<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 1999.
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 (I.R.S. Employee Identification No.)
of incorporation or organization)
PO 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 August 11, 1999
(Common stock, $1.00 Stated Value) 16,898,490
<PAGE> 2
NATIONAL CITY BANCSHARES, INC.
INDEX
PART I - FINANCIAL INFORMATION
PAGE
NO.
Item 1. Unaudited Financial Statements
Condensed consolidated statements of financial position-
June 30, 1999, December 31, 1998, and June 30, 1998 3
Condensed consolidated statements of income and comprehensive
income-three months and six months ended June 30, 1999 and 1998 4
Condensed consolidated statements of cash flows-
six months ended June 30, 1999 and 1998 5
Notes to condensed consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 17
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. Unaudited Financial Statements
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Unaudited Condensed Consolidated Statements of Financial Position
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1999 1998 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 56,616 $ 67,389 $ 75,206
Time deposits in banks - 142 1,600
Federal funds sold 628 10,431 13,486
Securities available for sale 327,152 346,514 419,579
Nonmarketable equity securities 18,492 19,327 17,171
Loans 1,632,824 1,648,296 1,577,492
Less: Allowance for loan losses (18,987) (18,443) (16,237)
- --------------------------------------------------------------------------------------------------------------
Loans-net 1,613,837 1,629,853 1,561,255
Premises and equipment, net 45,679 46,399 45,665
Intangible assets 38,351 40,185 41,780
Other assets 33,840 34,984 31,266
- --------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 2,134,595 $ 2,195,224 $ 2,207,008
==============================================================================================================
LIABILITIES
Deposits:
Noninterest-bearing demand $ 197,717 $ 231,623 $ 230,902
Interest-bearing savings and time 1,439,438 1,502,962 1,500,868
- --------------------------------------------------------------------------------------------------------------
Total deposits 1,637,155 1,734,585 1,731,770
Short-term borrowings 82,595 33,382 78,486
Other borrowings 130,394 139,545 117,179
Guaranteed preferred beneficial interests
in the Corporation's subordinated debenture 34,500 34,500 34,500
Dividends payable 3,378 3,368 3,155
Deferred income taxes 1,637 3,898 4,259
Other liabilities 11,713 17,623 14,053
- --------------------------------------------------------------------------------------------------------------
Total liabilities 1,901,372 1,966,901 1,983,402
COMMON STOCK OWNED BY ESOP(subject to put option) 4,168 10,043 10,103
SHAREHOLDERS' EQUITY
Preferred stock-1,000,000 shares authorized
None outstanding
Common stock - $1.00 stated value:
6/30/99 12/31/98 6/30/98
------- -------- -------
Shares authorized 29,000,000 29,000,000 29,000,000
Shares outstanding 16,890,495 16,842,456 16,784,440 16,890 16,842 16,784
Capital surplus 124,671 123,561 94,044
Retained earnings 90,971 83,536 109,385
Accumulated other comprehensive income 691 4,436 3,598
Unearned employee stock ownership plan shares - (52) (205)
Common stock owned by ESOP(subject to put option) (4,168) (10,043) (10,103)
- -------------------------------------------------------------------------------------------------------------
Total shareholders' equity 229,055 218,280 213,503
- -------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,134,595 $ 2,195,224 $ 2,207,008
==============================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
3
<PAGE> 4
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
(Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- ----------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 35,491 $ 35,782 $ 70,969 $ 68,769
Interest and dividends on securities 4,914 6,569 9,934 12,802
Interest on federal funds sold 169 245 409 557
Interest on other investments 12 81 30 162
- ----------------------------------------------------------------------------------------------------------------------
Total interest income 40,586 42,677 81,342 82,290
INTEREST EXPENSE
Interest on deposits 14,889 16,718 30,405 32,433
Interest on funds borrowed 3,270 3,651 6,378 6,094
- ----------------------------------------------------------------------------------------------------------------------
Total interest expense 18,159 20,369 36,783 38,527
NET INTEREST INCOME 22,427 22,308 44,559 43,763
Provision for loan losses 841 1,744 2,100 2,146
- ----------------------------------------------------------------------------------------------------------------------
Net interest income after
provision for loan losses 21,586 20,564 42,459 41,617
NONINTEREST INCOME
Trust income 631 538 1,151 1,022
Service charges on deposit accounts 1,962 2,011 3,789 3,732
Other service charges and fees 1,019 1,104 2,058 2,082
Securities gains (losses) (641) 998 (638) 1,065
Other 249 386 672 802
- ----------------------------------------------------------------------------------------------------------------------
Total noninterest income 3,220 5,037 7,032 8,703
NONINTEREST EXPENSE
Salaries, wages and other employee benefits 6,475 8,524 13,937 16,560
Occupancy expense 893 994 1,765 1,824
Furniture and equipment expense 1,093 1,141 2,026 2,122
Other 5,299 5,555 10,892 10,340
- ----------------------------------------------------------------------------------------------------------------------
Total noninterest expense 13,760 16,214 28,620 30,846
- ----------------------------------------------------------------------------------------------------------------------
Income before income taxes 11,046 9,387 20,871 19,474
Income taxes 3,569 2,694 6,689 5,775
- ----------------------------------------------------------------------------------------------------------------------
NET INCOME 7,477 6,693 14,182 13,699
======================================================================================================================
Proforma C Corporation provision for income taxes 3,569 2,911 6,689 6,218
- ----------------------------------------------------------------------------------------------------------------------
PROFORMA NET INCOME 7,477 6,476 14,182 13,256
- ----------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of income taxes:
Unrealized gain (loss) arising in period (3,214) 204 (4,127) (456)
Reclassification for realized amount 385 (599) 382 (481)
- ----------------------------------------------------------------------------------------------------------------------
Net unrealized loss recognized in other
comprehensive income (2,829) (395) (3,745) (937)
- ----------------------------------------------------------------------------------------------------------------------
PROFORMA COMPREHENSIVE INCOME $ 4,648 $ 6,081 $ 10,437 $ 12,319
======================================================================================================================
Earnings per share:
Basic $ 0.44 $ 0.39 $ 0.84 $ 0.79
Diluted $ 0.44 $ 0.38 $ 0.84 $ 0.79
Weighted average shares outstanding:
Basic 16,887,792 16,735,407 16,862,591 16,722,130
Diluted 16,952,846 16,862,430 16,924,942 16,852,218
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
4
<PAGE> 5
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
- ---------------------------------------------------------------------------------------------------------------
1999 1998
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 17,808 $ 17,700
- ---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing time deposits in banks 142 2,093
Proceeds from matured securities available for sale 61,562 66,770
Proceeds from sales of securities available for sale 3,048 32,105
Proceeds from sales of nonmarketable securities 179 1,106
Proceeds from called investments 15,343 7,478
Purchases of securities available for sale (66,393) (80,216)
Purchases of nonmarketable equity securities (218) (121)
Decrease in federal funds sold 9,803 15,608
(Increase) decrease in loans made to customers 13,916 (69,760)
(Increase) decrease in cash surrender value life insurance (40) 276
Increase in other investments (2,054) (338)
Capital expenditures (1,558) (4,309)
Proceeds from sale of premises and equipment 313 89
Proceeds from sale of other real estate owned 535 324
Purchase of subsidiary, net of cash and cash
equivalents acquired - 36,952
- ---------------------------------------------------------------------------------------------------------------
Net cash flows provided by investing activities 34,578 8,057
- ---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (97,430) 5,580
Net increase (decrease) in short-term borrowings 49,213 (14,063)
Proceeds from other borrowings 90 67,051
Payments on other borrowings (9,241) (94,899)
Trust preferred securities - 32,986
Dividends paid (6,737) (5,842)
Repurchase of common stock - (905)
Sale of common stock - 791
Proceeds from exercise of stock options 946 1,555
- ---------------------------------------------------------------------------------------------------------------
Net cash flows used in financing activities (63,159) (7,746)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (10,773) 18,011
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 67,389 57,195
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 56,616 $ 75,206
===============================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
5
<PAGE> 6
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
(Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
- ------------------------------------------------------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCIAL ACTIVITIES
Change in allowance for unrealized
loss on securities available for sale (6,006) (1,490)
Decrease in deferred taxes attributable
to securities available for sale (2,261) (553)
Other real estate acquired in settlement of loans 926 305
Purchase of subsidiaries and branches:
Purchase price $ - $ (32,354)
==========================================================================================
Assets acquired:
Cash and cash equivalents 4,598
Securities 39,223
Federal funds sold 8,080
Loans 106,536
Premises and equipment 2,856
Other assets 23,700
Liabilities assumed:
Deposits (193,386)
Short-term borrowings (10,510)
Other borrowings (11,100)
Deferred taxes payable (71)
Other liabilities (2,280)
- ------------------------------------------------------------------------------------------
$ - $ (32,354)
==========================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
<PAGE> 7
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
UNAUDITED 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 June 30, 1999, the Corporation had as
subsidiaries, twelve commercial banks, a leasing corporation, a property
management company, and a Delaware statutory business trust. 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 financial
position, the results of operations, and cash flow 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, 1998 included in the Corporation's Annual Report on Form 10-K
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.
In October, 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage Backed
Securities Retained After the Securitization of Mortgage Loans Held For Sale By
a Banking Enterprise." SFAS 134 amends SFAS 65 and SFAS 115. SFAS 134 became
effective during the current reporting quarter. The Corporation has not
securitized any mortgage loans held for sale and, therefore, SFAS 134 did not
have any impact on the accompanying financial statements.
NOTE 2
Effective March 25, 1999, Princeton Federal Bank, fsb and effective March 26,
1999, First Federal Savings Bank of Leitchfield merged into First Kentucky Bank.
As of June 30, 1999, First Kentucky Bank had combined total assets of $218.1
million and equity of $26.7 million.
Effective June 26, 1999, Community First Bank of Kentucky merged into Community
First Bank, National Association. As of June 30, 1999, Community First Bank,
National Association had combined total assets of $160.9 million and equity of
$15.3 million.
NOTE 3
The Corporation and its subsidiaries are parties to legal actions which arise in
the normal course of their business activities. In the opinion of management,
the ultimate resolution of these matters is not expected to have a materially
adverse effect on the financial position or on the results of operations of the
Corporation and its subsidiaries.
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>
6/30/99 12/31/98
- ---------------------------------------------------------------------------
<S> <C> <C>
Standby letters of credit $ 17,863,000 $ 18,011,000
Commitments to extend credit $ 250,980,000 $ 285,808,000
</TABLE>
7
<PAGE> 8
NOTE 4
A five percent stock dividend was paid December 7, 1998 to shareholders of
record November 21, 1998. All weighted average shares, shares, and per share
data presented herein have been restated for the effects of this stock dividend.
NOTE 5
The calculation of net earnings per share as of June 30 is summarized as
follows:
<TABLE>
<CAPTION>
Quarter-to-Date Year-to-Date
---------------------------------- ----------------------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 7,477,000 $ 6,476,000 $ 14,182,000 $ 13,256,000
Basic earnings per share:
Weighted average shares outstanding 16,887,792 16,735,407 16,862,591 16,722,130
Basic earnings per share $ 0.44 $ 0.39 $ 0.84 $ 0.79
Diluted earnings per share:
Weighted average shares outstanding 16,887,792 16,735,407 16,862,591 16,722,130
Common stock equivalents due to stock options 65,054 127,023 62,351 130,088
Adjusted shares outstanding 16,952,846 16,862,430 16,924,942 16,852,218
Diluted earnings per share $ 0.44 $ 0.38 $ 0.84 $ 0.79
</TABLE>
NOTE 6
The following table shows the schedule of dividends declared for the six months
ending June 30, 1999 and 1998, respectively:
<TABLE>
<S> <C> <C> <C> <C>
DATE RECORD DATE DIVIDEND
1999 DECLARED DATE PAID PAID
- --------------------------------------------------------------------------------------------------------------------------------
May 19 June 21 July 7 $0.20
February 17 March 21 April 7 $0.20
DATE RECORD DATE DIVIDEND
1998 DECLARED DATE PAID PAID
- --------------------------------------------------------------------------------------------------------------------------------
May 20 June 23 July 7 $0.17125
February 18 March 23 April 7 $0.17125
</TABLE>
8
<PAGE> 9
NOTE 7
The Corporation has identified its reportable segments, including the basis of
organization along geographic boundaries served by the Corporation. Banking
services offered are similar in each geographic area served. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies in the Corporation's annual report for the year
ended December 31, 1998. The Corporation evaluates performance based on profit
or loss from operations before income taxes not including nonrecurring gains and
losses. Operating statistics for each reporting segment are as follows:
<TABLE>
<CAPTION>
Southwest Western Southern Northern
June 30, 1999 Indiana Kentucky Illinois Kentucky Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest income $ 38,902 $ 12,185 $ 14,143 $ 16,864 $ 82,094
Interest expense 17,361 5,910 6,440 7,073 36,784
- ----------------------------------------------------------------------------------------------------------------------------------
Net interest income 21,541 6,275 7,703 9,791 45,310
Provision for loan losses 1,188 411 119 327 2,045
Other income 4,201 836 1,279 1,286 7,602
Other expense 11,708 3,849 5,477 5,140 26,174
- ----------------------------------------------------------------------------------------------------------------------------------
Net income before tax 12,846 2,851 3,386 5,610 24,693
Income tax 4,281 796 1,119 1,912 8,108
- ----------------------------------------------------------------------------------------------------------------------------------
Net income $ 8,565 $ 2,055 $ 2,267 $ 3,698 $ 16,585
==================================================================================================================================
Other segment information:
Depreciation and amortization $ 1,007 $ 553 $ 1,450 $ 439 $ 3,449
Segment assets 1,033,124 307,858 421,114 412,852 2,174,948
Expenditures for segment assets 844 337 41 133 1,355
</TABLE>
<TABLE>
<CAPTION>
Southwest Western Southern Northern
June 30, 1998 Indiana Kentucky Illinois Kentucky Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest income $ 39,118 $ 12,403 $ 14,032 $ 17,463 $ 83,016
Interest expense 17,915 6,615 6,471 7,665 38,666
- ----------------------------------------------------------------------------------------------------------------------------------
Net interest income 21,203 5,788 7,561 9,798 44,350
Provision for loan losses 1,815 182 (143) 271 2,125
Other income 5,318 833 1,188 1,329 8,668
Other expense 12,785 4,090 5,416 5,830 28,121
- ----------------------------------------------------------------------------------------------------------------------------------
Net income before tax 11,921 2,349 3,476 5,026 22,772
Income tax 3,803 606 1,046 1,646 7,101
- ----------------------------------------------------------------------------------------------------------------------------------
Net income $ 8,118 $ 1,743 $ 2,430 $ 3,380 $ 15,671
==================================================================================================================================
Other segment information:
Depreciation and amortization $ 992 $ 571 $ 1,108 $ 414 $ 3,085
Segment assets 1,026,736 328,864 455,790 414,706 2,226,096
Expenditures for segment assets 3,525 120 159 218 4,022
</TABLE>
9
<PAGE> 10
NOTE 7 (continued)
A reconciliation of revenues, net income, and assets of the reported segments to
the consolidated financial statements is as follows:
<TABLE>
<CAPTION>
1999 1998
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net interest income:
Total net interest income for reportable segments $ 45,310 $ 44,350
Non-bank entities (750) (586)
Eliminations (1) (1)
- -----------------------------------------------------------------------------------------------------------------
Total consolidated net interest income $ 44,559 $ 43,763
=================================================================================================================
Net income:
Total net income for reportable segments $ 16,585 $ 15,671
Non-bank entities (2,403) (2,415)
Eliminations - -
- -----------------------------------------------------------------------------------------------------------------
Total consolidated net income $ 14,182 $ 13,256
=================================================================================================================
Assets:
Total assets for reportable segments $2,174,948 $2,226,096
Non-bank entities 99,867 87,778
Eliminations (140,220) (106,866)
- -----------------------------------------------------------------------------------------------------------------
Total consolidated assets $2,134,595 $2,207,008
=================================================================================================================
</TABLE>
NOTE 8
On March 30, 1998, the Corporation issued $34.5 million of trust preferred
securities through NCBE Capital Trust I, a Delaware statutory business trust
created and controlled by the Corporation. The trust preferred securities have a
liquidation amount of $25 per share with a cumulative annual distribution rate
of 8.25%, payable quarterly, and mature on June 30, 2028.
The principal asset of NCBE Capital Trust I is a subordinated debenture of the
Corporation in the principal amount of $34.5 million with an interest rate and
maturity date substantially identical to those of the trust preferred
securities. The Corporation owns all of the common securities of NCBE Capital
Trust I. The back-up obligations of the Corporation with respect to the trust
preferred securities constitute, in the aggregate, a full and unconditional
guarantee by the Corporation of the obligations of NCBE Capital Trust I under
the trust preferred securities. The Corporation may redeem the subordinated
debenture and thereby cause a redemption of the trust preferred securities in
whole (or in part from time to time) on or after June 30, 2003, or in whole (but
not in part) within 180 days following the occurrence and continuance of certain
adverse federal income tax or capital treatment events.
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
INTRODUCTION
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from the results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: management's ability to improve
the profitability of acquired institutions and to realize expected operational
synergies from acquisitions; general, regional and local economic conditions
which may affect interest rates and net interest income; credit risks and risks
from concentrations (geographic and by industry) within the loan portfolio;
changes in regulations affecting financial institutions; competition; and risks
created by the "year 2000 problem."
The Corporation has grown rapidly by acquiring community banks. The financial
results of acquisitions can best be assessed from the Corporation's financial
statements on a quarterly, as-reported basis. After each acquisition accounted
for as a pooling of interests, the Corporation's financial statements are
restated to include the results of the acquiree. Since January 1, 1998, the
Corporation acquired assets of $692.9 million (measured at the time of each
acquisition) in nine transactions accounted for as poolings of interests.
Since January 1, 1998, the Corporation has also acquired $244.8 million
(measured at the time of each acquisition) in assets in two transactions
accounted for as purchases. Financial statements are not restated following a
transaction accounted for as a purchase; instead, the Corporation's financial
statements include the results of the acquired entity following acquisition.
Transactions accounted for as purchases typically result in recording intangible
assets, including goodwill, which the Corporation amortizes on a straight-line
basis. The Corporation has recorded $21.1 million (measured at the time of each
acquisition) in intangible assets as the direct result of purchases consummated
between January 1, 1998 and June 30, 1999.
Management evaluates acquisition opportunities as they arise. However,
management anticipates the pace of acquisition activity will be much lower in
1999 than in 1998. The Corporation plans to devote significant resources to
integrating recently acquired institutions and completing consolidation of back
office operations.
NET INCOME
Net income for the quarter ended June 30, 1999 was $7.5 million compared to $6.5
million in the second quarter of 1998, an increase of $1.0 million, or 15.5%.
Basic earnings per share for the second quarter were $0.44 in 1999 compared to
$0.39 in 1998. Earnings per share, on a diluted basis were $0.44 for 1999
compared to $0.38 in 1998.
For the six months ended June 30, 1999, net income was $14.2 million compared to
$13.3 million a year ago, an increase of $926,000, or 7.0%. Basic and diluted
earnings per share were $0.84 in 1999 and $0.79 in 1998.
The weighted average number of shares outstanding was 16,887,792 and 16,862,591
for the three and six months, respectively, ended June 30, 1999, compared to
16,735,407 and 16,722,130 during the same periods last year. The weighted
average number of shares outstanding, assuming dilution, was 16,952,846 and
16,924,942 for the three and six months ended June 30, 1999, respectively,
compared to 16,862,430 and 16,852,218 during the like periods for the prior
year.
NET INTEREST INCOME
Net interest income, on a taxable equivalent basis, for the quarter ended June
30, 1999 was $24.0 million, reflecting an increase of $71,000 or 0.3% over the
same period in 1998. Average earning assets decreased $50.2 million, or 2.5%.
Gross loans increased an average of $72.7 million, or 4.7%; average securities
decreased $115.1 million, or 25.1%; and average federal funds sold decreased
$3.3 million, or 15.1%.
11
<PAGE> 12
NET INTEREST INCOME (continued)
For the six months ended June 30, 1999, net interest income, on a taxable
equivalent basis, increased $777,000 or 1.7%, from a year ago. Average earning
assets increased $20.2 million, or 1.0% over the same period last year. Gross
loans increased an average of $127.6 million, or 8.5%; average securities
decreased $99.1 million, or 22.1%; and average federal funds sold decreased $4.7
million, or 16.8%.
For the second quarter of 1999 average interest bearing deposits decreased $36.9
million, or 2.5%; and average total borrowings decreased $22.6 million, or 9.7%,
compared to the same period last year. For the six months ended June 30, 1999
average interest bearing deposits increased $7.2 million, or 0.5%; and average
total borrowings increased $4.5 million, or 2.2%, compared to the same period
last year.
The net interest margin increased 14 basis points from 4.71% in the second
quarter of 1998 to 4.85% in the second quarter of 1999. Through the second
quarter of 1999, rates earned on loans, the largest component of earning assets,
remained below those earned in the same period of 1998. This is mainly because
prime rate remained 8.50% for all of 1998 and decreased to 7.75% in the first
quarter of 1999 before rising to 8.00% at the end of the second quarter of 1999.
UNDERPERFORMING ASSETS
Listed below is a two-year comparison of underperforming assets.
<TABLE>
<CAPTION>
6/30/99 12/31/98 6/30/98
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $ 10,174,000 $ 9,782,000 $ 7,472,000
Restructured loans 1,278,000 374,000 558,000
90 days past due loans 1,849,000 1,610,000 2,405,000
- ---------------------------------------------------------------------------------------------------------
Total underperforming loans 13,301,000 11,766,000 10,435,000
Other real estate held 1,051,000 715,000 282,000
- ---------------------------------------------------------------------------------------------------------
Total underperforming assets $ 14,352,000 $ 12,481,000 $ 10,717,000
=========================================================================================================
</TABLE>
For the first six months of 1999 total underperforming loans increased $1.5
million, or 13.0%. This is due mainly to the renegotiating of loans to a single
borrower totaling $1.1 million during the first quarter. Past due 90 days or
more, nonaccrual, and restructured loans were 0.8%, 0.7% and 0.7% of total gross
loans at June 30, 1999 , December 31, 1998, and June 30, 1998, respectively. Of
the loans in this category, 61.3%, 65.9%, and 55.0% were secured by real estate
at June 30, 1999, December 31, 1998, and June 30, 1998, respectively. Potential
problem loans, other than underperforming loans, amounted to $65.4 million at
June 30, 1999.
PROVISION FOR LOAN LOSSES
Net charge-offs amounted to $1.6 million through six months of 1999, compared to
$838,000 in the corresponding period in the prior year.
The provision for loan losses for the second quarter was $841,000 in 1999
compared to $1.7 million for the same period in 1998, a decrease of $903,000, or
51.8%. For the six months of 1999 and 1998 provision for loan losses was $2.1
million. 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 June 30, 1999,
management considered the reserve for loan losses adequate to provide for
loan losses.
NONINTEREST INCOME
Noninterest income for the second quarter of 1999 decreased $1.8 million, or
36.1%, from the same period a year-ago. Trust income increased $93,000, or
17.3%; service charges on deposit accounts decreased $49,000, or 2.4%; other
service charges and fees decreased $85,000, or 7.7%; other noninterest income
decreased $137,000 or 35.5%; and securities gains (losses) decreased $1.6
million, or 164.2% compared to the second quarter in 1998.
12
<PAGE> 13
NONINTEREST INCOME (continued)
For the six months ended June 30, 1999 noninterest income decreased $1.7
million, or 19.2%, from the same period a year ago. Trust income increased
$129,000, or 12.6%; service charges on deposit accounts increased $57,000, or
1.5%; other service charges and fees decreased $24,000, or 1.2%; and other
noninterest income decreased $130,000 or 16.2%. In 1998 securities were sold at
a gain of $1.1 million through the first six months. Through the first six
months of 1999 securities were sold at a loss of $638,000.
NONINTEREST EXPENSE
Noninterest expense decreased $2.5 million, or 15.1%, in the second quarter of
1999 compared to the second quarter of 1998. Salaries and employee benefits
decreased $2.0 million, or 24.0%; occupancy expense decreased $101,000, or
10.2%; expenses of furniture and equipment decreased $48,000, or 4.2%; and other
noninterest expense decreased $256,000, or 4.6%, over the year-ago period. The
decrease in salaries and employee benefits is due in part to a $877,000 pension
plan settlement gain, reduced ESOP expense of $324,000 due to a reduction of
ESOP expense on acquired institutions, and staff reductions resulting from the
consolidation of back office operations which was started in the third quarter
of 1998. In addition, the decrease in other noninterest expense is attributable,
in part, to acquisition related costs of $7,000 in 1999 compared to $250,000 in
1998.
For the first six months of 1999 noninterest expense decreased $2.2 million, or
7.2%, compared to the same period a year ago. Salaries and employee benefits
decreased $2.6 million, or 15.8%; occupancy expense decreased $59,000, or 3.2%;
expenses of furniture and equipment decreased $96,000, or 4.5%; and other
noninterest expense increased $552,000, or 5.3%, over the year ago period. The
increase in other noninterest expense is due in part to the $333,000 increase in
intangibles amortization from the acquisition of Bank of Illinois, National
Association, accounted for using the purchase method of accounting.
FINANCIAL POSITION
Cash and cash equivalents decreased $10.8 million, or 16.0%. Time deposits in
banks decreased $142,000, or 100.0%, and federal funds sold decreased $9.8
million, or 94.0%, during the past year.
Total investment securities decreased $20.2 million, or 5.5%, from the year
ended 1998, with the largest decrease of $11.7 million, or 17.7% in
mortgage-backed securities. U.S. Government and agency securities increased $1.4
million, or 2.1%; taxable municipals increased $624,000, or 19.8%; tax-exempt
municipal securities decreased $5.8 million, or 2.9%; corporate securities
decreased $1.8 million, or 20.4%. Nonmarketable equity securities decreased
$835,000, or 4.3%. The market value adjustment on total securities available for
sale at June 30, 1999, was an unrealized gain of $1.2 million, reflecting a
decrease of $6.0 million, from an unrealized gain of $7.2 million at December
31, 1998.
Amortized cost and fair values of securities at June 30, 1999, with dollar
amounts in thousands are as follows:
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 $ 69,956 $ 109 $ 276 $ 69,789
Taxable municipals 3,780 42 40 3,782
Tax-exempt municipals 188,345 3,243 1,022 190,566
Corporate securities 7,037 99 73 7,063
Mortgage-backed securities 54,392 270 583 54,079
Marketable equity securities 2,452 - 579 1,873
- ------------------------------------------------------------------------------------------------------------------------
Total available for sale $ 325,962 $ 3,763 $ 2,573 $ 327,152
========================================================================================================================
</TABLE>
13
<PAGE> 14
LOANS
Total loans at June 30, 1999, were $1.614 billion compared to $1.630 billion at
December 31, 1998, reflecting a decrease of $16.0 million or 1.0%.
DEPOSITS
Total deposits decreased $97.4 million or 5.6% to $1.637 billion at June 30,
1999, from $1.735 billion at December 31, 1998. Total noninterest bearing
deposits decreased $33.9 million or 14.6% and interest bearing deposits
decreased $63.5 million, or 4.2% during the six months ended June 30, 1999.
SHAREHOLDERS' EQUITY
The Corporation and each subsidiary bank have capital ratios which substantially
exceed all regulatory requirements. The Corporation's regulatory capital ratios
are shown below.
<TABLE>
<CAPTION>
Minimum
Requirements 6/30/99 12/31/98 6/30/98
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tier 1 capital to risk-based assets 4.00% 14.46% 13.51% 13.66%
Total capital to risk-based assets 8.00% 15.65% 14.65% 15.00%
Tangible equity to tangible assets 3.00% 9.10% 8.23% 7.93%
</TABLE>
14
<PAGE> 15
YEAR 2000 COMPLIANCE
The year 2000 poses a unique set of challenges to those industries reliant on
information technology. As a result of methods employed by early programmers,
many software applications and operational programs may be unable to distinguish
the year 2000 from the year 1900. If not effectively addressed, this problem
could result in the production of inaccurate data, or, in the worst cases, the
inability of the systems to continue to function altogether. Financial
institutions are particularly vulnerable due to the industry's dependence on
electronic data processing systems.
To address the potential adverse year 2000-related consequences, the banking
regulatory authorities, working cooperatively through the Federal Financial
Institutions Examination Council (FFIEC), have issued a number of specific
guidelines designed to guide financial institutions in their year 2000
compliance efforts. The Corporation has developed a year 2000 compliance program
that it believes is consistent with these guidelines.
The Corporation and its banking subsidiaries are subject to examination with
respect to their year 2000 compliance by various state and federal agencies,
including the Federal Reserve Board, the Comptroller of the Currency, the Office
of Thrift Supervision, the Federal Deposit Insurance Corporation, and state
banking agencies. If a regulatory agency issues a rating of less than
"satisfactory" with respect to an organization's year 2000 compliance efforts,
the organization's ability to obtain regulatory approval of certain actions,
such as proposed acquisitions, may be adversely affected.
The Corporation has established a year 2000 team to monitor progress with
achieving year 2000 compliance. The team reports its progress to the
Corporation's Board of Directors on a monthly basis. In addition, the
Corporation utilized an external consulting firm to assist with its year 2000
compliance.
The Corporation's year 2000 project involves five phases; 1. Awareness; 2.
Assessment; 3. Renovation; 4. Validation; and 5. Implementation. The Corporation
completed all five phases by June 30, 1999, and the test results are now being
evaluated.
The Corporation is currently preparing its Year 2000 events planning. This
includes the training of staff on the Corporation's contingency plans and
working with customers and the communities on awareness and preparedness.
The Corporation prepared its contingency and business resumption plans following
FFIEC guidelines. The Corporation completed contingency planning before the
FFIEC deadline of December 31, 1998.
Management expects total additional out-of-pocket expenditures incurred in year
2000 compliance to be approximately $500,000. This includes fees to outside
consulting firms, costs to upgrade equipment specifically for the purpose of
year 2000 compliance, and certain administrative expenditures. Some amounts are
being expensed as incurred and are not expected to be material to the
Corporation's financial condition or results of operations. Since the
implementation of the year 2000 project, the Corporation has spent approximately
$325,000.
Management believes that the Corporation has an effective corporate year 2000
compliance program in place and that additional expenditures required to bring
its systems into compliance will not have a materially adverse effect on the
Corporation's operations, cash flow, or financial condition. However, the year
2000 problem is pervasive and complex and can potentially affect any computer
process. Accordingly, no assurance can be given that year 2000 compliance can be
achieved without additional unanticipated expenditures and uncertainties that
might affect future financial results.
15
<PAGE> 16
IMPACT OF ACCOUNTING PRONOUNCEMENTS
In October, 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage Backed
Securities Retained After the Securitization of Mortgage Loans Held For Sale By
a Banking Enterprise." SFAS 134 amends SFAS 65 and SFAS 115. SFAS 134 became
effective during the current reporting quarter. The Corporation has not
securitized any mortgage loans held for sale, therefore, SFAS 134 did not have
any impact on the accompanying financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest rate risk management focuses on maintaining consistent growth in 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
net interest income for the Corporation would increase by 3.65% over one year
and 5.33% over two years, respectively. A 200 basis point immediate, sustained
downward shock in the yield curve would decrease net interest income by 3.74%
over one year and 5.44% over two years, respectively. All of these estimated
changes in net interest income are within the policy guidelines established by
the Corporation's Board of Directors.
16
<PAGE> 17
NATIONAL CITY BANCSHARES, INC. and Subsidiaries
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 19, 1999, the Company held its Annual Meeting of Shareholders.
At the meeting Janice L. Beesley, Donald G. Harris, George D. Martin and Richard
F. Welp were each re-elected as Class I directors until the Annual Meeting of
Shareholders to be held in 2002, until such director's successor has been duly
elected and qualified or until such director has otherwise ceased to serve as a
director. The following table represents the official results of the election of
directors:
<TABLE>
<CAPTION>
ABSENTIONS AND
DIRECTOR FOR WITHHOLD AUTHORITY BROKER NON VOTES
-------- --- ------------------ ----------------
<S> <C> <C> <C>
Janice L. Beesley 11,709,668 219,780 0
Donald G. Harris 11,463,366 466,082 0
George D. Martin 11,702,438 227,010 0
Richard F. Welp 11,411,666 517,782 0
</TABLE>
The following persons' term of office as a director continues until 2000: Ben L.
Cundiff, Susanne R. Emge, Robert A. Keil and Laurence R. Steenberg. The
following persons' term of office as a director continues until 2001: Dr. H. Ray
Hoops, John D. Lippert, Ronald R. Reherman and Robert D. Vance.
The shareholders' also approved a resolution to adopt the National City
Bancshares, Inc. 1999 Stock Option and Incentive Plan. 10,153,275 shares were
voted in favor of the motion; 1,503,457 shares were voted against; and 272,714
shares abstained or did not vote. Lastly the shareholders' approved the
selection of PricewaterhouseCoopers LLP as the Company's independent auditors.
11,765,376 shares were voted in favor of the motion; 91,275 were voted against;
and 72,797 abstained or did not vote.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
The following exhibits are submitted herewith:
27 Financial Data Schedule (Electronic Filing Only)
REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL CITY BANCSHARES, INC.
(Corporation)
By /s/ STEPHEN C. BYELICK, JR.
-----------------------------
Stephen C. Byelick, Jr.
Secretary and Treasurer
(On behalf of the Corporation
and in his capacity as Chief
Accounting Officer.)
August 12, 1999
17
<PAGE> 18
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- --------------------------------------------
27 Financial Data Schedule (Electronic Filing Only)
18
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 56,616
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 628
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 345,644
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,632,824
<ALLOWANCE> 18,987
<TOTAL-ASSETS> 2,134,595
<DEPOSITS> 1,637,155
<SHORT-TERM> 82,595
<LIABILITIES-OTHER> 16,728
<LONG-TERM> 164,894
0
0
<COMMON> 16,890
<OTHER-SE> 212,165
<TOTAL-LIABILITIES-AND-EQUITY> 2,134,595
<INTEREST-LOAN> 70,969
<INTEREST-INVEST> 9,934
<INTEREST-OTHER> 439
<INTEREST-TOTAL> 81,342
<INTEREST-DEPOSIT> 30,405
<INTEREST-EXPENSE> 36,783
<INTEREST-INCOME-NET> 44,559
<LOAN-LOSSES> 2,100
<SECURITIES-GAINS> (638)
<EXPENSE-OTHER> 28,620
<INCOME-PRETAX> 20,871
<INCOME-PRE-EXTRAORDINARY> 20,871
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,182
<EPS-BASIC> .84
<EPS-DILUTED> .84
<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>
