<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
September 30, 1999 0-24113
ROCKDALE NATIONAL BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2292563
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 82030, Conyers, Georgia 30013
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 785-7880
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
---------------- -----------------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $1.00 Par Value 676,188
- -------------------------------- -----------------------------------
Class Outstanding as of November 10, 1999
Transitional Small Business Disclosure Format:
Yes No X
----------- -----------
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
- ------ --------------------
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheet
<TABLE>
<CAPTION>
ASSETS September 30,
- ------ 1999 December 31,
(Unaudited) 1998
-------------- ------------
<S> <C> <C>
Cash and due from banks...................................... $ 2,969,184 $ 2,808,349
Federal funds sold........................................... 1,580,000 2,970,000
Time deposits................................................ 2,202,600 -
Investment securities:
Securities available-for-sale,
at market value......................................... 10,380,103 9,753,621
Other investments............................................ 578,100 180,000
Loans, net of deferred loan fees............................. 35,834,269 16,136,590
Less: Allowance for loan losses.............................. (460,086) (194,581)
----------- -----------
Loans, net.............................................. 35,374,183 15,942,009
Premises and equipment, net.................................. 3,148,763 1,926,958
Accrued interest receivable.................................. 438,463 247,573
Other assets................................................. 199,511 66,856
----------- -----------
Total assets............................................ $56,710,072 $34,056,201
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Deposits
Noninterest-bearing demand................................ $ 7,835,396 $ 4,691,963
Interest-bearing demand and money market.................. 18,079,394 16,035,788
Savings................................................... 1,130,769 873,773
Time deposits of $100,000 or more......................... 5,836,063 3,216,087
Other time deposits....................................... 15,704,680 3,483,977
----------- -----------
Total deposits.......................................... 48,586,302 28,301,588
FHLB Advances............................................. 2,500,000 -
Accrued interest payable.................................. 67,944 19,754
Other liabilities......................................... 76,645 46,576
----------- -----------
Total liabilities....................................... $51,230,891 $28,367,918
----------- -----------
</TABLE>
(Continued)
Refer to notes to the consolidated unaudited financial statements.
2
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheet
(continued)
<TABLE>
<CAPTION>
September 30,
1999 December 31,
(Unaudited) 1998
------------- -----------
<S> <C> <C>
Shareholders' Equity:
Common stock, $1.00 par value,
10,000,000 shares authorized,
676,188 shares issued and outstanding................... $ 676,188 $ 676,188
Surplus...................................................... 6,051,196 6,051,196
Retained earnings (deficit).................................. (1,087,033) (1,053,032)
Accumulated other comprehensive income (loss) -
valuation reserve on investment securities available for
sale, net of tax............................................ (161,170) 13,931
----------- -----------
Total Shareholders' Equity.............................. 5,479,181 5,688,283
----------- -----------
Total Liabilities and
Shareholders' Equity............................... $56,710,072 $34,056,201
=========== ===========
</TABLE>
Refer to notes to the consolidated unaudited financial statements.
3
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
For the Three-Months and Nine-Months Ended September 30, 1999
and for the Three-Months and Nine-Months Ended September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Three-Months Nine-Months ended
ended September 30, September 30,
------------------------- ---------------------------
1999 1998 1999 1998
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Interest income
Loans, including fees............................ $787,503 $331,583 $1,789,025 $ 722,577
Investment securities:
U.S. Government agencies and
corporations............................. 146,504 136,287 430,592 429,989
Other investments.............................. 19,935 5,400 26,225 5,400
Time Deposits.................................... 9,546 0 9,546 0
Federal funds sold............................... 29,234 21,851 94,845 102,998
-------- -------- ---------- ----------
Total interest income.......................... 992,722 495,121 2,350,233 1,260,964
-------- -------- ---------- ----------
Interest expense
Interest bearing demand and money market......... 129,854 117,125 408,977 417,269
Savings.......................................... 5,500 16,696 15,933 19,518
Time deposits of $100,000 or more................ 23,281 30,691 117,685 80,656
Other time deposits.............................. 223,542 26,550 369,146 52,147
FHLB Advances.................................... 10,274 0 10,274 0
Federal funds purchased.......................... 683 3,097 4,205 3,637
-------- -------- ---------- ----------
Total interest expense......................... 393,134 194,159 926,220 573,227
-------- -------- ---------- ----------
Net interest income............................ 599,588 300,962 1,424,013 687,737
Provision for possible loan losses.................. 124,184 43,125 290,504 133,706
-------- -------- ---------- ----------
Net interest income after provision
for possible loan losses......................... 475,404 257,837 1,133,509 554,031
-------- -------- ---------- ----------
Other income
Service charges on deposit accounts.............. 37,384 33,232 137,152 75,623
Investment securities gains, net................. 1,584 (824) 2,046 (836)
Other income..................................... 56,166 6,608 86,234 12,625
-------- -------- ---------- ----------
Total other income............................. 95,134 39,016 225,432 87,412
-------- -------- ---------- ----------
Other expense
Salaries and other compensation.................. 183,712 116,282 522,915 403,029
Employee benefits................................ 34,876 47,641 106,103 68,063
Net occupancy and equipment expense.............. 95,204 63,389 236,592 177,531
</TABLE>
(Continued)
Refer to notes to the consolidated unaudited financial statements.
4
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
For the Three-Months and Nine-Months Ended September 30, 1999
and for the Three-Months and Nine Months Ended September 30, 1998
(Unaudited)
(continued)
<TABLE>
<CAPTION>
Three-Months Nine-Months ended
ended September 30, September 30,
------------------------ ---------------------------
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Professional and other outside services.......... 71,282 79,176 235,063 244,322
Other expense.................................... 100,957 15,591 292,269 183,394
-------- -------- ---------- ----------
Total other expenses........................... 486,031 322,079 1,392,942 1,076,339
-------- -------- ---------- ----------
Net income (loss) before income tax expense......... 84,507 (25,226) (34,001) (434,896)
Income tax expense.................................. - - - -
Cumulative effect of a change in an accounting
principle, net of $30,868 of related tax effect.... - (59,920) - (59,920)
-------- -------- ---------- ----------
Net income (loss)................................... $ 84,507 $(85,146) $ (34,001) $ (494,816)
======== ======== ========== ==========
Basic income (loss) per share....................... $ 0.12 $ (0.13) $ (0.05) $ (0.73)
======== ======== ========== ==========
Diluted income (loss) per share..................... $ 0.11 $ (0.13) $ (0.05) $ (0.73)
======== ======== ========== ==========
</TABLE>
Refer to notes to the consolidated unaudited financial statements.
5
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Comprehensive Loss
For the Nine-Months Ended September 30, 1999
and for the Nine Months Ended September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
For the Nine-Months ended
September 30,
----------------------------
1999 1998
------------- -------------
<S> <C> <C>
Net Loss........................................................... $ (34,001) $ (494,816)
Other comprehensive income (loss), before tax:
Unrealized holding gains (losses) arising during period......... (265,304) 47,749
Income tax benefit (expense).................................... 90,203 (16,234)
------------ ------------
Comprehensive Loss................................................. $ (209,102) $ (463,301)
============ ============
</TABLE>
Refer to notes to the consolidated unaudited financial statements.
6
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Nine-Months Ended September 30, 1999
and for the Nine-Months Ended September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
For the Nine-Months ended
September 30,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................................ $ (34,001) $ (494,816)
Adjustments to reconcile net loss to net cash provided by
(used by) operating activities:
Net amortization of investment securities................... 51,870 17,387
Depreciation and amortization of premises
and equipment............................................. 125,775 83,252
Provision for loan losses................................... 265,505 133,706
Deferred income tax benefit................................. -- (30,868)
Amortization of organization costs.......................... -- 90,788
(Increases) decreases in other assets....................... (42,452) 49,296
Increase in accrued interest
receivable................................................ (190,890) (114,554)
Increase in accrued interest payable........................ 48,189 11,712
Increase in other liabilities............................... 30,069 54,988
------------ ------------
Net cash provided by (used by)
operating activities..................................... 254,065 (199,109)
------------ ------------
Cash flows from investing activities:
Purchases of investment securities
available-for-sale........................................... (3,317,658) (9,021,782)
Purchase of Federal Home Loan Bank Stock........................ (398,100) --
Sales of investment securities available-for-sale............... 500,000 2,964,464
Calls of investment securities available-for-sale............... 1,799,538 2,097,329
Maturities of investment securities available-for-sale.......... 74,465 464,960
Loans originated, net of principal repayments................... (19,697,679) (11,721,919)
Purchases of premises and equipment............................. (1,347,580) (91,269)
------------ ------------
Net cash used by investing activities.................... (22,387,014) (15,308,217)
------------ ------------
Cash flows from financing activities:
Increase in FHLB Advances....................................... 2,500,000 --
Increase in deposits............................................ 20,284,714 14,611,991
------------ ------------
Net cash provided by financing
activities............................................... 22,784,714 14,611,991
------------ ------------
Net increase (decrease) in cash and cash equivalents............... 651,765 (895,335)
Cash and cash equivalents,
beginning of period............................................. $ 5,939,184 $ 5,634,297
------------ ------------
Cash and cash equivalents,
end of period................................................... $ 6,590,949 $ 4,738,962
============ ============
</TABLE>
Refer to notes to the consolidated unaudited financial statements.
7
<PAGE>
Note 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine-month period ended September 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For further
information, refer to the financial statements and footnotes included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1998.
Note 2 - Organization of the Business
Rockdale National Bancshares, Inc., Conyers, Georgia (the "Company"), was
incorporated under the laws of the State of Georgia on February 13, 1997, for
the purpose of becoming a bank holding company for a proposed national bank,
Rockdale National Bank (the "Bank"). On August 26, 1997, the Company completed
an initial public offering of its common stock, $1.00 par value per share. Each
share of common stock was sold for $10.00 per share and 676,188 shares were
sold. Proceeds from the stock offering amounted to $6,736,384, net of selling
expenses. The Company injected $6.0 million into the Bank's capital accounts
upon opening on October 14, 1997.
Note 3 - Loans
Loans are reported at the gross amount outstanding, reduced by the net
deferred loan fees and a valuation allowance for loan losses. Interest income
is recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan organization fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
loan on a level-yield basis.
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Commercial, financial and agricultural $ 5,048,705 $ 2,590,345
Real estate - construction 10,183,796 3,714,502
Real estate - mortgage 17,690,111 7,439,822
Installment & simple interest 2,858,316 2,383,218
Other 126,569 38,373
----------- -----------
Total loans $35,907,497 $16,166,260
Deferred loan fees (73,228) (29,670)
----------- -----------
Total loans, net of deferred fees $35,834,269 $16,136,590
=========== ===========
</TABLE>
Through September 30, 1999 there were net charge offs of $25,000 and no
additional nonperforming loans.
8
<PAGE>
Note 4 - Accumulated Other Comprehensive Income
Accumulated other comprehensive income (loss) is comprised of the
following:
<TABLE>
<CAPTION>
Unrealized
Gains (Losses)
on Securities,
Net of Tax
--------------
<S> <C>
Beginning balance - January 1, 1999 $ 13,931
Current - period change (175,101)
---------
Ending balance - September 30, 1999 $(161,170)
=========
</TABLE>
Note 5 - Earnings Per Share
Basic and diluted loss per share are based on 676,188 weighted average
shares outstanding for the quarters ended September 30, 1999 and September 30,
1998. There were 57,062 and 68,198 potential weighted common shares outstanding
at September 30, 1998 and September 30, 1999, respectively, related to common
stock options. These shares were not included in the computation of earnings
per share when the Company had a net loss due to potential common shares being
anti-dilutive.
Note 6 - New Accounting Pronouncements
Segment Reporting
Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 establishes standards for the
disclosure of segment information about services, geographic areas, and major
customers. The Company acts as an independent community financial services
provider and offers traditional banking services to individual, commercial, and
government customers. Because management of the Company views and operates the
Bank as one versus multiple segments, no segmentation of bank operations between
services, types of customers and market areas is provided.
Costs of Startup Activities
Effective January 1, 1998, the Company adopted American Institute of
Certified Public Accountants Statement of Position 98-5 (SOP 98-5), "Reporting
the Costs of Start-Up Activities." SOP 98-5 applies to all nongovernmental
entities and requires that costs of start-up activities and organization costs
be expensed as incurred.
Accounting Pronouncement Affecting Future Periods
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 is effective for fiscal years beginning after
June 15, 2000. Under SFAS 133, a company will recognize all free-standing
derivative instruments in the statement of financial position as either assets
or liabilities and will measure them at fair value. The difference between a
derivative's previous carrying amount and its fair value shall be reported as a
transition adjustment presented in net income or other comprehensive income, as
appropriate, in a manner similar to the cumulative effect of a change in
accounting principle. This statement, also determines the accounting for the
change in fair value of a derivative, depending on
9
<PAGE>
the intended use of the derivative and resulting designation. The adoption of
SFAS 133 is not expected to have a significant impact on the consolidated
financial condition or results of operations of the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations
---------------------
Rockdale National Bancshares, Inc. (the "Company") was incorporated in
Georgia on February 13, 1997 to become a bank holding company and to own and
control all of the outstanding shares of a de novo bank, Rockdale National Bank,
Conyers, Georgia (the "Bank"). In a public offering conducted during 1997, the
Company sold and issued 676,188 shares of its own $1.00 par value common stock
at $10.00 per share. Proceeds from the stock offering amounted to $6,736,384,
net of selling expenses. The Company purchased 100% of the Bank's common stock
by injecting $6.0 million into the Bank's capital accounts immediately prior to
commencement of banking operations on October 14, 1997.
Financial Condition
-------------------
Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
Total assets increased by $22,653,871 from $34,056,201 at December 31, 1998
to $56,710,072 at September 30, 1999. Gross loans increased by $19,697,679 from
$16,136,590 at December 31, 1998 to $35,834,269 at September 30, 1999. Federal
Funds sold decreased by $1,390,000 to $1,580,000. Investments rose $1,024,582
from $9,933,621 at December 31, 1998 to $10,958,203 at December 31, 1998.
Deposits rose by $20,284,714 from $28,301,588 at December 31, 1998 to
$48,586,302 at September 30, 1999. Noninterest bearing deposits increased by
$3,143,433 from $4,691,963 to $7,835,396. Interest bearing demand deposits and
money market accounts increased by $2,043,606 from $16,035,788 at December 31,
1998 to $18,079,394 at September 30, 1999. Time deposits increased $14,840,679
from $6,700,064 at December 31, 1998 to $21,540,743 at September 30, 1999. It
is management's opinion that the Bank maintains competitive deposit rates while
exercising prudent strategies in competing with local institutions.
At September 30, 1999 the Bank's equity was 9.7% of its assets, down from
16.7% at December 31, 1998 due to the net comprehensive loss and the increase in
the size of the Bank's loan portfolio. The Bank's net loan to deposit ratio
increased from 56.3% to 72.8%. Approximately 44.3% of the Bank's deposits were
in certificates of deposit, including IRAs, at September 30, 1999. At December
31, 1998, certificates of deposit, including IRAs, were 23.7% of total deposits.
The Bank maintains federal funds lines totaling $4,000,000 with three
regional banks in an effort to support short term liquidity and offset interest
rate risk in the loan or investment portfolio. The Bank is a member of the
Federal Home Loan Bank and is eligible to apply for the term advances.
Asset Quality
- -------------
A major key to long-term earnings growth is the maintenance of a high-
quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the
10
<PAGE>
Bank's customers. The goal and result of these policies and procedures is to
provide a sound basis for a new credit extensions and an early recognition of
problem assets to allow the most flexibility in their timely disposition.
Additions to the allowance for loan losses will be made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of potential risk in the loan portfolio. The amount of the loan loss provision
is determined by an evaluation of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the reserve in a given period, and assessment
of present and anticipated economic conditions. The current monthly provision
is being made based on 1.25% of average gross loans plus any provisions for
specific loans that the Bank has adversely rated.
At December 31, 1998, the allowance for loan losses amounted to $194,581.
By September 30, 1999, the allowance had grown to $460,086. The allowance for
loan losses, as a percentage of total gross loans, increased slightly from 1.21%
to 1.28% of total gross loans during the nine-month period ended September 30,
1999. Management considers the allowance for loan losses to be adequate and
sufficient to absorb possible future losses; however, there can be no assurance
that charge-offs in future periods will not exceed the allowance for loan losses
or that additional provisions to the allowance will not be required.
Liquidity and Sources of Capital
- --------------------------------
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
September 30, 1999 financial statements evidence a satisfactory liquidity
position as total cash and cash equivalents amounted to $6.6 million,
representing 11.6% of total assets. Investment securities amounted to $11.0
million, representing 19.3% of total assets; these securities provide a
secondary source of liquidity since they can be converted into cash in a timely
manner. Note that the Company's ability to maintain and expand its deposit base
and borrowing capabilities are a source of liquidity. For the nine-month period
ended September 30, 1999, total deposits increased from $28.3 million at
December 31, 1998 to $48.6 million, representing an annualized increase of
95.6%. Note, however, that the Company does not expect to maintain or duplicate
this growth rate. The Company's management closely monitors and maintains
appropriate levels of interest earning assets and interest bearing liabilities
so that maturities of assets are such that adequate funds are provided to meet
customer withdrawals and loan demand. There are no trends, demands,
commitments, events or uncertainties that will result in, or are reasonably
likely to result in, the Company's liquidity increasing or decreasing in any
material way.
Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements. Management's strategy to achieve this goal is to
retain sufficient earnings while providing a reasonable return on equity.
11
<PAGE>
The table below illustrates the Bank's and Company's regulatory capital
ratios at September 30, 1999:
<TABLE>
<CAPTION>
Minimum
September 30, regulatory
1999 requirement
------------- -----------
<S> <C> <C>
Bank
- ----
Tier 1 Capital 11.9% 4.0%
Tier 2 Capital 1.1% --
---- ---
Total risk-based capital ratio 13.0% 8.0%
==== ===
Leverage ratio 10.9% 4.0%
==== ===
Company - Consolidated
- ----------------------
Tier 1 Capital 12.9% 4.0%
Tier 2 Capital 1.1% --
---- ---
Total risk-based capital ratio 14.0% 8.0%
==== ===
Leverage ratio 10.8% 4.0%
==== ===
</TABLE>
Results Of Operations
---------------------
Net income (loss) for the three-month period ended September 30, 1999
amounted to $84,507 compared to $(85,146) for the same period in 1998. Earnings
per share for the three-month period ended September 30, 1999 were $0.12 basic
and $0.11 diluted compared to a basic and diluted loss per share of $(0.13) for
the same period in 1998. Net loss for the nine-month period ended September 30,
1999 amounted to $(34,001), or $(0.05) basic and diluted per share compared to
$(494,816) or $(0.73) basic and diluted per share for the same period in 1998.
The following is a brief discussion of the more significant components of net
income:
a. Net interest income represents the difference between interest received
on interest earning assets and interest paid on interest bearing
liabilities. Net interest income increased by $298,626 from $300,962 for
the three months ended September 30, 1998 to $599,588 for the three
months ended September 30, 1999. Net yield on earning assets increased
to 5.27% for the third quarter of 1999 from 4.20% for the third quarter
of 1998. Net interest income increased by $736,276 from $687,737 for the
nine months ended September 30, 1998 to $1,424,013 for the nine months
ended September 30, 1999. The following presents, in a tabular form, the
main components of interest earning assets and interest-bearing
liabilities for the three-month period ended September 30, 1999.
12
<PAGE>
<TABLE>
<CAPTION>
Interest Interest
Earning Assets/ Average Income/ Yield/
Bearing Liabilities Balance Cost Cost
------------------- ------------ -------- -------
<S> <C> <C> <C>
Federal funds sold............. $ 2,066,172 29,234 5.66%
Time deposits.................. 718,239 9,546 5.32
Securities..................... 10,841,816 166,386 6.14
Loans.......................... 31,859,095 787,503 9.89
----------- -------- ----
Total....................... 45,485,322 992,669 8.73
----
FHLB Advances.................. 815,217 10,274 5.04
Federal funds purchased........ 87,717 683 3.11
Deposits....................... 37,794,466 382,177 4.04
----------- -------- ----
Total....................... $38,697,400 393,134 4.06
=========== ----
Net interest income............ $599,535 4.67
======== ----
Net yield on earning assets.... 5.27%
</TABLE>
b. Other income for the three-month and nine-month periods ended September
30, 1999 amounted to $95,134 and $225,432 respectively, compared to
$39,016 and $87,412 for the same periods in 1998. On an annualized
basis, these amounts represent 0.73% and 0.68% of total average assets
for the three-months and nine-months ended September 30, 1999,
respectively. This figure is relatively low because in order to attract
new banking relationships, the Bank's fee structure and charges are low
when compared to other banks. The above fees and charges may increase in
the future.
c. Operating expenses for the three-month and nine-month periods ended
September 30, 1999 amounted to $486,031 and $1,392,942, respectively,
compared to $322,079 and $1,076,339 for the same periods in 1998. On an
annualized basis, these amounts represent 3.74% and 4.19% of total
average assets.
d. The Bank has operated at a cumulative loss since inception and therefore
it has no income tax liability.
At December 31, 1998, the allowance for loan losses amounted to $194,581.
By September 30, 1999, the allowance had grown to $460,086. The allowance for
loan losses, as a percentage of total gross loans, increased from 1.21% for the
year ended December 31, 1998 to 1.28% during the nine-month period ended
September 30, 1999. Management considers the allowance for loan losses to be
adequate and sufficient to absorb possible future losses; however, there can be
no assurance that charge-offs in future periods will not exceed the allowance
for loan losses or that additional provisions to the allowance will not be
required.
The Company is not aware of any current recommendation by the regulatory
authorities which, if they were to be implemented, would have a material effect
on the Company's liquidity, capital resources, or results of operations.
13
<PAGE>
Year 2000
- ---------
A critical issue affecting companies that rely extensively on electronic
data processing systems, such as the Company, is the Year 2000 issue. The Year
2000 issue has arisen due to the widespread use of computer programs that rely
on two-digit date codes to perform computations or decision-making functions.
Many of these programs may fail as a result of their inability to properly
interpret date codes beginning January 1, 2000. For example, such programs may
misinterpret "00" as the year 1900 rather than 2000. In addition, some
equipment, being controlled by microprocessor chips, may not deal appropriately
with the year "00." This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions or engage in similar normal business
activities.
During 1998, the Bank developed a plan to address the Year 2000 issue,
conducting a comprehensive review of the Bank's internal and external systems to
ensure that the Bank take any necessary measures to address the Year 2000
problem. The plan incorporated guidelines set forth by the OCC, FRB, and the
FFIEC. The Bank believes that its systems are currently Year 2000 compliant and
does not believe that material expenditures will be necessary to implement any
further modifications. As of September 30, 1999 the Bank had spent
approximately $6,671 to help ensure that its systems would be Year 2000
compliant. On September 20, 1999 the Bank received a rating of "satisfactory"
from the Office of the Comptroller of the Currency during its latest examination
of the Bank.
The Bank uses a third-party vendor for processing its primary banking
applications and has been notified by its vendor that its systems are Year 2000
compliant. In September 1999, the Bank received written notification from data
processor that the Office of the Comptroller of the Currency found them to be
"Satisfactory" in all key phases of their Year 2000 project. However, there can
be no assurance that unforeseen difficulties or costs will not arise. In
addition, there can be no assurance that the systems of other companies on which
the Bank's systems rely will not encounter any difficulties beginning January,
2000. To help offset this possibility, the Bank's data processing vendor has
developed contingency plans that should allow them to provide service in the
event of a crisis. To supplement this plan, the Bank has developed a
contingency plan that focuses on manual processing to enable its customers to be
served in the event of a crisis. The plan also provides for copies of documents
to be produced in case of equipment failure, utilization of security personnel
in case of security equipment failure, manual posting of transactions, hiring of
temporary additional personnel and telephone verification of information
normally received by electronic means.
The Bank also recognizes the importance of determining that its borrowers
are facing the Year 2000 problem in a timely manner to avoid deterioration of
its loan portfolio solely due to this issue. All material relationships have
been identified to assess the inherent risks. The Bank continues to work on a
one-for-one basis with any borrower who has been identified as having high Year
2000-risk exposure.
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The
14
<PAGE>
Company's actual results may differ materially from the results anticipated in
these forward-looking statements due to a variety of factors, including
governmental monetary and fiscal policies, deposit levels, loan demand, loan
collateral values, securities portfolio values and interest rate risk
management; the effects of competition in the banking business from other
commercial banks, savings and loan associations, mortgage banking firms,
consumer finance companies, credit unions, securities brokerage firms, insurance
companies, money market mutual funds and other financial institutions operating
in the Company's market area and elsewhere, including institutions operating
through the Internet; changes in government regulations relating to the banking
industry, including regulations relating to branching and acquisitions; failure
of assumptions underlying the establishment of reserves for loan losses,
including the value of collateral underlying delinquent loans, and other
factors. The Company cautions that such factors are not exclusive. The Company
does not undertake to update any forward-looking statements that may be made
from time to time by, or on behalf of, the Company.
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits. The following exhibit is filed with this Report.
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
quarter ended September 30, 1999.
15
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 12, 1999 By: /s/ William L. Daniel
----------------------------------------
William L. Daniel, President and
Chief Executive Officer
(principal executive officer)
Date: November 12, 1999 By: /s/ Brian D. Hawkins
----------------------------------------
Brian D. Hawkins, Chief Financial
Officer
(principal financial and accounting
officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ROCKDALE NATIONAL BANCSHARES, INC. FOR THE
SIX MONTH PERIOD FROM JANUARY 1, 1999 THROUGH SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,590,949
<INT-BEARING-DEPOSITS> 2,206,277
<FED-FUNDS-SOLD> 1,580,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 10,958,203
<LOANS> 35,834,269
<ALLOWANCE> (460,086)
<TOTAL-ASSETS> 56,710,072
<DEPOSITS> 48,856,302
<SHORT-TERM> 0
<LIABILITIES-OTHER> 144,589
<LONG-TERM> 2,500,000
0
0
<COMMON> 676,188
<OTHER-SE> 4,802,993
<TOTAL-LIABILITIES-AND-EQUITY> 56,710,072
<INTEREST-LOAN> 1,789,025
<INTEREST-INVEST> 456,817
<INTEREST-OTHER> 94,845
<INTEREST-TOTAL> 2,350,233
<INTEREST-DEPOSIT> 911,741
<INTEREST-EXPENSE> 926,220
<INTEREST-INCOME-NET> 1,424,013
<LOAN-LOSSES> 290,504
<SECURITIES-GAINS> 2,046
<EXPENSE-OTHER> 1,392,942
<INCOME-PRETAX> (34,001)
<INCOME-PRE-EXTRAORDINARY> (34,001)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,001)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
<YIELD-ACTUAL> 5.27
<LOANS-NON> 0
<LOANS-PAST> 221,173
<LOANS-TROUBLED> 108,170
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (194,581)
<CHARGE-OFFS> 25,000
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> (460,086)
</TABLE>
