= Supplemental Schedule of Cash and Cash Equivalents: Cash: Cash and due from banks.....................................................$ 13,979 $ 10,471 Interest-bearing deposits in other banks.................................... 20 105 Federal funds sold.......................................................... - 5,350 --------- --------- $ 13,999 $ 15,926 ========= ========= Supplemental Disclosure of Cash Flow Information: Interest paid.................................................................$ 3,596 $ 3,800 Income taxes paid.............................................................$ - $ -
AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly American National Bankshares' financial position as of March 31, 1998, the results of its operations and its cash flows for the three months then ended. Operating results for the three month period ended March 31, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. A summary of the Corporation's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in the Corporation's Annual Report to Shareholders for 1997. 2. Investment Securities The Bank classifies investment securities in one of three categories: held to maturity, available for sale and trading. Debt securities acquired with both the intent and ability to be held to maturity are classified as held to maturity and reported at amortized cost. Securities which may be used to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital and investment requirements, or unforeseen changes in market conditions, including interest rates, market values or inflation rates, are classified as available for sale. Securities available for sale are reported at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders' equity, net of tax. Gains or losses realized from the sale of securities available for sale are determined by specific identification and are included in non-interest income. Trading account securities, of which none were held on March 31, 1998 and December 31, 1997, are reported at fair value. Market adjustments, fees, gains or losses and income earned on trading account securities are included in non-interest income. Gains or losses realized from the sale of trading securities are determined by specific identification and are included in non-interest income. The Bank's investment policy currently prohibits trading account securities. Management determines the appropriate classification of securities at the time of purchase. Securities classified as held for investment are those securities that management intends to hold to maturity, subject to continued credit-worthiness of the issuer, and that the Bank has the ability to hold on a long-term basis. Accordingly, these securities are stated at cost, adjusted for amortization of premium and accretion of discount on the level yield method. Securities designated as available for sale have been adjusted to their respective market values and a corresponding adjustment made to shareholders' investment at March 31, 1998 and December 31, 1997. 3. Commitments and Contingencies The Bank has an established credit availability in the amount of $29,000,000 with the Federal Home Loan Bank of Atlanta. As of March 31, 1998 and December 31, 1997, there were no borrowings outstanding under this availability. Commitments to extend credit, which amount to $70,242,000 at March 31, 1998 and $64,774,000 at December 31, 1997, represent legally binding agreements to lend to a customer with fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future liquidity requirements. Standby letters of credit are conditional commitments issued by the Bank guaranteeing the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. At March 31, 1998 and December 31, 1997 the Bank had $1,323,000 and $1,500,000, respectively, in outstanding standby letters of credit. 4. Merger and Acquisitions On March 14, 1996, the Corporation completed the acquisition of Mutual Savings Bank, F.S.B. (Mutual) upon the approval of the shareholders of each company. The Corporation exchanged 879,805 common shares, at an exchange ratio of .705 of a share of the Corporation's common stock, for Mutual's 1,248,100 common shares. The transaction was accounted for as a pooling of interests. The financial position and results of operations of the Corporation and Mutual were combined and the fiscal year of Mutual was conformed to the Corporation's fiscal year. In October 1996, the Corporation acquired the branch office of FirstSouth Bank located in Yanceyville, North Carolina. In addition to the branch facilities and an ATM located in Yanceyville, the Corporation acquired $4,775,000 in loans and assumed deposits of $21,405,000. This transaction was accounted for as a purchase. In conjunction with the Yanceyville purchase, the Corporation recorded a core deposit intangible of $1,516,000, approximately 7% of the deposits assumed. 5. New Accounting Pronouncements The Corporation adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"("SFAS No. 130"), during the first quarter of 1998. This statement establishes standards for reporting a measure of all changes in equity of an enterprise that result from transactions and economic events of the period other than transactions with owners ("economic income"). SFAS No. 130 requires an enterprise to report comprehensive income in the notes to the financial statements on an interim basis. The following is a detail of comprehensive income for the quarter ended March 31, 1998: Net Income $1,660,568 Unrealized holding gains arising during period (net of tax expense of $15,182) 29,472 ---------- Total comprehensive income $1,690,040 ========== The Financial Accounting Standards Board ("FASB") also issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information", in June 1997, which establishes new standards for reporting information about operating segments in annual and interim financial statements. This statement also requires descriptive information about the way operating segments are determined, the products and services provided by the segments and the nature of differences between reportable segment measurements and those used for the consolidated entity. This Statement is effective for years beginning after December 15, 1997. Adoption in interim financial statements is not required until the year following initial adoption. Once adopted, however, comparative prior period information is required. The Corporation is evaluating the Statement and plans to adopt as required in 1998. Adoption is not expected to have a material impact on the Corporation. In February, 1998, FASB issued Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pension and Other Postretirement Benefits"("SFAS No. 132"), an amendment of FASB Statements No. 87, 88, and 106. This Statement revises employers' disclosures about pension and other postretirement benefit plans. It does not change the measurement or recognition of those plans. It standardizes the disclosure requirements for pensions and other postretirement benefits to the extent practicable, requires additional information on changes in the benefit obligations and fair values of plan assets that will facilitate financial analysis, and eliminates certain disclosures previously required. FASB No. 132 is effective for fiscal years beginning after December 15, 1997. The Corporation plans to adopt SFAS No. 132, as required, in 1998. Adoption is not expected to have a material impact on the Corporation. AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EARNINGS and CAPITAL The Corporation's net income for the first quarter of 1998 was $1,661,000, an increase of 8.1% over the $1,537,0000 earned during the first quarter of 1997. On a basic and diluted per share basis, net income totaled $.54 for the quarter, up 14.9% from $.47 in 1997. On an annualized basis, return on average total assets was 1.56% for the first quarter of 1998 compared to 1.43% for the first quarter of 1997. Return on average common shareholders' equity increased 12.6% to 13.18% in the first quarter of 1998 from 11.7% for the first quarter of 1997. The Corporation decreased shareholders' equity during the second quarter of 1997 with the repurchase of 228,065 shares of common stock for $6,278,000. The 7% reduction in outstanding shares of common stock during second quarter 1997 enhanced net income per share and return on equity for the first quarter of 1998 compared to the first quarter of 1997. The Corporation's growth in earnings resulted from three principal factors. First, net interest income improved $240,000, or 5.7% from a higher net interest spread in first quarter 1998 compared to first quarter 1997 (see discussion on NET INTEREST INCOME). Second, the 21.4% growth in noninterest income in the 1998 quarter over 1997 demonstrates the continued success of the Corporation's expanded trust and investment services and the increase in fees from originating and selling fixed rate mortgage loans. Third, the Corporation has controlled noninterest expenses which have grown at a slower 6.3% pace in the first quarter of 1998 over the first quarter of 1997 as compared to growth in combined net interest income and noninterest income of 8.1%. TRENDS and FUTURE EVENTS During the first quarter of 1998, net loans increased $3,848,000 or 1.5%. The increase is the result of moderate loan demand and indicates the continuance of a healthy local economy. The increase in loans was funded by higher deposits and increased repurchase agreements. Total investment securities increased during the first quarter of 1998 by $4,545,000 or 3.2%. Total deposits increased $2,300,000 or .7% during the first quarter of 1998 and repurchase agreements increased $6,205,000 or 34.4% during the same period. Historically, deposits have been flat or down in the first quarter of the year. The increase in repurchase agreements reflects the trend by commercial accounts to earn higher rates on cash balances. During the first quarter of 1998, the Corporation declared a quarterly cash dividend of $.21 per share. This dividend was paid on March 27, 1998 to shareholders of record on March 13, 1998. On March 26, 1997 the Federal Reserve Board increased short term interest rates by 1/4% and the major money center banks followed by raising the prime rate by 1/4%. U.S. Treasury yields have declined almost 1% since March 1997 in response to the Asian financial crisis and due to low inflation. At the annual meeting of shareholders, held April 22, 1997, the shareholders approved a Stock Option Plan permitting the Corporation to issue up to a total of 150,000 shares of common stock, upon the exercise of options granted under the plan, prior to December 31, 2006. The Plan is administered by the Stock Option Committee of the Board of Directors which consists only of the Company's independent non-employee Directors. YEAR 2000 ISSUE The Corporation is aware of the issues associated with the programming code in existing computer systems as the millennium ("year 2000") approaches. The year 2000 problem is pervasive and complex as virtually every computer operation and many equipment systems will be affected in some way by the rollover of the two digit year value to 00. The issue is whether computer systems will properly recognize date sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The Corporation is utilizing both internal and external resources to identify, correct or reprogram, and test systems for year 2000 compliance. It is anticipated that all reprogramming and most testing will be completed by December 31,1998, allowing additional time for testing on reprogrammed systems. To date, confirmations have been received from the Corporation's primary processing vendors that plans are being developed to address processing of transaction in the year 2000. An educational process is planned to assist and assure that major customers are year 2000 compliant. Based on a preliminary study, the Corporation expects to spend approximately $125,000 in 1998 and 1999 to modify its computer information systems enabling proper processing of transactions relating to the year 2000 and beyond. The amount expensed in first quarter 1998 was immaterial. NET INTEREST INCOME Net interest income on a fully taxable equivalent ("FTE") basis was $4,564,000 for the first quarter of 1998 compared to $4,322,000 for the first quarter of 1997, an increase of 5.6%. The interest rate spread increased to 3.86% from 3.52% and the net yield on earning assets increased to 4.55% from 4.26% in the first quarter of 1998 compared to the first quarter of 1997, respectively. These increases were due to higher yields on loans and investments and lower yields on interest-bearing liabilities and because higher yielding loan balances rose while lower yielding investment balances declined. The percentage increase in the interest rate spread was higher than the percentage increase in net interest income and the net yield on earning assets because average interest earning assets declined $4,740,000 while interest-bearing liabilities only declined $1,658,000. Average shareholders' equity was down $2,169,000 in first quarter of 1998 compared to first quarter of 1997 due to the stock repurchase in second quarter 1997. The following is an analysis of net interest income, on a taxable equivalent basis. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans if recognized is recorded on a cash basis. (In thousands, except rates):
Interest Average Balance Income/Expense Yield/Rate ------------------------ ------------------------ ---------------- 1998 1997 1998 1997 1998 1997 ---------- ---------- ---------- ---------- ------ ------ Loans: Commercial $ 69,975 $ 62,848 $ 1,575 $ 1,434 9.00% 9.13% Mortgage 134,646 126,490 2,934 2,697 8.72 8.53 Consumer 51,720 51,656 1,243 1,231 9.61 9.53 -------- -------- -------- -------- Total loans 256,341 240,994 5,752 5,362 8.98 8.90 -------- -------- -------- -------- Investment securities: U. S. Government 49,542 83,665 750 1,256 6.06 6.00 Federal agencies 63,210 52,343 1,022 850 6.47 6.50 State and municipal 21,914 21,784 404 405 7.37 7.44 Other investments 7,457 5,900 125 102 6.71 6.92 -------- -------- -------- -------- Total investment securities 142,123 163,692 2,301 2,613 6.48 6.39 -------- -------- -------- -------- Federal funds sold and other 2,974 1,492 43 24 5.78 6.43 -------- -------- -------- -------- Total interest-earning assets 401,438 406,178 8,096 7,999 8.07 7.88 -------- -------- ------ ------ Other non-earning assets 24,650 24,255 -------- -------- Total assets $426,088 $430,433 ======== ======== Interest-bearing deposits: Demand $ 51,580 $ 47,620 323 339 2.50 2.85 Money market 17,724 20,219 127 146 2.87 2.89 Savings 68,062 70,380 499 528 2.93 3.00 Time 174,663 181,290 2,314 2,462 5.30 5.43 -------- -------- -------- -------- Total interest-bearing deposits 312,029 319,509 3,263 3,475 4.18 4.35 Federal funds purchased 182 1,538 2 21 4.40 5.46 Repurchase agreements 23,280 16,102 267 181 4.59 4.50 -------- -------- -------- -------- Total interest-bearing liabilities 335,491 337,149 3,532 3,677 4.21 4.36 -------- -------- ------ ------ Demand deposits 37,861 38,162 Other liabilities 2,336 2,553 Shareholders' equity 50,400 52,569 -------- -------- Total liabilities and shareholders' equity $426,088 $430,433 ======== ======== Interest rate spread 3.86% 3.52% ====== ====== Net interest income 4,564 4,322 ======== ======== Taxable equivalent adjustment 125 123 ======== ======== Net yield on earning assets 4.55% 4.26% ====== ======
ASSET QUALITY Nonperforming assets include loans on which interest is no longer accrued, loans classified as troubled debt restructurings and foreclosed properties. Nonperforming assets declined from $778,000 at December 31, 1997 to $492,000 at March 31, 1998. Foreclosed properties of $385,000 at March 31,1998 and December 31, 1997 include two commercial real estate properties. Loans in a nonaccrual status at March 31, 1998 were $107,000 compared with $393,000 at December 31, 1997. Loans on accrual status and past due 90 or more at March 31, 1998 were $205,000 compared with $181,000 at December 31, 1997. Total nonperforming loans and loans past due 90 days or more as a percentage of net loans were .1% at March 31, 1998 and .2% at December 31, 1997. Total nonperforming loans and loans past due 90 days or more, on an accrual status, are considered low by industry standards. Net charge-offs for the quarter as a percentage of average loans declined to .02% in 1998 from .04% in the 1997 quarter. These charge-off ratios are low by industry standards. During the first quarter of 1998 the gross amount of interest income that would have been recorded on nonaccrual loans and restructured loans at March 31, 1998, if all such loans had been accruing interest at the original contractual rate, was $3,000. No interest payments were recorded during the reporting period as interest income for all such nonperforming loans. PROVISION and RESERVE FOR LOAN LOSSES The provision for loan losses was $252,000 for the first quarter of 1998 and $243,000 for the first quarter of 1997. The reserve for loan losses totaled $3,465,000 at March 31, 1998 an increase of 5.7% over the $3,277,000 recorded at December 31, 1997. The ratio of reserves to loans, less unearned discount, was 1.34% at March 31, 1998 and 1.29% at December 31, 1997. In Management's opinion, the current reserve for loan losses is adequate. NON-INTEREST INCOME Non-interest income for the first quarter of 1998 was $896,000, an increase of 21.4% from the $738,000 reported in the first quarter of 1997. The major reasons for the 1998 first quarter growth in non-interest income were a 21.5% increase in trust and investment services to $519,000 due to growth in managed investment accounts and an increase in mortgage income of 300% to $104,000 due to increased origination and sale of fixed rate residential mortgage loans. Service charges on deposit fees were $187,000 for the first quarter of 1998, up 1.1% over the first quarter of 1997 while non-deposit fees and insurance commissions were up 114.8% to $58,000 due to increased non-customer ATM fees. NON-INTEREST EXPENSE Non-interest expense for the first quarter of 1998 was $2,673,000, a 6.3% increase from the $2,515,000 reported for the same period last year. Salaries increased 2.4% from the same period last year to $1,206,000 in 1998 while pension and other employee benefits increased 5.9% to $287,000. Occupancy and equipment expense increased 25.9% due to new equipment, primarily related to technology. Core deposit intangible amortization of $112,000 and $113,000 for first quarter 1998 and 1997, respectively, represents the amortization of the premium paid for deposits acquired at Gretna in August 1995 and Yanceyville in 1996. Other non-interest expense increased .8% to $498,000 in the first quarter of 1998. INCOME TAX PROVISION The income tax provision for the first quarter of 1998 was $749,000, an increase of $107,000 from the $642,000 reported a year earlier. The effective tax rate for the first quarter of 1998 was 31.1% compared to 29.5% for the first quarter of 1997. CAPITAL MANAGEMENT Federal regulatory risk-based capital ratio guidelines require percentages to be applied to various assets including off-balance-sheet assets in relation to their perceived risk. Tier I capital includes shareholders' equity and Tier II capital includes certain components of nonpermanent preferred stock and subordinated debt. The Corporation has no nonpermanent preferred stock or subordinated debt. Banks and bank holding companies must have a Tier I capital ratio of at least 4% and a total ratio, including Tier I and Tier II capital, of at least 8%. As of March 31, 1998 the Corporation had a ratio of 17.0% for Tier I and a ratio of 18.2% for total capital. At December 31, 1997 and 1996 these ratios were 17.1% and 18.4%, respectively. A cash dividend of $.21 per share was paid on 3,051,733 shares of common stock outstanding on March 27, 1998 to shareholders of record March 13, 1998. This dividend totaled $641,000. MARKET RISK MANAGEMENT The effective management of market risk is essential to achieving the Corporation's objectives. As a financial institution, interest rate risk and it's impact on net interest income is the primary market risk exposure. The Asset/Liability Investment Committee ("ALCO") is primarily responsible for establishing asset and liability strategies and for monitoring and controlling liquidity and interest rate risk. ALCO uses computer simulation analysis to measure the sensitivity of earnings and market value of equity to changes in interest rates. The projected changes in net interest income and market value of portfolio equity ("MVE") to changes in interest rates are calculated and monitored by ALCO as indicators of interest rate risk. The projected changes in net interest income and MVE to changes in interest rates at March 31,1998 were not materially different from December 31, 1997. The Corporation's net liquid assets to net liabilities ratio was 26.9% at March 31, 1998 and 27.2% at December 31, 1997. Both of these ratios are considered to reflect adequate liquidity for the respective periods. Management constantly monitors and plans the Corporation's liquidity position for future periods. Liquidity is provided from cash and due from banks, federal funds sold, interest-bearing deposits in other banks, repayments from loans, seasonal increases in deposits, lines of credit from two correspondent banks and two federal agency banks and a planned structured continuous maturity of investments. Management believes that these factors provide sufficient and timely liquidity for the foreseeable future. PART II OTHER INFORMATION Item: 1. Legal Proceedings None 2. Changes in securities None 3. Defaults upon senior securities None 4. Results of votes of security holders None 5. Other information None 6. Exhibits and Reports on Form 8-K (a) Exhibits - Financial Data Schedule EX-27 (b) Reports on Form 8-K - None 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. AMERICAN NATIONAL BANKSHARES INC. /s/ Charles H. Majors ------------------------------------- Charles H. Majors Date - May 11, 1998 President and Chief Executive Officer /s/ T. Allen Liles --------------------------------- T. Allen Liles Senior Vice-President and Secretary-Treasurer Date - May 11, 1998 (Chief Financial Officer) EX-27 2 FDS FOR MARCH 31, 1998
9 0000741516 American National Bankshares Inc. 1000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 13,979 20 0 0 86,311 61,311 62,227 258,779 3,465 432,233 353,903 0 27,278 0 0 0 3,052 48,000 432,233 5,743 2,185 43 7,971 3,263 3,532 4,439 252 0 2,673 2,410 2,410 0 0 1,661 .54 .54 4.55 107 205 0 0 3,277 103 39 3,465 2,416 0 1,049
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