<PAGE>
United States
Securities and Exchange Commision
Washington, D.C. 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 March 31, 2000
--------------
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: 0-12724
Belmont Bancorp.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1376776
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
325 Main St., Bridgeport, Ohio 43912
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(740)-695-3323
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. X Yes No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.:
Common Stock, $0.25 par value,
8,101,403 shares outstanding
as of May 8, 2000
<PAGE>
BELMONT BANCORP
Quarter Ending March 31, 2000
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Management's report on financial statements 3
Consolidated Balance Sheets - March 31, 2000 and
December 31, 1999 4
Consolidated Statements of Income-Three Months
Ended March 31, 2000 and March 31, 1999 5
Consolidated Statement of Changes in Shareholders' Equity
Three Months Ended March 31, 2000 7
Consolidated Condensed Statements of Cash Flows-Three Months
Ended March 31, 2000 and March 31, 1999 8
Notes to the Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk 20
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Changes in Securities 20
Item 3. Defaults upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
Signature page 22
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. (the "Company") 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 Company'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 Company
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
Company'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 and its subsidiaries, Belmont National Bank (the "Bank") and Belmont
Financial Network.
3
<PAGE>
Consolidated Balance Sheet
(Unaudited) ($000s except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and due from banks $ 9,561 $ 15,439
Federal funds sold 755 2,025
Loans held for sale 1,786 1,845
Securities available for sale at fair value 102,960 110,692
Loans 148,220 165,134
Less allowance for loan losses (6,369) (9,702)
----------------------------
Net loans 141,851 155,432
Premises and equipment, net 7,150 7,263
Deferred federal tax assets 8,626 8,823
Cash surrender value of life insurance 4,245 4,196
Federal taxes receivable 5,188 5,411
Accrued income receivable 1,716 1,751
Other assets 3,547 2,890
----------------------------
Total assets $287,385 $315,767
============================
Liabilities
Non-interest bearing deposits:
Demand $ 24,821 $ 28,685
Interest-bearing deposits:
Demand 27,293 28,456
Savings 69,530 77,403
Time 111,932 120,888
----------------------------
Total deposits 233,576 255,432
Securities sold under repurchase agreements 1,440 6,093
Federal funds purchased and other short-term borrowings 18,000 19,740
Long term borrowings 20,000 20,000
Accrued interest on deposits and other borrowings 708 747
Other liabilities 1,928 2,524
----------------------------
Total liabilities 275,652 304,536
----------------------------
Shareholders' Equity
Preferred stock - authorized 90,000 shares with
no par value; issued and outstanding, 16,500 shares
of Series A convertible preferred stock 1,650 1,650
Common stock - $0.25 par value, 17,800,000 shares
authorized; 5,288,326 issued) 1,321 1,321
Additional paid-in capital 7,904 7,904
Treasury stock at cost (51,792 shares) (1,170) (1,170)
Retained earnings 7,189 7,129
Accumulated other comprehensive loss (5,161) (5,603)
----------------------------
Total shareholders' equity 11,733 11,231
----------------------------
Total liabilities and shareholders' equity $287,385 $315,767
============================
</TABLE>
4
<PAGE>
Consolidated Statement of Income
(Unaudited) ($000s except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest Income
Loans:
Taxable $3,027 $ 4,859
Tax-exempt 69 70
Securities:
Taxable 1,099 1,977
Tax-exempt 534 385
Dividends 58 88
Interest on trading securities - 52
Interest on federal funds sold 28 37
------------------------------
Total interest income 4,815 7,468
------------------------------
Interest Expense
Deposits 2,281 2,892
Other borrowings 550 1,355
------------------------------
Total interest expense 2,831 4,247
------------------------------
Net interest income 1,984 3,221
Provision for loan losses 242 5,735
------------------------------
Net interest income (loss) after provision
for loan losses 1,742 (2,514)
------------------------------
Noninterest Income
Trust fees 109 128
Service charges on deposits 207 187
Other operating income 193 203
Trading gains (losses) - (60)
Investment securities gains (losses) (1) 40
Gain (loss) on sale of loans (7) 22
------------------------------
Total noninterest income 501 520
------------------------------
Noninterest Expense
Salary and employee benefits 981 1,082
Net occupancy expense of premises 215 251
Equipment expenses 217 229
Other operating expenses 1,072 710
------------------------------
Total noninterest expense 2,485 2,272
------------------------------
Income (loss) before income taxes (242) (4,266)
Income Taxes (Benefit) (302) (1,657)
------------------------------
Net income (loss) $ 60 ($2,609)
==============================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
2000 1999
<S> <C> <C>
Per Common Share Data:
Basic weighted average shares outstanding 5,236,534 5,232,060
Effect of dilutive securities:
Convertible preferred stock 825,000 -
----------------------------------
Dilutive potential common shares 6,061,534 5.232.060
----------------------------------
Net earnings per share:
Basic $ 0.01 ($0.50)
Diluted $ 0.01 ($0.50)
</TABLE>
6
<PAGE>
Consolidated Statement of Shareholders' Equity
For the Three Months Ended March 31, 2000
<TABLE>
<CAPTION>
Accumulated
Other
Additional Compre- Compre-
Preferred Common Paid-in Retained Treasury hensive hensive
Stock Stock Capital Earnings Stock Loss Income
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $1,650 $1,321 $7,904 $7,129 ($1,170) ($5,603)
Net income 60 $ 60
Other comprehensive income, net of tax
Unrealized gain on securities net of
reclassification adjustment 442 442
------------------------------------------------------------------
$1,650 $1,321 $7,904 $7,189 ($1,170) ($5,161)
================================================================== -------
Comprehensive income $502
=======
</TABLE>
7
<PAGE>
Consolidated Condensed Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999 ($000's)
<TABLE>
<CAPTION>
2000 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash from operating activities ($583) ($672)
Investing Activities
Proceeds from:
Maturities and calls of securities 2,001 54
Sales of securities available for sale 3,799 15,709
Principal collected on mortgage-backed securities 2,708 15,685
Sales of loans 1,494 5,539
Sales of other real estate owned 13 -
Purchases of:
Securities available for sale (120) (17,756)
Premises and equipment (57) (326)
Changes in:
Federal funds sold 1,270 -
Loans 11,846 (5,386)
------------------------------
Cash from investing activities 22,954 13,519
------------------------------
Financing Activities
Proceeds from:
Sale of treasury stock - 280
Payments on long-term debt - (204)
Dividends paid on common stock - (628)
Sale of branch deposits (10,311)
Changes in:
Deposits (21,856) 930
Repurchase agreements (4,653) (946)
Short-term borrowings (1,740) (1,100)
------------------------------
Cash from financing activities (28,249) (11,979)
------------------------------
Increase (Decrease) in Cash and Cash Equivalents (5,878) 868
Cash and Cash Equivalents, Beginning of Year 15,439 9,439
------------------------------
Cash and Cash Equivalents at March 31 $ 9,561 10,307
==============================
</TABLE>
Cash payments for interest for the three months ended March 31, 2000 and
1999 were $2,870,000 and $4,237,000, respectively. There were no cash payments
for income taxes for the three months ended March 31, 2000 and 1999.
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 Company's significant
accounting policies is set forth in Note 1 to the Consolidated Financial
Statements in the Company's Annual Report on Form 10K for the year ended
December 31, 1999.
Internal financial information is primarily reported and aggregated in the
banking line of business.
2. Related party transactions - The Company'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 2000. In
management's opinion, 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.
9
<PAGE>
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RECENT EVENTS
In 1999, the Bank entered into a consent order with the Office of the
Comptroller of the Currency which required, among other things, that the Bank
achieve by March 31, 2000, and thereafter maintain, Tier 1 capital at least
equal to 6% of adjusted total assets, which is referred to as a 6% Tier 1
leverage ratio. Tier 1 capital consists principally of shareholders' equity less
goodwill and a portion of deferred tax assets. The Company also entered into a
written agreement with the Federal Reserve Bank of Cleveland that requires,
among other things, that it maintain an adequate capital position for the Bank.
The Bank took various steps in seeking to satisfy this requirement, including:
. In October 1999, the Bank sold $38 million in investment securities
and used $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.
. In February 2000, the Company commenced a rights and companion
ancillary offering of $10 million of common stock. Ultimately, the Company
closed the offering on April 14, 2000 and accepted subscriptions for
2,039,869 shares at $2.00 per share and received gross offering proceeds of
$4,079,738.
. In November 1999, 10 of the Company's 12 directors purchased $1.65
million of Series A Convertible Preferred Stock. These shares were
converted into 825,000 shares of common stock at the conclusion of the
rights and ancillary offerings based upon the $2.00 per share offering
price for the Company's common stock in the rights and ancillary offering
that closed April 14, 2000.
On March 30, 2000, the Bank advised the Comptroller of the Currency that it
would not achieve the specified Tier 1 capital level by March 31, 2000 and
submitted a revised capital restoration plan that set forth other means to
achieve the objectives, including by seeking to raise additional capital through
the sale of the Company's common stock or by selling additional assets or
deposits. Since the Bank did not achieve the required Tier 1 leverage ratio by
March 31, 2000, it is not currently in compliance with the consent order of the
Comptroller of the Currency or the agreement with the Federal Reserve Bank of
Cleveland. Consequently, either the Comptroller of the Currency or the Federal
Reserve Bank of Cleveland could at any time take various actions or mandate that
the Company take specified actions, including the following:
. They could continue to monitor the Company's operations as they are
currently doing and allow more time to improve the Bank's capital position.
. They could assume a more active supervisory role and require the Bank to
implement changes in its business model or management.
. They could assume complete control of the management of the Company and
the Bank and seek to identify a strategic buyer to purchase the Company's assets
or liquidate its assets.
On April 14, 2000, the Comptroller of the Currency advised the Bank that it
would require additional detail and support of the actions proposed within the
Capital Restoration Plan and, therefore, could not accept the plan as submitted.
Management has begun to gather the additional information needed to revise the
plan and has continued a cooperative and on-going dialogue with the Comptroller
of the Currency.
At April 30, 2000, the Bank's unaudited estimated Tier 1 leverage ratio was
4.6% after accepting the proceeds of the rights and ancillary offerings.
Management believes the Company will need to raise approximately $4.0 million in
additional capital to achieve a Tier 1 leverage ratio equal to 6%.
The Securities and Exchange Commission did not accede to the Company's plan
of re-opening and extending the ancillary offering. Accordingly, on May 5,
2000, the Company filed a new registration statement with the Securities
10
<PAGE>
and Exchange Commission offering an additional 3,000,000 shares of common stock
at a subscription price of $2.00 per share. No assurance can be given that the
registration statement will be declared effective by the Securities and Exchange
Commission or, even if it is declared effective, that the offering will be
successful.
RESULTS OF OPERATIONS
SUMMARY
For the three months ended March 31, 2000, Belmont Bancorp. earned $60,000,
or $0.01 per share, compared to a loss of $2,609,000, or a loss of $0.50 per
share, for the three months ended March 31, 1999. After-tax earnings for the
first quarter of 2000 followed a year when the Company reported a loss of $11
million for 1999. The provision for loan losses was $242,000 for the first
quarter of 2000 compared to $5,735,000 for the first quarter of 1999. Tax
benefits of $302,000 were recognized for the first quarter of 2000.
The following table presents the annualized return on average shareholders'
equity and the annualized return on average assets for comparative periods of
2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended March 31
(Expressed in thousands) 2000 1999
- ------------------------------------------------------------------
<S> <C> <C>
Return on average assets 0.08% -2.44%
Return on shareholders' equity 2.17% -46.79%
Average assets $297,173 $427,510
Average shareholders' equity $ 11,075 $ 22,304
</TABLE>
Average assets for the quarter declined to $297 million for the first
quarter of 2000, compared to $428 million for the first quarter of 2000. During
1999, the Company undertook a plan to reduce the assets of the Bank in seeking
to improve its capital ratios. Average shareholders' equity declined as the
result of losses reported during 1999 and price depreciation of investment
securities classified as available for sale. The decline in market value in the
investment portfolio is primarily attributable to higher interest rates which
cause the price of bonds to decline.
Net interest income declined $1,237,000 for the first quarter of 2000
compared to the first quarter of 1999. This decline resulted substantially from
a smaller earning asset base. Average earning assets fell from $399 million
during the first quarter of 1999 to $276 million for the first quarter of 2000.
The taxable equivalent net interest margin was 3.31% and 3.49% for the three
months ended March 31, 2000 and 1999, respectively. Also impacting net interest
income was a decline in yields on earning assets. Loan yields fell from 9.90%
for quarter ended March 31, 1999 to 7.94% for the first quarter of 2000. The
increase in nonaccrual loans for the quarter ended March 31, 2000, which are
included in the balance of earning assets, was principally responsible for this
decline in loan yield. The cost of funds declined from 4.61% for the first
quarter of 1999 to 4.46% for the first quarter of 2000.
11
<PAGE>
<TABLE>
<CAPTION>
Three months ended March 31,
(Expressed in thousands) 2000 1999 % Change
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trust fees $109 $128 -14.8%
Service charges on deposits 207 187 10.7%
Gain (loss) on sale of loans (7) 22 -131.8%
Trading losses 0 (60) 100.0%
Other income 193 203 -4.9%
---------------------------------
Subtotal 502 480 4.6%
Security gains (losses) (1) (1) 0.0%
Gains on securities available
for sale 0 41 -100.0%
---------------------------------
Total $ 501 $ 520 -3.7%
---------------------------------
</TABLE>
INVESTMENT SECURITIES
The amortized cost and estimated market values of securities in the
Available for Sale portfolio at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
(Expressed in thousands) Cost Gains Losses Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. Government corporations and $ 8,474 $ 0 $ 458 $ 8,016
agencies
Obligations of states and political 44,323 46 5,630 38,739
subdivisions
Mortgage-backed securities 35,827 30 928 34,929
Collateralized mortgage obligations 15,280 18 585 14,713
Corporate trust preferred securities 3,105 0 238 2,867
Equity securities 3,771 85 160 3,696
---------------------------------------------------------------------
Total $110,780 $179 $7,999 $102,960
=====================================================================
</TABLE>
Market factors and prepayment speeds impact the yield and average lives of
mortgage-backed securities.
Rising interest rates cause bond prices to fall. The yield on the 10 year
U.S. Treasury note was at 5.20% at the end of March 1999, compared to 6.20% at
the end of March 2000. Higher interest rates contributed to price depreciation
in the Company's bond portfolio. Particularly affected are the municipal bonds
because these bonds typically have longer maturities than other bonds within the
portfolio resulting in higher market price depreciation.
At March 31, 2000, the Company owned various bonds of a single issuer, the
amortized cost of which exceeded 10% of total shareholders' equity. These
concentrations primarily occurred due to the decline in the Company's capital
during 1999. The following table details the issuer, amortized cost and
estimated market value of these bonds.
12
<PAGE>
<TABLE>
<CAPTION>
(Expressed in thousands)
Estimated
Issuer Amortized Cost Market Value
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Privately Issued Collateralized Mortgage Obligations:
Country Wide Home Loans $ 1,714 $ 1,624
Norwest Asset Securities Corporation 3,585 3,402
Residential Funding Mortgage Securities Corp. 1,591 1,498
General Obligations:
Hampton Township, PA School District 4,337 3,776
Harrison County, OH Courthouse Renovation 1,176 1,171
Hopkins, MI Public Schools 1,904 1,621
Mayfield, OH City School District 1,471 1,306
Mercedes, TX 1,307 1,143
Whisman, CA School District 2,329 1,977
Revenue Bonds:
Grant County KY Public Properties Corp. 1,958 1,673
Guadalupe-Blanco River Authority,
City of San Marcos, TX 1,756 1,480
McCracken County KY School District 1,371 1,194
Northern Tipton IN School District 1,612 1,386
Suburban Lancaster PA Sewer Authority 2,834 2,391
Equity Securities:
Federal Home Loan Bank stock 2,863 2,863
------------------------------
Total $31,808 $28,505
==============================
</TABLE>
13
<PAGE>
OPERATING EXPENSES
The following table shows the dollar amounts and change in various components
of operating expenses.
<TABLE>
<CAPTION>
Three months ended March 31,
(Expressed in thousands) 2000 1999 % Change
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Salaries and wages $ 789 $ 791 -0.3%
Employee benefits 192 291 -34.0%
Occupancy expense 215 251 -14.3%
Furniture and equipment expense 217 229 -5.2%
Telecommunication expense 54 55 -1.8%
Taxes other than payroll and real estate 31 103 -69.9%
Supplies and printing 44 62 -29.0%
Insurance, including federal deposit insurance 195 35 457.1%
Amortization of intangibles 3 36 -91.7%
Legal fees 262 29 803.4%
Consulting expense 72 12 500.0%
Examinations and audits 70 57 22.8%
Legal settlements 10 - na
Other (individually less than 1% of total income) 331 321 3.1%
-------------------------------------------
Total $2,485 $2,272 9.4%
===========================================
</TABLE>
Earnings of the Company have been negatively impacted by the cost
associated with litigation. Legal fees increased to $262,000 for the first
three months of March 2000 compared to $29,000 for the same period in 1999.
FDIC insurance premiums have increased based on the Bank's higher risk
classifiation due to its capital ratios and regulatory rating. The increase in
consulting expense for the first quarter of 2000 compared to the first quarter
of 1999 was due to placement fees paid for the recruitment of new employees and
costs associated with continuing the investigation into loan irregularities
discovered and previously reported during 1999.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The Company provides as an expense an amount which reflects expected loan
losses. This provision is based on the growth of the loan portfolio and on
historical loss experience. The expense is called the provision for loan losses
in the Consolidated Statement of Income. Actual losses on loans are charged
against the allowance built up on the Consolidated Balance Sheet through the
provision for loan losses. The amount of loans actually removed as assets from
the Consolidated Balance Sheets is referred to as charge-offs and, after netting
out recoveries of previously charged-off assets, becomes net charge-offs.
14
<PAGE>
The following table details the activity within the Allowance for Loan
Losses for the first quarter of 2000 and 1999 and also includes various loan
charge-off statistics.
<TABLE>
<CAPTION>
Allowance for Loan Loan Losses
(Expressed in thousands) 2000 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance, beginning of period $ 9,702 $ 5,474
Provision for loan losses 242 5,735
Loans charged-off 3,594 4,529
Recoveries on loans previously charged-off 19 1
---------------------------
Net charge offs 3,575 4,528
Balance, end of period $ 6,369 $ 6,681
---------------------------
Loans outstanding $150,006 $203,370
Average loans $159,829 $203,226
Annualized net charge offs as a percent of:
Average loans and leases 8.95% 8.91%
Total loans at end of period 9.53% 8.91%
Allowance for loan losses 224.53% 271.10%
Allowance for loan losses to:
Average loans 3.98% 3.29%
Total loans at end of period 4.25% 3.29%
Non-performing assets 56.37% 59.97%
</TABLE>
On March 16, 2000, a confirmation order was approved by the court in the
Schwartz Homes, Inc. bankruptcy. According to the agreement, the Bank received
settlement proceeds of $1,212,000 on March 30, 2000, and the Bank expects to
receive additional funds in subsequent quarters of 2000. The proceeds of the
settlement check received in March were applied to the remaining credit exposure
for the Schwartz homebuilder loans. All of the remaining balances of the
Schwartz homebuilder loans were charged off against the allowance for loan
losses. Of the $3,594,000 in loans charged off during the first quarter of
2000, $3,310,000 were Schwartz homebuilder loans and $82,000 was related to the
Schwartz commercial loan relationship. Presently, there are no loans related to
either the Schwartz homebuilder loan program or the Schwartz commercial loan
relationship remaining on the books of the Company.
NON-PERFORMING ASSETS
Non-performing assets consist of (1) non-accrual loans, leases and debt
securities for 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 March 31, 1999, December 31,
1999 and March 31, 2000 follows:
15
<PAGE>
<TABLE>
<CAPTION>
Non-performing assets March 31, Dec. 31, March 31,
(Expressed in thousands) 2000 1999 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-accrual loans $11,261 $13,769 $10,962
Ninety days past due loans
still accruing interest 0 541 19
Other real estate owned 37 0 160
-----------------------------------
Total $11,298 $14,310 $11,141
===================================
Restructured loans included
in above totals $ 0 $ 0 $ 30
Restructured loans in compliance
with modified terms 1,123 1,046 1,592
</TABLE>
16
<PAGE>
Loans restructured and in compliance with modified terms are not included
in total non-performing assets. Total non-performing assets were $11,298,000 or
3.93% of total assets at March 31, 2000, compared to $11,141,000 or 2.63% of
total assets at March 31, 1999.
Impaired loans at March 31, 2000 compared to December 31, 1999 were as
follows:
<TABLE>
<CAPTION>
(Expressed in thousands) March 31, 2000 December 31, 1999
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans with no allocated allowance for loan losses $ 619 $ 352
Impaired loans with allocated allowance for loan losses 11,899 13,930
--------------------------------------
Total $12,518 $14,282
Amount of the allowance for loan losses allocated $ 2,777 $ 5,157
</TABLE>
In addition to the schedule of non-performing assets, management prepares a
watch list consisting of loans which they have determined require closer
monitoring to further protect the Company against loss. At March 31, 2000, the
balance of loans and available credit classified by management as substandard
due to delinquency, a change in financial position, or other factors and not
included as non-performing assets totaled $16,663,000; loans classified as
doubtful totaled $129,000.
LOAN CONCENTRATIONS
The Company 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 $11.9 million, or 7.9% of total loans, at March 31, 2000. Except for
the amusement industry loans, the concentrations of credit occurred as a result
of reductions in the Bank's Tier 1 capital. Tier 1 capital consists principally
of shareholders' equity less goodwill and a portion of deferred tax assets.
Other concentrations of credit as of March 31, 2000, are depicted in the table
below based on the percentage of the Bank's Tier 1 capital. Concentrations
exceeding 25% of Tier 1 capital are detailed below.
17
<PAGE>
<TABLE>
<CAPTION>
Loan Balance and % of
(Expressed in thousands) Available Credit Tier 1 Capital
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Amusement Industry-Services and Manufacturing $11,858 130.3%
Commercial Apartments and Rentals 6,472 71.1%
Commercial Office Buildings and Rentals 5,515 60.6%
Services - Hotel/Motel 4,449 48.9%
General Building Contracting 4,082 44.9%
Commercial Construction Contracting 3,789 41.6%
Miscellaneous fabricated metal products 3,541 38.9%
Services - Car Washes 3,158 34.7%
Bituminous Coal Mining 2,805 30.8%
Tire Recycling 2,480 27.3%
Services -Physicians 2,456 27.0%
Retailers - Fast Food 2,358 25.9%
</TABLE>
The Company is seeking to reduce its concentrations of credit by industry
to reduce credit exposure to a single industry, particularly the amusement
industry. Since September 30, 1999, the Bank has reduced loans and credit
facilities available to the amusement industry from $19.8 million to $11.9
million at March 31, 2000.
CAPITAL RESOURCES
The table below depicts the capital ratios for the Bank and for the Company
on a consolidated basis as of March 31, 2000. In addition, the table depicts
the regulatory requirements for classification as "adequately capitalized" under
the regulatory guidelines for Prompt Corrective Action. 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 loan losses. Total capital consists of Tier
1 and Tier 2 capital. Under the Consent Order with the Office of the Comptroller
of the Currency, the Bank will not be treated as "well capitalized" even if it
achieves and maintains a Tier 1 leverage ratio of 6% unless and until the
consent order is terminated or modified to eliminate the capital requirement
under the Consent Order.
<TABLE>
<CAPTION>
To Be Adequately Capitalized
For Capital Under Prompt
Actual Adequacy Purposes Corrective Action Provisions
(Expressed in thousands) Amount Ratio Amount Ratio Amount Ratio
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
As of March 31, 2000:
Total risk based capital to risk
weighted assets:
Consolidated $13,650 7.2% $15,186 8.0% $15,186 8.0%
Bank 11,303 6.0% 15,010 8.0% 15,010 8.0%
Tier 1 capital to risk weighted assets:
Consolidated 11,227 5.9% 7,593 4.0% 7,593 4.0%
Bank 8,907 4.7% 7,505 4.0% 7,505 4.0%
Tier 1 capital to average assets:
Consolidated 11,227 3.8% 11,867 4.0% 11,867 4.0%
Bank 8,907 3.0% 11,755 4.0% 11,755 4.0%
</TABLE>
As previously described under the caption, "Recent Events," the Company
closed its rights and ancillary offerings for common stock on April 14, 2000 and
accepted subscriptions for 2,039,869 shares at $2.00 per share. Gross offering
proceeds were $4,079,738, or $3,879,738 after netting costs of the offering.
The net offering proceeds were used to improve the capital of the Bank. As of
April 30, 2000, the Bank's unaudited estimated Tier 1 leverage ratio was 4.6%;
its Tier 1 to risk weighted assets ratio was 7.0%; and its total Tier 1 and Tier
2 to risk weighted assets ratio was 8.3%.
18
<PAGE>
On May 5, 2000, the Company filed a registration statement with the
Securities and Exchange Commission proposing to offer 3,000,000 additional
shares of its common stock for sale at a price of $2.00 per share. The proceeds
from this offering will also be used to increase the Bank's capitalization.
There can be no assurances regarding to what extent this proposed offering shall
be subscribed.
LIQUIDITY
The Company meets its liability based needs through the operation of the
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
$243.0 million for the first quarter of 2000 compared to $301.6 million for the
first quarter of 1999. At the end of January 1999, the Bank sold its Jewett,
Ohio branch deposits totaling approximately $10 million. The average deposit
balance of a single, public depository declined by $15.6 million from the first
quarter of 1999 compared to the first quarter of 2000.
The Asset/Liability Committee meets weekly to monitor the funding position
of the Bank and to adjust offered rates on Bank products when appropriate.
The Bank also has secured and unsecured lines of credit with various
correspondent banks totaling $5,100,000 which may be used as an alternative
funding source; at March 31, 2000, none of these lines were utilized.
At March 31, 2000, the Bank had a credit line with the Federal Home Loan
Bank of Cincinnati (FHLB) for $20 million plus a temporary credit line of $2
million not to exceed three consecutive days. The balance of the FHLB line at
March 31, 2000 was $18 million. Credit facilities at the FHLB are subject to
certain collateral requirements.
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) the
Company's expectations; (2) projections of the Company's future results of
operations or of its financial condition; or (3) other "forward looking"
information.
Management believes it is important to communicate the Company's
expectations to its shareholders. However, events may occur that the Company
is not able to predict accurately or which it does not fully control that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements, including:
. The Company's or the Bank's 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.
. the need to further reduce total assets through the sale of assets and the
repayment of funding sources, which could impair the Company's ability to
generate earnings in future periods.
. the need to recognize loan losses or create additional loan loss reserves
due to additional problem loans.
. unforeseen adverse conditions in businesses or financial condition of the
Bank's borrowers.
. changes in general economic and business conditions and in the banking
industry in particular.
. changes in banking regulations.
19
<PAGE>
ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 3 has been disclosed in Item 7A of the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
There has been no material change in the disclosure regarding market risk.
PART II - OTHER INFORMATION
Item 1. Legal proceedings
Other than as described below, since the date of the filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 1999, there
have been no material new legal proceedings involving the Company or any
material developments to the proceedings described in such 10-K.
In April 2000, the Company filed a civil action in the Circuit Court of
Ohio County, West Virginia against Progressive Casualty Insurance Company of
Ohio and a former bank officer. The bank is seeking payment of a financial
institution bond issued by Progressive to the Company with a face amount of
$4.75 million. Progressive has declined to honor the bond claim. The bond
provides coverage to the bank for losses resulting from the dishonest and
fraudulent acts committed by an employee acting alone or in collusion with
others. In addition to demanding the $4.75 million judgment, the Company is
seeking judgment against Progressive and William Wallace, former chief operating
officer of the Company, for compensatory damages of $10 million and punitive
damages of $15 million for total damages of $25 million.
Item 2. Changes in securities and use of proceeds
Recent Sale of Securities
On April 14, 2000, the Company completed a rights and companion ancillary
offering for common stock in which 2,039,869 shares were sold at $2.00 per
share; gross proceeds of the offering were $4,079,738. The proceeds from the
offering were used to pay the costs of the offering (estimated to be $200,000)
and the balance of the proceeds were applied to increase the Bank's Tier 1
capital.
In addition, in November 1999, 10 directors purchased $1.65 million of
Series A Convertible Preferred Stock which were converted into 825,000 shares of
common stock at the conclusion of the rights and ancillary offering based upon
the $2.00 per share offering price in the completed offering. These shares are
treated as "restricted securities" as that term is defined in Rule 144 under the
Securities Act of 1933. The Series A Convertible Preferred Stock was issued
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933 and rules thereunder. The common stock issued upon the conversion
of the Series A Convertible Preferred Stock was issued pursuant to the exemption
from registration under Section 3(a)(9) of the Securities Act of 1933.
On May 5, 2000, the Company filed a registation statement with the
Securities and Exchange Commission offering 3,000,000 additional shares of
common stock at a subscription price of $2.00 per share.
Item 3. Defaults upon senior securities
None
Item 4. Submission of matters to a vote of security shareholders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
20
<PAGE>
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
None
21
<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)
By: /s/Wilbur Roat
----------------------------
Wilbur Roat
President & CEO
By: /s/Jane Marsh
-----------------------------
Jane Marsh
Secretary
(Principal Financial and Accounting Officer)
May 12, 2000
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,561
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 755
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 102,960
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 150,006
<ALLOWANCE> 6,369
<TOTAL-ASSETS> 387,385
<DEPOSITS> 233,576
<SHORT-TERM> 19,440
<LIABILITIES-OTHER> 2,636
<LONG-TERM> 20,000
0
1,650
<COMMON> 1,321
<OTHER-SE> 8,762
<TOTAL-LIABILITIES-AND-EQUITY> 287,385
<INTEREST-LOAN> 3,096
<INTEREST-INVEST> 1,691
<INTEREST-OTHER> 28
<INTEREST-TOTAL> 4,815
<INTEREST-DEPOSIT> 2,281
<INTEREST-EXPENSE> 2,831
<INTEREST-INCOME-NET> 1,984
<LOAN-LOSSES> 242
<SECURITIES-GAINS> (1)
<EXPENSE-OTHER> 2,485
<INCOME-PRETAX> (242)
<INCOME-PRE-EXTRAORDINARY> 60
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
<YIELD-ACTUAL> 3.31
<LOANS-NON> 11,261
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 16,792
<ALLOWANCE-OPEN> 9,702
<CHARGE-OFFS> 3,594
<RECOVERIES> 19
<ALLOWANCE-CLOSE> 6,369
<ALLOWANCE-DOMESTIC> 6,369
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
