<PAGE>
SECURITIES AND EXCHANGE COMMISSION
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 September 30, 1997.
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: 0-13585
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1632155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 868, EVANSVILLE, INDIANA 47705-0868
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 464-9677
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 shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT OCTOBER 31, 1997
(Common stock,
$1.00 Stated value) 9,495,341
<PAGE>
NATIONAL CITY BANCSHARES, INC.
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Condensed consolidated statements of
financial position-
September 30, 1997, December 31, 1996,
and September 30, 1996 1
Condensed consolidated statements of income-
three months and nine months ended
September 30, 1997 and 1996 2
Condensed consolidated statements of cash flows-
nine months ended September 30, 1997 and 1996 3
Notes to condensed consolidated financial statements 6
Management's discussion and analysis of financial
condition and results of operations 9
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 14
SIGNATURES 14
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Financial Position
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
September December September
30 31 30
1997 1996 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 31,228 $ 36,728 $ 38,436
Time deposits in banks 2,484 1,784 2,573
Securities held to maturity - 158,295 143,137
Securities available for sale 263,971 101,215 107,966
Nonmarketable equity securities 10,120 5,165 4,766
Federal funds sold - 600 3,400
Loans 819,186 723,308 728,888
Less: Allowance for loan losses 6,995 6,275 5,527
- ----------------------------------------------------------------------------
Loans-net 812,191 717,033 723,361
Premises and equipment 27,897 21,797 18,917
Other real estate owned 65 66 234
Income earned but not collected 11,881 11,407 10,901
Other assets 17,656 14,996 15,020
- ----------------------------------------------------------------------------
TOTAL ASSETS $1,177,493 $1,069,086 $1,068,711
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
LIABILITIES
Deposits:
Noninterest-bearing demand $ 102,382 $ 112,709 $ 99,245
Interest-bearing savings and time 776,135 712,662 724,582
- ----------------------------------------------------------------------------
Total deposits 878,517 825,371 823,827
Federal funds purchased and securities
sold under agreements to repurchase 70,977 64,294 65,051
Notes issued to the U.S. Treasury 4,568 1,721 3,222
Other borrowings 84,704 49,706 48,271
Dividends payable 1,522 1,512 1,447
Accrued interest payable 4,447 4,032 3,918
Other liabilities 8,742 4,739 5,941
- ----------------------------------------------------------------------------
Total liabilities 1,053,477 951,375 951,677
- ----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C> <C>
Common stock-$1.00 stated value 9,511 9,435 9,498
9/30/97 12/31/96 9/30/96
---------- ---------- ----------
Authorized 20,000,000 20,000,000 20,000,000
Outstanding 9,510,741 9,435,432 9,497,561
Capital surplus 45,539 56,457 45,566
Retained earnings 66,588 51,780 62,327
Unrealized gain (loss) on securities
available for sale 2,378 39 (357)
- ----------------------------------------------------------------------------
Total shareholders' equity 124,016 117,711 117,034
- ----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,177,493 $1,069,086 $1,068,711
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Income
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30 September 30
- ----------------------------------------------------------------------------
1997 1996 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $18,343 $16,134 $52,186 $46,961
Interest and dividends on securities 4,052 3,684 12,153 10,922
Interest on federal funds sold 105 8 180 171
Interest on other investments 46 30 111 129
- ----------------------------------------------------------------------------
Total interest income 22,546 19,856 64,630 58,183
- ----------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits 8,360 7,304 23,942 22,070
Interest on funds borrowed 2,154 1,339 5,481 3,422
- ----------------------------------------------------------------------------
Total interest expense 10,514 8,643 29,423 25,492
- ----------------------------------------------------------------------------
NET INTEREST INCOME 12,032 11,213 35,207 32,691
Provision for loan losses 641 280 1,145 801
- ----------------------------------------------------------------------------
Net interest income after
provision for loan losses 11,391 10,933 34,062 31,890
- ----------------------------------------------------------------------------
NONINTEREST INCOME
Trust income 479 421 1,262 1,280
Service charges on deposit accounts 981 946 2,771 2,526
Security gains (losses) 47 9 666 32
Other 951 706 2,493 1,904
- ----------------------------------------------------------------------------
Total noninterest income 2,458 2,082 7,192 5,742
- ----------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits 4,217 3,852 12,421 11,318
Premises and equipment 1,092 1,006 3,077 2,902
Assessments of the FDIC 42 649 120 758
Other 2,199 1,792 6,509 5,169
- ----------------------------------------------------------------------------
Total noninterest expense 7,550 7,299 22,127 20,147
- ----------------------------------------------------------------------------
Income before income taxes 6,299 5,716 19,127 17,485
Income taxes 1,874 1,903 5,752 5,933
- ----------------------------------------------------------------------------
NET INCOME $ 4,425 $ 3,813 $13,375 $11,552
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Earnings per share:
Primary $0.46 $0.40 $1.40 $1.20
Fully diluted $0.46 $0.40 $1.40 $1.20
Weighted average shares outstanding:
Primary 9,603,165 9,512,031 9,526,749 9,601,860
Fully diluted 9,606,389 9,512,031 9,535,520 9,601,860
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 13,375 $ 11,552
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 444 251
Depreciation 1,495 1,292
Provision for loan losses 1,145 801
Writedown of other real estate owned 87 61
Securities (gains) losses (666) (32)
Originations of loans held for sale (16,226) (17,775)
Proceeds from sales of loans held for sale 16,483 17,909
(Gain) loss on sales of loans held for sale (257) (134)
(Gain) on sale of premises and equipment (123) (21)
(Gain) loss on sale of other real estate owned 1 1
Increase (decrease) in deferred taxes 362 329
Changes in assets and liabilities:
(Increase) decrease in income earned but not collected (290) 29
(Increase) decrease in other assets (461) (1,126)
Increase (decrease) in accrued interest payable 180 49
Increase (decrease) in other liabilities 1,889 1,084
- ---------------------------------------------------------------------------
Net cash flows provided by operating activities 17,438 14,270
- ---------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing time
deposits in banks (700) 3,938
Proceeds from matured securities held to maturity 6,761 7,938
Proceeds from matured securities available for sale 39,700 48,698
Proceeds from sales of securities held to maturity 3,509 1,200
Proceeds from sales of securities available for sale 16,880 6,155
Proceeds from sales of nonmarketable equity securities 803 -
Purchases of securities held to maturity (26,321) (38,862)
Purchases of securities available for sale (38,008) (17,861)
Purchases of nonmarketable equity securities (4,985) (762)
(Increase) decrease in federal funds sold 1,550 (1,880)
(Increase) decrease in loans made to customers (58,902) (41,008)
Capital expenditures (8,775) (5,132)
Proceeds from sale of premises and equipment 1,998 26
Proceeds from sale of other real estate owned 310 109
Purchase of subsidiary, net of cash and cash
equivalents acquired (5,846) (10,808)
- ---------------------------------------------------------------------------
Net cash flows provided by (used in)
investing activities (72,026) (48,249)
- ---------------------------------------------------------------------------
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these statements.
3
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 17,986 $ 5,828
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase 6,683 12,222
Net proceeds (payments) in notes issued to
the U.S. Treasury 2,847 453
Proceeds from other borrowings 122,275 29,557
Payments on other borrowings (91,304) (1,695)
Dividends paid (4,495) (3,770)
Repurchase of common stock (13,322) (10,318)
Sale of common stock 1,310 1,194
Issuance of common stock related to acquisition 6,572 -
Proceeds from exercise of stock options 536 -
- ---------------------------------------------------------------------------
Net cash flows provided by (used in)
financing activities 49,088 33,471
- ---------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (5,500) (508)
Cash and cash equivalents at beginning of period 36,728 38,944
- ---------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 31,228 $ 38,436
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $29,244 $25,443
Income taxes 4,779 6,007
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES
Change in allowance for unrealized gain
(loss) on securities available for sale $ (3,848) $ 1,090
Increase (decrease) in deferred taxes
attributable to securities available for sale 1,509 (428)
Transfer of securities from held to maturity to
available for sale 174,616 -
Other real estate acquired in settlement of loans 372 22
</TABLE>
(Continued on next page)
The accompanying notes are an integral part of these statements
4
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30
- ---------------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES (Continued)
Purchase of subsidiary:
Purchase price $ 6,797 $ 12,038
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Assets acquired:
Cash and cash equivalents $ 951 $ 1,230
Interest-bearing deposits in banks - 1,488
Securities 3,029 22,187
Federal funds sold 950 100
Loans 37,773 24,214
Premises and equipment 698 364
Income earned but not collected 184 688
Other real estate owned 25 -
Other assets 2,852 5,643
Liabilities assumed:
Deposits (35,160) (43,279)
Other borrowings (4,027) -
Accrued interest payable (235) (306)
Deferred taxes payable (34) -
Other liabilities (209) (291)
Common stock issued - -
- ---------------------------------------------------------------------------
Accounts payable $ 6,797 $ 12,038
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The accompanying unaudited condensed consolidated financial statements
include the accounts of National City Bancshares, Inc. and its
subsidiaries (collectively, the "Corporation"). At September 30,
1997, the Corporation owned 100% of ten commercial bank subsidiaries,
one savings bank subsidiary, a leasing corporation, a property
management company, and a financial services company. All significant
intercompany transactions are eliminated in consolidation.
The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). While
the financial statements are unaudited, they do reflect all
adjustments which, in the opinion of management, are necessary for a
fair statement of the results of operations for the interim periods.
All such adjustments are of a normal recurring nature. Pursuant to
SEC rules, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from
these financial statements unless significant changes have taken place
since the end of the most recent fiscal year. The accompanying
financial statements and notes thereto should be read in conjunction
with the Corporation's financial statements and notes for the year
ended December 31, 1996 included in the Corporation's Annual Report on
Form 10-K as filed with the SEC.
Because the results from commercial banking operations are so closely
related and responsive to changes in economic conditions, the results
for any interim period are not necessarily indicative of the results
that can be expected for the entire year.
NOTE 2
In the normal course of business, there are outstanding various other
commitments and contingent liabilities which are not reflected in the
accompanying financial statements. The Corporation uses the same
credit policies in making commitments and conditional obligations as
it does for other instruments.
<TABLE>
<CAPTION>
9/30/97 12/31/96
-------------------------------------------------------------
<S> <C> <C>
Standby letters of credit $ 10,299,000 $ 14,776,000
Commitments to extend credit $132,861,000 $103,299,000
</TABLE>
6
<PAGE>
NOTE 3
On March 1, 1997, the Corporation acquired First Federal Savings Bank
of Leitchfield, a $43 million savings bank located in Leitchfield,
Kentucky. This acquisition was accounted for as a purchase, and the
results of operations of First Federal Savings Bank of Leitchfield
since the acquisition have been included in the financial statements.
The excess of the acquisition cost over the fair value of net assets
acquired in the amount of $2,807,000 will be amortized over 25 years
using the straight-line method.
On July 31, 1997, the Corporation issued 374,986 shares of the
Corporation's common stock in exchange for all of the outstanding
common stock of Bridgeport Bancorp, Inc. ("BBI"), Bridgeport,
Illinois, the parent company of, First National Bank of Bridgeport.
At consummation of the merger, BBI was merged with the Corporation.
At June 30, 1997, First National Bank of Bridgeport had total assets
of $40 million, total loans of $22 million, and total deposits of $33
million. Third quarter 1997 financial data reflect accounting for
this transaction as a pooling of interests; however, due to the size
of the acquired company, the Corporation did not restate earlier
periods of 1997 or prior-year data. Management is currently reviewing
whether this acquisition should be accounted for as a purchase;
however, the consequences of using either method of accounting would
not have a material adverse effect on the Corporation's financial
statements.
On August 6, 1997, the Corporation entered into an agreement for the
acquisition by merger of Fourth First Bancorp ("Fourth First"),
Huntingburg, Indiana, a one bank holding company for the First Bank of
Huntingburg, an approximately $106 million bank located in
Huntingburg, Indiana. The Corporation will issue shares of its common
stock in exchange for all the outstanding common shares of Fourth
First. The transaction, which is subject to shareholder and
regulatory approval, is expected to be accounted for as a pooling of
interests.
NOTE 4
A five percent stock dividend was paid December 9, 1996, to
shareholders of record November 25, 1996. A two-for-one stock split
was issued April 19, 1996, to shareholders of record April 8, 1996.
All weighted average shares and per share data presented herein have
been restated for the effects of this stock dividend and stock split.
On October 22, 1997, the Corporation declared a five percent stock
dividend payable on December 8, 1997, to shareholders of record at the
close of business on November 24, 1997.
7
<PAGE>
NOTE 5
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." SFAS 128 requires the presentation of both
basic earnings per share and diluted earnings per share. Basic
earnings per share will be computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted
earnings per share will be computed in the same manner currently used
by the corporation in computing fully diluted earnings per share.
SFAS 128 will be effective for financial statements issued for periods
ending after December 15, 1997. If SFAS 128 had been in effect during
the period ending September 30, 1997, the following per share amounts
would have been reported:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30 September 30
-----------------------------------------------------------
<S> <C> <C>
Basic earnings per share $0.47 $1.42
Diluted earnings per share 0.46 1.40
</TABLE>
8
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NET INCOME
Net income for the quarter ended September 30, 1997, was $4,425,000,
or $0.46 per share, compared to $3,813,000, or $0.40 per share, for
the third quarter of 1996. This is an increase of $612,000, or 16.1
percent. For the first nine months of 1997, net income was
$13,375,000, or $1.40 per share, compared to $11,552,000, or $1.20 per
share, for the first nine months of 1996, an increase of $1,823,000,
or 15.8 percent. The weighted average number of shares outstanding
was 9,603,165 and 9,526,749 for the three and nine months,
respectively, ended September 30, 1997, compared to 9,512,031 and
9,601,860 during the like periods last year. Shares have been
repurchased by the Corporation for the dividend reinvestment program
and for the repurchase programs announced January 3, 1996 and December
23, 1996.
NET INTEREST INCOME
Net interest income in the third quarter of 1997 increased $1,243,000,
or 10.5 percent, on a tax equivalent basis, from the year-ago quarter.
For the first nine months of 1997, net interest income increased
$3,838,000, or 11.2 percent, on a tax equivalent basis, from the same
period last year. Average earning assets were $1,079,339,000 and
$958,434,000, an increase of $120,905,000, or 12.6 percent, during the
third quarters of 1997 and 1996, respectively. For the first nine
months of 1997 and 1996, average earning assets were $1,044,839,000
and $936,751,000, respectively. Average loans increased $88,826,000
or 12.5 percent, for the quarter, and average securities increased
$30,876,000, or 12.8 percent, for the quarter.
The growth in net interest income was due to increases in average
earning assets and average interest-bearing liabilities. Total
interest income increased $7,769,000, or 13.0 percent, on a tax
equivalent basis, during the first nine months of 1997 from the same
period of 1996, compared to a $3,931,000, or 15.4 percent increase in
total interest expense. The increases in both interest income and
interest expense were primarily due to increases in volumes.
The net interest margin decreased to 4.82 percent for the third
quarter of 1997, compared to 4.92 percent during the year-ago quarter
and to 4.89 percent for the first nine months of 1997 from 4.91
percent during the same period last year.
9
<PAGE>
UNDERPERFORMING ASSETS
Listed below is a two-year comparison of underperforming assets.
<TABLE>
<CAPTION>
9/30/97 9/30/96
<S> <C> <C>
---------------------------------------------------------------
Nonaccrual loans $2,693,000 $3,217,000
Restructured loans 75,000 192,000
90 days past due loans 1,732,000 1,177,000
---------------------------------------------------------------
Total underperforming loans 4,500,000 4,586,000
Nonaccrual securities:
Agency-issued CMO 21,000 35,000
Other real estate held 65,000 234,000
---------------------------------------------------------------
Total underperforming assets $4,586,000 $4,855,000
---------------------------------------------------------------
---------------------------------------------------------------
</TABLE>
Past due 90 days or more, nonaccrual, and renegotiated loans have
decreased to 0.5 percent of total loans at September 30, 1997, from
0.6 percent as of September 30, 1996. Of the loans in this category,
49.9 and 48.1 percent were secured by real estate at September 30,
1997 and 1996, respectively. Potential problem loans, other than
underperforming loans, amounted to $36,359,000 at September 30, 1997
and $35,432,000 at September 30, 1996.
ALLOWANCE FOR LOAN LOSSES
Net charge-offs amounted to $314,000 during the third quarter of 1997
and $942,000 during the first nine months of 1997, compared to
$413,000 and $976,000 in the corresponding periods in the prior years.
The provision for loan losses during the first nine months of 1997 was
$1,145,000, compared to $801,000 from the comparable year-ago period.
The provision is based on a quarterly review of the allowance for loan
losses. Some of the factors used in this review include current
economic conditions and forecasts, risk by type of loan, previous loan
loss experience, and evaluation of specific borrowers and collateral.
As of September 30, 1997, management considered the reserve for loan
losses adequate to provide for potential loan losses.
NONINTEREST INCOME
Noninterest income for the third quarter of 1997 increased $376,000,
or 18.1 percent, and for the first nine months of 1997 increased
$1,450,000, or 25.3 percent from the year-ago periods. Trust income
decreased $18,000 or 1.4 percent for the first nine months of 1997.
Service charges on deposit accounts increased $245,000, or 9.7
percent, from the year ago period due to changes in fee schedules.
Net security gains were $666,000 for the first nine months of 1997,
compared to $32,000 for the same period 1996. Other noninterest
income increased $589,000, or 30.9 percent, during 1997, primarily due
to the implementation of new fees.
10
<PAGE>
NONINTEREST EXPENSE
Noninterest expense increased $251,000, or 3.4 percent and $1,980,000
or 9.8 percent in the third quarter and the first nine months of 1997,
respectively. Salaries and employee benefits increased $365,000, or
9.5 percent for the third quarter and $1,103,000, or 9.8 percent for
the first nine months of 1997. Expenses of premises and equipment
increased $86,000, or 8.6 percent for the third quarter and $175,000,
or 6.0 percent, during 1997. The cost of federal deposit insurance
decreased $607,000, or 93.5 percent, for the quarter, and decreased
$638,000, or 84.2 percent, for the first nine months of 1997, which
was primarily due to a one-time assessment of $595,000 on September
30, 1996 for the Savings Association Insurance Fund, and a lower
premium rate. Other items in this category increased $1,340,000, or
25.9 percent for the first nine months of 1997, primarily due to
acquisitions accounted for under the purchase method.
FINANCIAL POSITION ANALYSIS
Cash and cash equivalents decreased $7,208,000, or 18.8 percent, and
interest-bearing time deposits in banks decreased $89,000, or 3.5
percent, during the past year. Federal funds sold decreased
$3,400,000, or 100.0 percent.
Securities increased $18,222,000, or 7.1 percent, during the past year
principally due to acquisitions. The largest increase was in tax-
exempt municipals which increased $59,783,000, or 63.9 percent.
Taxable municipals increased $390,000, or 12.9 percent, and
nonmarketable equity securities increased $5,354,000, or 112.3
percent, primarily due to the purchase of additional stock in Federal
Home Loan Banks. All other types of securities decreased, with the
largest decrease noted in U.S. Government and agency securities which
decreased $28,049,000, or 39.6 percent. Mortgage-backed securities
decreased $12,767,000, or 19.4 percent; corporate securities decreased
$10,802,000, or 64.5 percent; and marketable equity securities
decreased $188,000, or 11.6 percent. The market value adjustment on
securities available for sale at September 30, 1997, was an unrealized
gain of $3,907,000, reflecting an increase of $4,501,000, from an
unrealized loss of $594,000 at September 30, 1996.
On March 31, 1997, the Corporation transferred $174,616,000 of
securities classified as held to maturity to the available for sale
category. In accordance with the requirements of Statement of
Financial Accounting Standards No. 115, these securities are now
accounted for at fair value, and any unrealized gain or loss net of
deferred tax effect is reflected as a separate component of
shareholders' equity.
Amortized cost and fair values of securities at September 30, 1997,
with dollar amounts in thousands are on the following page:
11
<PAGE>
Securities available for sale:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government and
agency securities $ 42,824 $ 281 $ 67 $ 43,038
Taxable municipals 3,411 58 8 3,461
Tax-exempt municipals 153,333 3,878 230 156,981
Corporate securities 5,949 33 2 5,980
Mortgage-backed securities 53,111 321 232 53,200
Marketable equity securities 1,436 28 153 1,311
- ----------------------------------------------------------------------
Total available for sale $260,064 $4,599 $ 692 $263,971
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
At September 30, 1997, the security portfolio included $1,572,000 in
structured notes, which were comprised of $982,000 in an indexed
amortizing note, $490,000 in a delevered floating note, and $100,000
in a capped floating rate note. These securities have risk
characteristics which are well within the constraints of the non-
structured securities held in the security portfolio.
As part of its strategic plan, the Corporation has increased total
loans while maintaining competitive rates. Loans increased
$90,298,000, or 12.4 percent, during the past year. The acquisition
of two banks during the year accounted for approximately $60,000,000
of this growth. All types of loans increased with the largest
increase being in loans secured by real estate which increased
$64,594,000, or 17.6 percent. Commercial loans increased $11,621,000,
or 7.0 percent; and consumer loans increased $4,054,000, or 2.9
percent. Lease financing increased $6,139,000, or 45.6 percent; and
agricultural loans increased $696,000, or 2.1 percent. All other
loans increased $3,194,000, or 27.6 percent.
Other real estate owned decreased $169,000, or 72.2 percent, from
September 30, 1996.
Total deposits have increased $54,690,000, or 6.6 percent, since
September 30, 1996. Interest-bearing deposits increased $51,553,000,
or 7.1 percent, during the past year, and noninterest-bearing deposits
increased $3,137,000, or 3.2 percent. The growth in deposits is
attributable to the acquisition of two banks during the year, with
total deposits of approximately $70,000,000 and interest-bearing
deposits of approximately $66,000,000.
12
<PAGE>
SHAREHOLDERS' EQUITY
The Corporation and each financial institution subsidiary have capital
ratios which substantially exceed all regulatory requirements. The
Corporation's capital ratios are shown below.
<TABLE>
<CAPTION>
Minimum
Requirements 9/30/97 9/30/96
-------------------------------------------------------------
<S> <C> <C> <C>
Tier I capital to
risk-based assets 4.00% 13.45% 14.75%
Total capital to
risk-based assets 8.00% 14.29% 15.41%
Tangible equity to
tangible assets 3.00% 9.75% 10.27%
</TABLE>
13
<PAGE>
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
The following exhibits are submitted herewith:
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule (Electronic Filing Only)
REPORTS ON FORM 8-K
A CURRENT REPORT dated October 21, 1997, for the event of October 16,
1997, was filed reporting under Item 5 the news release announcing
earnings for the quarter ended September 30, 1997.
A CURRENT REPORT dated October 29, 1997, for the event of October 22,
1997, was filed reporting under Item 5 the declaration of both stock
and cash dividends.
SIGNATURES
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.
NATIONAL CITY BANCSHARES, INC.
(Registrant)
By /s/ HAROLD A. MANN
----------------------------
Harold A. Mann
Secretary and Treasurer
(On behalf of the registrant
and in his capacity as Chief
Accounting Officer.)
November 14, 1997
14
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- -------------------------------------------------
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule (Electronic Filing Only)
15
<PAGE>
<PAGE>
EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
National City Bancshares, Inc.
Earnings per Share Calculation
For the Period Ending September 30
<TABLE>
<CAPTION>
Quarter to Date Year to Date
- ---------------------------------------------------------------------------
1997 1996 1997 1996
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $4,425,000 $3,813,000 $13,375,000 $11,552,000
Primary earnings per share
- --------------------------
Weighted average
shares outstanding 9,447,479 9,512,031 9,392,569 9,601,860
Common stock equivalents
due to stock options 155,686 - 134,180 -
- ---------------------------------------------------------------------------
Adjusted shares outstanding 9,603,165 9,512,031 9,526,749 9,601,860
Primary earnings per share $0.46 $0.40 $1.40 $1.20
Fully diluted
earnings per share
- ------------------
Weighted average
shares outstanding 9,447,479 9,512,031 9,392,569 9,601,860
Common stock equivalents
due to stock options 158,910 - 142,951 -
- ---------------------------------------------------------------------------
Adjusted shares outstanding 9,606,389 9,512,031 9,535,520 9,601,860
Fully diluted
earnings per share $0.46 $0.40 $1.40 $1.20
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 31228
<INT-BEARING-DEPOSITS> 2484
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 274091
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 819186
<ALLOWANCE> 6995
<TOTAL-ASSETS> 1177493
<DEPOSITS> 878517
<SHORT-TERM> 75545
<LIABILITIES-OTHER> 14711
<LONG-TERM> 84704
0
0
<COMMON> 9511
<OTHER-SE> 114505
<TOTAL-LIABILITIES-AND-EQUITY> 1177493
<INTEREST-LOAN> 52186
<INTEREST-INVEST> 12153
<INTEREST-OTHER> 291
<INTEREST-TOTAL> 64630
<INTEREST-DEPOSIT> 23942
<INTEREST-EXPENSE> 5481
<INTEREST-INCOME-NET> 35207
<LOAN-LOSSES> 1145
<SECURITIES-GAINS> 666
<EXPENSE-OTHER> 22127
<INCOME-PRETAX> 19127
<INCOME-PRE-EXTRAORDINARY> 19127
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13375
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 1.40
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
