NATCOM BANCSHARES INC
10-Q, 1998-11-16
NATIONAL COMMERCIAL BANKS
Previous: UNITED ROAD SERVICES INC, 424B3, 1998-11-16
Next: FACTUAL DATA CORP, 8-K, 1998-11-16





                                  UNITED STATES
                       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 September 30, 1998
                                       or
            [ ] 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 0-3041

                             NATCOM Bancshares, Inc.
             (Exact name of registrant as specified in its charter)



           Wisconsin                                             39-192-1969
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  1127 Tower Avenue
 Superior, Wisconsin                                                 54880
- ---------------------                                              ----------
(Address of principal                                              (Zip Code)
  executive office)


                                 (715) 394-5531
               ---------------------------------------------------
               (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 Securities Exchange Act of 1934 during the
preceding 12 month (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 share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: 71,532 shares of the Company's
Common Stock ($0.01 par value) were outstanding.



<PAGE>


                             NATCOM BANCSHARES, INC.

                                TABLE OF CONTENTS


PART I         FINANCIAL INFORMATION

Item 1.        Financial Statements:
               Consolidated Balance Sheets
                    September 30, 1998 and December 31, 1997       
               Consolidated Statements of Income
                    Three Months Ended September 30, 1998 and 1997       
               Consolidated Statements of Income
                    Nine Months Ended September 30, 1998 and 1997     
               Consolidated Statement of Stockholders' Equity
                    Nine Months Ended September 30, 1998      
               Consolidated Statements of Cash Flows
                    Nine Months Ended September 30, 1998 and 1997     
               Notes to Consolidated Financial Statements   

Item 2.        Management's Discussion and Analysis of Financial Condition
                    and Results of Operations              


PART II        OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K             

SIGNATURE                                                             

Financial Data Schedule Worksheet                                        



All other schedules and compliance information called for by the instructions to
Form 10-Q have been omitted since the required information is not present or not
present in amounts sufficient to require submission.
<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS ( in 000's of dollars)
(Unaudited)
<TABLE>

                                                                  September 30, December 31,
                                                                     1998         1997
- --------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>  
ASSETS
Cash and cash equivalents ......................................   $  8,888     $  7,816
Federal funds sold .............................................     12,000        7,720
Available-for-sale securities ..................................     53,088       49,325
Loans held for sale ............................................        112          325
Loans, less allowance for loan losses of
     1998 $1,492; 1997 $1,493 ..................................    115,141      109,989
Premises and equipment, net ....................................      1,809        1,786
Other real estate and personal property owned ..................        925          971
Accrued interest receivable and other assets ...................      2,170        1,863
                                                                   ---------------------
                                                                   $194,133     $179,795 
                                                                   =====================


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits:
         Noninterest-bearing ...................................   $ 26,515     $ 22,981  
         Interest-bearing ......................................    121,683      112,722
                                                                   ---------------------
            Total deposits .....................................    148,198      135,703

     Short-term borrowings .....................................     20,880       19,913
     Accrued interest payable and other liabilities ............      1,098        1,231
                                                                   ---------------------
            Total liabilities ..................................    170,176      156,847
                                                                   ---------------------

Commitments, Contingencies, and Credit Risk

Stockholders' Equity
     Common stock, $0.01 par value; 1,000,000 shares authorized;
         issued 1998 11,532 shares, 1997 72,000 shares .........          1            1
     Additional paid-in capital ................................      3,774        3,799
     Retained earnings .........................................     19,402       18,631
     Accumulated other comprehensive income, unrealized gain on
         available-for-sale securities, net ....................        780          517
                                                                   ---------------------
            Total stockholders' equity .........................     23,957       22,948
                                                                   ---------------------
                                                                   $194,133     $179,795
                                                                   =====================
</TABLE>
See Notes to Consolidated Financial Statements

<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (in 000's of dollars)
(Unaudited)


                                        Three Months Ended     Nine Months Ended
                                          September 30,          September 30,
                                        ----------------------------------------
                                          1998       1997       1998       1997
- --------------------------------------------------------------------------------

Interest Income
     Loans ..........................  $  2,722   $  2,575   $  8,044  $  7,705
     Securities .....................       726        769      2,111     2,322
     Federal funds sold and other ...       197         66        436       108
                                       ----------------------------------------
                                          3,645      3,410     10,591    10,135
                                       ----------------------------------------
Interest Expense
     Deposits .......................     1,246      1,217      3,699     3,625
     Short-term borrowings ..........       286        170        745       489
                                       ----------------------------------------
                                          1,532      1,387      4,444     4,114
                                       ----------------------------------------
         Net interest income ........     2,113      2,023      6,147     6,021
Provision for Loan Losses ...........        15         --         45        --
                                       ----------------------------------------
         Net interest income after
            provision for loan losses     2,098      2,023      6,102     6,021
                                       ----------------------------------------

Other Income
     Service charges and other fees .       189        159        540       428
     Securities losses, net .........        --         --         --        (3)
     Other income ...................        40         73        137       129
                                       ----------------------------------------
                                            229        232        677       554
                                       ----------------------------------------

Other Expenses
     Salaries and employee benefits .       651        649      1,951     1,949
     Occupancy expenses .............       129        134        387       401
     Other expenses .................       305        335      1,060       923
                                       ----------------------------------------
                                          1,085      1,118      3,398     3,273
                                       ----------------------------------------
         Income before income taxes .     1,242      1,137      3,381     3,302
Income Tax Expense ..................       287        312        925       937
                                       ----------------------------------------
         Net income .................  $    955   $    825   $  2,456  $  2,364
                                       ========================================
Weighted average shares
     outstanding ....................    71,532     72,000     71,792    72,000
                                       ========================================

Earnings per common share ...........  $  13.35   $  11.46   $  34.21  $  32.85
                                       ========================================

Dividends per common share ..........  $   7.00   $   7.00   $  21.00  $  21.00
                                       ========================================

Comprehensive income ................  $  1,180   $    930   $  2,719  $  2,516
                                       ========================================

See Notes to Consolidated Financial Statements

<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY (in 000's of  dollars)  
Nine Months Ended September 30, 1998
(Unaudited)
<TABLE>
                                                                                                                Unrealized
                                                                                                               Gain (Loss)
                                                                                         Additional           on Available-
                                                                                Common    Paid in    Retained    For-Sale        
                                                                                Stock     Capital    Earnings   Securities   Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>     <C>          <C>      <C>           <C>  
Balance, December 31, 1997 ..................................................   $1,800    $  2,000   $18,631    $    517    $22,948
     Net income .............................................................       --          --       762         --         762
     Net change in unrealized gain
         (loss) on available-for-sale
         securities, net ....................................................       --          --        --         (7)         (7)
     Cash dividends paid ....................................................       --          --      (504)        --        (504)
                                                                               ----------------------------------------------------
Balance, March 31, 1998 .....................................................    1,800       2,000    18,889        510      23,199
     Net income .............................................................       --          --       739         --         739
     Net change in unrealized gain
         (loss on available-for-sale
         securities, net ....................................................       --          --        --         44          44
     Cash dividends paid ....................................................       --          --      (501)        --        (501)
     Reorganization and tender offer:
         Purchase and retirement of 468
            shares of common stock
            tendered for cash ...............................................      (12)        (13)     (179)        --        (204)
         Exchange of 71,532 shares of
            NATCOM common  stock,  par value $.01, in exchange for 71,532 shares
            of National Bank of Commerce common
            stock par value $25 .............................................   (1,787)      1,787        --         --          --
                                                                               ----------------------------------------------------
Balance, June 30, 1998 ......................................................        1       3,774    18,948        554      23,277
     Net income .............................................................       --          --       955         --         955
     Net change in unrealized gain
         (loss) on available-for-sale
         securities, net ....................................................       --          --        --        226         226
     Cash dividends paid ....................................................       --          --      (501)        --        (501)
                                                                               ----------------------------------------------------
Balance, September 30, 1998 .................................................  $     1    $  3,774   $19,402    $   780    $ 23,957
                                                                               ====================================================
</TABLE>

See Notes to Consolidated Financial Statements

<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS (in 000's of dollars)
(Unaudited)
<TABLE>

                                                                          Nine Months Ended
                                                                             September 30,
                                                                         --------------------
                                                                           1998        1997
- ---------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>  
Cash Flows from Operating Activities
     Net income ......................................................   $  2,456    $  2,365 
     Adjustments to reconcile net income to cash provided by
         by operating activities:
         Net amortization and accretion of bond premiums and discounts         54          15
         Securities (gains) losses - unrealized gains before taxes ...         --           3
         Provision for loan losses ...................................         45          --
         Net decrease in loans held for sale .........................        213         126
         Depreciation ................................................        178         206
         Other .......................................................       (726)        159
                                                                         --------------------
            Net cash provided by operating activities ................      2,220       2,874
                                                                         --------------------

Cash Flows  from  Investing Activities:
   Cash flows from available-for-sale securities:
         Sales .......................................................      8,354      11,072
         Maturities ..................................................     20,808       1,430
         Purchases ...................................................    (32,419)    (10,949)
     Net increase (decrease) in federal funds sold ...................     (4,280)      3,200
     Net increase in loans ...........................................     (5,197)       (302)
     Proceeds from sale of other real estate and personal property ...         46          --
     Purchases of bank premises and equipment ........................       (200)        (44)
                                                                         --------------------
            Net cash provided by (used in) investing activities ......    (12,888)      4,407
                                                                         --------------------

Cash Flows from Financing Activities
     Net increase (decrease) in deposits .............................     12,495      (7,039)
     Net proceeds from short-term borrowings .........................        967       2,501
     Retirement of common stock ......................................       (204)         --
     Cash dividends paid .............................................     (1,506)     (1,512)
                                                                         --------------------
            Net cash provided by (used in) financing activities ......     11,752      (6,050)
                                                                         --------------------

            Increase in cash and cash equivalents ....................      1,084       1,231

Cash and cash equivalents:
     Beginning .......................................................      7,804       9,294
                                                                         --------------------
     Ending ..........................................................   $  8,888    $ 10,525
                                                                         ====================
</TABLE>
See Notes to Consolidated Financial Statements

<PAGE>

NATCOM BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1998



Note 1.  Summary of Significant Accounting Policies

NATCOM  Bancshares,  Inc. (the Company) was  incorporated  under the laws of the
state of  Wisconsin  on January 23,  1998 for the  purpose of becoming  the bank
holding  company  of  National  Bank of  Commerce  in  Superior  (the  Bank)  in
connection  with a  reorganization  whereby (i) the Bank  became a  wholly-owned
subsidiary of the Company and (ii) shareholders of the Bank became  shareholders
of the Company.  The Company and Bank have received regulatory approval from the
Office of the  Comptroller of the Currency and the Federal  Reserve Bank for the
reorganization. The reorganization was consummated on June 1, 1998.

The consolidated  financial  statements included herein are for the Company, the
Bank and the Bank's wholly-owned subsidiary,  NATCOM Investment Corporation. The
reorganization  has been  accounted  for similar to a pooling of  interests  for
companies under common control. Accordingly, the historical financial statements
have been retroactively  restated to give effect to the reorganization as of the
beginning of the earliest period presented.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-Q. Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted  accounting  principles  for  complete  financial  statements.  Interim
results are not necessarily indicative of results for a full year.

A summary of the Company's significant  accounting policies is presented on page
F-7 (not shown) of its Registration Statement on Form S-4 (No. 333-47579). Users
of financial information produced for interim periods are encouraged to refer to
the footnotes  contained in Registration  Statement on Form S-4 (No.  333-47579)
when reviewing interim financial  results.  There has been no material change in
the accounting policies followed by the Company during 1998.

In the opinion of management,  the  accompanying  interim  financial  statements
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments,  necessary to present fairly the consolidated  financial  position,
results  of  operations,   cash  flows,  and  shareholders'   equity  of  NATCOM
Bancshares, Inc. 

Note 2. Earnings Per Share

Earnings  per  share  are based on  weighted  number  of shares of common  stock
outstanding  during each period. The number of shares used in the calculation of
earnings per share are as follows:
                                                    
                                                            September 30,  
                                                      --------------------------
                                                        1998               1997
                                                      --------------------------

Quarter ending ...........................            $71,532            $72,000
Nine months ending .......................             71,792             72,000


Note 3.  Regulatory Capital Requirements

At September 30, 1998, the Company met  each of three current minimum regulatory
capital  requirements.  The following table summarizes the Company's  regulatory
capital position at September 30, 1998:

                                                            Actual      Required
                                                            --------------------
Total capital (to risk weighted assets) ...............      19.2%        8.0%
Tier I capital (to risk weighted assets) ..............      18.0%        4.0%
Tier I capital (to average assets) ....................      11.9%        4.0%
<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATIONS
Item 2

General:  The Company's net earnings are dependent primarily on its net interest
income,   which  is  the  difference   between  interest  earned  on  loans  and
investments,  and the interest paid on interest-bearing  liabilities,  primarily
deposits.  Net interest  income is determined by (i) the difference  between the
yield  earned on  interest  earning  assets and rates  paid on  interest-bearing
liabilities  ("interest rate spread") and (ii) the relative  amounts of interest
earning assets and  interest-bearing  liabilities.  The Company's  interest rate
spread is also affected by regulatory,  economic,  and competitive  factors that
influence  interest  rates,  loan demand,  and deposit flows.  The Company's net
earnings  are also  affected by the  generation  of  noninterest  income,  which
primarily  consists of fees and service charges.  In addition,  net earnings are
affect by the level of operating expenses and provisions for loan losses.

The operations of financial institutions,  including the Bank, are significantly
affected by prevailing economic  conditions,  competition,  regulatory policies,
and the  monetary  and fiscal  policies of the U.S.  Government  and  government
agencies.  Lending  activities  are  influenced by the demand for, and supply of
housing,  competition  among  lenders,  the  level  of  interest  rates  and the
availability  of  funds.  Deposit  flows  and cost of funds  are  influenced  by
prevailing market rates of interest primarily on competing investments,  account
maturities  and the levels of personal  income and savings in the market area of
the Bank.

Year 2000 Issues:  The Year 2000 Issue is the result of computer  programs being
written using two digits rather than four to define the applicable  year. Any of
the Bank's computer programs that have  date-sensitive  software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a  system  failure  or  miscalculations   causing   disruptions  of  operations,
including,  among other things, a temporary  inability to process  transactions,
calculate interest accruals, or engage in similar normal business activities.

In 1997 the  Company  adopted a policy and  appointed  a  committee  to actively
manage  its  Y2K  planning,   allocation  and  monitoring   efforts,   including
measurement  of internal and external  risks.  The policy  established a process
which included the following: problem assessment, identify risk, accountability,
scheduling, strategic planning, allocation of resources, internal communication,
vendor  certifications,  contingency  planning,  third party risk assessment and
communication and internal reporting.

The Company has identified its core processing applications as mission critical.
Upgrades to the Company's core processing  system  including a new teller system
were completed in September 1998. testing of the core processing system began in
September  1998.  Contingency  planning is under  development and is expected to
include service bureaus who provide core processing capabilities.
Testing of non-critical systems will be completed by June 30, 1999.

The  Company has  contacted  each major loan  customer  and is in the process of
completing  due  diligence  inquiries  regarding  the  customer's  Y2K risks and
efforts.  Customers  classified as high risk will be closely monitored to verify
Y2K  preparedness.  The Company has  contacted its major third party venders who
have stated that they intend to be Y2K compliant by 2000.

The  Company  believes is will cost  approximately  $223,000 to upgrade its core
processing  system and make other  necessary  changes.  This  estimate  does not
include  any amount for the many staff hours that have been and will be required
to complete this process.

The Company presently  believes that with modifications to existing software and
conversions to new software,  the Year 2000 Issue can be mitigated.  However, if
such  modifications  and conversions are not made, or are not completed  timely,
the Year 2000  Issue  could  have a  material  impact on the  operations  of the
Company.
<PAGE>


Financial  Condition:  Total assets  increased by $14.34 million,  or 8.0%, from
$179.80  million at December 31, 1997, to $194.13 million at September 30, 1998.
The  increase  was  primarily  due  to an  increase  in  net  loans  receivable,
available-for-sale   securities,   federal   funds  sold,   and  cash  and  cash
equivalents.  Cash and cash  equivalents  totaled $8.89 million at September 30,
1998,  an increase of $1.07  million or 13.7% from  December 31,  1997.  Federal
funds sold  increased  $4.28 million or 55.4% from $7.72 million at December 31,
1997 to $12.0 million at September 30, 1998. The  available-for-sale  securities
portfolio  increased $3.76 million,  or 7.6% from $49.33 million at December 31,
1997 to $53.01  million at September 30, 1998.  Net loans  receivable  increased
$5.15  million or 4.7%,  from  $109.99  million at December  31, 1997 to $115.14
million at September 30, 1998. This increase was due primarily to an increase in
commercial and commercial real estate lending activity.

Deposits increased by $12.50 million,  or 9.2%, from $135.70 million at December
31,  1997,  to $148.20  million at  September  30,  1998.  The  increase was due
primarily  to an  increase  in  money  market  accounts  and  business  checking
accounts.

Borrowings increased $0.97 million, or 4.86%, from 19.91 million at December 31,
1997, to $20.88 million at September 30, 1998.

Stockholders'  equity  increased during the nine months ended September 30, 1998
by $1.01  million or 4.4%,  from $22.95  million at December 31, 1997, to $23.96
million at  September  30,  1998.  The  increase  was  primarily a result of net
earnings of $2.46 million and a net increase in the unrealized gain on available
for sale  securities  of $0.26  million,  partially  offset  by a $1.51  million
dividend paid on common stock and a $0.20 million redemption of common stock.

Net  Earnings:  Net  earnings for the three  months  ended  September  30, 1998,
increased $130,000 or 15.8% from the three months ended September 30, 1997, from
$825,000 to $955,000, respectively. This increase was primarily the result of an
increase in net interest income and a decrease in noninterest expense, partially
offset by an increase in the provision  for loan losses  during the period.  Net
earnings for the nine months ended September 30, 1998, increased $91,000 or 3.9%
compared to the nine months  ended  September  30, 1997,  from $2.37  million to
$2.46 million,  respectively.  The increase was primarily due to and increase in
net interest income and noninterest  income,  partially offset by an increase in
the provision for loan losses and noninterest expense.

Net Interest  Income:  Net interest income  increased by $90,000 or 4.5% for the
three  months  ended  September  30,  1998,  compared to the three  months ended
September 30, 1997. The Company increased its average interest earning assets by
$17.35 million or 10.5%, due primarily to increased loan demand and an increased
use of leveraged  borrowings,  while the net interest margin decreased from 4.9%
for the three months ended September 30, 1997 to 4.6% for the three months ended
September 30, 1998.  Net interest  income  increased by $126,000 or 2.1% for the
nine  months  ended  September  30,  1998,  compared  to the nine  months  ended
September 30, 1997. The Company increased its average interest earning assets by
$12.24  million or 7.4%, due primarily to increased loan demand and an increased
use of leveraged  borrowings,  while the net interest margin decreased from 4.9%
for the nine months ended  September  30, 1997 to 4.7% for the nine months ended
September 30, 1998

Interest  Income:  Interest  income  increased  by  $235,000  or 6.9% from $3.41
million for the three months ended  September  30, 1997 to $3.65 million for the
three  months ended  September  30,  1998.  The  increase in interest  income is
primarily  a result of a $17.35  million  increase in average  interest  earning
assets,  partially  offset by a 35 basis point  decrease in the average yield on
interest earning assets between  periods.  Interest income increased by $456,000
or 4.5% from  $10.14  million for the nine months  ended  September  30, 1997 to
$10.59  million for the nine months ended  September  30, 1998.  The increase in
interest  income is primarily a result of a $12.24  million  increase in average
interest  earning assets,  partially  offset by a 26 basis point decrease in the
average yield on interest earning assets between periods.

Interest  Expense:  Interest  expense  increased by $145,000 or 10.5% from $1.39
million for the three months ended  September  30, 1997 to $1.53 million for the
three  months ended  September  30,  1998.  The increase in interest  expense is
primarily  a result of an  increase  in the  average  cost of  interest  bearing
liabilities  from 4.2% for the three months ended September 30, 1997 to 4.3% for
the three months ended  September  30, 1998,  and a $11.31  million  increase in
average interest bearing liabilities between periods. Interest expense increased
by $330,000 or 8.0% from $4.11  million for the nine months ended  September 30,
1997 to $4.44 million for the nine months ended September 30, 1998. The increase
in interest expense is primarily a result of a $4.72 million increase in average
interest  bearing  liabilities  along  with an 18 basis  point  increase  in the
average cost of interest bearing liabilities from 4.1% for the nine months ended
September 30, 1997 to 4.3% for the nine months ended September 30, 1998.
<PAGE>


Provision  for Loan  Losses:  The Bank's  provision  for loan  losses  increased
$15,000 for the three  months  ended  September  30, 1998 over the three  months
ended September 30, 1997. The Bank's provision for loan losses increased $45,000
for the nine  months  ended  September  30,  1998  over the  nine  months  ended
September  30, 1997.  Adjustments  to the Bank's  provision for loan losses is a
result of management's ongoing evaluation of the loan portfolio.

Noninterest  Income:  Total noninterest  income decreased by $3,000 or 1.3% from
$232,000 for the three months ended September 30, 1997 to $229,000 for the three
months ended  September  30, 1998.  This decrease was primarily due to a $33,000
decrease in other noninterest income,  partially offset by a $30,000 increase in
fees and service  charges.  Total  noninterest  income  increased by $123,000 or
22.2% from $554,000 for the nine months ended September 30, 1997 to $677,000 for
the nine months ended  September 30, 1998. This increase was primarily due to an
$112,000  increase in fees and service charges,  a $3,000 decrease in net losses
on the sale of securities,  and an $8,000 increase in other non interest income.
Noninterest Expense: Total noninterest expense decreased by $33,000 or 3.0% from
$1.12 million for the three months ended September 30, 1997 to $1.09 million for
the three months ended  September 30, 1998.  This decrease was primarily for the
following reasons:  (i) a $2,000 increase in compensation and employee benefits,
(ii) a $5,000 decrease in occupancy  expense and (iii) a $30,000 net decrease in
various  other  noninterest  expense   categories.   Total  noninterest  expense
increased  by  $124,000 or 3.8% from $3.27  million  for the nine  months  ended
September  30, 1997 to $3.40  million for the nine months  ended  September  30,
1998.  This  increase  was  primarily  a  $136,000  increase  in  various  other
noninterest  expense  categories,  partially  offset  by a $14,000  decrease  in
occupancy expenses.

Income  Tax  Expense:  Income  tax  expense  decreased  by  $25,000 or 8.0% from
$312,000 for the three months ended September 30, 1997 to $287,000 for the three
months ended September 30, 1998. Income tax expense increased by $12,000 or 1.3%
from  $937,000 for the nine months ended  September 30, 1997 to $925,000 for the
nine months ended September 30, 1998.

Liquidity  and Capital  Resources:  The  Company's  primary  source of funds for
operations are deposits from its market area; principal and interest payments on
loans,  securities  available for sale and federal funds sold; proceeds from the
sale or maturation of securities  and loans;  advances from the FHLB of Chicago,
and retail repurchase agreements. While maturities and scheduled amortization of
loans  and  securities  are  predictable  sources  of funds,  deposit  flows and
mortgage prepayments are greatly influenced by general interest rates,  economic
conditions, and competition.

The  primary  investing  activities  of  the  Company  are  the  origination  of
commercial,  residential  mortgage  and  consumer  loans  and  the  purchase  of
securities.  During the nine months ended  September 30, 1998 the Company's loan
originations totaled $38.70 million. The Company purchased investment securities
during the nine months ended September 30, 1998 of $32.42 million.

The primary financing  activity of the Company is the attraction of deposits and
secured  borrowings.  During the nine months ended  September 30, 1998, the Bank
experienced a net increase in deposits of $12.50 million.

The Company has utilized retail repurchase agreements as a source of funding. At
September 30, 1998,  repurchase  agreements  totaled $13.32 million  compared to
$16.40 million at December 31, 1997.

The Company has the ability to borrow  additional funds from the FHLB of Chicago
by pledging  additional mortgage loans. At September 30, 1998 the Company had an
undrawn  borrowing  capacity with the FHLB for $40.17 million.  At September 30,
1998 the Company had borrowings  outstanding  from the FHLB of Chicago for $6.95
million.  Other sources of liquidity  include the sale of securities held in the
available  for  sale  portfolio,  federal  funds  borrowing  from  nonaffiliated
financial institutions, and a $1.5 million note option with the U.S. Treasury.

The Company's most liquid assets are cash and cash equivalents and federal funds
sold  which  consist of  short-term  highly  liquid  investments  with  original
maturities  of less than three  months  that are  readily  convertible  to known
amounts  of cash and  interest-bearing  deposits.  The level of these  assets is
dependent on the Company's operating, financing, and investing activities during
any given period. At September 30, 1998, cash and cash equivalents totaled $8.89
million and federal funds sold totaled $12.00 million.

The Company anticipates that it will have sufficient funds available to meet its
current commitments. At September 30, 1998 the Company had commitments to extend
credit of $35.77 million. Certificates of deposits which are scheduled to mature
in one year or less at September  30, 1998 totaled  $40.17  million.  Management
believes  that a  significant  portion of such  deposits  will  remain  with the
Company.
<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARIES

EXHIBITS AND REPORTS ON FORM 8-K
Item 6

     

(a)      Exhibits

         (27)  Financial Data Schedule for the period ended September 30, 1998

(b)      Reports on Form 8-K

         None.



<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARIES



                                   SIGNATURE


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.

NATCOM Bancshares, Inc.


\S\ DANIEL N. WALLIN
- -------------------------------------
Daniel N. Wallin
President

Dated this 16th day of November, 1998.





<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE SEPTEMBER
30, 1998 FORM 10-Q FOR NATCOM BANCSHARES, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                           8,888
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                12,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     53,088
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        116,745
<ALLOWANCE>                                      1,492
<TOTAL-ASSETS>                                 194,133
<DEPOSITS>                                     148,198
<SHORT-TERM>                                    20,880
<LIABILITIES-OTHER>                              1,098
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             1
<OTHER-SE>                                      23,956
<TOTAL-LIABILITIES-AND-EQUITY>                 194,133
<INTEREST-LOAN>                                  8,044
<INTEREST-INVEST>                                2,111
<INTEREST-OTHER>                                   436
<INTEREST-TOTAL>                                10,591
<INTEREST-DEPOSIT>                               3,699
<INTEREST-EXPENSE>                               4,444
<INTEREST-INCOME-NET>                            6,147
<LOAN-LOSSES>                                       45
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  3,398
<INCOME-PRETAX>                                  3,381
<INCOME-PRE-EXTRAORDINARY>                       2,456
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,456
<EPS-PRIMARY>                                    34.21
<EPS-DILUTED>                                    34.21
<YIELD-ACTUAL>                                     3.9
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,493
<CHARGE-OFFS>                                       60
<RECOVERIES>                                        14
<ALLOWANCE-CLOSE>                                1,492
<ALLOWANCE-DOMESTIC>                             1,492
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            452
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission