-----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, VgyJnLpgVaTSynNKhBDBsOiwJpmKJioac3v2ec5gVmPOup9qz4aCm6J8M7MadBwt 1EjMlgLivcFxbEdMXC9ALQ== 0000891092-03-001596.txt : 20030721 0000891092-03-001596.hdr.sgml : 20030721 20030721142343 ACCESSION NUMBER: 0000891092-03-001596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030721 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030721 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12820 FILM NUMBER: 03794367 BUSINESS ADDRESS: STREET 1: 628 MAIN ST CITY: DANVILLE STATE: VA ZIP: 24541 BUSINESS PHONE: 4347925111 MAIL ADDRESS: STREET 1: 628 MAIN STREET STREET 2: P O BOX 191 CITY: DANVILLE STATE: VA ZIP: 24543 8-K 1 e15219_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 21, 2003 AMERICAN NATIONAL BANKSHARES INC. --------------------------------- (Exact name of registrant as specified in its charter) Virginia 0-12820 54-1284688 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 628 Main Street, Danville, Virginia 24541 (Address of principal executive offices) (Zip Code) (434) 792-5111 (Registrant's telephone number, including area code) Item 9. Regulation FD Disclosure (Information provided pursuant to Item 12) The purpose of this Current Report on Form 8-K is to file the Registrant's "Quarterly Financial Update" for the second quarter of 2003. Exhibits 99.1 News Release and supporting schedules - -------------------------------------------------------------------------------- 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 hereunto duly authorized. AMERICAN NATIONAL BANKSHARES INC. (Registrant) Date - July 21, 2003 By: /s/ Brad E. Schwartz ----------------------------- Senior Vice President and Secretary-Treasurer (Chief Financial Officer) EX-99.1 3 e15219ex99-1.txt PRESS RELEASE Exhibit 99.1 American National Bankshares Inc. Reports Financial Results DANVILLE, Va., July 16 /PRNewswire-FirstCall/ -- American National Bankshares Inc. (Nasdaq: AMNB) reported second quarter 2003 net income of $2.308 million, which represents income of $0.40 on a basic and diluted per share basis. During the same period in 2002, the Corporation earned $0.40 on a basic and diluted per share basis. The annualized return on average assets (ROA) for the second quarter of 2003 was 1.49% and the annualized return on average equity (ROE) for the quarter was 13.14%. For the first six months of 2003, earnings were $4.642 million compared to $4.534 million, an increase of 2.4%. Earnings per share of $0.81 basic and $0.80 diluted increased from the same period of 2002 when both basic and diluted earnings per share were $0.78. The annualized return on average assets (ROA) for the first six months of 2003 was 1.52% and the annualized return on average equity (ROE) for the same period was 13.18%. Net interest income for the first six months ending June 30, 2003, after a higher provision for loan losses to reflect strong loan growth, grew 5.1% or $546,000. Non-interest income increased 8.3% for the same period, fueled by increases in deposit service charges related to the introduction of enhanced deposit account overdraft features in the second quarter as well as increased mortgage banking revenue. Trust and Investment Services revenues continue to be a strong contributor of non-interest income and represented 40.7% of that total for the six months ending June 30, 2003. Non-interest expenses increased by 8.7% during this period with the majority of that increase related to personnel and benefits costs. Along with increased heath insurance and retirement costs, the Corporation has hired additional staff in the lending and trust/asset management areas. At June 30, 2003 total assets were $631.3 million, up $59.9 million or 10.5% from $571.4 million at June 30, 2002. Deposit and retail repurchase accounts increased to $536.2 million, up $50.9 million or 10.5% over $485.3 million at June 30, 2002 while loans totaled $432.6 million, up $41.5 million or 10.6% over second quarter 2002 levels. Securities grew to $164.7 million at June 30, 2003 compared to $153.2 million a year earlier. Loan growth for the second quarter 2003 was $12.9 million while deposit and retail repurchase account growth for the quarter was $18.3 million. The Corporation's capital position remains strong with shareholders' equity at June 30, 2003 of $70.3 million, representing 11.1% of total assets. Asset quality continues to remain solid, as the allowance for loan losses equaled 1.38% of total loans and the non-performing assets ratio was 0.67% of total loans. "We are pleased to produce another fine quarter and six months of performance for our shareholders," stated Charles H. Majors, President and Chief Executive Officer. "While strong asset growth did not directly lead to a commensurate increase in earnings for the first six months of the year due to continued pressure on our net interest margin, we are positioning the Corporation now for the future. We continue to grow in all of our markets, with lending and trust department professionals being added to support additional revenue growth. We are being conservative in our pricing and the reinvestment of assets as we anticipate interest rates will return to a more normalized range in the next one to two years. This combination of investments in people and positioning of our balance sheet for the future creates short-term consequences to our earnings that we think will be more than offset with enhanced long-term results. We continue to focus on asset quality, growth in non-interest income, controlling expenses and building customer relationships -- a simple formula that has served the Corporation well over the past 94 years." Mr. Majors also stated, "American National Bank and Trust Company, the sole subsidiary of the Corporation, was recently named by US Banker magazine as one of the top 200 community banks with under $1 billion dollars in assets. We ranked 52 in the survey based on the three-year average of our return on average shareholders' equity. The Corporation was renamed to the Russell 3000 and 2000 stock indexes, which provides additional exposure and a broader market for our stock. And on top of this recognition, the dividend was increased by 5.6% during the second quarter. All of these items, in combination with our financial results, should please our shareholders." American National Bankshares Inc. is the holding company of American National Bank and Trust Company, a community bank with fourteen offices in Danville, Chatham, Collinsville, Gretna, Martinsville, Henry County, and South Boston, Virginia, and Yanceyville, North Carolina. Services are also provided through seventeen ATMs, "AmeriLink" internet banking, and our 24-hour "Access American" phone banking. Banking subsidiaries include ANB Mortgage Corp. (secondary mortgage origination), ANB Investor Services (retail brokerage) and ANB Insurance Services (full-service insurance agency). Additional information is available on our website at www.amnb.com. The shares of American National Bankshares Inc. are traded on the NASDAQ National Market under the symbol "AMNB." This press release may contain "forward-looking statements," within the meaning of federal securities laws that involve significant risks and uncertainties. Statements herein are based on certain assumptions and analyses by the Corporation and are factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: changes in interest rates; changes in accounting principles, policies, or guidelines; significant changes in the economic scenario: significant changes in regulatory requirements; and significant changes in securities markets. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language in the Corporation's most recent Form 10-K report and other documents filed with the Securities and Exchange Commission. American National Bankshares Inc. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Consolidated Balance Sheets American National Bankshares Inc. and Subsidiary (In thousands) Unaudited June 30 ASSETS 2003 2002 Cash and due from banks $ 12,039 $ 13,992 Interest-bearing deposits in other banks 7,953 386 Investment securities: Securities available for sale 140,550 124,177 Securities held to maturity 24,105 28,998 Total investment securities 164,655 153,175 Loans, held for sale 2,106 563 Loans, net of unearned income 432,647 391,145 Less allowance for loan losses (5,991) (5,477) Net Loans 426,656 385,668 Bank premises and equipment 7,930 8,336 Core deposit intangibles 1,159 1,609 Accrued interest receivable and other assets 8,802 7,636 Total assets $ 631,300 $ 571,365 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Demand deposits -- non-interest bearing $ 68,166 $ 62,780 Demand deposits -- interest bearing 60,943 58,277 Money market deposits 44,634 40,969 Savings deposits 81,840 70,215 Time deposits 234,588 225,241 Total deposits 490,171 457,482 Repurchase agreements 46,062 27,815 FHLB borrowings 21,500 15,050 Accrued interest payable and other liabilities 3,269 2,881 Total liabilities 561,002 503,228 SHAREHOLDERS' EQUITY: Common stock, $1 par, 10,000,000 shares authorized, 5,680,909 shares outstanding at June 30, 2003 and 5,802,456 shares outstanding at June 30, 2002 5,681 5,802 Capital in excess of par value 9,407 9,564 Retained earnings 53,396 50,834 Accumulated other comprehensive income 1,814 1,937 Total shareholders' equity 70,298 68,137 Total liabilities and shareholders' equity $631,300 $571,365 Consolidated Statements of Income American National Bankshares Inc. and Subsidiary (In thousands) Unaudited Three Months Ended Six Months Ended June 30 June 30 2003 2002 2003 2002 INTEREST INCOME: Interest and fees on loans $ 6,508 $ 6,785 $13,067 $13,534 Interest on deposits in other banks 11 31 36 113 Income on securities: Federal agencies 511 518 1,060 945 Mortgage-backed 385 598 839 1,254 State and municipal 515 476 984 932 Other investments 305 379 651 810 Total interest income 8,235 8,787 16,637 17,588 INTEREST EXPENSE: Interest on deposits: Demand 61 110 129 229 Money market 125 215 264 405 Savings 212 270 437 535 Time 1,677 2,194 3,397 4,724 Interest on repurchase agreements 135 161 260 310 Interest on other borrowings 248 176 490 347 Total interest expense 2,458 3,126 4,977 6,550 NET INTEREST INCOME 5,777 5,661 11,660 11,038 PROVISION FOR LOAN LOSSES 255 236 495 419 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,522 5,425 11,165 10,619 NON-INTEREST INCOME: Trust and investment services 647 666 1,253 1,332 Service charges on deposit accounts 541 416 964 781 Other fees and commissions 210 230 438 426 Mortgage banking income 150 69 278 151 Securities gains, net 1 - 3 19 Other income 66 64 141 131 Total non-interest income 1,615 1,445 3,077 2,840 NON-INTEREST EXPENSE: Salaries 1,754 1,661 3,475 3,214 Pension and other employee benefits 522 396 970 771 Occupancy and equipment 640 607 1,281 1,219 Core deposit intangible amortization 113 113 225 225 Other expenses 853 802 1,740 1,648 Total non-interest expense 3,882 3,579 7,691 7,077 INCOME BEFORE TAXES 3,255 3,291 6,551 6,382 INCOME TAX PROVISION 947 956 1,909 1,848 NET INCOME $ 2,308 $ 2,335 $ 4,642 $ 4,534 NET INCOME PER COMMON SHARE: Basic $ 0.40 $ 0.40 $ 0.81 $ 0.78 Diluted $ 0.40 $ 0.40 $ 0.80 $ 0.78 Financial Highlights American National Bankshares Inc. and Subsidiary (Dollars in thousands, except per share data) Three Months Ended June 30 2003 2002 Change EARNINGS Interest income $ 8,235 $ 8,787 (6.3)% Interest expense 2,458 3,126 (21.4) Net interest income 5,777 5,661 2.0 Provision for loan losses 255 236 8.1 Noninterest income 1,615 1,445 11.8 Noninterest expense 3,882 3,579 8.5 Income taxes 947 956 (0.9) Net income 2,308 2,335 (1.2) PER COMMON SHARE Earnings per share - basic $ 0.40 $ 0.40 0.0 % Earnings per share - diluted 0.40 0.40 0.0 Cash dividends paid 0.19 0.18 5.6 Book value Closing market price FINANCIAL RATIOS Return on average assets 1.49 % 1.64 % (15)bp Return on average shareholders' equity 13.14 14.16 (102) Average equity to average assets 11.32 11.58 (26) Net interest margin (FTE) 4.07 4.33 (26) Efficiency ratio 50.66 48.67 199 PERIOD END BALANCES Securities Loans held for sale Loans - net of unearned income Assets Total deposits Repurchase agreement funding FHLB borrowings Shareholders' equity AVERAGE BALANCES Loans - net of unearned income $ 427,380 $ 387,661 10.2 % Interest-earning assets 594,536 545,218 9.0 Assets 620,486 569,764 8.9 Interest-bearing deposits 420,804 397,096 6.0 Repurchase agreement funding 39,489 31,899 23.8 FHLB borrowings 22,426 13,755 63.0 Shareholders' equity 70,268 65,972 6.5 CAPITAL Average shares outstanding - basic 5,718,821 5,804,608 (1.5) Average shares outstanding - diluted 5,776,509 5,846,835 (1.2) Shares repurchased 65,000 13,500 Average price of shares repurchased $ 24.58 $ 19.62 ALLOWANCE FOR LOAN LOSSES Beginning balance $ 5,771 $ 5,423 6.4 % Provision for loan losses 255 236 8.1 Charge-offs (122) (207) (41.1) Recoveries 87 25 248.0 Ending balance 5,991 5,477 9.4 COMPOSITION OF RISK ASSETS Nonperforming loans: 90 days past due Nonaccrual OREO Nonperforming assets ASSET QUALITY RATIOS ** Nonperforming loans to total loans Allowance for loan losses to total loans Allowance for loan losses to nonperforming loans Notes: bp -- Change is measured as difference in basis points. ** -- Balance sheet amounts used in calculations are based on period end balances. Financial Highlights American National Bankshares Inc. and Subsidiary (Dollars in thousands, except per share data) Six Months Ended June 30 2003 2002 Change EARNINGS Interest income $ 16,637 $ 17,588 (5.4)% Interest expense 4,977 6,550 (24.0) Net interest income 11,660 11,038 5.6 Provision for loan losses 495 419 18.1 Noninterest income 3,077 2,840 8.3 Noninterest expense 7,691 7,077 8.7 Income taxes 1,909 1,848 3.3 Net income 4,642 4,534 2.4 PER COMMON SHARE Earnings per share - basic $ 0.81 $ 0.78 3.8 % Earnings per share - diluted 0.80 0.78 2.6 Cash dividends paid 0.37 0.35 5.7 Book value 12.37 11.74 5.4 Closing market price 25.96 27.39 (5.2) FINANCIAL RATIOS Return on average assets 1.52 % 1.60 % (8)bp Return on average shareholders' equity 13.18 13.74 (56) Average equity to average assets 11.50 11.64 (14) Net interest margin (FTE) 4.15 4.25 (10) Efficiency ratio 50.44 49.31 113 PERIOD END BALANCES Securities $ 164,655 $ 153,175 7.5 % Loans held for sale 2,106 563 274.1 Loans - net of unearned income 432,647 391,145 10.6 Assets 631,300 571,365 10.5 Total deposits 490,171 457,482 7.1 Repurchase agreement funding 46,062 27,815 65.6 FHLB borrowings 21,500 15,050 42.9 Shareholders' equity 70,298 68,137 3.2 AVERAGE BALANCES Loans - net of unearned income $ 418,970 $ 382,311 9.6 Interest-earning assets 586,046 542,332 8.1 Assets 612,118 566,778 8.0 % Interest-bearing deposits 416,783 397,992 4.7 Repurchase agreement funding 37,065 30,993 19.6 FHLB borrowings 22,089 13,378 65.1 Shareholders' equity 70,414 65,989 6.7 CAPITAL Average shares outstanding - basic 5,737,354 5,812,941 (1.3) Average shares outstanding - diluted 5,796,728 5,849,018 (0.9) Shares repurchased 100,000 20,100 Average price of shares repurchased $ 24.86 $ 19.78 ALLOWANCE FOR LOAN LOSSES Beginning balance $ 5,622 $ 5,334 5.4 % Provision for loan losses 495 419 18.1 Charge-offs (286) (323) (11.5) Recoveries 160 47 240.4 Ending balance 5,991 5,477 9.4 COMPOSITION OF RISK ASSETS Nonperforming loans: 90 days past due $ 285 $ 305 (6.6)% Nonaccrual 2,607 479 444.3 OREO 124 177 (29.9) Nonperforming assets 3,016 961 213.8 % ASSET QUALITY RATIOS ** Nonperforming loans to total loans 0.67 % 0.20 % 47 bp Allowance for loan losses to total loans 1.38 1.40 (2) Allowance for loan losses to nonperforming loans 2.07 X 6.99 X (492) Notes: bp -- Change is measured as difference in basis points. ** -- Balance sheet amounts used in calculations are based on period end balances. SOURCE American National Bankshares Inc. -0- 07/16/2003 /CONTACT: Brad E. Schwartz Senior Vice President and Chief Financial Officer of American National Bankshares Inc., +1-434-773-2242/ /Web site: http://www.amnb.com/ (AMNB) -----END PRIVACY-ENHANCED MESSAGE-----