NATCOM BANCSHARES INC
10-Q, 1998-08-14
NATIONAL COMMERCIAL BANKS
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                                  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 June 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
                    June 30, 1998 and December 31, 1997       
               Consolidated Statements of Income
                    Three Months Ended June 30, 1998 and 1997    
               Consolidated Statements of Income
                    Six Months Ended June 30, 1998 and 1997      
               Consolidated Statement of Stockholders' Equity
                    Six Months Ended June 30, 1998            
               Consolidated Statements of Cash Flows
                    Six Months Ended June 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 5.      Other Matters                           

  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>
                                                                      June 30, December 31,
                                                                        1998        1997
- -------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>  
ASSETS
Cash and cash equivalents .........................................   $ 10,040   $  7,816
Federal funds sold ................................................      6,536      7,720
Available-for-sale securities .....................................     50,296     49,325
Loans held for sale ...............................................        135        325
Loans, less allowance for loan losses of  1998 $1,484 ; 1997 $1,493    116,535    109,989
Premises and equipment, net .......................................      1,767      1,786
Other real estate and personal property owned .....................      1,016        971
Accrued interest receivable and other assets ......................      2,101      1,863
                                                                      -------------------
                                                                      $188,426   $179,795
                                                                      ===================


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits:
         Noninterest-bearing ......................................   $ 26,246   $ 22,981
         Interest-bearing .........................................    117,998    112,722
                                                                      -------------------
            Total deposits ........................................    144,244    135,703

     Short-term borrowings ........................................     19,563     19,913
     Accrued interest payable and other liabilities ...............      1,342      1,231
                                                                      -------------------
            Total liabilities .....................................    165,149    156,847
                                                                      -------------------

Commitments, Contingencies, and Credit Risk

Stockholders' Equity
     Common stock, $0.01 par value; 1,000,000 shares authorized;
         issued 1998 71,532 shares, 1997 72,000 shares ............          1          1
     Additional paid-in capital ...................................      3,774      3,799
     Retained earnings ............................................     18,948     18,631
     Accumulated other comprehensive income, unrealized gain on
         available-for-sale securities, net .......................        554        517
                                                                      -------------------
            Total stockholders' equity ............................     23,277     22,948
                                                                      -------------------
                                                                      $188,426   $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)
<TABLE>
                                                         Three Months Ended June 30,      Six Months Ended June 30,
                                                         ---------------------------      -------------------------
                                                              1998           1997            1998             1997
- --------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>             <C>             <C>    
Interest Income
     Loans ........................................        $  2,717        $  2,614        $  5,322        $  5,130
     Securities ...................................             684             753           1,385           1,553
     Federal funds sold and other .................              74               2             239              42
                                                           --------------------------------------------------------
                                                              3,475           3,369           6,946           6,725
                                                           ---------------------------------------------------------

Interest Expense
     Deposits .....................................           1,240           1,206           2,453           2,408
     Short-term borrowings ........................             219             154             459             319
                                                           --------------------------------------------------------
                                                              1,459           1,360           2,912           2,727
                                                           --------------------------------------------------------
         Net interest income ......................           2,016           2,009           4,034           3,998

Provision for Loan Losses .........................              15               0              30               0
                                                           --------------------------------------------------------
         Net interest income after
            provision for loan losses .............           2,001           2,009           4,004           3,998
                                                           --------------------------------------------------------

Other Income
     Service charges and other fees ...............             181             110             351             269
     Securities losses, net .......................               0               0               0              (3)
     Other income .................................              47              24              97              56
                                                           --------------------------------------------------------
                                                                228             134             448             322
                                                           --------------------------------------------------------

Other Expenses
     Salaries and employee benefits ...............             650             728           1,300           1,300
     Occupancy expenses ...........................             129             131             258             267
     Other expenses ...............................             399             273             755             589
                                                           --------------------------------------------------------
                                                              1,178           1,132           2,313           2,156
                                                           --------------------------------------------------------

         Income before income taxes ...............           1,051           1,011           2,139           2,164

Income Tax Expense ................................             312             316             638             625
                                                           --------------------------------------------------------
         Net income ...............................        $    739        $    695        $  1,501        $  1,539
                                                           ========================================================

Weighted average shares
     outstanding ..................................          71,743          72,000          71,871          72,000
                                                           ========================================================

Earnings per common share .........................        $  10.30        $   9.65        $  20.88        $  21.38
                                                           ========================================================

Dividends per common share ........................        $   7.00        $   7.00        $  14.00        $  14.00
                                                           ========================================================

Comprehensive income ..............................        $    783        $    870        $  1,538        $  1,609
                                                           ========================================================
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>



NATCOM BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in 000's of dollars) Six Months
Ended June 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 .......................................            0             0           762             0           762
Net change in unrealized gain
     (loss on available-for-sale
     securities, net .............................            0             0             0            (7)           (7)
Cash dividends paid ..............................            0             0          (504)            0          (504)
                                                       ----------------------------------------------------------------
Balance, March 31, 1998 ..........................        1,800         2,000        18,889           510        23,199

Net income .......................................            0             0           739             0           739
Net change in unrealized gain
     (loss on available-for-sale
     securities, net .............................            0             0             0            44            44
Cash dividends paid ..............................            0             0          (501)            0          (501)
Reorganization and tender offer:
     Purchase and retirement of 468
         shares of common stock
         tendered for cash .......................          (12)          (13)         (179)            0          (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             0             0             0
                                                       ----------------------------------------------------------------
Balance, June 30, 1998 ...........................     $      1      $  3,774      $ 18,948       $   554      $ 23,277 
                                                       ================================================================
</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>
                                                                    Six Months Ended 
                                                                         June 30,
                                                                  --------------------
                                                                    1998        1997
- --------------------------------------------------------------------------------------
<S>                                                               <C>         <C> 
Cash Flows from Operating Activities
     Net income ...............................................   $  1,501    $  1,539
     Adjustments to reconcile net income to cash
         provided by operating activities:
         Net amortization and accretion of bond
            premiums and discounts ............................         42           2
         Securities (gains) losses ............................          0          14
         Provision for loan losses ............................         30           0
         Net (increase) decrease in loans held for sale .......        190         (54)
         Depreciation .........................................        119         139
         Other ................................................       (220)         66
                                                                  --------------------
            Net cash provided by operating activities .........      1,662       1,706
                                                                  --------------------

Cash Flows from Investing Activities  
     Cash flows from available-for-sale securites:
         Sales ................................................      3,354       8,274
         Maturities ...........................................     18,366       1,080
         Purchases ............................................    (22,649)     (5,014)
     Net decrease in federal funds sold .......................      1,184       3,994
     Net increase in loans ....................................     (6,576)     (5,133)
     Purchases of bank premises and equipment .................        (99)        (29)
                                                                  --------------------
            Net cash used in investing activities .............     (6,420)      3,172
                                                                  --------------------

Cash Flows from Financing Activities
     Net increase (decrease) in deposits ......................      8,541      (3,692)
     Net proceeds from short-term borrowings ..................       (350)        613
     Retirement of common stock ...............................       (204)          0
     Cash dividends paid ......................................     (1,005)     (1,008)
                                                                  --------------------
            Net cash provided by (used in) financing activities      6,982      (4,087)
                                                                  --------------------

            Decrease in cash and cash equivalents .............      2,224         791

Cash and cash equivalents:
     Beginning ................................................      7,816       9,294
                                                                  --------------------
     Ending ...................................................   $ 10,040    $ 10,085
                                                                  ====================
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 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:

                                                   June 30, 1998   June 30, 1997
                                                   -------------   -------------

Quarter ending ...........................            $71,743          $72,000
Six months ending ........................             71,871           72,000


Note 3.  Regulatory Capital Requirements

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

                                                       Actual           Required
                                                       ------           --------

Total capital (to risk weighted assets) ......          17.7%             8.0%
Tier I capital (to risk weighted assets) .....          16.6%             4.0%
Tier I capital (to average assets) ...........          12.2%             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.

Based on a recent  assessment,  the Bank  determined that it will be required to
upgrade or replace  some  portions  of its  software  and  hardware  so that its
computer  systems will properly utilize dates beyond December 31, 1999. The Bank
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 Bank.

Based on the review of the  computer  systems,  management  does not believe the
cost of remediation  will be material to the Bank's  financial  statements.  All
mission  critical systems are expected to be Year 2000 compliant by December 31,
1998.

Financial  Condition:  Total assets  increased by $8.63 million,  or 4.8%,  from
$179.80  million at December 31, 1997, to $188.43  million at June 30, 1998. The
increase   was   primarily   due  to  an  increase  in  net  loans   receivable,
available-for-sale  securities, and cash and cash equivalents,  partially offset
by a decrease in federal funds sold.  Cash and cash  equivalents  totaled $10.04
million at June 30, 1998,  an increase of $2.22  million or 28.5% from  December
31, 1997. Federal funds sold decreased $1.18 million or 15.3% from $7.72 million
at December 31, 1997 to $6.54 million at June 30, 1998.  The  available-for-sale
securities  portfolio  increased  $0.97 million,  or 2.0% from $49.33 million at
December  31,  1997 to $50.30  million at June 30,  1998.  Net loans  receivable
increased  $6.55 million or 6.0%,  from $109.99  million at December 31, 1997 to
$116.54 million at June 30, 1998. This increase was due primarily to an increase
in residential real estate and commercial lending activity.

Deposits  increased by $8.54 million,  or 6.3%, from $135.70 million at December
31, 1997, to $144.24 million at June 30, 1998.

Borrowings  decreased $0.35 million, or 1.8%, from 19.91 million at December 31,
1997, to $19.56 million at June 30, 1998.

Stockholders'  equity  increased  during the six months  ended June 30,  1998 by
$0.33  million or 1.4%,  from $22.95  million at December  31,  1997,  to $23.28
million at June 30, 1998. The increase was primarily a result of net earnings of
$1.50 million, partially offset by a $1.01 million dividend paid on common stock
and a $0.20 million redemption of common stock.
<PAGE>


Net Earnings:  Net earnings for the three months ended June 30, 1998,  increased
$44,000 or 6.3% from the three  months  ended June 30,  1997,  from  $695,000 to
$739,000, respectively. This increase was primarily the result of an increase in
noninterest  income,  partially  offset by an increase in the provision for loan
losses and  noninterest  expense  during the period.  Net  earnings  for the six
months ended June 30, 1998, decreased $38,000 or 2.5% compared to the six months
ended June 30, 1997,  from $1.54  million to $1.50  million,  respectively.  The
decrease  was  primarily  due to and  increase  in  noninterest  expense and the
provision  for loan  losses,  partially  offset by an  increase  in  noninterest
income.

Net Interest  Income:  Net interest  income  increased by $7,000 or 0.4% for the
three months  ended June 30,  1998,  compared to the three months ended June 30,
1997.  The Company  increased  its  average  interest  earning  assets by $10.72
million or 6.6%,  due primarily to the increase in leveraged  borrowings,  while
the net interest margin  decreased from 5.0% for the three months ended June 30,
1997 to 4.7% for the three  months  ended June 30,  1998.  Net  interest  income
increased by $36,000 or 0.9% for the six months ended June 30, 1998, compared to
the six months ended June 30, 1997. The Company  increased its average  interest
earning  assets by $9.65  million or 5.9%,  due  primarily  to the  increase  in
leveraged borrowings,  while the net interest margin decreased from 4.8% for the
six months ended June 30, 1997 to 4.6% for the six months ended June 30, 1998

Interest  Income:  Interest  income  increased  by  $106,000  or 3.2% from $3.37
million for the three months ended JUNE 30, 1997 to $3.48 million for the three
months  ended June 30,  1998.  The  increase in interest  income is  primarily a
result  of a  $10.72  million  increase  in  average  interest  earning  assets,
partially  offset by a 27 basis point  decrease in the average yield on interest
earning assets between  periods.  Interest income  increased by $221,000 or 3.3%
from $6.73  million for the six months ended June 30, 1997 to $6.95  million for
the six months ended June 30, 1998. The increase in interest income is primarily
a result  of a $9.65  million  increase  in  average  interest  earning  assets,
partially  offset by a 16 basis point  decrease in the average yield on interest
earning assets between periods.

Interest  Expense:  Interest  expense  increased  by  $99,000 or 7.3% from $1.36
million for the three months ended June 30, 1997 to $1.46  million for the three
months  ended June 30,  1998.  The  increase in interest  expense is primarily a
result of a decrease in the average cost of interest  bearing  liabilities  from
4.0% for the three months ended June 30, 1997 to 4.4% for the three months ended
June 30, 1998,  partially offset by a $2.98 million decrease in average interest
bearing liabilities  between periods.  Interest expense increased by $185,000 or
6.8% from $2.73  million for the six months ended June 30, 1997 to $2.91 million
for the six months  ended June 30,  1998.  The  increase in interest  expense is
primarily  a result of a $1.37  million  increase  in average  interest  bearing
liabilities  along with an  increase in the  average  cost of  interest  bearing
liabilities from 4.1% for the six months ended June 30, 1997 to 4.3% for the six
months ended June 30, 1998.

Provision  for Loan  Losses:  The Bank's  provision  for loan  losses  increased
$15,000 for the three  months  ended June 30, 1998 over the three  months  ended
June 30, 1997. The Bank's  provision for loan losses  increased  $30,000 for the
six  months  ended  June 30,  1998  over the six  months  ended  June 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 increased by $94,000 or 70.2% from
$134,000  for the three  months  ended June 30, 1997 to  $228,000  for the three
months  ended  June 30,  1998.  This  increase  was  primarily  due to a $71,000
increase  in fees and  service  charges  and a  $23,000  increase  in other  non
interest income.  Total  noninterest  income increased by $126,000 or 39.1% from
$322,000  for the six months  ended June 30, 1997 to $448,000 for the six months
ended June 30, 1998.  This increase was primarily due to an $82,000  increase in
fees  and  service  charges,  a $3,000  decrease  in net  losses  on the sale of
securities, and a $41,000 increase in other non interest income.
<PAGE>


Noninterest Expense: Total noninterest expense increased by $46,000 or 4.1% from
$1.13  million for the three months ended June 30, 1997 to $1.18 million for the
three months ended June 30, 1998.  This increase was primarily for the following
reasons: (i) a $78,000 decrease in compensation and employee benefits,  due to a
change in the  timing  of  recognizing  incentive  compensation  in fiscal  1998
compared  to 1997,  (ii) a $2,000  decrease  in  occupancy  expense  and (iii) a
$126,000  increase  in  various  other  noninterest  expense  categories.  Total
noninterest expense increased by $157,000 or 7.3% from $2.16 million for the six
months  ended June 30, 1997 to $2.31  million for the six months  ended June 30,
1998.  This  increase  was  primarily  a  $166,000  increase  in  various  other
noninterest  expense  categories,  partially  offset  by a  $9,000  decrease  in
occupancy expenses.

Income Tax Expense: Income tax expense decreased by $4,000 or 1.3% from $316,000
for the three  months ended June 30, 1997 to $312,000 for the three months ended
June 30, 1998. Income tax expense increased by $13,000 or 2.1% from $625,000 for
the six months ended June 30, 1997 to $638,000 for the six months ended June 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 six  months  ended  June 30,  1998 the  Company's  loan
originations totaled $24.5 million. The Company purchased investment  securities
during the six months ended June 30, 1998 of $22.65 million.

The primary financing  activity of the Company is the attraction of deposits and
secured  borrowings.  During  the six  months  ended  June  30,  1998,  the Bank
experienced a net increase in deposits of $8.54 million.

The Company has utilized retail repurchase agreements as a source of funding. At
June 30, 1998,  repurchase  agreements totaled $11.07 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 June 30,  1998 the Company had an
undrawn  borrowing  capacity with the FHLB for $14.12 million.  At June 30, 1998
the  Company  had  borrowings  outstanding  from the FHLB of  Chicago  for $7.00
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 June 30, 1998,  cash and cash  equivalents  totaled $10.04
million and federal funds sold totaled $6.54 million.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  At June 30, 1998 the Company  had  commitments  to extend
credit of $32.67 million. Certificates of deposits which are scheduled to mature
in one year or less at June 30, 1998 totaled $41.27 million. Management believes
that a significant portion of such deposits will remain with the Company.
<PAGE>


NATCOM BANCSHARES, INC. AND SUBSIDIARIES

OTHER INFORMATION
Item 5


At a Special  Meeting  of the  shareholders  of  National  Bank of  Commerce  in
Superior ("Bank") held on May 11, 1998, the shareholders  approved the Agreement
and Plan of Merger  dated as of January 27,  1998  ("Merger  Agreement")  by and
among NATCOM Bancshares, Inc. ("Holding Company"), the Bank and National Interim
Bank of Commerce in Superior  whereby (i) National Bank of Commerce in Superior,
as the  national  bank  resulting  from the merger  under the Merger  Agreement,
became a wholly-owned subsidiary of the Holding Company and (ii) shareholders of
the Bank became  shareholders of the Holding Company.  Of the 72,000 outstanding
shares  of common  stock of the Bank  (which  is the only  capital  stock of the
Bank), 60,773 shares were voted in favor of, 664 shares were voted against,  and
680 shares abstained from voting on, the Merger. There were no broker non-votes.
The merger became effective on June 1, 1998.



<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 June 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 14th day of August, 1998.





<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFROMATION EXTRACTED FROM THE JUNE 30,
1998 10-Q OF NATCOM BANCSHARES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          10,040
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 6,536
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     50,296
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        118,019
<ALLOWANCE>                                      1,484
<TOTAL-ASSETS>                                 188,426
<DEPOSITS>                                     144,244
<SHORT-TERM>                                    19,563
<LIABILITIES-OTHER>                              1,342
<LONG-TERM>                                          0
                                0
                                          0
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<TOTAL-LIABILITIES-AND-EQUITY>                 188,426
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<INTEREST-TOTAL>                                 6,946
<INTEREST-DEPOSIT>                               2,453
<INTEREST-EXPENSE>                               2,912
<INTEREST-INCOME-NET>                            4,034
<LOAN-LOSSES>                                       30
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  2,313
<INCOME-PRETAX>                                  2,139
<INCOME-PRE-EXTRAORDINARY>                       1,501
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,501
<EPS-PRIMARY>                                    20.88
<EPS-DILUTED>                                    20.88
<YIELD-ACTUAL>                                    4.64
<LOANS-NON>                                          0
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<ALLOWANCE-CLOSE>                                1,484
<ALLOWANCE-DOMESTIC>                             1,484
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            531
        

</TABLE>


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