0000796534-95-000008.txt : 19950821 0000796534-95-000008.hdr.sgml : 19950821 ACCESSION NUMBER: 0000796534-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL BANKSHARES INC CENTRAL INDEX KEY: 0000796534 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 541375874 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15204 FILM NUMBER: 95561370 BUSINESS ADDRESS: STREET 1: 100 SOUTH MAIN ST CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 BUSINESS PHONE: 7035522011 MAIL ADDRESS: STREET 1: 100 SOUTH MAIN STREET STREET 2: PO BOX 90002 CITY: BLACKSBURG STATE: VA ZIP: 24062-9002 10-Q 1 2ND QUARTER ENDED JUNE 30, 1995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended Commission File Number: June 30, 1995 0-15204 NATIONAL BANKSHARES, INCORPORATED - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1375874 - ------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 South Main Street Blacksburg, Virginia 24060 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (540)552-2011 ------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 1, 1995 - ------------------------------- -------------------------------- COMMON STOCK, $2.50 PAR VALUE 1,714,152 (This report contains 25 pages) 1 NATIONAL BANKSHARES, INCORPORATED FORM 10-Q INDEX Page ---- PART I FINANCIAL INFORMATION - -------------------------------- ITEM 1 - FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS, JUNE 30, 1995 AND DECEMBER 31, 1994 3-4 CONSOLIDATED STATEMENTS OF INCOME, THREE MONTHS ENDED JUNE 30, 1995 AND 1994 5-6 CONSOLIDATED STATEMENTS OF INCOME, SIX MONTHS ENDED JUNE 30, 1995 AND 1994 7-8 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY, SIX MONTHS ENDED JUNE 30, 1995 AND 1994 9 CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 10-11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12-21 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22-23 PART II OTHER INFORMATION - ---------------------------- ITEMS 1 - 3 - LEGAL PROCEEDINGS; CHANGES IN SECURITIES; DEFAULTS UPON SENIOR SECURITIES 24 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 24 ITEM 5 - OTHER INFORMATION 24 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K 24 SIGNATURES 25 2
CONSOLIDATED BALANCE SHEETS NATIONAL BANKSHARES, INCORPORATED (UNAUDITED) ($ in thousands) JUNE 30, DECEMBER 31, 1995 1994 ======== ============ ASSETS Cash and due from banks (note 2) $ 5,627 6,648 Federal funds sold 170 1,400 Securities available for sale at fair value (note 3) 14,893 12,114 Securities held to maturity (fair value $52,208 in 1995 and $55,816 in 1994) (note 3) 51,869 57,389 Mortgage loans held for sale (note 4) 383 392 Loans: Real estate construction loans 8,351 5,543 Real estate mortgage loans 30,321 30,212 Commercial and industrial loans 38,475 35,984 Loans to individuals 48,164 45,767 -------- ------- Total loans 125,311 117,506 Less unearned income on loans (1,903) (1,782) -------- ------- Loans, net of unearned income 123,408 115,724 Less allowance for loan losses (note 5) (2,084) (2,006) -------- ------- Loans, net 121,324 113,718 -------- ------- Bank premises and equipment, net 2,682 2,762 Accrued interest receivable 1,623 1,698 Other real estate owned, net (note 6) 1,055 1,083 Other assets (notes 7 and 8) 2,402 2,523 -------- ------- Total assets $202,028 199,727 ======== ======= LIABILITIES & STOCKHOLDERS' EQUITY Noninterest-bearing deposits 23,095 23,816 Interest-bearing deposits 57,289 59,794 Savings deposits 16,364 19,257 Time deposits (note 9) 82,858 75,769 -------- ------- Total deposits 179,606 178,636 -------- ------- Accrued interest payable 216 225 Other liabilities 764 729 -------- ------- Total liabilities 180,586 179,590 -------- ------- 3 Stockholders' equity (note 10): Common stock of $2.50 per value. Authorized 5,000,000 shares; issued and outstanding 1,714,152 in 1995 and 1994 4,285 4,285 Surplus 1,187 1,187 Undivided profits 15,895 14,791 Net unrealized gains (losses) on securities available for sale 75 (126) -------- ------- Total stockholders' equity 21,442 20,137 -------- ------- Commitments and contingent liabilities (note 11) Total liabilities and stockholders' equity $202,028 199,727 ======== ======= See accompanying notes to consolidated financial statements.
4 CONSOLIDATED STATEMENTS OF INCOME NATIONAL BANKSHARES, INCORPORATED (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1995 AND 1994 ($ in thousands, except per share data) JUNE 30, JUNE 30, 1995 1994 ======== ======== INTEREST INCOME Interest and fees on loans $ 2,968 2,491 Interest on federal funds sold 69 85 Interest on securities-taxable 658 727 Interest on securities-nontaxable 327 294 -------- ------- Total interest income 4,022 3,597 -------- ------- INTEREST EXPENSE Interest on time certificates of deposit of $100,000 or more 186 107 Interest on other deposits 1,471 1,293 -------- ------- Total interest expense 1,657 1,400 Net interest income 2,365 2,197 Provision for loan losses (note 5) 75 155 -------- ------- Net interest income after provision for loan losses 2,290 2,042 -------- ------- NONINTEREST INCOME Service charges on deposit accounts 187 168 Other service charges and fees 39 47 Credit card fees 115 98 Trust income 98 121 Other income 8 3 Realized securities gains, net 2 3 -------- ------- Total noninterest income 449 440 -------- ------- NONINTEREST EXPENSE Salaries and employee benefits 796 729 Occupancy and furniture and fixtures 132 121 Data processing and ATM 90 84 FDIC assessment 100 100 Credit card processing 114 88 Goodwill amortization 7 5 Net costs of other real estate owned 5 6 Other operating expense 361 383 -------- ------- Total noninterest expense 1,605 1,516 -------- ------- 5 Income before income tax expense 1,134 966 Income tax expense (note 7) 269 221 -------- ------- Net income $ 865 745 ======== ======= Net income per share $ 0.50 0.44 ======== ======= See accompanying notes to consolidated financial statements. 6 CONSOLIDATED STATEMENTS OF INCOME NATIONAL BANKSHARES, INCORPORATED (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1995 AND 1994 ($ in thousands, except per share data) JUNE 30, JUNE 30, 1995 1994 ========= ======== INTEREST INCOME Interest and fees on loans $ 5,690 4,892 Interest on federal funds sold 95 111 Interest on securities-taxable 1,338 1,405 Interest on securities-nontaxable 662 571 -------- ------- Total interest income 7,785 6,979 -------- ------- INTEREST EXPENSE Interest on time certificates of deposit of $100,000 or more 242 213 Interest on other deposits 2,943 2,519 Interest on federal funds purchased 2 --- -------- ------- Total interest expense 3,187 2,732 -------- ------- Net interest income 4,598 4,247 Provision for loan losses (note 5) 140 230 -------- ------- Net interest income after provision for loan losses 4,458 4,017 -------- ------- NONINTEREST INCOME Service charges on deposit accounts 353 333 Other service charges and fees 75 74 Credit card fees 198 170 Trust income 176 244 Other income 18 13 Realized securities gains (losses), net (1) 5 -------- ------- Total noninterest income 819 839 -------- ------- NONINTEREST EXPENSE Salaries and employee benefits 1,570 1,439 Occupancy and furniture and fixtures 268 283 Data processing and ATM 185 161 FDIC assessment 200 193 Credit card processing 202 164 Goodwill amortization 15 26 Net costs of other real estate owned 31 5 Other operating expense 711 683 -------- ------- Total noninterest expense 3,182 2,954 -------- ------- 7 Income before income tax expense 2,095 1,902 Income tax expense (note 7) 477 436 -------- ------- Net income $ 1,618 1,466 ======== ======= Net income per share $ 0.94 0.86 ======== ======= See accompanying notes to consolidated financial statements. 8 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY NATIONAL BANKSHARES, INCORPORATED (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1995 AND 1994 ($ in thousands) Net Unrealized Gains on Securities Common Undivided Available Stock Surplus Profits for Sale Total ====== ======= ========= ============== ====== Balances, December 31, 1993 $4,274 1,112 12,868 --- 18,254 Cumulative effect of change in accounting for securities available for sale at January 1, 1994, net of income taxes of $141 --- --- --- 273 273 Net income --- --- 1,466 --- 1,466 Cash dividends --- --- (461) --- (461) Change in net unrealized (losses) on securities available for sale, net of income tax benefit of $128 --- --- --- (248) (248) ------ ----- ------ ---- ------ Balances, June 30, 1994 $4,274 1,112 13,873 25 19,284 ====== ===== ====== ==== ====== Balances, December 31, 1994 $4,285 1,187 14,791 (126) 20,137 Net income --- --- 1,618 --- 1,618 Cash dividends --- --- (514) --- (514) Change in net unrealized gains on securities available for sale, net of income taxes of $103 --- --- --- 201 201 ------ ----- ------ ---- ------ Balances, June 30, 1995 $4,285 1,187 15,895 75 21,442 ====== ===== ====== ==== ====== See accompanying notes to consolidated financial statements. 9 CONSOLIDATED STATEMENTS OF CASH FLOWS NATIONAL BANKSHARES, INCORPORATED (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994 ($ in thousands) JUNE 30, JUNE 30, 1995 1994 ======== ======== CASH FLOWS FROM OPERATING ACTIVITIES (note 12) Net Income $1,618 1,466 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 140 230 Depreciation of bank premises and equipment 197 203 Amortization of intangibles 82 41 Amortization of premiums and accretion of discounts, net 58 76 Gain on bank premises and equipment (8) --- Loss on maturities of securities available for sale, net 3 --- Gain on calls of securities held to maturity, net (2) (6) Gain on maturities of securities held to maturity, net (40) --- Net decrease in mortgage loans held for sale 9 201 Losses and writedowns on other real estate owned --- 5 (Increase) decrease in: Accrued interest receivable 75 (119) Other assets (143) (231) Increase (decrease) in: Accrued interest payable (9) 5 Other liabilities 35 (160) ------ ------- Net cash provided by operating activities 2,015 1,711 ------ ------- CASH FLOWS FROM INVESTING ACTIVITIES (note 12) Net increase in money market investments 1,230 2,620 Proceeds from calls and maturities of securities available for sale 1,013 3,778 Proceeds from calls and maturities of securities held to maturity 8,950 2,556 Purchases of securities available for sale (3,502) (988) Purchases of securities held to maturity (3,434) (18,324) Net increase in loans made to customers (7,704) (3,900) Proceeds from disposal of other real estate owned 28 60 Recoveries on loans charged off 36 27 Bank premises and equipment expenditures (118) (308) Proceeds from sale of bank premises and equipment 9 --- ------ ------- Net cash used in investing activities (3,492) (14,479) 10 CASH FLOWS FROM FINANCING ACTIVITIES (note 12) Deposits assumed, net of premium paid --- 13,159 Net increase in time deposits 7,089 406 Net decrease in other deposits (6,119) (2,421) Net increase in federal funds purchased --- 2,785 Cash dividends paid (514) (461) ------ ------- Net cash provided by financing activities 456 13,468 ------ ------- Net increase (decrease) in cash and due from banks (1,021) 700 Cash and due from banks at beginning of year 6,648 4,177 ------ ------- Cash and due from banks at end of six months $5,627 4,877 ====== ======= See accompanying notes to consolidated financial statements. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NATIONAL BANKSHARES, INC. ($ in thousands, except per share data) 1. GENERAL The consolidated financial statements of National Bankshares, Inc. (Bankshares) and its wholly-owned subsidiary, The National Bank of Blacksburg (NBB), conform to generally accepted accounting principles and to general practices within the banking industry. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of management, all adjustments of a normal and recurring nature which are necessary for a fair presentation of the consolidated financial statements have been included. The interim period consolidated financial statements and notes included herein should be read in conjunction with the notes to consolidated financial statements included in the Corporation's 1994 Annual Report to Stockholders, and Form 10-K. 2. CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks. 12 3. SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY The amortized costs, gross unrealized gains, gross unrealized losses and fair values for securities available for sale by major security type as of June 30, 1995 and December 31, 1994 were as follows: ($ in thousands) June 30, 1995 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COSTS GAINS LOSSES VALUES ========= ========== ========== ====== Available for sale: U.S. Treasury $ 3,007 13 (12) 3,008 U.S. Government agencies and corporations 9,937 120 (8) 10,049 Mortgage-backed securities 248 5 --- 253 Other securities 1,588 6 (11) 1,583 ------- ----- ---- ------ Total securities available for sale $14,780 144 (31) 14,893 ======= ===== ==== ====== ($ in thousands) December 31, 1994 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COSTS GAINS LOSSES VALUES ========= ========== ========== ====== Available for sale: U.S. Treasury $ 3,516 1 (61) 3,456 U.S. Government agencies and corporations 6,936 7 (68) 6,875 Mortgage-backed securities 261 --- (15) 246 Other securities 1,592 --- (55) 1,537 ------- ----- ---- ------ Total securities available for sale $12,305 8 (199) 12,114 ======= ===== ==== ====== 13 The amortized costs and fair values of securities available for sale at June 30, 1995 and December 31, 1994, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ($ in thousands) June 30, 1995 December 31, 1994 AMORTIZED FAIR AMORTIZED FAIR COSTS VALUES COSTS VALUES ========= ====== ========= ====== Due in one year or less $ 6,513 6,519 3,553 3,513 Due in one year through five years 5,973 6,017 6,985 6,845 Due in five years through ten years 2,055 2,118 1,552 1,541 Due after ten years 108 108 82 82 No maturity 131 131 133 133 ------- ------ ------ ------ $14,780 14,893 12,305 12,114 ======= ====== ====== ====== The amortized costs, gross unrealized gains, gross unrealized losses and fair values for securities held to maturity by major security type as of June 30, 1995 and December 31, 1994 were as follows: ($ in thousands) June 30, 1995 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COSTS GAINS LOSSES VALUES ========= ========== ========== ====== Held to maturity: U.S. Treasury $ 6,758 55 (55) 6,758 U.S. Government agencies and corporations 10,618 223 (15) 10,826 States and political subdivisions 26,568 360 (266) 26,662 Mortgage-backed securities 1,049 29 --- 1,078 Other 6,876 50 (42) 6,884 ------- ------ ------ ------ Total securities held to maturity $51,869 717 (378) 52,208 ======= ====== ====== ====== 14 ($ in thousands) December 31, 1994 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COSTS GAINS LOSSES VALUES ========= ========== ========== ====== Held to maturity: U.S. Treasury $ 9,722 44 (219) 9,547 U.S. Government agencies and corporations 14,073 20 (296) 13,797 States and political subdivisions 26,073 212 (1,091) 25,194 Mortgage-backed securities 1,147 8 (17) 1,138 Other 6,374 14 (248) 6,140 ------- --- ------ ------ Total securities held to maturity $57,389 298 (1,871) 55,816 ======= === ======= ====== The amortized costs and fair values of securities held to maturity at June 30, 1995 and December 31, 1994, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ($ in thousands) June 30, 1995 December 31, 1994 AMORTIZED FAIR AMORTIZED FAIR COSTS VALUES COSTS VALUES ========= ====== ========= ====== Due in one year or less $ 8,102 8,154 10,998 11,006 Due in one year through five years 25,981 26,179 28,749 28,085 Due in five years through ten years 15,777 15,852 15,645 14,820 Due after ten years 2,009 2,023 1,997 1,905 ------- ------ ------ ------ $51,869 52,208 57,389 55,816 ======= ====== ====== ====== 15 4. MORTGAGE BANKING ACTIVITIES NBB originates mortgage loans for sale to secondary market investors subject to contractually specified and limited recourse provisions. Every contract with each investor contains certain recourse language. In general, NBB may be required to repurchase a previously sold mortgage loan if there is major noncompliance with defined loan origination or documentation standards, including fraud, negligence or material misstatement in the loan documents. Repurchase may also be required if necessary governmental loan guarantees are canceled or never issued, or if an investor is forced to buy back a loan after it has been resold as a part of a loan pool. In addition, NBB may have an obligation to repurchase a loan if the mortgagor has defaulted early in the loan term. This potential default period ranges from four to sixteen months after sale of a loan to the investor. Mortgage loans held for sale are carried at the lower of cost or fair value. For the period ended June 30, 1995, NBB originated $4,461 and sold $4,470 in mortgage loans to investors. 5. ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows: ($ in thousands) Six months ended June 30, 1995 1994 ======= ===== Balance, beginning of year $ 2,006 2,038 Provision for loan losses 140 230 Recoveries 36 27 Loans charged off (98) (197) ------- ----- Balance, end of period $ 2,084 2,098 ======= ===== 16 6. IMPAIRED LOANS AND NONPERFORMING ASSETS Effective January 1, 1995, Bankshares adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." SFAS No. 114 requires that certain loans which have been determined to be impaired be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. SFAS No. 114 also required creditors to evaluate the collectibility of both contractual interest and contractual principal of all receivables when assessing the need for a loss accrual. In addition, SFAS No. 114 eliminates the requirement that a creditor account for certain loans as foreclosed assets prior to the time the creditor has taken possession of the underlying collateral, resulting in the reclassification of in-substance foreclosures from foreclosed properties to loans. SFAS No. 118 amends SFAS No. 114 to allow a creditor to use existing methods for recognizing interest income on an impaired loan. To accomplish that, SFAS No. 118 eliminates the provisions in SFAS No. 114 that described how a creditor should report income on an impaired loan. SFAS No. 118 does not change the provisions in SFAS No. 114 that required a creditor to measure impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, or as a practical expedient, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. SFAS No. 118 amends the disclosure requirements in SFAS No. 114 to require information about the recorded investment in certain impaired loans and about how a creditor recognizes interest income related to those impaired loans. SFAS No. 114 does not apply to large groups of smaller balance homogeneous loans that are collectively evaluated for impairment. For Bankshares, loans collectively reviewed for impairment include all consumer loans, single family loans and performing multi-family and nonresidential real estate loans, excluding loans which have entered into the "workout process." Bankshares considers a loan to be impaired when, based upon current information and events, it believes it is probable that Bankshares will be unable to collect all amounts due according to the contractual terms of the loan agreement. Bankshares' impaired loans within the scope of SFAS No. 114 include nonaccrual loans (excluding those collectively reviewed for impairment), troubled debt restructurings and certain other nonperforming loans. For collateral dependent loans, Bankshares based the measurement of these impaired loans on the fair value of the loan's underlying collateral. For all other loans, Bankshares bases the measurement of these impaired loans on the more readily determinable of the present value of expected future cash flows discounted at the loan's effective interest rate or the observable market price. Impairment losses are recognized through an increase in the allowance for loan losses and a corresponding charge to the provision for loan losses. Adjustments to impairment losses due to changes in the fair value of impaired loans' underlying collateral are included in the provision for loan losses. When an impaired loan is either sold, transferred to foreclosed properties or written down, any related valuation allowance is charged off against the allowance for loan losses. 17 The adoption of SFAS No. 114, as amended by SFAS No. 118, did not have a material impact on Bankshares' consolidated financial statements due to Bankshares' continuing policy of measuring loan impairment based on the fair value of the underlying collateral which is consistent with the methods prescribed in SFAS No. 114. In addition, Bankshares had previously reclassified in-substance foreclosures from other real estate owned to loans as of December 31, 1993 as prescribed by SFAS No. 114; therefore, no further reclassification from other real estate owned to loans was required upon adoption. As of June 30, 1995, the recorded investment in impaired loans was $420 and the amount of the related allowance for loan losses was $263 for a net investment of $157. During the period ended June 30, 1995, the average recorded investment in impaired loans was $420, and there was no related amount of interest income recognized during the time within that period that the loans were impaired. The following table presents information concerning nonperforming assets. ($ in thousands) June 30, December 31, 1995 1994 ======== ============ Nonaccrual loans $ 420 420 Restructured loans --- 229 ------ ----- Total nonperforming loans 420 649 Other real estate owned, net 1,055 1,083 ------ ----- Total nonperforming assets $1,475 1,732 ====== ===== Loans contractually past due 90 days or more (excludes non- accrual loans) $ 278 219 ====== ===== Loans are generally placed in nonaccrual status when the collection of principal or interest is 90 days or more past due, unless the obligation is both well-secured and in the process of collection. 18 The following table shows the interest that would have been earned on nonaccrual and restructured loans if they had been current in accordance with their original terms and the recorded interest that was earned and included in income on these loans: ($ in thousands) Six Months Ended June 30, 1995 1994 ==== ==== Scheduled interest: Nonaccrual loans $ 21 71 Restructured loans 7 27 ---- ---- Total scheduled interest $ 28 98 ==== ==== Recorded interest: Nonaccrual loans $--- 36 Restructured loans 9 25 ---- ---- Total recorded interest $ 9 61 ==== ==== Other real estate, acquired through foreclosure or deed in lieu of foreclosure, is carried at the lower of the recorded investment or its fair value, less estimated costs to sell (net realizable value). When the property is acquired, any excess of the loan balance over net realizable value is charged to the allowance for loan losses. Increases or decreases in the net realizable value of such properties are credited or charged to income by adjusting the valuation allowance for other real estate owned. Net costs of maintaining or operating foreclosed properties are expensed as incurred. Changes in the valuation allowance for other real estate owned are as follows: ($ in thousands) Six Months Ended June 30, 1995 1994 ==== ==== Balances, beginning of period $ 49 49 Provision for other real estate owned --- --- Write-offs --- --- ---- ---- Balances, end of period $ 49 49 ==== ==== 19 7. INCOME TAXES The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 1995 are presented below: ($ in thousands) June 30, 1995 ============= Deferred Tax Assets: Loans, principally due to allowance for loan losses $ 504 Other real estate owned, principally due to valuation allowance 1 Deferred compensation, due to accrual for financial reporting purpose 143 Deposit intangibles and goodwill 13 Nonaccrual interest on loans 30 ----- Total gross deferred tax assets 691 Less valuation allowance --- ----- Net deferred tax assets 691 ----- Deferred tax liabilities: Net unrealized gains on securities available for sale (38) Bank premises and equipment, principally due to differences in depreciation (39) Securities, due to differences in discount accretion (26) Deposit intangibles and other assets (51) ----- Total gross deferred liabilities (154) ----- Net deferred tax asset included in other assets $ 537 ===== The effective tax rate and the components of income tax expense do not differ significantly from such amounts disclosed in prior periods. Bankshares has determined that a valuation allowance for the gross deferred tax assets is not necessary at June 30, 1995 due to the fact that the realization of the entire gross deferred tax assets can be supported by the amount of taxes paid during the carryback period available under current tax laws. 20 Total income taxes were allocated as follow: ($ in thousands) Six Months Ended June 30, 1995 1994 ==== ==== Income $477 436 Stockholders' equity, for net unrealized gains on securities available for sale recognized for financial reporting purposes 38 13 ---- --- Total income taxes $515 449 ==== === 8. INTANGIBLE ASSETS Included in other assets are deposit intangibles of $806 and $872 at June 30, 1995 and December 31, 1994, respectively, and goodwill of $412 and $427 at June 30, 1995 and December 31, 1994 respectively. Deposit intangibles are being amortized on a straight-line basis over a ten-year period and goodwill is being amortized on a straight-line basis over a fifteen-year period. 9. TIME DEPOSITS Included in time deposits are certificates of deposit and other time deposits of $100,000 or more in the aggregate amounts of $12,065 at June 30, 1995, and $10,726 at December 31, 1994. 10.NET INCOME PER SHARE Net income per share is based upon the weighted average number of common shares outstanding. (1,714,152 in 1995 and 1,709,672 in 1994.) 11.COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business, there are various commitments and contingent liabilities such as commitments to extend credit which are not reflected in the accompanying consolidated financial statements. No losses are anticipated by management as a result of these transactions. Commitments under standby letters of credit at June 30, 1995, were $1,916 and at December 31, 1994, $3,117. 12.SUPPLEMENTAL CASH FLOW INFORMATION Bankshares paid $3,196 and $2,727 for interest and $406 and $603 for income taxes, net of refunds, at June 30, 1995 and June 30, 1994, respectively. Noncash investing activities consisted of $98 and $197 of loans charged against the allowance for loan losses for the periods ended June 30, 1995 and June 30, 1994, respectively, and $114 of net unrealized gains included in securities available for sale for the period ended June 30, 1995 and $38 of net unrealized gains included in securities available for sale for the period ended June 30, 1994. Noncash investing activities also did not include any foreclosed loans transferred into other real estate owned for the period ended June 30, 1995 as compared to $297 transferred for the period ended June 30, 1994. 21 MANAGEMENT'S DISCUSSION OF ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ($ in thousands) PERFORMANCE SUMMARY Net income during the first six months of 1995 increased $152 compared to a $241 increase from 1993 to 1994. Interest income was up 11.5% over 1994 due to increases in the loan portfolio and changes in the yields on other earning assets. An increase in total deposits resulting from a purchase of deposits transaction consummated in April 1994, a shift in the mix of deposit liabilities to time deposits and the rising rate environment contributed to the increase in interest expense of $455 from 1994 to 1995 compared to a $254 decrease from 1993 to 1994. Increases of $20 and $28 in the noninterest income categories of service charges on deposit accounts and credit card fees were adversely impacted by a reduction in Trust income of $68. Noninterest expense increased 7.7% in the first half of 1995 compared to a 2.1% increase in 1994. Salaries and employees benefits expense rose $131 as a result of new hires, promotions and salary increases, as well as increased costs associated with employee health insurance coverage and pension expenses. Goodwill amortization of $15 resulted from the purchase of deposits transaction. INCOME TAXES Although Bankshares earnings rose, the effective tax rate for the period ended June 30, 1995 was 22.8% compared to 22.9% for the period ended June 30, 1994. BALANCE SHEET Total assets have increased slightly since year-end 1994. Net loans increased $7,606 as a result of stronger demand for real estate construction loans, loans to individuals and commercial and industrial loans. Securities and cash equivalents decreased by $4,992 in response to the growth in the loan portfolio. Total deposits increased by $970 since year-end 1994 and shifted from the interest bearing and savings categories to the time deposit category as customers took advantage of higher rates. Bankshares' stockholders' equity was $21,442 at June 30, 1995 compared to $20,137 at year-end 1994. The increase of $1,255 was the result of earnings retention and a turnaround in net unrealized gains on securities available for sale. LIQUIDITY Bankshares maintained an adequate level of liquidity during the first half of 1995 and 1994. The liquidity ratio was 22.7% at June 30, 1995 and 26.3% at June 30, 1994. Certain assets are maintained on a short-term basis to meet liquidity demands anticipated by management. 22 CAPITAL RESOURCES Bankshares continues to maintain a strong capital position with the increase in total capital attributable to retained earnings and the adoption of SFAS No. 115. Both Bankshares' and NBB's capital adequacy ratios exceed regulatory requirements and they provide added flexibility to take advantage of business opportunities as they arise. Capital Analysis ($ in thousands) June 30, 1995 Capital Components Consolidated NBB ================== ============ ======= Tier 1 capital 19,633 19,490 Risk-adjusted tier 2 capital 1,697 1,697 ------ ------- Total risk-adjusted capital 21,530 21,187 Asset Components Consolidated NBB ================ ============ ======= Adjusted risk-weighted assets 135,338 135,383 Year-to-date adjusted average assets 197,086 197,284 Capital Ratios Required Consolidated NBB ============== ======== ============ ======= Common stockholders' equity 10.63% 10.56% Regulatory capital 6% 10.74% 10.68% Risk-weighted capital: Tier 1 4% 14.51% 14.40% Tier 1 + tier 2 8% 15.76% 15.65% Leverage ratio 3%-5% 9.96% 9.88% 23 NATIONAL BANKSHARES, INCORPORATED PART II OTHER INFORMATION Items 1-3. Legal Proceedings; Changes in Securities; Defaults Upon Senior Securities None for the period ended June 30, 1995. Item 4. Submission of Matters to a Vote of Security Holders Three Class 2 Directors of the Company were elected by a vote of the security holders for a term of four years each. (a) This matter was submitted to a vote at the Company's Annual Meeting of Stockholders, held on April 11, 1995. (b) The name of each director elected at the meeting follows: James M. Shuler Jeffrey R. Stewart J. Lewis Webb, Jr. The names of each director whose term of office continued after the meeting is listed: John M. Barringer Charles L. Boatwright L. Allen Bowman Robert E. Christopher Paul A. Duncan James G. Rakes (c) The number of votes cast for or against each nominee is provided below. There were 3,800 abstaining votes and no broker non- votes. Election of Directors Director Votes For Votes Against ======== ========= ============= James M. Shuler 1,162,273 200 Jeffrey R. Stewart 1,151,285 11,188 J. Lewis Webb, Jr. 1,160,285 2,188 Item 5. Other Information None for the period ended June 30, 1995. Item 6. Exhibits and Reports on Form 8-K (a) None for the period ended June 30, 1995. (b) None for the period ended June 30, 1995. 24 NATIONAL BANKSHARES, INCORPORATED SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. National Bankshares, Inc. (Registrant) Date:__________________ /s/ James G. Rakes James G. Rakes, President and Chief Executive Officer Date:__________________ /s/ Joan C. Nelson Joan C. Nelson, Treasurer 25
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9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SECOND QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q. 1,000 6-MOS DEC-31-1995 APR-01-1995 JUN-30-1995 5,627 0 170 0 14,893 51,869 52,208 123,791 2,084 202,028 179,606 0 980 0 4,285 0 0 17,157 202,028 5,690 2,000 95 7,785 3,185 3,187 4,598 140 (1) 3,182 2,095 2,095 0 0 1,618 .94 .94 0 420 278 0 0 2,006 98 36 2,084 780 0 1,304