U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A
For the Quarter Ended September 30, 1999
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from ___________________ to
__________________
Commission file number 0-12724
Belmont Bancorp
An Ohio Corporation
IRS Employer ID number - 34-1376776
325 Main Street
Bridgeport, Ohio 43912
Telephone (740) 695-3323
Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months, and (2) has
been subject to such filing requirements for the past
90 days. Yes X No ___
The number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:
Common Stock, $0.25 par value,
5,236,534 shares outstanding
as of November 3, 1999
<PAGE>
FORM 10-Q/A
BELMONT BANCORP
Quarter Ending September 30,1999
INTRODUCTORY NOTE
This 10-Q/A has been prepared and filed to incorporate
comments made by the Securities and Exchange Commission (the
"Commission") in connection with a Registration Statement on
Form S-2 filed by Belmont Bancorp (the "Company") which
incorporates this 10-Q/A. This 10-Q/A restates all items
included in the original Quarterly Report on Form 10-Q filed
with the Commission on November 15, 1999. However, Items 1
and 3 of Part I and Items 1, 2, 3, 4, 5 and 6 of Part II
are unchanged from the original 10-Q. Only Item 2 of Part I
in this 10-Q/A reflects changes from the original 10-Q. The
Company has not updated the disclosure in this 10-Q/A to
reflect events which have occurred since the initial filing
of the 10-Q on November 15, 1999.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Management's report on financial statements
Consolidated Statements of Condition - September 30,
1999, December 31, 1998, and September 30, 1998
Consolidated Statements of Income-Three Months
Ended September 30, 1999 and September 30, 1998
Consolidated Statements of Income-Nine Months Ended
September 30, 1999 and September 30, 1998
Consolidated Statements of Cash Flows-Nine Months
Ended September 30, 1999 and September 30, 1998
Consolidated Statements of Changes in Shareholders'
Equity Nine Months Ended September 30, 1999 and September
30, 1998
Notes to the Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosure about
Market Risk
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature page
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1--FINANCIAL STATEMENTS
MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS
The following consolidated financial statements
and related notes of Belmont Bancorp and subsidiaries
were prepared by management, which has the primary
responsibility for the integrity of the financial
information. The statements are prepared in conformity
with generally accepted accounting principles
appropriate in the circumstances, and include amounts
that are based on management's best estimates and
judgments. Financial information elsewhere in the
quarterly report is prepared on a basis consistent with
that in the financial statements.
In meeting its responsibility for the accuracy of
the financial statements, management relies on the
Corporation's comprehensive system of internal
accounting controls. This system is intended to
provide reasonable assurance that assets are
safeguarded and transactions are recorded to permit the
preparation of appropriate financial information. The
system of internal controls is characterized by an
effective control oriented environment within the
Corporation which is augmented by written policies and
procedures, internal audits and the careful selection
and training of qualified personnel.
The functioning of the accounting system and
related internal accounting controls is under the
general oversight of the Audit Committee of the Board
of Directors, which is comprised of seven outside
directors. The accounting system and related controls
are reviewed by a program of internal audits and by the
Corporation's independent accountants. The Audit
Committee meets regularly with the contract internal
auditor and the independent public accountants to
review the work of each and ensure that each group is
properly discharging its responsibilities. In
addition, the Committee reviews and approves the scope
and timing of the internal and external audits and any
findings with respect to the system of internal
controls. Reports of examinations conducted by federal
regulatory agencies are also reviewed by the Committee.
BASIS OF PRESENTATION
The consolidated financial statements include the
accounts of Belmont Bancorp (the "Corporation") and its
subsidiaries, Belmont National Bank (the "Bank") and
Belmont Financial Network.
3
<PAGE>
Consolidated Condensed Balance Sheet
(Unaudited) ($000s except per share amounts)
September December September
30, 31, 30,
1999 1998 1998
ASSETS
Cash and due from banks $ 8,666 $ 9,439 $ 11,995
Federal funds sold 5,510 - 2,091
Loans held for sale 3,018 1,734 1,272
Trading securities - 2,281 2,455
Securities available for sale
at market value 155,355 184,995 156,638
Securities held to maturity - 12,516 13,613
Loans 181,325 206,452 220,444
Less allowance for possible
loan losses (10,016) (5,475) (4,466)
Net loans 171,309 200,977 215,978
Premises and equipment, net 7,378 7,377 7,339
Other real estate owned 120 - -
Accrued income receivable 2,390 2,731 2,525
Other assets 22,493 16,233 14,550
Total assets $376,239 $438,283 $428,456
LIABILITIES
Non-interest bearing deposits:
Demand $ 25,844 $ 30,219 $ 25,861
Interest-bearing deposits:
Demand 39,711 42,437 47,266
Savings 82,602 88,265 83,860
Time 130,135 143,430 141,843
Total deposits 278,292 304,351 298,830
Securities sold under
repurchase agreements 5,389 6,239 5,154
Federal funds purchased and
other short-term borrowings - 3,950 -
Long term debt 75,611 91,401 81,726
Accrued interest on deposits
and other borrowings 855 896 1,005
Other liabilities 2,425 6,082 8,569
Total liabilities $362,572 $412,919 $395,284
SHAREHOLDERS' EQUITY
Preferred stock - authorized
90,000 shares with
no par value; issued and
outstanding, none - - -
Common stock - $0.25 par
value, 17,800,000 shares
authorized; 5,288,326 issued
at 9/30/99 $ 1,321 $ 1,321 $ 1,321
Surplus 7,904 7,854 7,854
Treasury stock (51,792
shares at 9/30/99; 66,174
shares at 12/31/98;
46,174 shares at 9/30/98) (1,170) (1,400) (991)
Retained earnings 10,742 18,788 25,840
Accumulated other
comprehensive (loss) (5,130) (1,199) (852)
Total shareholders'
equity $ 13,667 $ 25,364 $ 33,172
Total liabilities and
shareholders' equity $376,239 $438,283 $428,456
4
<PAGE>
Consolidated Condensed Statement
of Income (Unaudited)
($000s except per share amounts)
For the Three Months Ended
September 30
1999 1998
INTEREST INCOME
Loans and lease financing
Taxable $ 3,777 $ 5,338
Tax-exempt 72 68
Investment securities:
Taxable 1,679 1,894
Tax-exempt 535 343
Dividends 93 86
Interest on trading
securities - 25
Interest on fed funds sold 118 124
Total interest income 6,274 7,878
INTEREST EXPENSE
Deposits 2,698 3,118
Borrowings 1,268 1,163
Total interest expense 3,966 4,281
Net interest income 2,308 3,597
Provision for possible
loan losses 5,784 185
Net interest income
(loss) after provision
for possible loan losses (3,476) 3,412
NON-INTEREST INCOME
Trust fees 91 113
Service charges on
deposits 237 193
Other operating income 356 239
Investment securities
gains (losses) - 2
Trading profits (losses) - (39)
Gains (losses) on
securities available for sale (65) 673
Total non-interest
income 619 1,181
NON-INTEREST EXPENSE
Salary and employee
benefits 764 1,137
Net occupancy expense of
premises 212 203
Equipment expenses 234 245
Other operating expenses 2,001 774
Total non-interest
expense 3,211 2,359
Income (loss) before
income taxes (6,068) 2,234
INCOME TAXES (CREDIT) (2,202) 630
Net income (loss) (3,866) 1,604
PER COMMON SHARE DATA :
Net income (loss) per
share (basic and fully diluted) (0.74) 0.31
Cash dividend per share $ - $ 0.100
Weighted average shares
outstanding 5,236,534 5,251,374
5
<PAGE>
Consolidated Condensed Statement of Income
(Unaudited) ($000s except per share amounts)
For the Nine Months Ended September 30
1999 1998
INTEREST INCOME
Loans and lease financing
Taxable $ 12,808 $ 15,789
Tax-exempt 214 201
Investment securities:
Taxable 5,366 5,411
Tax-exempt 1,450 978
Dividends 273 249
Interest on trading
securities 86 31
Interest on fed funds sold 166 180
Total interest income 20,363 22,839
INTEREST EXPENSE
Deposits 8,337 8,633
Borrowings 3,975 3,391
Total interest expense 12,312 12,024
Net interest income 8,051 10,815
Provision for possible
loan losses 13,390 460
Net interest income
(loss) after provision
for possible loan
losses (5,339) 10,355
NON-INTEREST INCOME
Trust fees 323 350
Service charges on
deposits 661 546
Other operating income 784 691
Investment securities
gains (losses) (1) 1
Trading profits (losses) (10) (8)
Gains (losses) on
securities available for sale (81) 1,260
Total non-interest
income 1,676 2,840
NON-INTEREST EXPENSE
Salary and employee
benefits 2,917 3,266
Net occupancy expense of
premises 685 608
Equipment expenses 673 721
Other operating expenses 3,840 2,276
Total non-interest
expense 8,115 6,871
Income (loss) before
income taxes (11,778) 6,324
INCOME TAXES (CREDIT) (4,358) 1,715
Net income (loss) ($7,420) $ 4,609
PER COMMON SHARE DATA :
Net income (loss) per
share (basic and fully diluted) ($1.42) $ 0.88
Cash dividend per share $ 0.120 $ 0.285
Book value per share $ 2.61 $ 6.33
Weighted average shares
outstanding 5,235,059 5,258,948
6
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30
(Unaudited) ($ expressed in 000s)
1999 1998
Operating Activities:
Net income (7,420) 4,609
Adjustments to reconcile net income
to net
cash flows provided by operating
activities:
Provision for loan losses 13,390 460
Depreciation expense 539 579
Amortization of investment security
premiums 2,160 1,533
Accretion of investment security
discounts (467) (236)
Investment and trading securities
(gains) losses 92 (1,252)
Proceeds on sale of trading
securities 13,592 3,252
Purchase of trading securities (15,516) (5,311)
Loss (gain) on sale of fixed assets 0 (1)
Gain on sale of loans (165) (117)
(Increase) decrease in interest
receivable 341 61
Increase (decrease) in interest
payable (41) 274
Others, net (7,892) 2,476
Net cash provided by
operating activities (1,387) 6,327
Investing Activities:
Proceeds on sale of securities
available for sale 32,672 77,771
Purchase of securities available for
sale (36,900) (140,325)
Net (increase) decrease in federal
funds sold (5,510) (2,091)
Proceeds from maturities and calls of
investment securities 6,187 3,219
Principal collected on mortgage-
backed securities 36,661 24,160
Net (increase) decrease in loans and
leases 3,330 (13,881)
Proceeds on loans sold 11,709 17,035
Proceeds on sale of other real estate
owned 0 39
Purchases of fixed assets (540) (517)
Proceeds on sale of fixed assets 0 1
Net cash used by
investing activities 47,609 (34,589)
Financing Activities:
Net increase (decrease) in deposits (26,059) 34,922
Net increase (decrease) in repurchase
agreements (850) (102)
Net increase (decrease) in short-term
borrowings (3,950) (14,635)
Dividends paid on common stock (626) (1,498)
Purchase of treasury stock 0 (899)
Issuance of treasury stock 280 112
Proceeds on long term borrowings 0 25,000
Repayments on long term borrowings (15,790) (12,908)
Net cash provided by financing
activities (46,995) 29,992
Increase (decrease) in cash and
cash equivalents (773) 1,730
Cash and equivalents, beginning 9,439 10,265
Cash and equivalents, ending 8,666 11,995
7
<PAGE>
<TABLE>
Belmont Bancorp. and Subsidiaries
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended September 30, 1999
<CAPTION>
Accumulated
Compre- Other Compre-
hensive hensive Common Retained Treasury
Total Income Income Stock Surplus Earnings Stock
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1998 25,364 (1,199) 1,321 7,854 18,788 (1,400)
1999 Year-to-date net loss (7,420) ($7,420) (7,420)
Change in unrealized loss-
securities available-for-
sale, net of reclassification
adjustment (1) (3,931) (3,931) (3,931)
Comprehensive loss ($11,351)
Purchase of treasury stock 0
Issuance of treasury stock 280 50 230
Cash dividends declared:
Common stock ($.12 per
share) (626) (626)
Balance, September 30, 1999 $13,667 ($5,130) $1,321 $7,904 $10,742 ($1,170)
(1) Disclosure of
reclassification adjustment:
Unrealized holding
losses arising during period ($3,992)
Less: reclassification
adjustment for gains (loss)
included in net income, net
of tax (61)
Net unrealized losses
on securities ($3,931)
</TABLE>
8
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.) The foregoing financial statements are unaudited;
however, in the opinion of management, all adjustments
necessary for a fair presentation of the financial
statements have been included. A summary of the
Corporation's significant accounting policies is set
forth in Note 1 to the Consolidated Financial
Statements in the Corporation's Annual Report as Restated
on Form 10K/A for 1998.
2.) Related party transactions - The Corporation's and
it Subsidiaries' directors and officers and their
associates were customers of, and had other
transactions with, the subsidiary bank in the ordinary
course of business during 1999. All loans and
commitments included in such transactions were made on
substantially the same terms, including interest rates
and collateral, as those prevailing at the time for
comparable transactions with other persons and did not
involve more than the normal risk of collectibility.
3.) Per share data has been restated in previous
periods for a 2-for-1 common stock split payable in the
form of a 100% common stock dividend on May 22, 1998.
4.) In October 1999, the Bank sold approximately
$38 million in investment securities and used approximately
$33 million of the proceeds to repay borrowings from
the Federal Home Loan Bank of Cincinnati. Although
losses and prepayment penalties associated with the
transactions totaled $1.1 million, the capital required
to support the Bank's assets based on the terms of the
consent order, as described under "Recent Events"
under Item 2, was reduced by approximately $2.0
million.
9
<PAGE>
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RECENT EVENTS
Consent Order
In August 1999, the Bank received the written
report of the recent examination of the Bank by the
Office of the Comptroller of the Currency, the Bank's
principal federal regulatory agency. At the same time,
the Bank entered into a consent order with the
Comptroller of the Currency relating to the results of
the examination, which contains certain required
actions and certain restrictions.
The consent order requires the Bank to formulate
new plans, policies, procedures and programs relating
to long-term strategy, organizational structure,
management,loans,loan loss reserves, overdrafts, loan
interest accrual and non-accrual loans, loan
diversification, internal audit and periodic loan
review by certain dates and then to implement and
follow those plans, policies, procedures and programs.
The Bank is also required to review and evaluate
certain groups of loans and correct deficiencies, and
going forward, to properly document commercial
extensions of credit and comply with laws and
regulations relating to lending. Management of the
Bank believes it has taken all appropriate steps to
comply with those requirements.
The consent order specifies that the Bank must
retain the services of a qualified independent
certified public accounting firm acceptable to the
Comptroller of the Currency. In October, 1999, with
the approval of the Comptroller of the Currency the
Bank retained the services of Crowe, Chizek and Company
LLP.
In addition, the consent order mandates that the
Bank must achieve a specified minimum level of capital
by March 31, 2000 and thereafter maintain it. See
"Capital Resources" in this Item 2.
Under the terms of the consent order, the board of
directors of the Bank is responsible for the proper and
sound management of the Bank, must appoint a compliance
committee from among their independent members, and
report monthly to the Comptroller of the Currency on
progress in complying with the consent order. The
board has appointed a compliance committee and has
filed its monthly reports with the Comptroller of the
Currency.
Federal Reserve Bank Agreement
In August 1999, the Corporation also entered into
an agreement with the Federal Reserve Bank of
Cleveland, under authority given it by the Board of
Governors of the Federal Reserve System, the federal
regulatory agency for the Corporation. As with the
consent of the Comptroller of the Currency, the Federal
Reserve agreement necessitates certain actions and
restrictions.
Without prior Federal Reserve approval, the
agreement prohibits the Corporation from paying
dividends, incurring debt, redeeming stock, receiving
dividends from the Bank, imposing charges on the Bank,
and engaging in any transaction with the Bank in
violation of federal law. The Corporation is required
to submit to the Federal Reserve an acceptable plan for
maintaining adequate capital at the Bank and to comply
with the plan. The Corporation must also submit annual
cash flow projections and ensure that the Bank complies
fully with the consent order with the Comptroller of
the Currency and report quarterly on progress in
complying with the Federal Reserve agreement. The
Corporation has taken to date, and intends to continue
to take, all appropriate steps to comply with the
Federal Reserve requirements.
10
<PAGE>
Measures Taken to Address Operational and Financial
Issues
Following the March 15, 1999, resignation of
William Wallace as executive vice president and chief
operating officer of the Bank, the board of directors
became aware that the Bank's loan portfolio contained a
significant concentration of irregular loans to
Schwartz Homes, Inc., a retailer of mobile homes based
in New Philadelphia, Ohio, Steven D. Schwartz and
retail customers of Schwartz Homes. The loans to
retail customers of Schwartz Homes were extended under
the direction of Mr. Wallace in an arrangement by which
Schwartz Homes agreed to repay loans not repaid by
retail customers. On April 12, 1999, Mr. Wallace
submitted his resignation as a director of the
Corporation and the Bank.
On June 2, 1999, other creditors of Schwartz Homes
placed that company in involuntary bankruptcy
proceedings.
On June 8, 1999, J. Vincent Ciroli, Jr., resigned
as president and chief executive officer of the
Corporation and Bank.
In response to these developments, the board of
directors of the Corporation and the Bank took the
following measures:
- Appointed W. Quay Mull II as interim chief
executive officer and retained the services of FiCap
Strategic Partners, LLC to provide interim management
services to the Corporation and the Bank and assist the
board in employing a new president.
- Retained the law firm of Doepken Keevican & Weiss
to pursue all avenues of recovery against Steven D.
Schwartz, William Wallace and others to recover the
losses incurred from the Schwartz Homes loan
relationship.
- Began a search to recruit a new president for the
Bank. This search is continuing with a targeted
completion date by the end of 1999.
- Promoted Stephen K. Kilpatrick to senior vice
president, with responsibility for all lending
operations of the Bank except retail services. Mr.
Kilpatrick joined the Bank in April 1999.
11
<PAGE>
- Retained the services of Crowe, Chizek and Company
LLP to provide external audit, internal audit and loan
review functions for the Bank and the Corporation and
dismissed the Bank's and the Corporation's previous
auditors and providers of loan review services.
- Undertook an extensive review of the Bank's loan
portfolio, with the assistance of the Durfee & Root,
certified public accounts, and Crowe, Chizek and
Company LLP, the independent accountants the
Corporation recently engaged to serve as its auditors.
- Caused FiCap to initiate a thorough review and
assessment of all of the Bank's operations, personnel,
policies and procedures, with particular emphasis on
the Bank's loan portfolio.
- Used the results of FiCap's review and assessment
to strengthen procedures and internal controls,
reassign or terminate employees where appropriate and
strengthen the operational foundation of the Bank.
- Implemented plans to protect the Bank's liquidity
and to raise additional capital.
- Reduced the total assets of the Bank through the
sale of assets and repayment of funding sources, as
more fully described below under "Capital Resources" in
this Item 2. The Corporation is contemplating further
asset reductions.
- Developed a strategic plan for the Bank for the
next five years.
- Removed Mr. Ciroli as a director of the Bank.
- Filed a claim under the Bank's fidelity bond
insurance policy issued by Progressive Insurance
Company to recover the losses incurred in connection
with the Schwartz Homes loan relationship.
- Instituted legal proceedings against Steven D.
Schwartz, William Wallace and others to recover the
losses incurred from the irregular Schwartz Homes loan
relationship.
- Prosecuted workout and collection actions against
commercial borrowers with troubled loan relationships.
- Assisted the Bank's and the Corporation's
regulators in understanding the issues before the Bank
and developed a collaborative relationship with these
regulators, the Federal Bureau of Investigation and
other law enforcement authorities in order to address
the issues before the Bank promptly and effectively.
RESULTS OF OPERATIONS
SUMMARY
For the nine months ended September 30, 1999,
Belmont Bancorp incurred a loss of $7,420,000, or a
loss of $1.42 per share, compared to earnings of
$4,609,000, or $0.88 per share, for the first nine
months of 1998. For the quarter ended September 30,
1999, the Corporation incurred a loss of $3,866,000, or
a loss of $0.74 per common share, compared to earnings
of $1,604,000, or $0.31 per common share for the
comparative quarter last year.
The losses reported for the three and nine months
periods for 1999 were primarily the result of a
provision for loan losses totaling $13,390,000 for the
first nine months of 1999 and a provision for loan
losses totaling $5,784,000 during the third quarter of
1999. Loans charged off against the reserve for loan
losses, net of recoveries, totaled $8,849,000 for the
first nine months of 1999 and $2,700,000 for the three
months ended September 30, 1999.
12
<PAGE>
The following table presents the annualized return
on average shareholders' equity and the annualized
return on average assets for comparative periods of
1999 and 1998.
Quarter ended Nine Months ended
September 30, September 30,
($000s) 1999 1998 1999 1998
Return on average
assets -3.89% 1.53% -2.39% 1.52%
Return on
shareholders' equity -80.67% 19.14% -46.53% 18.45%
Average assets $397,457 $419,477 $413,220 $403,108
Average shareholders'
equity $ 19,169 $ 33,518 $ 21,263 $ 33,307
NET INTEREST INCOME
A major share of the Corporation's income results
from the spread between income on earning assets and
interest expense on the liabilities used to fund those
assets. Net interest income is affected by changes in
interest rates and the amounts and distributions of
interest earning assets and interest bearing
liabilities outstanding. Net interest margin is net
interest income divided by the average earning assets
outstanding. A third frequently used measure is net
interest rate spread which is the difference between
the average rate earned on assets and the average rate
paid on liabilities without regard to the amounts
outstanding in either category.
Tables 1 and 3, Consolidated Average Balance
Sheets and Analysis of Net Interest Income, compares
interest revenue and interest earning assets
outstanding with interest cost and liabilities
outstanding for the nine months and three months ended
September 30, 1999, 1998, and 1997. The tables contain
net interest income, net interest margin and net
interest rate spread for each period. All three of
these measures are reported on a taxable equivalent
basis. Non-accrual loans are included in the average
loan balances. A loan is placed on non-accrual status
when payment of the full amount of principal and
interest is not expected, or when principal or interest
has been in default for a period of ninety days or more
unless the loan is well secured and in the process of
collection. When placed on a non-accrual status,
interest income is no longer recognized on the loan
which impacts the overall yield of the loan portfolio,
the yield on earning assets, and net interest margin.
The taxable equivalent yield on interest earning
assets decreased from 8.29% during the first nine
months of 1998 to 7.35% in 1999, a decrease of 94 basis
points. (A basis point (bp) is equivalent to .01%.)
The yield on earning assets was negatively impacted by
a decline in loan volume and lower yields on both the
loan and investment portfolio. The cost of interest
bearing liabilities decreased 18 basis points from
4.74% during the first nine months of 1998 to 4.56% in
1999 due to lower rates paid on deposits and
borrowings. The net interest margin (net interest
income divided by interest earning assets) was 3.07%
during the first nine months of 1999 compared to 4.03%
during the same period last year.
The taxable equivalent yield on interest earning
assets decreased from 8.11% during the third quarter of
1998 to 7.01% in 1999, a decrease of 110 basis points.
Yields on earning assets were impacted by the decline
in yield in the loan portfolio largely due to the
increase in loans placed on non-accrual status which
are included in the average loan balance. The cost of
interest bearing liabilities declined 26 basis points
from 4.78% during the third quarter of 1998 to 4.52% in
1999, primarily due to lower rates paid on deposits.
The net interest margin decreased from 3.80% to 2.76%.
13
<PAGE>
Tables 2 and 4, Analysis of Net Interest Income
Changes, separate the dollar change in the
Corporation's net interest income into three
components: changes caused by (1) an increase or
decrease in the average asset and liability balances
outstanding (volume); (2) the changes in average yields
on interest earning assets and average rates for
interest bearing liabilities (yield/rate); and (3)
combined volume and yield/rate effects (mix).
<TABLE>
TABLE 1. - CONSOLIDATED AVERAGE BALANCE SHEETS AND ANALYSIS OF NET
INTEREST INCOME (Fully Taxable Equivalent Basis)
($000's)
<CAPTION>
Nine Months Ended September 30,
1999 1998 1997
Average Average Average Average Average Average
Out- Revenue/ Yield/ Out- Revenue/ Yield/ Out- Revenue/ Yield/
standing Cost Rate standing Cost Rate standing Cost Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest earning
assets
Loans and leases $199,323 $13,130 8.81% $224,188 $16,084 9.59% $203,432 $14,385 9.45%
Securities
Taxable 138,102 5,633 5.45% 122,866 5,836 6.35% 112,583 5,757 6.84%
Exempt from
income tax 40,189 2,111 7.02% 24,618 1,235 6.71% 24,940 1,401 7.51%
Trading account
assets 2,382 86 4.83% 703 31 5.90% 0 0
Federal funds
sold 4,450 166 4.99% 4,362 180 5.52% 1,578 63 5.34%
Total interest
earning assets 384,446 21,126 7.35% 376,737 23,366 8.29% 342,533 21,606 8.43%
Cash and due from
banks 10,705 10,795 10,069
Other assets 28,136 20,001 15,630
Valuation
allowance-
available for
sale securities (3,353) (179) (771)
Allowance for
possible loan loss (6,714) (4,246) (3,349)
Total assets 413,220 403,108 364,112
Liabilities
Interest bearing
liabilities
Interest
checking 42,706 971 3.04% 45,369 1,162 3.42% 43,924 1,107 3.37%
Savings 84,386 2,006 3.18% 81,865 2,011 3.28% 78,827 1,832 3.11%
Other time
deposits 135,879 5,360 5.27% 131,896 5,460 5.53% 114,104 4,516 5.29%
Other Borrowings 97,706 3,975 5.44% 79,989 3,391 5.67% 66,968 2,874 5.74%
Total interest
bearing
liabilities 360,677 12,312 4.56% 339,119 12,024 4.74% 303,823 10,329 4.55%
Demand deposits 28,727 29,535 29,399
Other liabilities 2,553 1,147 2,119
Total liabilities 391,957 369,801 335,341
Shareholders'
equity 21,263 33,307 28,771
Liabilities &
shareholders'
equity 413,220 403,108 364,112
Net interest
income
Margin on a
taxable equivalent
basis 8,814 3.07% 11,342 4.03% 11,277 4.40%
Net interest rate
spread 2.78% 3.55% 3.89%
Interest bearing
liabilities
to interest
earning assets 93.82% 90.01% 88.70%
</TABLE>
14
<PAGE>
TABLE 2. - ANALYSIS OF NET INTEREST INCOME CHANGES
(Taxable Equivalent Basis) ($000's)
Nine Months Ended September 30, 1998
1999 Compared to 1998 1998 Compared to 1997
Volume Yield Mix Total Volume Yield Mix Total
Increase (Decrease)
in Interest Income
Loans and Leases (1,784) (1,316) 145 (2,955) 1,468 210 22 1,700
Securities
Taxable 724 (824) (102) (202) 526 (409) (37) 80
Exempt from
Income Taxes 781 58 35 874 (18) (150) - (168)
Trading account
assets 74 (6) (13) 55 - - 31 31
Federal Funds Sold 4 (17) - (13) 111 2 4 117
Total Interest
Income Change (201) (2,105) 65 (2,241) 2,087 (347) 20 1,760
Increase (Decrease)
in Interest Expense
Interest Checking (68) (130) 8 (190) 36 18 1 55
Savings 62 (65) (2) (5) 71 104 4 179
Other Time
Deposits 165 (257) (9) (101) 704 207 32 943
Short Term
Borrowings 751 (137) (30) 584 559 (35) (6) 518
Total Interest
Expense Change 910 (589) (33) 288 1,370 294 31 1,695
Increase (Decrease)
in Net Interest
Income on a Taxable
Equivalent Basis (1,111) (1,516) 98 (2,529) 717 (641) (11) 65
(Increase) Decrease
in Taxable
Equivalent
Adjustment (235) 28
Net Interest Income
Change (2,764) 93
15
<PAGE>
<TABLE>
TABLE 3. - CONSOLIDATED AVERAGE BALANCE SHEETS AND
ANALYSIS OF NET INTEREST INCOME
(Fully Taxable Equivalent Basis)($000's)
<CAPTION>
Three Months Ended September 30,
1999 1998 1997
Average Average Average Average Average Average
Out- Revenue/ Yield/ Out- Revenue/ Yield/ Out- Revenue/ Yield/
standing Cost Rate standing Cost Rate standing Cost Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest earning
assets
Loans and leases $191,650 $3,880 8.03% $223,737 $5,438 9.64% $214,017 $5,102 9.46%
Securities
Taxable 124,629 1,770 5.63% 133,726 2,153 6.39% 115,234 1,920 6.61%
Exempt from
income tax 44,545 774 6.89% 25,907 319 4.89% 26,506 495 7.41%
Trading account
assets - - 1,712 25 5.79% - -
Federal funds
sold 9,270 118 5.05% 8,923 124 5.51% 664 10 5.97%
Total interest
earning assets 370,094 6,542 7.01% 394,005 8,059 8.11% 356,421 7,527 8.38%
Cash and due from
banks 10,550 10,846 10,299
Other assets 29,084 19,520 15,467
Valuation
allowance-
available for
sale securities (5,585) (557) (289)
Allowance for
possible loan loss (6,686) (4,337) (3,524)
Total assets 397,457 419,477 378,374
Liabilities
Interest bearing
liabilities
Interest
checking 41,496 314 3.00% 49,797 445 3.55% 45,134 378 3.32%
Savings 81,904 668 3.24% 82,664 688 3.30% 77,953 630 3.21%
Other time
deposits 131,816 1,716 5.16% 141,042 1,985 5.58% 116,340 1,566 5.34%
Other Borrowings 92,781 1,268 5.42% 82,159 1,163 5.62% 76,233 1,112 5.79%
Total interest
bearing
liabilities 347,997 3,966 4.52% 355,662 4,281 4.78% 315,660 3,686 4.63%
Demand deposits 27,931 29,199 30,430
Other liabilities 2,360 1,098 2,034
Total liabilities 378,288 385,959 348,124
Shareholders'
equity 19,169 33,518 30,250
Liabilities &
shareholders'
equity 397,457 419,477 378,374
Net interest
income
Margin on a
taxable equivalent
basis 2,576 2.76% 3,778 3.80% 3,841 4.28%
Net interest rate
spread 2.49% 3.34% 3.75%
Interest bearing
liabilities
to interest
earning assets 94.03% 90.27% 88.56%
</TABLE>
16
<PAGE>
TABLE 4. - ANALYSIS OF NET INTEREST INCOME CHANGES
(Taxable Equivalent Basis) ($000's)
Three Months Ended September 30
1999 Compared to 1998 1998 Compared to 1997
Volume Yield Mix Total Volume Yield Mix Total
Increase (Decrease)
in Interest Income
Loans and Leases (780) (908) 130 (1,558) 232 100 5 337
Securities
Taxable (146) (254) 17 (383) 308 (65) (10) 233
Exempt from
Income Taxes 229 131 94 454 (11) (169) 4 (176)
Trading account
assets (25) (25) 25 (25) - - 25 25
Federal Funds Sold 5 (10) (1) (6) 124 (1) (10) 113
Total Interest
Income Change (717) (1,066) 265 (1,518) 653 (135) 14 532
Increase (Decrease)
in Interest Expense
Interest Checking (74) (68) 11 (131) 39 25 3 67
Savings (6) (14) - (20) 38 19 1 58
Other Time
Deposits (130) (149) 10 (269) 333 71 15 419
Short Term
Borrowings 150 (40) (5) 105 86 (33) (2) 51
Total Interest
Expense Change (60) (271) 16 (315) 496 82 17 595
Increase (Decrease)
in Net Interest
Income on a Taxable
Equivalent Basis (657) (795) 249 (1,203) 157 (217) (3) (63)
(Increase) Decrease
in Taxable
Equivalent
Adjustment (86) 9
Net Interest Income
Change (1,289) (54)
OTHER OPERATING INCOME
Other operating income, excluding securities gains
and losses, increased 3.7% for the first nine months of
1999 compared to 1998. For the quarter ended September
30, 1999, other operating income, excluding securities
gains and losses, increased 9.8% or $61,000 compared to
the respective period last year. Securities gains
realized on the Available for Sale portfolio (as
described under "Investment Securities") fell from
$1,260,000 for the first nine months of 1998 to a loss
of $81,000 for the first nine months of 1999. Changes
in various categories of other income are depicted in
the table below.
Three months Nine months
ended Sept. 30 ended Sept. 30
($000s) 1999 1998 % Change 1999 1998 % Change
Trust fees $91 $ 113 -19.5% $ 323 $ 350 -7.7%
Service charges on
deposits 237 193 22.8% 661 546 21.1%
Gain on sale of
loans 140 47 197.9% 165 117 41.0%
Trading gains
(losses) 0 (39) 100.0% (10) (8) -25.0%
Other income 216 309 -30.1% 619 691 -10.4%
Subtotal 684 623 9.8% 1,758 1,696 3.7%
Security gains
(losses) 0 2 -100.0% (1) 1 -200.0%
Gains (losses)
securities available
for sale (65) 673 -109.7% (81) 1,260 -106.4%
Total $619 $1,298 -52.3% $1,676 $2,957 -43.3%
17
<PAGE>
INVESTMENT SECURITIES
The amortized cost and estimated market values of
securities in the Available for Sale portfolio at
September 30, 1999 are as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Market
($000s) Cost Gains Losses Value
U.S. Treasury securities and
obligations of
U.S. Government
corporations and agencies $ 13,952 $ 0 $ 658 $ 13,294
Obligations of states and
political subdivisions 44,298 58 5,086 39,270
Mortgage-backed securities 73,621 107 1,498 72,230
Mortgage derivatives 22,078 64 547 21,595
Corporate trust preferred
securities 3,108 0 178 2,930
Marketable equity securities 6,071 108 143 6,036
Total $163,128 $337 $8,110 $155,355
The Corporation elected to transfer the balance of
securities previously classified as Held to Maturity to
the Available for Sale portfolio effective April 1,
1999 in accordance with Statement of Financial
Accounting Standard No. 133, Accounting for Derivative
Instruments and Hedging Activities.
The mortgage derivatives are comprised solely of
collateralized mortgage obligations (CMOs). Privately
issued CMOs included in the table above have a book
value of $10,335,000 and an estimated market value of
$9,984,000. Credit risk on privately issued bonds is
evaluated based upon independent rating agencies and on
the underlying collateral of the obligation.
At September 30, 1999, the Corporation owned
various bonds of a single issuer the book value of
which exceeded 10% of total shareholders' equity. The
following table details the issuer, book value and
market value of these bonds.
Issuer Book Value Market
Value
($000s)
Privately Issued Collateralized
Mortgage Obligations:
Country Wide Home Loans $1,806 $1,735
Norwest Asset Securities
Corporation 3,673 3,526
Residential Funding Mortgage
Securities Corp. 3,461 3,353
General Obligations:
Hampton Township, PA School
District $4,336 $3,861
Hopkins, MI Public Schools 1,904 1,657
Mayfield, OH City School District 1,471 1,309
Mercedes, TX 1,307 1,144
Revenue Bonds:
Grant County KY Public Properties
Corp. $1,957 $1,727
Guadalupe-Blanco River Authority,
City of San Marcos, TX 1,755 1,501
McCracken County KY School
District 1,371 1,208
Northern Tipton IN School
District 1,612 1,392
Suburban Lancaster PA Sewer
Authority 2,833 2,398
Corporate trust preferred securities consist of
four separate issues, none with a par value in excess
of $1 million.
Market factors and prepayment speeds can have an
impact on the yield and average lives of mortgage-
backed securities including mortgage derivatives.
18
<PAGE>
OPERATING EXPENSES
The following table shows the dollar amounts and
growth in various components of operating expenses.
Three months ended Sept. 30, Nine months ended Sept. 30,
($000s) 1999 1998 % Change 1999 1998 % Change
Salaries and
wages $ 678 $ 889 -23.7% $2,286 $2,466 -7.3%
Employee benefits 86 248 -65.3% 631 800 -21.1%
Net occupancy
expense 212 203 4.4% 685 608 12.7%
Equipment expense 234 245 -4.5% 673 721 -6.7%
Other operating
expenses 2,001 774 158.5% 3,840 2,276 68.7%
Total $3,211 $2,359 36.1% $8,115 $6,871 18.1%
In June 1999, the Board of Directors engaged FiCap
Strategic Partners, LLC to provide interim executive
management services following the resignations of the
Corporation's former chief executive officer, J.
Vincent Ciroli, Jr., in June 1999 and the Bank's former
executive vice president and chief operating officer,
William Wallace, in March 1999. Consulting expense
associated with interim management totaled $608,000 for
the third quarter of 1999 and $742,000 for the nine
months ended September 30, 1999, which excludes a
$75,000 retainer fee which has been capitalized as a
prepaid expense until the end of their engagement.
Total consulting expense for 1999 was $881,000 compared
to $80,000 for the same period last year. The Board of
Directors anticipates that the interim management group
will provide their services, including assisting the
Board with the recruitment of a permanent chief
executive officer, through the end of 1999.
Other operating expenses also include legal
expenses of $902,000 for the first nine months of 1999
compared to $28,000 for the same period last year. The
increase in legal fees was the direct result of an
increase in problem credits, particularly the failure
of a large commercial borrower previously disclosed,
claims made under the Corporation's fidelity bond,
additional litigation, and regulatory and other corporate
governance matters.
PROVISION AND ALLOWANCE FOR POSSIBLE LOAN LOSSES
The Corporation provides as an expense an amount
which reflects expected loan losses. This provision is
based on the growth of the loan and lease portfolio and
on historical loss experience. The expense is called
the provision for possible loan losses in the
Consolidated Statement of Income. Actual losses on
loans and leases are charged against the allowance
built up on the Consolidated Balance Sheet through the
provision for possible loan losses. The amount of
loans and leases actually removed as assets from the
Consolidated Balance Sheets is referred to as charge-
offs and, after netting out recoveries previously
charged-off assets, becomes net charge-offs.
For the first nine months of 1999, $13,390,000 was
added to the allowance and charged to expense compared
to $460,000 in 1998. At September 30, 1999, the
Allowance for Possible Loan Losses as a percentage of
total loans and leases was 5.01% compared to 2.01% last
year. The Allowance for Possible Loan Losses as a
percentage of non-performing assets was 82.81% at
September 30, 1999.
19
<PAGE>
As previously disclosed, the Bank has taken charge-offs
beginning with the fourth quarter of 1998 due principally to
its relationship with Schwartz Homes, Inc., a retailer of
mobile homes based in New Philadelphia, Ohio and retail
customers of Schwartz Homes. Following the March 15, 1999,
resignation of William Wallace as executive vice president
and chief operating officer of the Bank, the board of
directors became aware of irregularities in the Bank's loan
portfolio relating to loans made to Schwartz Homes.
Commencing in November 1996, the Bank began lending
substantial amounts of money to Schwartz Homes, Inc. and
Steven D. Schwartz, and in February 1997 the Bank began
indirect lending to Schwartz Homes's retail customers at the
direction of Mr. Wallace. The outstanding balance of loans
made directly to Schwartz Homes and Steven D. Schwartz at
March 31, 1999 was $3,521,000. The Bank made loans to
Schwartz Home's retail customers under recourse agreements
with Schwartz Homes. Under these recourse agreements,
Schwartz Homes agreed to repay any loans not repaid by
retail customers. Schwartz Homes apparently used the funds
advanced by the Bank to fund its own operations or for other
improper purposes, without the knowledge of the Bank's
board. In many instances, Schwartz Homes failed to perform
on the retail sales contracts it entered into with its
customers even though the Bank had provided the funds to
Schwartz Homes for this purpose. In addition, Schwartz
Homes often failed to repay the floor-plan lenders on homes
purchased, which has further impacted the Bank's collateral
position with respect to the homes. As of March 1999, the
Bank had $6,672,000 in principal amount of loans outstanding
to retail customers of Schwartz Homes. On April 26, 1999,
Schwartz Homes unexpectedly ceased operations and on June 2,
1999 other creditors of Schwartz Homes placed it in
involuntary bankruptcy.
Of the $8.8 million in net charge-offs for the nine
months ended September 30, 1999, $7.6 million were related
to Schwartz Homes loans. Of this $7.6 million amount, $3.2
million in net charge-offs were related to the indirect
consumer loans to Schwartz Homes customers, and $4.4 million
in net charge-offs were related to commercial loans made
directly to Schwartz Homes. The following table depicts the
net charge-offs for the Schwartz Homes loans for the first
three quarters of 1999:
Consumer Commercial
($000s) Net Charge Offs Net Charge Offs Total
1st quarter-1999 $2,460 $1,955 $4,415
2nd quarter-1999 (53) 696 643
3rd quarter-1999 816 1,766 2,582
Charge-offs during the first quarter of 1999 for the
Schwartz consumer and commercial loan relationship were
based on an analysis prepared by the Office of the
Comptroller of the Currency with the assistance of
management. Net charge-offs during the first quarter of
1999 were $2,460,000 for the Schwartz indirect consumer
homebuilder loans and $1,955,000 for the commercial loan
relationship.
During the third quarter of 1999, the Bank released
or was in the process of releasing approximately half of
the nearly 300 consumer borrowers from any or part of
their obligation to the Bank. In addition, ongoing work to
obtain better collateral valuations and to determine
collateral position was progressing. As a result, $816,000
in net charge-offs on the Schwartz consumer homebuilder
loans were recognized during the third quarter of 1999.
Also, the specific allocation of the loan loss reserve was
increased from $2,291,000 at June 30, 1999 to $3,557,000
at September 30, 1999 contributing to the loan loss
provison for the third quarter. For the reserve
allocation, management assumed a more conservative
approach giving a higher probability that the floorplan
lenders would receive funding from the bankruptcy trustee
on the consumer closed loans prior to the Bank due to the
increasing complexity of the overall legal issues
surrounding the matter.
A charge-off for the second quarter of 1999 associated
with the Schwartz commercial loans totaled $696,000. When
the bankruptcy court determined that the floor plan lenders
had perfected first and second lien positions on new
inventory securing the loans, the Bank recognized its loss.
Charge-offs for the Schwartz commercial loan
relationship totaling $1,766,000 for the third quarter of
1999 occurred when the Bank obtained a current appraisal on
the real estate for Schwartz Homes, Inc. The Bank charged
off a total of $941,000 to reduce the loan balance to 80% of
the appraised value. Also, the bankruptcy court granted one
of the floor plan lenders a motion for relief from the
automatic stay to repossess units that were non-consumer
claimed and were not floor planned. The Bank's attorneys
also confirmed that the floor planners had a valid first and
second lien position on equipment and fixtures. This
resulted in a charge-off of $825,000.
20
<PAGE>
The following table details the Allowance for Possible Loan
Losses and also includes various loan charge-off statistics for
1999 and 1998.
Allowance for Possible Loan
Losses
Three months ended Nine months ended
September 30, September 30,
($000s) 1999 1998 1999 1998
Balance, beginning of period $ 6,932 $ 4,307 $ 5,475 $ 4,134
Provision for possible loan 5,784 185 13,390 460
losses
Loans charged-off 2,748 27 9,177 141
Recoveries on loans
previously charged-off 48 1 328 13
Net charge offs 2,700 26 8,849 128
Balance, end of period $ 10,016 $ 4,466 $ 10,016 $ 4,466
Loans and leases outstanding
at period $200,063 $221,716 $200,063 $221,716
Average loans and leases $191,650 $223,737 $199,323 $224,188
Annualized net charge offs
as a percent of:
Average loans and leases 5.64% 0.05% 5.92% 0.08%
Total loans at end of
period 5.40% 0.05% 5.90% 0.08%
Allowance for possible loan
losses 107.83% 2.33% 117.80% 3.82%
Allowance for possible loan
losses to:
Average loans and leases 5.23% 2.00% 5.03% 1.99%
Total loans at end of
period 5.01% 2.01% 5.01% 2.01%
Non-performing assets 82.81% 981.54% 82.81% 981.54%
In its analysis of the Allowance for Possible Loan
Losses, Management provides a specific reserve allocation
for many classified credits. The following table depicts
the portion of the Allowance for Possible Loan Losses that
was allocated to the Schwartz Homes, Inc. indirect consumer
homebuilder and commercial loan relationship:
($000s) Consumer Commercial
Allocation Allocation
December 31, 1998 $1,945 -
March 31, 1999 2,147 $1,118
June 30, 1999 2,291 767
September 30, 1999 3,557 96
The reserve allocation affects the amount of the quarterly
loan loss provision.
NON-PERFORMING ASSETS
Non-performing assets consist of (1) non-accrual
loans, leases and debt securities on which the ultimate
collectibility of the full amount of interest is
uncertain, (2) loans and leases past due ninety days or
more as to principal or interest and (3) other real
estate owned. A loan is placed on non-accrual status
when payment of the full amount of principal and
interest is not expected, or when principal or interest
has been in default for a period of ninety days or more
unless the loan is well secured and in the process of
collection. A summary of non-performing assets at
September 30 follows:
Non-performing assets September 30,
($000s) 1999 1998
Non-accrual loans and
leases $10,727 $ 449
Ninety days past due loans
and leases still accruing
interest 1,248 6
Other real estate owned 120 -
Total $12,095 $ 455
Restructured loans and
leases included
in above totals $ 0 $ 30
Restructured loans and
leases in compliance with
modified terms 1,604 1,642
21
<PAGE>
Loans restructured and in compliance with modified
terms are not included in total non-performing
assets. Total non-performing assets were
$12,095,000 or 3.21% of total assets at September 30,
1999 compared to $455,000 or 0.11% of total assets at
September 30, 1998. Included in non-performing
assets are $4,783,000 in consumer homebuilder loans
related to the cessation of business of the
manufactured housing retailer previously reported.
Also included in non-accrual loans are $1,041,000 for a
commercial loan secured by real estate associated
directly with the manufactured housing retailer. An
allocation of the Allowance for Loan Losses related to these
consumer and commercial loans totals $3,653,000 at
September 30, 1999.
Management maintains a watch list of loans requiring a
higher level of monitoring due to a change in the financial
position of the borrower, delinquency, deteriorating
collateral or other adverse trends or uncertainties that
might increase the risk of loss associated with the credit.
At September 30, 1999, loans and available credit
facilities, excluding non-performing loans detailed in the
table above, monitored based upon these conditions totaled
$27,575,000. Many of these credits have a specific
allocation of the loan loss reserve to mitigate the credit
deficiency. The loans classifications for the watch list
loans were as follows: $15.1 million-special mention; $9.9
million-substandard; and $2.6 million-doubtful. These loans
primarily consist of commercial credits in a variety of
industries. The Schwartz related loans are included in the
non-accrual loan totals. The management of non-performing
and problem loans is an ongoing process. While management
believes the reserve for loan losses is adequate based on
current estimates, there can be no assurance that future
losses will not occur.
LOAN CONCENTRATIONS
The Corporation uses the Standard Industry Code
(SIC) system to determine concentrations of credit risk
by industry. While there are no aggregate loan
balances based on a single SIC classification that
exceed 10% of total loans, loans and credit facilities
available to the amusement industry including amusement
services and manufacturers of amusement rides and
concession trailors totaled $19.8 million, or 10.7% of
total loans, at September 30, 1999. Other
concentrations of credit are depicted in the table
below based on the percentage of the the Bank's Tier 1
and Tier 2 capital. Concentrations exceeding 25% of
Tier 1 and Tier 2 capital are detailed below. (See
"Capital Resources" below for a description of Tier 1
and Tier 2 capital.)
Loan % of
Balance and Tier 1 &
Available Tier 2
Credit Capital
Amusement industry 19,782,000 120.5%
Services - Hotel/Motel 7,071,000 43.1%
Commercial Office
Buildings and Rentals 6,729,000 41.0%
Commercial Apartments and
Rentals 6,729,000 41.0%
Automobile retailers 5,530,000 33.7%
General Building
Contracting 5,426,000 33.1%
Commercial Construction
Contracting 5,057,000 30.8%
22
<PAGE>
LONG TERM DEBT
Long term debt consists of advances from the
Federal Home Loan Bank. Details are as follows:
Amount Current
Type ($000s) Rate Maturity
Fixed rate, non-
amortizing advance $ 5,000 6.20% 09/15/2000
Fixed rate, non-
amortizing advance 30,000 5.09% 12/10/2007
Fixed rate, non-
amortizing advance 7,000 5.60% 04/30/2008
Fixed rate, non-
amortizing advance 8,000 5.46% 06/19/2008
Fixed rate, non-
amortizing advance 10,000 4.78% 09/25/2008
Fixed rate, non-
amortizing advance 10,000 4.53% 10/02/2008
Fixed rate, amortizing
advance 1,169 6.05% 11/18/2001
Fixed rate, amortizing
advance 82 5.80% 12/01/2005
Fixed rate, amortizing
advance 946 6.85% 06/06/2011
Fixed rate, amortizing
advance 93 6.75% 06/06/2011
Fixed rate, amortizing
advance 487 6.85% 06/12/2011
Fixed rate, amortizing
advance 238 6.95% 08/31/2015
Fixed rate, amortizing
advance 2,101 6.70% 08/01/2012
Fixed rate, amortizing
advance 495 6.25% 11/01/2017
$75,611
CAPITAL RESOURCES
At September 30, 1999, shareholders' equity was
$13,667,000 compared to $25,364,000 at December 31,
1998 and $33,172,000 at September 30, 1998. The
following table presents various capital ratios for the
Corporation as of September 30:
September 30, 1999 1998
Risk-based capital
ratios:
Tier 1 6.49% 11.97%
Tier 2 1.25% 1.25%
Total 7.74% 13.22%
Tier 1 leverage ratio 4.20% 7.81%
The Federal Reserve Board has adopted risk-based
capital guidelines that assign risk weightings to
assets and off-balance sheet items. The guidelines
also define and set minimum capital requirements (risk-
based capital ratios). Banks are required to have core
capital (Tier 1) of at least 4.0% of risk-weighted
assets and total capital of 8.0% of risk-weighted
assets. Tier 1 capital consists principally of
shareholders' equity less goodwill and a portion
of deferred tax assets, while Tier 2 capital
consists of certain debt instruments and
a portion of the allowance for possible loan losses.
Total capital consists of Tier 1 and Tier 2 capital.
At September 30, 1999, the Corporation had a Tier 1
capital ratio of 6.49% and a total capital ratio of
7.74%; the Bank had a Tier 1 capital ratio of 5.49% and
a total capital ratio of 6.74%.
23
<PAGE>
National banks are required to maintain Tier 1
capital in an amount equal to at least 3.0% of adjusted
total assets, referred to as a Tier 1 leverage ratio.
At September 30, 1999, the Corporation's Tier 1
leverage ratio was 4.20%; the Bank's Tier 1 leverage
ratio was 3.56%. The Corporation and the Bank have
agreed to substantially improve its capital ratios by
March 31, 2000 under terms of agreements with the
Office of the Comptroller of the Currency and the
Federal Reserve Bank of Cleveland as more fully
described under "Recent Developments" in this Item 2.
In October 1999, the Bank sold approximately $38
million in investment securities and used approximately
$33 million of the proceeds to repay borrowings from
the Federal Home Loan Bank of Cincinnati. Although
losses and prepayment penalties associated with the
transactions totaled $1.1 million, the capital required
to support the Bank's assets based on the terms of the
consent order was reduced by approximately $2.0
million. The Bank is contemplating further asset
reductions.
While it is difficult to estimate what the Bank's
capital requirements will be at March 31, 2000, based
upon its financial position at October 31, 1999, it
would need to raise at least $8.4 million in equity
capital to achieve a Tier 1 leverage ratio equal to 6%.
The Bank could seek to raise capital through a public
or private offering of its capital stock or the
Corporation could seek to sell the Bank or enter into a
strategic partnership with another financial
institution. In the event the Bank enters into a
strategic partnership, a single investor could obtain
control of the Bank and install a new management team
unknown to current shareholders. In addition, the sale
of assets by the Bank could potentially impair its
ability to generate earnings in future periods.
Management cannot offer any assurance to shareholders
that the Corporation will be able to enter into a
strategic partnership, obtain additional financing or
sell the Bank or any of its assets on favorable terms.
LIQUIDITY
The Corporation meets its liability based needs
through the operation of Belmont National Bank's branch
banking network that gathers demand and retail time
deposits. The Bank also acquires funds through
repurchase agreements and overnight federal funds that
provide additional sources of liquidity. Average total
deposits were $283.1 million for the third quarter of
1999 compared to $290.4 million for the second quarter
of 1999.
The Bank also has secured and unsecured lines of
credit with various correspondent banks totaling
$5,500,000 which may be used as an alternative funding
source; at September 30, 1999, none of these lines were
utilized.
YEAR 2000
The Corporation is aware of the overall potential
impact the 1999 to 2000 calendar changes could present.
The loss of hardware and/or software systems as well as
the loss of electricity and/or telecommunications are
areas of concern throughout the entire industry. A
smooth transition to the Year 2000 is planned with
little or no impact to our customer base.
24
<PAGE>
The Corporation began gathering Year 2000 data in
August 1997. A written project plan was researched and
delivered during the fourth quarter of 1997. The Year
2000 project plan was presented to the Board of
Directors in February 1998 and was approved at the
February board meeting. The Year 2000 Project Team was
assigned in December 1997 and is comprised of
representatives from throughout the organization.
Regular meetings are held to review the current project
status and to assign various tasks to departments.
As a financial institution, the Corporation
follows Year 2000 guidelines written by the Federal
Financial Institutions Examination Council as well as
OCC Advisory Letters. The Office of the Comptroller of
the Currency has completed three extensive examinations
of Belmont National Bank and the Year 2000 plan. The
assigned examiner reviews all plans, research, and
results on a continual basis.
The Belmont National Bank Year 2000 plan is
comprised of the five Y2K phases: Awareness,
Assessment, Renovation, Validation and Implementation.
The Awareness phase consists of the identification of
potential problem(s) that could result from the Year
2000. This phase was completed in December 1997. The
Assessment phase was completed in January 1998 and
included inventories of all equipment including
hardware, software, environmental controls, fax
machines, copiers, vault timers, security systems,
network systems etc. The Renovation phase, January
1998 through October 1998, consisted of known
renovations such as upgrading network routers, servers,
and software, and the installation of a new mainframe
system. June 1998 through December 1998 was the time
frame designated for the Validation phase. This phase
consisted of testing the software and hardware at
Belmont National Bank. During this phase all "mission
critical" systems were tested by changing the date and
completing transactions with calculation results
validated. From March 1998 through the remainder of
1999 Belmont National Bank will implement new software,
hardware and/or any equipment that did not pass all Y2K
tests.
As of January 1999, all "mission critical" systems
had passed testing. Other less critical systems that
did not pass have been replaced. The regulatory agency
examiner has reviewed all test results.
Belmont National Bank has included a customer
awareness policy dedicated to maintaining updated
communication with its customer base. The Bank
provided a project update in June 1998 and issued
updates in February and October 1999. The Y2K status
reports were available through the Bank's Web site on
the Internet as well as to customers and employees at
all branch locations.
At its June 1998 meeting, the Loan Committee
established a Year 2000 evaluation form, which was
included in the lending policy for all new commercial
loan applicants. The lending department prepared and
distributed Y2K readiness surveys to existing loan
customers with aggregate balances greater than
$150,000. All returned survey responses were evaluated
and a rating was assigned to each commercial customer.
Year 2000 surveys were also sent to commercial
deposit account holders with balances greater than
$250,000. Senior Management reviewed these surveys and
took appropriate action based on a low to high risk
rating system.
Regular progress reports have been presented to
the Board of Directors of the Corporation.
25
<PAGE>
FORWARD-LOOKING STATEMENTS
Management has made statements in this document
that are forward-looking statements. One can identify
these statements by forward-looking words such as
"may," "will," intend," "expect," "anticipate,"
"believe," "estimate," and "continue" or similar words.
Forward-looking statements may also use different
phrases. Forward-looking statements address, among
other things, (1) our expectations; (2) projections of
our future results of operations or of our financial
condition; or (3) other "forward looking" information.
Management believes it is important to communicate
our expectations to our investors. However, events may
occur that we are not able to predict accurately or
which we do not fully control that could cause actual
results to differ materially from those expressed or
implied by our forward-looking statements, including:
- our inability to raise or maintain adequate levels
of capital, as required by the Office of the
Comptroller of the Currency or the Federal Reserve Bank
of Cleveland.
- our need to further reduce our total assets
through the sale of assets and the repayment of funding
sources, which could impair our ability to generate
earnings in future periods.
- our need to recognize loan losses or create
additional loan loss reserves due to additional problem
loans.
- unforeseen adverse conditions in our borrowers'
businesses or financial condition.
- changes in general economic and business
conditions and in the banking industry in particular.
- changes in banking regulations.
ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Interest rate risk management focuses on
maintaining net interest income within Board-approved
policy limits. The Corporation uses an earnings
simulation model to analyze net interest income
sensitivity to movements in interest rates. Given an
immediate, sustained 200 basis point upward shock to
the yield curve used in the simulation model, it is
estimated that net interest income for the Corporation
would increase by approximately 1.4% over one year. A
200 basis point sustained downward shock in the yield
curve would decrease net interest income by an
estimated 11.0%. These estimated changes are within
the policy guidelines established by the Corporation's
board of directors.
26
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal proceedings
As disclosed in its Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999, the Corporation
is a defendant in a suit for damages brought in the
Court of Common Pleas for Belmont County, Ohio on April
27, 1999 by George Michael Riley and others against the
Bank and certain former officers, among others,
alleging torts to have occurred in connection with the
Bank's denial of a loan to a third party to finance the
sale of a business owned by plaintiffs. In another
case filed in the same Court in May, 1999, Charles J.
and Rebecca McKeegan, the beneficial owners of the
potential purchaser of the business in the same
transaction claim damages in excess of $500,000 based
upon alleged tortious conduct as to them by defendants.
In both cases it is claimed that a former loan officer
of the Bank later purchased the business at a lower
price with financial assistance from the Bank's former
chief operating officer. Based on the advice of
counsel, the Corporation believes its exposure to
liability, if any, is minimal in each case.
As disclosed in its Current Report on Form 8-K
filed with the SEC on August 11, 1999, in July 1999,
the Corporation's directors unanimously approved and
entered into a consent order with the Office of the
Comptroller of the Currency and entered into a written
agreement with the Federal Reserve Bank of Cleveland
under which the Corporation and the Bank agreed to
meet specified conditions relating to its future
operations and capital requirements. The Bank had
largely anticipated these conditions and previously
began instituting many of the policies and procedures
specified in the agreements. See "Recent Developments"
in Part I, Item 2.
On August 16, 1999, the Bank was named as a
defendant in a lawsuit filed in the Belmont County
Common Pleas Court by a local attorney against his
former legal secretary, her husband, the Bank and
several other financial institutions and individuals
with whom the secretary did business. The complaint
alleges that the secretary embezzled funds from the
plaintiff's account over a period of several years by
forging his signature to checks and alleges negligence
on the part of the Bank for honoring such checks.
Damages are sought in the amount of $739,000. The Bank
believes that it has valid defenses against the claim
and intends to defend it vigorously. In addition, the
Corporation believes that any liability on the Bank's
part would be covered under its insurance policy.
As disclosed in its Current Report on Form 8-K
filed with the SEC on October 14, 1999, on October 12,
1999, the Corporation filed suit in the Court of Common
Pleas of Tuscarawas County, Ohio, alleging that it had
been the victim of an "elaborate fraud" that has
resulted in more than $15 million in losses to the
Bank. Following an extensive internal review of its
loan portfolio over recent months, the Bank is
seeking to bring additional claims against Steven D.
Schwartz, President of Schwartz Homes, Inc., the
now-closed New Philadelphia retailer of manufactured
homes. At the same time, the Bank has asked to enter
claims against three additional people: Linda Reese,
Schwartz Homes' Chief Financial Officer; William
Wallace, the Bank's former Executive Vice-President
and Chief Operating Officer; and Christine Wallace, his
wife. Management believes that these legal procedures
are an important step in the Bank's process of
recovering funds. In addition, because of Mr.
Wallace's alleged conduct as a bank officer and
director, the Bank is seeking to recover from its
indemnity bond insurance carrier the full amount of its
bond.
On October 21, 1999, a shareholder of the
Corporation filed an action against the Corporation,
the Bank and certain of the Corporation's and the
Bank's current and former officers and directors in the
Circuit Court of Ohio County, West Virginia. The
plaintiff alleges, among other things, that the Bank
and its directors and officers negligently transacted
and administered various loans with respect to Schwartz
Homes, Inc. and customers of Schwartz. The plaintiff
seeks damages for the loss in value of his stock and
other compensatory and punitive damages in an
unspecified amount and requests class action
certification for the common shareholders of the
Corporation. The Corporation intends to vigorously
defend this action.
27
<PAGE>
Item 2. Changes in securities and use of proceeds
None
Item 3. Defaults upon senior securities
None
Item 4. Submission of matters to a vote of security
shareholders
None
Item 5. Other information
As disclosed in the Current Report on Form 8-K
filed October 18, 1999, as amended by the 8-K/A filed
October 20, 1999, on October 13, 1999 the Corporation
dismissed S.R. Snodgrass, A.C. ("Snodgrass") as its
independent accountants. The decision to change
independent accountants was approved by the
Corporation's Board of Directors, and has been reported
to the Federal Reserve Bank and the Office of the
Comptroller of the Currency. During the two most recent
fiscal years, there have been no disagreements with
Snodgrass on any matter of accounting principles or
practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not
resolved to the satisfaction of Snodgrass, would have
caused them to make reference in their report on the
financial statements for such years, or any "reportable
events" within the meaning of Item 304(a)(1)(iv) of
Regulation S-K.
Snodgrass's report on the financial statements for
the past two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting
principles. The Corporation provided Snodgrass with a
copy of the disclosure included in the Form 8-K and
requested that Snodgrass furnish a letter addressed to
the SEC stating whether Snodgrass agreed with the
disclosure. Snodgrass advised that the Corporation
that it agreed with the disclosure in the Form 8-K. A
copy of Snodgrass's letter to the SEC was filed as an
exhibit to the Form 8-K/A.
Effective October 13, 1999, the Corporation
appointed Crowe, Chizek and Company LLP to serve as its
independent auditors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter ended September 30, 1999,
the Company filed one Current Report on Form 8-K. This
Report, dated August 11, 1999, discussed the agreements
entered into by the Bank and the Corporation with the Office
of the Comptroller of the Currency and the Federal Reserve Bank of
Cleveland, as described under "Recent Developments" in Part I,
Item 2.
28
<PAGE>
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.
Belmont Bancorp
(Registrant)
s/Wilbur R. Roat
By: Wilbur R. Roat
President and CEO
s/Jane Marsh
By: Jane Marsh
Secretary
(Principal Financial and
Accounting Officer)
January 10, 2000
29
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