U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 33-14252
FIRST NATIONAL BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
West Virginia 62-1306172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Cedar Street, Ronceverte, West Virginia 24970
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 647-4500
Securities registered pursuant to Sec. 12(b) of the Act- None
Securities registered pursuant to Sec. 12(g) of the Act- None
Securities issued pursuant to a registrant statement which became effective
under the Securities Act of 1933-
Common Stock, par value $5.00 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 requirements for
the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K
[X] Not subject to Section 16(a) requirements.
As of February 28, 1999, the aggregate market value of the outstanding voting
common stock held by nonaffiliates of the registrant was $14,467,725. This value
is based on the price at which said stock was actually sold in a transaction
reported to management which took place on or about February 28, 1999,
(management believes $75.00 was paid per share), since its stock is not
extensively traded, listed on any exchange, or quoted by NASDAQ.
The total number of shares of the registrant's common stock outstanding as
of February 28, 1999, was 192,903 .
Documents Incorporated by Reference:
Part of Form 10-K into which
Document the document is incorporated
- --------- ------------------------------
Articles of Incorporation,
from December 31, 1994 Report 10-K Part IV, Item 14
By-Laws, from December 31, 1994 Report 10-K Part IV, Item 14
Material Employment Contract,
from December 31, 1994 Report 10-K Part IV, Item 14
Material Lease Contract,
from March 31, 1997 Form 10-Q Part IV, Item 14
S-8 Registration Statement, from July 31, 1997 Form S-8 Part IV, Item 14
Specimen Copy of Incentive Stock Option
Plan Agreement, from December 31, 1996 Report 10-K Part IV, Item 14
THIS REPORT CONTAINS 66 PAGES. THE INDEX TO EXHIBITS IS ON PAGE 57 .
---- ----
1
FIRST NATIONAL BANKSHARES CORPORATION
Form 10-K
Table of Contents
Page
PART I
Item 1 - Business....................................................3
Item 2 - Properties..................................................6
Item 3 - Legal Proceedings...........................................6
Item 4 - Submission of Matters to a Vote of Security Holders.........6
PART II
Item 5 - Market for the Registrant's Common Equity and Related
Stockholder Matters....................................6 -7
Item 6 - Selected Financial Data.....................................8
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operation...................9 - 21
Item 8 - Financial Statements and Supplementary Data...........22 - 49
Item 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................50
PART III
Item 10 - Directors and Executive Officers of the Registrant...51 - 53
Item 11 - Executive Compensation.................................54-55
Item 12 - Security Ownership of Certain Beneficial Owners and
Management.........................................55 - 56
Item 13 - Certain Relationships and Related Transactions............56
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form
8-K Financial Statements................................57
Signatures..........................................................58
2
PART I
ITEM 1 - BUSINESS
Organizational History
First National Bankshares Corporation (referred to in this report as "the
Company") is a West Virginia corporation. It was organized on January 28, 1986,
and is a registered bank holding company under the Bank Holding Company Act of
1956, as amended.
The Company has one wholly-owned subsidiary, a national banking association
which was known as The First National Bank in Ronceverte, until January, 1996,
when the name was changed to First National Bank ("the Bank"). The Bank was
originally organized and chartered in 1888, but was reorganized after the Great
Depression and now operates under a charter dated 1933. Pursuant to a plan of
reorganization, the Bank became a wholly-owned subsidiary of the Company on
August 3, 1987. The Company's business activities are conducted through the
Bank, as the Bank presently accounts for substantially all of the Company's
assets, revenues and earnings.
General
The Bank is a Federally insured depository institution offering a wide variety
of services that are typical of full service community banks from its main
office located in Ronceverte and from its branch offices in Lewisburg and
Charleston, West Virginia. In February of 1997, the Bank relocated its Lewisburg
branch from its previously leased facility to a new bank-owned facility
approximately one mile north of the leased location.
The Bank accepts deposits primarily from customers located within its primary
market area. The Bank offers both its individual and business customers assorted
deposit products with various maturities and interest rates, including
non-interest bearing and interest bearing demand deposits, savings deposits,
certificates of deposit, club accounts and individual retirement accounts. The
Bank offers automated teller machines (ATM's) which allow customers to make
deposits, withdraw cash, and transfer funds. In addition, the Bank offers
automated telephone banking, whereby customers can use a touch-tone telephone to
access account information and transfer funds between accounts.
The Bank offers a full spectrum of lending services to its customers, including
commercial loans and lines of credit, residential real estate loans, consumer
installment loans and other personal loans. Loan terms, including interest
rates, loan to value ratios, and maturities are tailored as much as possible to
meet the needs of the borrower. Commercial loans are generally secured by
various collateral, including commercial real estate, accounts receivable and
business machinery and equipment. Residential real estate loans, which
approximate 46% of loans outstanding at December 31, 1998, consist primarily of
mortgages on the borrower's personal residence, and are typically secured by a
first lien on the subject property. Consumer and personal loans are generally
secured, often by first liens on automobiles, consumer goods or depository
accounts. A special effort is made to keep loan products as flexible as possible
within the guidelines of prudent banking practices in terms of interest rate
risk and credit risk. Bank lending personnel adhere to established lending
limits and authorities based on each individual's lending expertise and
experience. The Bank does not currently participate in any indirect lending
programs. The Bank's participation in lease financing is immaterial.
When considering loan requests, the primary factors taken into consideration by
the Bank are the cash flow and financial condition of the borrower, the value of
the underlying collateral, if any, and the character and integrity of the
borrower. These factors are evaluated in a number of ways including an analysis
of financial statements, credit reviews and visits to the borrower's place of
business.
The Bank also offers a broad range of fiduciary services through its Trust
Department, including the administration of trusts and decedents' estates and
other personal and corporate fiduciary services. Personal fiduciary services
include the settlement of estates, administration of various trusts, agency or
custodial accounts, investment management and guardian services.
Market Area
The Bank's primary market area includes the cities of Ronceverte and Lewisburg
and surrounding Greenbrier County, plus Charleston and surrounding Kanawha
County. Greenbrier County is predominately rural and comprised of moderate
income households. Major employment in the area includes agriculture, tourism,
health care, education and light manufacturing. Unemployment rates in the
Greenbrier county area often exceed the state average, with 1998's YTD
unemployment rate being 7.5% versus a West Virginia state-wide average of 6.6%.
(All unemployment data has been taken from the West Virginia State Bureau of
Employment Programs world-wide-web page.)
3
The Charleston branch is located in Kanawha County, West Virginia. This area is
home of the state capital and is the largest metropolitan area in West Virginia.
Primary employment is related to various professional service industries, health
care, state government, and the chemical industry. The Charleston area typically
has unemployment rates far below the state average, with Kanawha County's 1998
YTD unemployment rate being only 4.5%. The Charleston MSA is much more insulated
from economic downturns than the Greenbrier County area.
Competition
The banking and financial services business is highly competitive, especially in
the Bank's market area. The Bank's principal competitors in Greenbrier County
include four other commercial banks, each of which are owned by statewide or
regional bank holding companies. As of December 31, 1998, management estimates
that the Bank had deposits representing an estimated 19% of total deposits and
loans representing an estimated 16% of total loans of all commercial banks
servicing its market area. In addition, the Bank also competes for loans,
deposits and trust accounts with other regional banks, credit unions, savings
and loan associations, consumer finance companies, insurance companies and
direct lending agencies affiliated with Federal and state governments.
The Charleston area is serviced by the state's four largest banking
organizations, as well as several small independent banks. Currently, the
Company's market share is estimated to be less than 2% for both deposits and
loans.
The increasingly competitive environment is a result primarily of changes in
regulation, changes in technology and product delivery systems, and the
accelerating pace of consolidation among financial services providers. In order
to compete with the other financial services providers, the Bank principally
relies upon local promotional activities, personal relationships established by
officers, directors and employees with its customers, and specialized services
tailored to meet its customers' needs.
The Bank generates new business primarily through newspaper and radio
advertising, referrals and direct-calling efforts. Referrals for new business
come from Company directors, present customers of the Bank and professionals
such as attorneys and accountants.
Supervision and Regulation
The Company is subject to regulation under the Bank Holding Company Act of 1956,
as amended ("the Act"). The Act requires the prior approval of the Federal
Reserve Board for a bank holding company to acquire or hold more than a 5%
voting interest in any bank. The Act further restricts bank holding company
non-banking activities to those which are determined by the Federal Reserve
Board to be closely related to banking and a proper incident thereto.
The Bank is a national banking association chartered under the laws of the
United States. As such, the operations of the Bank are subject to the
regulations of the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System, the Federal Deposit Insurance Corporation ("the FDIC")
and West Virginia law. The Bank is also subject to periodic examination by the
Comptroller of the Currency.
Capital Standards - The Federal Reserve Board and the OCC have adopted
risk-based minimum capital guidelines intended to provide a measure of capital
that reflects the degree of risk associated with a banking organization's
operations for both transactions reported on the balance sheet, such as assets,
and transactions that are recorded as off-balance sheet items, such as letters
of credit and recourse arrangements. Under these guidelines, nominal dollar
amounts of assets and credit equivalent amounts of off-balance sheet items are
multiplied by one of several risk adjustment percentages, which range from 0%
for assets with low credit risk, such as certain U.S. Treasury securities, to
100% for assets with relatively high credit risk, such as business loans.
A banking organization's risk-based capital ratios are obtained by dividing its
qualifying capital by its total risk adjusted assets. The regulators measure
risk-adjusted assets, which include off-balance sheet items, against both total
qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2
capital) and Tier 1 capital. Tier 1 capital consists primarily of common stock,
retained earnings, noncumulative perpetual preferred stock (cumulative perpetual
preferred stock for bank holding companies) and minority interests in certain
subsidiaries, less most intangible assets. Tier 2 capital may consist of a
limited amount of the allowance for possible loan and lease losses, cumulative
preferred stock, long term preferred stock, eligible term subordinated debt and
certain other instruments with some characteristics of equity. The inclusion of
elements of Tier 2 capital is subject to certain other requirements and
limitations of the federal banking agencies. In addition to the risk-based
guidelines, federal banking regulators require banking organizations to maintain
a minimum amount of Tier 1 capital to total assets, referred to as the leverage
ratio.
Failure to meet applicable capital guidelines could subject the Company to a
variety of enforcement remedies available
4
to the federal regulatory authorities, including limitations on the ability to
pay dividends or the issuance of a directive to increase capital, and
termination of deposit insurance by the FDIC. Regulatory capital ratios of the
Bank are set forth in Note 14 to the Consolidated Financial Statements which are
included in Item 8 of this filing.
Federal Deposit Insurance Corporation Improvement Act of 1991 - In December,
1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA"), which substantially revised the bank regulatory and funding
provisions of the Federal Deposit Insurance Corporation Act and made revisions
to several other banking statutes.
FDICIA establishes a new regulatory scheme, which ties the level of supervisory
intervention by bank regulatory authorities primarily to a depository
institution's capital category. Among other things, FDICIA authorizes regulatory
authorities to take "prompt corrective action" with respect to depository
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: well-capitalized, adequately-capitalized, under-capitalized,
significantly-under-capitalized and critically-under-capitalized.
By regulation, an institution is "well-capitalized" if it has a total risk-based
capital ratio of 10% or greater, a Tier 1 risk- based capital ratio of 6% or
greater and a Tier 1 leverage ratio of 5% or greater and is not subject to a
regulatory order, agreement or directive to meet and maintain a specific capital
level for any capital measure. The Company's banking subsidiary was a
"well-capitalized" institution as of December 31, 1998.
Another requirement of FDICIA is that federal banking agencies must prescribe
regulations relating to various operational areas of banks and bank holding
companies. These include standards for internal audit systems, loan
documentation, information systems, internal controls, credit underwriting,
interest rate exposure, asset growth, compensation, a maximum ratio of
classified assets to capital, and such other standards as the agency deems
appropriate.
Community Reinvestment Act - The Bank is subject to the provisions of the
Community Reinvestment Act ("CRA") which requires banks to assess and help meet
the credit needs of the community in which the bank operates. The OCC examines
the Bank to determine its level of compliance with CRA. The OCC and the Federal
Reserve Board are required to consider the level of CRA compliance when
regulatory applications are reviewed. In its most recent CRA examination, the
Company's banking subsidiary was given an "outstanding" CRA rating.
Reigle-Neal Interstate Banking Bill - In 1994, Congress passed the Reigle-Neal
Interstate Banking Bill (the "Bill"). This Bill permitted certain interstate
banking activities through a holding company structure, effective September 30,
1995. It permits interstate branching by merger effective June 1, 1997, unless
states "opt-out" before that date. In March, 1996, West Virginia adopted changes
to its banking laws so as to permit interstate banking and branching to the
fullest extent permitted by the Bill. The Bill will also permit consolidation of
banking institutions across state lines and perhaps de novo entry. One result of
the Bill could be increased competitiveness, due to the realization of economies
of scale and/or de novo market entrants, where permitted.
Deposit Acquisition Limitation - Under West Virginia law, an acquisition or
merger is not permitted if the resulting depository institution or its holding
company would assume additional deposits to cause it to control deposits in the
State of West Virginia in excess of twenty five percent (25%) of the total
amount of all deposits held by insured depository institutions in West Virginia.
This limitation may be waived by the Commissioner of Banking for good causes
shown.
Monetary Policies - The monetary policies of regulatory authorities, including
the Federal Reserve Board, have a significant effect on the operating results of
banks and bank holding companies. The nature of future monetary policies and the
effect of such policies on the future business and earnings of the Company and
the Bank cannot be predicted.
Employees
At December 31, 1998, the Bank employed 38 full-time and 2 part-time employees.
The Company has no employees who are not also employees of the Bank. Such
employees are not represented by any collective bargaining unit, and management
believes its employee relations are good.
Statistical Information
The disclosures required by Industry Guide 3 - Statistical Disclosure by Bank
Holding Companies are included in "Item 6 - Selected Financial Data" on page 8
and "Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 9 to 21 of this report.
5
ITEM 2 - PROPERTIES
The Bank owns its principal office at One Cedar Street in Ronceverte, West
Virginia. The building is fully used by the Bank in its operations. It also owns
an adjacent drive-in banking facility that provides drive-in services, as well
as customer parking for the principal office of the Bank.
The lease on the Bank's former Lewisburg branch commenced April 1, 1986, and ran
for a 10-year term, expiring in March of 1996. Bank Management and the Board of
Directors opted to renegotiate the lease in an attempt to reduce the annual cost
to the Bank, as well as to evaluate other branch options. Negotiations did not
result in a mutually satisfactory agreement, and the Board of Directors voted
not to renew the current lease, but to commence with the purchase of land and
the construction of a new branch location. The former branch facility was leased
on a month-to-month basis through January, 1997. The Company completed
construction of a new branch facility and commenced operations on January 27,
1997. The new branch facility is located on U.S. Route 219, approximately 1 mile
north of the previous branch location, and is fully used in the Bank's
operations. Management does not anticipate that this action will have any
significant impact on its financial results, other than the reduction in lease
expense which is largely negated by the increased depreciation expense and
ongoing costs of ownership.
The Charleston branch is located in Laidley Tower, a multi-story office building
in downtown Charleston, WV. Effective May 1, 1996, the Company entered into a
10-year non-cancelable lease agreement to occupy approximately 4,532 square feet
of the building. Additional information related to this lease can be found in
Note 12 of the Notes to Consolidated Financial Statements which is included in
Item 8 of this filing.
The Bank's properties and leased facilities are considered well suited for its
current needs. Both the main office located in Ronceverte, WV, and the branch
location in Lewisburg, WV, have full-service banking available, including
drive-in banking services. Space at both locations is ample, and no significant
modifications are required at either location. The branch facility in Charleston
is also a full-service branch offering the same services as the other locations,
except it offers no drive-in banking services.
ITEM 3 - LEGAL PROCEEDINGS
The Company and the Bank are not currently involved in any material legal
proceedings, other than routine litigation incidental to their business, which
involve them or any of their properties.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders of the Company,
through the solicitation of proxies or otherwise, during the fourth quarter of
1998.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
As of February 28, 1999, the Company's common stock was held by approximately
487 stockholders of record.
There is no active or organized trading market for the common stock of the
Company. The stock of the Company is traded on a limited basis in privately
negotiated transactions. At present, there is no market maker for the Company's
common stock. Accordingly, bid and ask prices are not available for the stock of
the Company and the prices shown below may not be indicative of prices which
would prevail if the stock were more actively traded.
While management occasionally knows of the actual price paid for its common
stock in a transaction, management is not aware of prices paid in most, and
sometimes all, sales of the Company stock since such transactions are privately
negotiated. However, in some of these transactions, individuals have called the
Company and asked for a value for its common stock. In response to such
inquiries, the Company provides the individual with the book value of its common
stock as of the end of the most recent quarter, as well as the most recent price
per share paid in transactions reported to management. Stock trades during 1998
that were reported to management took place at $56.00 to $75.00 per share, with
the most recent reported transactions having a per share price of $75.00. Since
trades reported to management are infrequent, and private trades may be
conducted which are not reported to management, no representations can be made
regarding the fair value. Accordingly, the following high and low prices are the
book values of a share of the Company's common stock at the beginning and end of
each of the quarters as shown below.
6
- --------------------------------------------------------------------------------
Book Value Book Value
1998 1997
-------------------------- ---------------------
High Low High Low
First Quarter $ 49.29 $ 49.04 $ 44.44 $ 46.19
Second Quarter 49.41 48.54 46.95 46.69
Third Quarter 49.63 49.03 47.80 47.29
Fourth Quarter 50.53 50.11 48.44 48.07
- --------------------------------------------------------------------------------
A summary of dividends per share declared during 1998 and 1997 follows:
- --------------------------------------------------------------------------------
1998 1997
-------- -------
First Quarter $ 0.40 $ 0.40
Second Quarter 0.40 0.40
Third Quarter 0.40 0.40
Fourth Quarter 0.44 0.40
- --------------------------------------------------------------------------------
The Company plans to continue the pattern of declaring quarterly dividends in
the future at a rate consistent with its historical payout ratios.
Payment of dividends by the Company is dependent upon payments to it from the
subsidiary bank. The ability of the subsidiary bank to pay dividends is subject
to certain limitations under banking regulations. These limitations are
discussed in Note 14 of the Notes to Consolidated Financial Statements, which
are included in Item 8 of this filing.
7
ITEM 6. - SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data and ratios)
1998 1997 1996 1995 1994
------ ------ ------- ------- ---------
SUMMARY OF OPERATIONS
Interest income $ 7,564 $ 7,041 $ 6,166 $ 5,688 $ 5,599
Interest expense 3,372 3,077 2,393 2,115 2,089
Net interest income 4,192 3,964 3,773 3,573 3,510
Provision for
loan losses 449 31 -- -- 123
Non-interest income 445 422 433 415 419
Non-interest expense 3,167 3,087 3,140 2,920 3,100
Income before
income taxes 1,021 1,268 1,066 1,068 706
Income before
cumulative effect of
change in accounting
principle 724 792 736 767 542
Net income 724 792 736 767 542
PER SHARE DATA
Income before cumulative
effect of change in
accounting
principle $ 3.76 $ 4.11 $ 3.82 $ 3.98 $ 2.82
Net income:
Basic 3.76 4.11 3.82 3.98 2.82
Diluted 3.74 4.11 3.82 3.98 2.82
Cash dividends declared 1.64 1.60 1.39 1.20 1.00
Book value per share 50.53 48.44 45.93 43.72 37.98
AVERAGE BALANCE SHEET SUMMARY
Loans, net of unearned
discount and reserve $ 68,696 $ 63,620 $ 48,037 $ 41,853 $ 40,954
Securities 17,375 18,646 23,341 27,321 31,722
Deposits 78,949 75,149 69,838 66,367 72,082
Long-Term Debt 5,494 3,862 -- -- --
Shareholders' equity 9,543 9,239 8,672 8,223 7,779
Total assets 96,442 90,824 79,985 75,351 80,274
AT YEAR END
Loans, net of unearned
discount and reserve $ 68,671 $ 69,108 $ 52,800 $ 45,773 $ 38,766
Securities 17,866 17,311 22,617 24,015 30,802
Deposits 81,221 78,336 73,316 66,166 69,685
Long-Term Debt 5,488 5,500 -- -- --
Shareholders' equity 9,747 9,325 8,841 8,415 7,311
Total assets 98,353 95,430 83,668 75,455 77,738
SELECTED RATIOS
Return on average assets 0.75% 0.87% 0.92% 1.02% 0.68%
Return on average equity 7.59 8.57 8.49 9.33 6.97
Average equity to
average assets 9.90 10.17 10.84 10.91 9.69
Dividend payout ratio 43.64 38.92 36.35 30.12 35.52
8
ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
The following is a discussion and analysis focused on significant changes in the
financial condition and results of operations of the Company for the applicable
periods covered by the consolidated financial statements appearing in Item 8 of
this report. The statements contained in this discussion may include
forward-looking statements based on management's current expectations, and
actual results may differ materially. This discussion and analysis should be
read in conjunction with such financial statements and the accompanying notes
thereto. Certain amounts in this discussion, as previously presented, have been
reclassified for prior years to conform to current year classifications.
Amounts and percentages have been rounded for purposes of discussion.
First National Bankshares Corporation (the "Company"), incorporated under the
laws of the State of West Virginia in 1986, is a one bank holding company
headquartered in Ronceverte, West Virginia. The Company owns 100% of the
outstanding common stock of First National Bank ("the Bank"), which comprises
substantially all of the Company's assets and liabilities, and from which the
Company presently derives all of its earnings.
Earnings Summary
The Company reported net income of $724,000 for 1998, representing a decrease of
$68,000 or 8.58% over the $792,000 reported for 1997. The decrease in 1998
earnings was largely attributable to an increase in the provision for loan
losses. This charge to earnings was offset by a $228,000 improvement in net
interest income. Those factors significantly influencing results of operations
are included in the following discussion.
On a per share basis, net income was $3.76 in 1998, $4.11 in 1997, and $3.82 in
1996. An analysis of the changes in earnings per share by major statement of
income component is presented in the following table:
- --------------------------------------------------------------------------------
1998 1997
vs. vs.
1997 1996
---------- ----------
Basic earning per common share, prior year $ 4.11 $ 3.82
Increase (decrease) from changes in:
Net interest income 1.18 1.00
Provision for loan losses (2.17) (0.16)
Other income 0.12 (0.06)
Other expenses (0.41) 0.28
Income taxes 0.93 (0.77)
--------- ----------
Basic earning per common share $ 3.76 $ 4.11
========= ==========
- --------------------------------------------------------------------------------
Return on average assets (ROA), a measure of how effectively the Company
utilizes its assets to produce net income, was 0.75% for 1998, compared to 0.87%
for 1997 and 0.92% for 1996. Return on average equity (ROE), which measures
earnings performance relative to the total amount of equity capital invested in
the Company, was 7.59% in 1998, 8.57% in 1997, and 8.48% in 1996. The decrease
in both ROA and ROE was primarily due to the Company's decline in earnings in
1998 relative to previous years.
Net Interest Income
The most significant component of the Company's net earnings is net interest
income, which represents the excess of interest income earned on loans,
securities and other interest earning assets over interest expense on deposits.
Net interest income is influenced by changes in volume resulting from growth and
alteration of the balance sheet's composition, as well as by fluctuations in
market interest rates and maturities of sources and uses of funds. Net interest
income is presented and discussed in this section on a fully Federal
tax-equivalent basis to enhance the comparability of the performance of
tax-exempt securities to other fully taxable earning assets. For the years ended
1998, 1997, and 1996, tax-equivalent adjustments of $91,000, $102,000, and
$109,000, respectively, are included in interest income, and were computed
assuming a tax rate of 34.0% in all periods.
9
For the year 1998, the Company's adjusted tax-equivalent net interest income, as
adjusted, increased $215,000 or 5.29% to $4,283,000 as compared to $4,068,000
and $3,882,000 in 1997 and 1996, respectively. This improvement is attributable
to increased volume in the loan portfolio, which is the Bank's highest-yielding
earning asset. However due to the higher cost of interest bearing liabilities,
the Company's net yield on interest earning assets decreased from the previous
year to 4.69% in 1998 compared with 4.75% in 1997 and 5.15% in 1996. As
presented in TABLE II, savings deposits and FHLB borrowings accounted for the
majority of increased interest expense in 1998. The average volume of savings
deposits was 18% greater in 1998 compared to 1997. Much of the growth has been
in a particular savings product that offers a tiered interest rate and is based
upon the daily balance outstanding in the account. The majority of the accounts
in this particular savings product are paid interest at the highest tiered rate,
which is comparable to rates offered on short term time deposits or money market
accounts at brokerage firms. The increase in FHLB Borrowings interest expense is
due to the debt being outstanding for all of 1998 compared to nine months of
1997. It is expected that the Company's net interest margin will remain
consistent with 1998's levels in 1999.
Further analysis of the Company's yields on interest earning assets and interest
bearing liabilities and changes in net interest income as a result of changes in
average volume and interest rates are presented in TABLES I and II.
Provision for Loan Losses
The provision for loan losses represents charges to earnings necessary to
maintain the allowance for loan losses at a level which is considered adequate
in relation to the estimated risk inherent in the loan portfolio. Management
considers various factors in determining the amount of the provision for loan
losses including overall loan quality, changes in the mix and size of the loan
portfolio, previous loss experience and general economic conditions.
During 1998, the Company made a provision for loan losses of $449,000. This
compares to a provision for loan losses of $31,000 and $0 made in 1997 and 1996,
respectively. During 1998, an increased provision was necessary due to a
significant charge-off on a commercial real estate loan, as well as an increase
in the specific allocation for a previously reserved credit. For additional
discussion of these factors and the related allowance for loan losses account,
refer to the LOAN AND RELATED RISK ELEMENTS section of this discussion.
10
<TABLE>
<CAPTION>
TABLE I
AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS
(Dollars in thousands)
1998
Average
Balance Interest Rate
INTEREST EARNING ASSETS
<S> <C> <C> <C>
Loans, net of unearned discount (1) $ 69,420 $ 6,328 9.12
Securities:
Taxable 13,712 819 5.97
Tax-exempt (2) 3,663 267 7.29
-------- -------- ----
Total securities 17,375 1,086 6.25
-------- -------- ----
Federal funds sold 4,474 241 5.39
-------- -------- ----
Total interest earnings assets 91,269 7,655 8.39
NON INTEREST EARNING ASSETS
Cash and due from banks 2,305 -- --
Bank premises and equipment 1,980 -- --
Other assets 1,612 -- --
Allowance for loan losses (724) -- --
Total assets $ 96,442 -- --
INTEREST BEARING LIABILITIES
Demand deposits $ 12,445 $ 310 2.49
Savings deposits 26,266 1,104 4.20
Time deposits 29,892 1,536 5.14
-------- -------- ----
Total interest bearing deposits 68,603 2,950 4.30
Repurchase Agreements 1,574 59 3.75
Federal Funds Purchased -- -- --
Long-term FHLB borrowings 5,494 363 6.61
-------- -------- ----
Total interest bearing liabilities 75,671 3,372 4.46
NON INTEREST BEARING LIABILITIES
AND SHAREHOLDERS' EQUITY
Demand deposits 10,346 -- --
Other liabilities 882 -- --
Shareholders' equity 9,543 -- --
Total liabilities and
shareholders' equity $ 96,442 -- --
NET INTEREST EARNING $ 4,283
NET YIELD ON INTEREST EARNING ASSETS 4.69%
1997
Yield/ Average
Balance Interest Rate
INTEREST EARNING ASSETS
Loans, net of unearned discount (1) $ 63,620 $ 5,811 9.13%
Securities:
Taxable 14,527 841 5.79
Tax-exempt (2) 4,119 303 7.36
-------- -------- ----
Total securities 18,646 1,144 6.13
-------- -------- ----
Federal funds sold 3,447 190 5.51
-------- -------- ----
Total interest earnings asset 85,713 7,145 8.33
----
NON INTEREST EARNING ASSETS
Cash and due from banks 2,554 -- --
Bank premises and equipment 2,092 -- --
Other assets 1,104 -- --
Allowance for loan losses (639) -- --
Total assets $ 90,824 -- --
INTEREST BEARING LIABILITIES
Demand deposits $ 12,953 344 2.66
Savings deposits 25,108 868 3.46
Time deposits 29,992 1,543 5.14
-------- -------- ----
Total interest bearing deposi 65,053 2,755 4.24
Repurchase Agreements 1,426 56 3.93
Federal Funds Purchased 126 7 5.56
Long-term FHLB borrowings 3,862 259 6.71
-------- -------- ----
Total interest bearing liabil 70,467 3,077 4.37
NON INTEREST BEARING LIABILITIES
AND SHAREHOLDERS' EQUITY
Demand deposits 10,096 -- --
Other liabilities 1,022 -- --
Shareholders' equity 9,239 -- --
Total liabilities and
shareholders' equity $ 90,824 -- --
NET INTEREST EARNING $ 4,068
NET YIELD ON INTEREST EARNING ASSETS 4.75%
...
1996
Yield/ Average Yield/
Balance Interest Rate
INTEREST EARNING ASSETS
Loans, net of unearned discount (1) $ 48,037 $ 4,667 9.72%
Securities:
Taxable 18,855 1,072 5.69
Tax-exempt (2) 4,486 321 7.16
-------- -------- ----
Total securities 23,341 1,393 5.97
-------- -------- ----
Federal funds sold 4,049 215 5.31
-------- -------- ----
Total interest earnings asset 75,427 6,275 8.32
-------- -------- ----
NON INTEREST EARNING ASSETS
Cash and due from banks 2,475 -- --
Bank premises and equipment 1,499 -- --
Other assets 1,194 -- --
Allowance for loan losses (610) -- --
-------- -------- ----
Total assets $ 79,985 -- --
======== ======== ====
INTEREST BEARING LIABILITIES
Demand deposits $ 13,449 360 2.68
Savings deposits 20,419 727 3.56
Time deposits 26,325 1,293 4.91
-------- -------- ----
Total interest bearing deposi 60,193 2,380 3.95
Repurchase Agreements 320 13 4.06
Federal Funds Purchased -- -- --
Long-term FHLB borrowings -- -- --
-------- -------- ----
Total interest bearing liabil 60,513 2,393 3.95
NON INTEREST BEARING LIABILITIES
AND SHAREHOLDERS' EQUITY
Demand deposits 9,642 -- --
Other liabilities 1,155 -- --
Shareholders' equity 8,672 -- --
-------- -------- ----
Total liabilities and
shareholders' equity $ 79,982 -- --
======== ======== ====
NET INTEREST EARNING $ 3,882
NET YIELD ON INTEREST EARNING ASSETS
5.15%
</TABLE>
(1) - For purposes of this table, nonaccruing loans are included in average loan
balances. Loan fees are also included in interest income
(2) - Computed on a fully Federal tax-equivalent basis using the rate of 34% for
all years
11
- --------------------------------------------------------------------------------
TABLE II
CHANGE IN INTEREST INCOME AND EXPENSE
DUE TO CHANGES IN AVERAGE VOLUME AND INTEREST RATES (1)
(Dollars in thousands)
________1998 vs. 1997 1997 vs 1996
Increase (Decrease) Increase (Decrease)
Due to Change in: Due to Change in:
Volume Rate Total Volume Rate Total
INTEREST EARNING ASSETS
Loans $ 529 $ (12) $ 517 $ 1,437 $ (293) $1,144
Securities:
Taxable (48) 26 (22) (250) 19 (231)
Tax-exempt (2) (33) (3) (36) (26) 7 (19)
--------- ------- ------- -------- ------ -------
Total securities (81) 23 (58) (276) 26 (250)
--------- ------- ------- -------- ------ -------
Federal funds sold 55 (4) 51 (33) 8 (25)
--------- ------- -------- -------- ------- ------
Total interest earning assets 503 7 510 1,128 (259) 869
--------- ------- -------- -------- -------- -----
INTEREST BEARING LIABILITIES
Demand deposits (13) (21) (34) (13) (3) (16)
Savings deposits 172 64 236 63 78 141
Time deposits (5) (2) (7) 186 64 250
Repurchase Agreements 6 (3) 3 43 - 43
Federal Funds purchased (4) (4) (8) 6 - 6
Long-term FHLB borrowings 108 (4) 104 259 - 259
-------- ------- ------- ------- ------ ------
Total interest
bearing liabilities 264 30 294 544 139 683
-------- ------- ------- ------- ------- -----
NET INTEREST EARNINGS $ 239 $ (23) $ 216 $ 584 $(398) $ 186
========= ======= ======= ======= ====== ======
(1) - The change in interest due to both rate and volume has been allocated
between the factors in proportion to the relationship of the absolute
dollar amounts of the change in each.
(2) - Calculated assuming a fully tax-equivalent basis using the rate of 34%.
- --------------------------------------------------------------------------------
Non-interest Income
Non-interest income includes revenues from all sources other than interest
income and yield related loan fees. Noninterest income totaled $445,000,
$422,000, and $433,000 for the years ended December 31, 1998, 1997, and 1996, or
5.88%, 5.65%, and 6.56% of total income, respectively. 1998's non-interest
income of $445,000 was up 5.45% and 2.77% from December 31, 1997 and 1996
levels, respectively. The following table details the components of non-interest
income earned by the Company in 1998, 1997, and 1996, as well as the percentage
increase (decrease) in each over the prior year.
- --------------------------------------------------------------------------------
1998 1997 1996
Percent Percent
Amount Change Amount Change Amount
Trust department income $ 86,000 32.3 % $65,000 (1.5%) $ 66,000
Service fees and commissions 248,000 (4.6) 260,000 12.1 232,000
Securities Gains (Losses), Net - 0.0 - (100.0) 1,000
Gain on Flood Insurance Proceeds - 0.0 - (100.0) 39,000
Other 111,000 14.4 97,000 2.1 95,000
---------- -------- -------- -------- --------
Total $ 445,000 5.45% $422,000 (2.5%) $ 433,000
========== ======== ======== ======== =========
- --------------------------------------------------------------------------------
12
Trust income was $21,000 greater in 1998 compared to 1997 and $20,000 greater
than 1996's level. The increase was due to the Company administering a single
large estate during 1998. Estates and other trust services tend to fluctuate
from year to year, and trust revenues are currently expected to decrease from
1998's level to more historical levels during 1999. Service fees and commissions
decreased by $12,000, or 4.6% to $248,000 in 1998. Deposit customers are very
attuned to the service charges on deposit accounts. As a result, deposit
customers are keeping larger account balances on hand in order to avoid fees
and/or overdraft charges. As such, a general decline in service fee income has
resulted. Management will continue to seek new ways of increasing the Company's
fee income in the future through new product offerings and the restructuring of
existing products. During 1996, the Company realized a net gain of $39,000 from
insurance proceeds received as a result of flood damage to the Bank's main
banking facility. A total of $55,000 in direct flood-related expenses were
offset by $94,000 in insurance proceeds. All excess monies were invested in
additional fixed assets and are being depreciated over their estimated useful
lives in accordance with generally accepted accounting principals. Other income
increased $31,000 from 1997 and $35,000 from 1996. The increase in 1998 was due
to gains totaling $23,000 realized on the sale of repossessed property. Although
the Company engages in the foreclosure and sale of such property during the
ordinary course of business, such gains or losses realized from time to time are
unusual and are not expected to be a significant source of income in the future.
Non-interest Expense
Non-interest expense comprises overhead costs which are not related to interest
expense or to losses from loans or securities. The following table itemizes the
primary components of non-interest expense for 1998, 1997 and 1996, and the
percentage increase (decrease) in each over the prior year.
- --------------------------------------------------------------------------------
1998 1997 1996
Percent Percent
Amount Change Amount Change Amount
Salaries and employee
benefits $ 1,542,000 (5.9)% $ 1,639,000 0.7% $ 1,628,000
Net occupancy expense 283,000 1.1 280,000 (4.1) 292,000
Equipment rental,
depreciation and
maintenance 294,000 16.7 252,000 16.7 216,000
Federal deposit
insurance premiums 9,000 28.6 7,000 133.3 3,000
Data processing 195,000 46.6 133,000 (16.9) 160,000
Advertising 65,000 (15.6) 77,000 - 77,000
Professional & legal 161,000 56.3 103,000 (7.2) 111,000
Mailing and postage 76,000 0.0 76,000 (6.2) 81,000
Directors' fees and
shareholders' expense 100,000 (2.0) 102,000 10.8 92,000
Stationery and supplies 71,000 (25.3) 95,000 (2.1) 97,000
Other 371,000 14.9 323,000 (15.7) 383,000
---------- ------- -------- ------- --------
Total $ 3,167,000 2.6% $ 3,087,000 (1.7)%$ 3,140,000
=========== ======= =========== ======= =========
- --------------------------------------------------------------------------------
Salaries and employee benefits represent the Company's largest non-interest
cost, comprising approximately 48.7% of total non-interest expense in 1998 and
53.1% in 1997. Salaries and employee benefits decreased $97,000, or 5.9%, from
1997's. The decrease was due in part to the Company having approximately three
fewer full-time equivalent staff employed in 1998 compared to 1997. The decrease
in staff was a result of retirements and voluntary resignations. Management
feels that the existing staff is adequate to meet its customer needs without
incurring significant amounts of overtime or contractual labor expense,
therefore, the positions, for at least the short-term, will not be filled. The
decrease in salaries and employee benefits was further aided by the temporary
suspension of the executive incentive plan in 1998, in which $75,000 was
incurred under the plan in 1997. Management expects to reinstate the plan for
1999. The aforementioned items were mitigated by normal merit raises for the
existing staff and a general increase in the cost of benefit programs offered to
all employees of the Company.
Equipment rental, depreciation and maintenance expense increased $42,000 or
16.7% over 1997's total. In response to the Company's Year 2000 readiness, the
Company upgraded several computers and related equipment in 1998 by entering
into an operating lease arrangement with a supplier. Although the lease payments
would nearly offset the depreciation on the equipment had it been purchased, the
bulk of the computer equipment replaced was fully depreciated, therefore, the
lease payments added to the expense incurred in 1998. In addition, depreciation
expense was higher in 1998 due to a full year's depreciation on 1997's
acquisitions, which were higher than ususal due to equipping the new branch in
Lewisburg.
13
Data processing expense increased $62,000 or 46.6% from 1997. In 1998, the
Company incurred approximately $30,000 in additional expense for testing its
data processing function for Year 2000 compliancy. See further discussion of the
Company's Year 2000 assessment and remediation in the YEAR 2000 section of this
discussion. The remaining increase is due to the significant growth in the
number of loan and deposit accounts processed. The growth in the number of
accounts over the past two years has been stimulated by the addition of the
Charleston branch and new deposit products.
Legal and professional fees increased $58,000 or 56.3% from 1997. During 1998,
the Company incurred approximately $56,000 in legal and professional fees
associated with its unsuccessful merger discussions with a bank holding company.
No further legal and professional fees associated with the aforementioned merger
discussions will be incurred as the Company terminated the merger negotiations.
No other significant or unusual variances from previously reported non-interest
expense line items were incurred during 1998.
Income Taxes
The Company's income tax expense, which includes both Federal and State income
taxes, totaled $297,000 or 29.1% of pre-tax income in 1998, compared to $476,000
or 37.5% in 1997, and $330,000 or 30.9% in 1996. For financial reporting
purposes, income tax expense does not equal the Federal statutory income tax
rate of 34% when applied to pre-tax income, primarily because of State income
taxes and interest income derived from tax-exempt securities. Additional details
relative to the Company's income taxes are included in Note 9 to the
accompanying consolidated financial statements.
Changes in Financial Position
Total assets increased $2,923,000 or 3.06% to $98,353,000 at year end 1998
compared to $95,430,000 at year end 1997. This increase in total assets resulted
from an increase in total deposits of $2,885,000 or 3.68%. At year end, these
funds were primarily invested in Federal funds sold and investment securities
due to net payoffs incurred in the loan portfolio. Average total assets also
increased, up 6.19% from $90,824,000 during 1997 to $96,442,000 during 1998.
TABLE I presents the Company's average balance sheet composition for the years
ended 1998, 1997 and 1996.
A discussion of the significant fluctuations in components of the Company's
balance sheet follows.
Securities
The Company has classified a portion of its securities portfolio as available
for sale to permit sufficient flexibility in regard to the Company's
asset/liability management program. Securities classified as available for sale
are carried at fair value with unrealized gains and losses reported as a
separate component of shareholders' equity, net of deferred income taxes. The
Company does not hold any securities for trading purposes.
The total securities portfolio increased $555,000 or 3.21% to $17,866,000 at
December 31, 1998, compared to December 31, 1997. Conversely, average total
securities decreased from $18,646,000 during 1997 to $17,375,000 during 1998, a
decrease of 6.81%. Given the flat yield curve on U.S. Government bonds and
agencies and management's attention to liquidity and interest rate risk,
management opted to invest excess funds into Federal funds sold. As a result,
the average balance of the securities portfolio decreased from 1997. This
movement of funds from securities to Federal funds sold was a gradual process
occurring as various securities reached their scheduled maturity dates. No
securities were sold to fund loan growth or meet other liquidity needs. At year
end when interest rates on short to medium term U.S. Government bonds and
agencies began to improve, management shifted overnight funds into the
securities portfolio. As a result, the securities portfolio at December 31, 1998
nearly equaled the balance at December 31, 1997. At year end, securities
represented 18.2% of total assets at December 31, 1998 compared to 18.1% at
year-end 1997.
At year end 1998, the Company had an unrealized gain on securities classified as
available for sale of less than $7,000 net of applicable deferred income taxes.
This is substantially unchanged from 1997's net unrealized gain of less than
$1,000, net of applicable deferred income taxes.
The Company had approximately 49% of its securities portfolio classified as
held-to-maturity at year-end 1998, compared to approximately 71% at year-end
1997. The decrease from the prior year is a result of normal maturities during
the year. As a general rule, the Company classifies all new securities purchases
as available-for-sale.
14
Details as to the amortized cost and estimated fair values of the Company's
securities by type are presented in Note 3 of the Notes to Consolidated
Financial Statements, included in Item 8 of this filing. At December 31, 1998,
the Company did not own securities of any one issuer, other than the U.S.
Government or its agencies, that exceeded ten percent (10.0%) of shareholders'
equity. The distribution of non-equity securities together with the weighted
average yields by maturity at December 31, 1998 are summarized in TABLE III.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE III
SECURITY MATURITY ANALYSIS (2)
(At amortized cost, dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
After One After Five
Within but within but within After
One Year Five Years Ten Years Ten Years
Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1)
Securities Held to Maturity
U.S. Government agencies
and corporations $ 1,228 5.60% $ 4,001 5.63% $ - - % $ - - %
State and political
subdivisions 255 4.35 2,535 4.89 720 4.61 - -
--------- ---------- --------- -------
Total $ 1,483 5.38 $ 6,536 5.34 $ 720 4.61 $ - -
========= ========== ========= =======
Securities Available for Sale
U.S. Government agencies
and corporations $ 2,493 5.73 $ 6,003 5.79 $ - - $ - -
========= ========== ========= =======
</TABLE>
(1) -- Weighted average yield presented without adjustment to a tax equivalent
basis. (2) - Excludes equity securities, such as Federal Reserve Bank and
Federal Home Loan Bank stock.
- -------------------------------------------------------------------------------
Loans
During 1998, loans, net of unearned income, decreased $307,000, or 0.44%, to
$69,437,000 from $69,744,000 at year end 1997. Conversely, average loans
outstanding, net of unearned income, increased from $63,620,000 in 1997 to
$69,420,000 in 1998, or 9.12%. A summary of the Company's year-end loan balances
by type, as well as an analysis of the increase (decrease) in such balances from
December 31, 1997 to December 31, 1998, is summarized in the following table.
- --------------------------------------------------------------------------------
Percent
Increase
1998 (Decrease) 1997
--------------- --------------- ----------------
Commercial, financial
and agricultural $26,581,000 (9.7)% $29,431,000
Real estate - construction 956,000 (72.8) 3,515,000
Real estate - mortgage 31,646,000 8.9 29,067,000
Installment 8,482,000 32.8 6,389,000
Other 1,772,000 29.7 1,366,000
------------ -------------
$69,437,000 (0.4) $69,768,000
LESS: Unearned Discount _________- 24,000
TOTAL LOANS $69,437,000 (0.4) $69,744,000
=========== ==============
- --------------------------------------------------------------------------------
Fueled by the lowest prime rate in recent years, both the real estate - mortgage
and installment loan portfolios grew during 1998. In addition, the Company was
able to form many new commercial relationships during the year. However, several
large-dollar loan payoffs in the commercial portfolio offset any growth during
1998. The decline in loans was further aided by the foreclosure on a real estate
construction note in May 1998. Management believes loan demand will remain
strong for the mortgage and installment loan portfolios in 1999. In addition,
high quality commercial and commercial real estate loans remain a target of the
Company.
15
A summary of loan maturities by loan type as of December 31, 1998 is
included in Note 4 of the Notes to Consolidated Financial Statements included in
Item 8 of this filing.
Allowance for Loan Losses and Risk Elements
The allowance for loan losses is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated. The allowance is
increased by provisions charged to operating expense and reduced by net
charge-offs. The Company's management, on a quarterly basis, performs a
comprehensive loan evaluation which encompasses the identification of all
potential problem credits, which are included on an internally generated watch
list. The identification of loans for inclusion on the watch list is facilitated
through the use of various sources, including past due loan reports, previous
internal and external loan evaluations, classified loans identified as part of
regulatory agency loan reviews and reviews of new loans representative of
current lending practices within the Bank. Once this list is reviewed to ensure
it is complete, detail reviews of specific loans for collectibility, performance
and collateral protection are performed. A grade is assigned to the individual
loans reviewed utilizing internal grading criteria, which is somewhat similar to
the criteria utilized by the Bank's primary regulatory agency. Based on the
results of these reviews, specific reserves for potential losses are identified.
In addition, management considers historical loan loss experience, new loan
volume, portfolio composition, levels of non-performing and past due loans and
current and anticipated economic conditions in evaluating the adequacy of the
allowance for loan losses.
As more fully explained in Notes 1 and 5 of the Notes to Consolidated Financial
Statements included in Item 8 of this filing, certain impaired loans are
required to be reported at the present value of expected future cash flows
discounted using the loan's original effective interest rate or, alternatively,
at the loan's observable market price, or at the fair value of the loans'
collateral if the loan is collateral dependent. There has been no significant
change in the amount of loans considered impaired under the provision of SFAS
No. 114, as amended.
At December 31, 1998 and 1997, the allowance for loans losses of $766,000 and
$636,000 represented 1.1% and 0.9% of gross loans, respectively, and was
considered adequate to cover inherent losses in the subsidiary bank's loan
portfolio as of the respective evaluation date. The Company maintains an
allowance for loan losses at a level considered adequate to provide for losses
that can be reasonably anticipated. The Company performs a quarterly evaluation
of the loan portfolio to determine its adequacy. The evaluation is based on
assessments of specifically identified loans, loss experience factors, current
and anticipated economic conditions and other factors to identify and estimate
inherent losses from homogeneous pools of loans.
The allocated portion of the subsidiary bank's allowance for loan losses is
established on a loan-by-loan and pool-by-pool basis. The unallocated portion is
for inherent losses that may exist as of the evaluation date, but which have not
been specifically identified by the processes used to establish the allocated
portion due to inherent imprecision in the objective process of identification.
The unallocated portion is subjective and requires judgment based on various
qualitative factors in the loan portfolio and the market in which the Company
operates. At December 31, 1998 and 1997, respectively, the unallocated portion
of the allowance approximated $95,000 and $132,000 or12.4% and 20.8% of the
total allowance. The unallocated amount at December 31, 1998 and 1997 has been
considered necessary primarily considering that historical loss factors used in
the Bank's methodology to calculate the allocated portion of the allowance do
not yet reflect the additional risk factors which may be inherent in the
portfolio due to loan growth over the past two years.
The year end 1998 allowance is $130,000 more than 1997's year end balance. As
more fully discussed in the following paragraphs, this is due primarily to an
increase in the specific allocation of loss assigned to a commercial note and
the charge-off of a construction note in May 1998. Management believes that the
current allowance is sufficient to cover any potential losses in the current
loan portfolio. An allocation of the allowance for loan losses to specific loan
categories is presented in TABLE IV.
16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE IV
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)
1998 1997 1996
----------------------------------------------------
Percent Percent Percent
of Total of Total of Total
Amount Loans Amount Loans Amount Loans
Commercial, financial,
and agricultural $ 380 38.3% $310 42.1% $ 136 36.6%
Real estate - construction 1 1.4 - 5.4 - 4.5
Real estate - mortgage 111 45.6 93 41.5 102 45.0
Installment 178 12.2 101 9.1 103 11.5
Other 1 2.5 - 1.9 - 2.4
Unallocated 95 - 132 - 313 -
--------- ------- -------- -------- ------ ------
$ 766 100.0% $636 100.0% $ 654 100.0%
========= ======= ======== ======== ====== ======
- --------------------------------------------------------------------------------
The Bank was in a net loss position (more money was charged-off than was
recovered from previously charged-off loans) during 1998. Loan charge-offs, net
of recoveries, for 1998 were $319,000 compared to $49,000 and ($11,000) in 1997
and 1996, respectively. Expressed as a percentage of average loans outstanding
during 1997, 1996 and 1995, net loan charge-offs were 0.46%, 0.08% and (0.02)%,
respectively. The increase in the net charge-offs is directly related to the
Company's foreclosure on a construction note in May 1998. The construction note
was placed on nonaccrual status in the first quarter of 1998. The loan customer
has since filed for bankruptcy, and in the best interest of the Bank, the
property was seized at foreclosure in an effort to minimize losses. The property
was subsequently offered at public auction, purchased by the Company for
$875,000 and placed in Other Real Estate Owned in May 1998. The difference
between the note balance and the purchase price ($273,000) was charged to the
allowance for credit losses.
As a result of the aforementioned foreclosure and related charge to the
allowance for loan losses and subsequent evaluation of the sufficiency of the
allowance, a provision for loan losses of $449,000 during the year ended 1998
was necessary to restore the unallocated allowance to a level considered
appropriate by management. See Note 5 of the Notes to the Consolidated Financial
Statements for an analysis of the activity in the Company's allowance for loan
losses in 1998, 1997 and 1996.
The following presents a summary of the Company's non-performing assets and
accruing loans past due 90 days or more at December 31, 1998, 1997 and 1996.
- --------------------------------------------------------------------------------
(in thousands)
December 31,
1998 1997 1996
--------- ---------- --------
Non-performing assets:
Nonaccrual loans $ 318 $ 1,733 $ 161
Other real estate owned 875 22 22
Restructured loans - - -
--------- --------- -------
$ 1,193 $ 1,755 $ 183
========= ========== =========
Accruing loans past due
90 days or more $ - $ - $ -
========= ========== =========
- --------------------------------------------------------------------------------
The Company places into nonaccrual status those loans which the full collection
of principal and interest are unlikely or which are past due 90 or more days,
unless the loans are adequately secured and in the process of collection. If
interest on nonaccrual loans had been accrued, such income would have
approximated $34,000, $112,000 and $15,000 in 1998, 1997 and 1996, respectively.
Interest income recognized on nonaccrual loans and included in Company interest
income is not material. As discussed above, a construction note, which was
included in nonaccrual accrual loans at December 31, 1997 was foreclosed upon in
1998. The property remains in Other Real Estate Owned at December 31, 1998. As
more fully discussed in Note 17 of the Notes to the Consolidated Financial
Statements, subsequent to year end the property was leased.
17
Deposits
Total deposits increased by 3.68% to $81,221,000 at December 31, 1998, from
$78,336,000 at December 31, 1997. Average deposits increased $3,800,000 or 5.05%
from 1997 to total $78,949,000 at December 31, 1998. As previously discussed,
savings deposits, on average, grew 4.61% or $1,158,000 from 1997. The majority
of the growth was in a savings product that pays interest at a tiered rate based
upon the average outstanding balance in the account. Deposit customers are
attracted to this product due to the competitive interest rate offered on the
product, along with the liquidity afforded a savings product. Both
interest-bearing demand deposits and certificate of deposits balances, on
average, decreased marginally from 1997. The majority of the runoff in these
deposits products was shifted to the savings deposits. See Table I for a
comparison of the average deposit balances for the years ended 1998, 1997 and
1996.
Details relative to the maturities of and interest expense on time certificates
of deposit of $100,000 or more are presented in Note 7 of the Notes to
Consolidated Financial Statements included in Item 8 of this filing.
Securities Sold under Agreements to Repurchase
As more fully discussed in Note 8 of the Notes to Consolidated Financial
Statements included in Item 8 of this filing, during 1996 the Bank became
involved in repurchase agreements with certain commercial customers. The
balances involved in repurchase agreements increased during 1998 as additional
commercial accounts were obtained, and it is expected that these balances will
continue to grow during 1999 as the Bank seeks additional commercial accounts.
Interest paid on these borrowings is tied to the Federal Funds rate, depending
on the outstanding deposit balances.
Long-term borrowings
Due to increased loan demand, the Company obtained a $5,000,000, 3-year advance
from the Federal Home Loan Bank in March of 1997. In anticipation of an increase
in interest rates on borrowed funds, the Company's subsidiary bank borrowed the
funds from the FHLB of Pittsburgh to lock-in a funding source for its
anticipated loan growth. For more information on this FHLB debt refer to Note 8
of the Notes to Consolidated Financial Statements included in Item 8 of this
filing.
Additionally, a real estate project benefitting low-income residents was funded
in part through the FHLB's Community Investment Program ("CIP"). This program
allows matched funding of qualifying projects at rates significantly below the
market rates for similar non-CIP funds. In December of 1997, the Company
obtained a $500,000 five-year advance as part of the CIP program. This advance
is on a matched amortization with the underlying note and will amortize in
accordance with standard loan terms. For more information on this FHLB debt
refer to Note 8 of the Notes to Consolidated Financial Statements included in
Item 8 of this filing.
Liquidity and Interest Rate Risk Management
Liquidity reflects The Company's ability to ensure the availability of adequate
funds to meet loan commitments and deposit withdrawals, as well as provide for
other Company transactional requirements. Liquidity is provided primarily by
funds invested in cash and due from banks and Federal funds sold, which measured
$8,016,000 at December 31, 1998. Liquidity is considered to be more than
adequate. The Company's liquidity position is monitored continuously to ensure
that day-to-day as well as anticipated funding needs are met.
Further enhancing the Company's liquidity is the availability of approximately
$3,976,000 (at amortized cost) in securities maturing within one year. Also, the
Company has additional securities with maturities greater than one year with an
estimated fair value totaling $5,981,000 classified as available for sale in
response to an unforeseen need for liquidity. Management is not aware of any
trends, commitments, events or uncertainties that have resulted in or are
reasonably likely to result in a material change to the Company's liquidity.
Interest rate risk represents the volatility in earnings and market values of
interest earning assets and interest bearing liabilities resulting from changes
in market rates. The Company seeks to minimize interest rate risk through
asset/liability management. The Company's principal asset/liability management
strategy is gap management. Gap is the measure of the difference between the
volume of repricing interest earning assets and interest bearing liabilities
during given time periods. When the volume of repricing interest earning assets
exceeds the volume of repricing interest bearing liabilities, the gap is
positive -- a condition which usually is favorable during a rising rate
environment. The opposite case, a negative gap, generally is favorable during a
falling rate environment. When the interest rate sensitivity gap is near zero,
the impact of interest rate risk is limited, for at this point changes in net
interest income are minimal regardless of whether interest rates are rising or
falling. An analysis of the Company's current gap position is presented in TABLE
VI.
18
- --------------------------------------------------------------------------------
TABLE VI
INTEREST RATE SENSITIVITY GAPS
December 31, 1998
(Dollars in thousands)
Repricing (1)
0-90 91-180 181-365 After
Days Days Days 1 Year Total
-------- ------- -------- ------- -------
INTEREST EARNING ASSETS
Loans, net of unearned discount $23,967 $4,765 $8,754 $31,951 $69,437
Securities (at amortized cost) 2,221 255 1,500 13,259 17,235
Federal funds sold 5,679 - - - 5,679
--------- ------- -------- ------- -------
Total interest earning assets 31,867 5,020 10,254 45,210 92,351
--------- ------- -------- ------- -------
INTEREST BEARING LIABILITIES
Demand deposits $11,898 $ - $ - $ - $11,898
Savings deposits 22,958 413 2,167 2,227 27,765
Time deposits 10,125 5,818 6,398 7,094 29,435
Repurchase Agreements 951 - - - 951
Long-term FHLB borrowings 6 6 6 5,470 5,488
--------- ------- ------- -------- -------
Total interest bearing
liabilities 45,938 6,237 8,571 14,791 75,537
--------- ------- ------- -------- -------
Contractual interest
sensitivity gap (14,071) (1,217) 1,683 30,418 16,813
Adjustment (2) 19,899 (19,899) - - -
--------- -------- -------- -------- ------
Adjusted interest
sensitivity gap $ 5,828 $(21,116) $1,683 $30,418 $16,813
======== ======== ======== ======= ======
Cumulative adjusted interest
sensitivity gap $ 5,828 $(15,288) $(13,605) $16,813
========= ======== ========= =======
Cumulative adjusted gap as a percent
of total earning assets 6.31% (16.55%) (14.73%) 18.21%
Cumulative adjusted
rate-sensitivity ratio 1.22 0.71 0.78 1.22
This table includes various assumptions by management of maturities and
repayment patterns.
(1) - Contractual repricing, not contractual maturities, is used in this table
unless otherwise noted. No pre-payment assumptions were assumed.
(2) - Adjustment to approximate the actual repricing of interest bearing
demand deposits and savings accounts are based upon historical
experience.
- --------------------------------------------------------------------------------
The preceding table reflects the Bank's cumulative one year net interest
sensitivity position, or gap, as 0.78. Thus, the Bank is in a negative gap
position within a one year time frame. This indicates that a significant
increase in interest rates within a short time frame during 1999 could have a
significant negative impact on the Bank's net interest income in 1999. However,
interest rates on approximately 35.2% of the Bank's interest-bearing liabilities
may be changed by management at any time based on their terms. Since management
believes that repricing of interest bearing deposits in an increasing interest
rate environment will generally lag behind the repricing of interest bearing
assets, the Bank's interest rate risk within one year is at an acceptable level.
The information presented in the table above represents a static view of the
Bank's gap position as of December 31, 1998, and as such, does not consider
variables such as future loan and deposit volumes, mixes and interest rates. The
Company seeks to maintain its adjusted interest sensitivity gap within 12 months
to a relatively small balance, positive or negative, regardless of anticipated
upward or down movements in interest rates in an effort to limit the effects of
interest rate risk on Company net interest income.
19
Capital Resources
Maintenance of a strong capital position is a continuing goal of the Company's
management. Through management of its capital resources, the Company seeks to
provide an attractive financial return to its shareholders while retaining
sufficient capital to support future growth.
Total shareholders' equity at December 31, 1998 was $9,747,000 compared to
$9,325,000 at December 31, 1997, representing an increase of 4.53%. A
reconciliation of the increase is reported in the Consolidated Statement of
Shareholders' Equity found in Item 8 of this filing. Average total shareholders'
equity expressed as a percentage of average total assets decreased from 10.17%
to 9.90% at December 31, 1998. The decrease is explained by the increase in
average assets from 1997 coupled with lower earnings in 1998.
The Company's subsidiary bank is subject to minimum regulatory risk-based
capital guidelines, as more fully described in Note 14 of the Notes to
Consolidated Financial Statements included in Item 8 of this filing. Such
guidelines provide for relative weighting of both on and off-balance sheet items
(such as loan commitments and standby letters of credit) based on their
perceived degree of risk. At December 31, 1998, the Company continues to exceed
each of the regulatory risk-based capital requirements as shown in the following
table.
- --------------------------------------------------------------------------------
RISK-BASED CAPITAL RATIOS
Minimum
Actual Requirement
Total risk-based capital ratio 15.77% 8.00%
Tier 1 risk-based capital ratio 14.62% 4.00%
Leverage ratio 9.94% 3.00%
- --------------------------------------------------------------------------------
Improved operating results and a consistent dividend program, coupled with an
effective management of credit and interest rate risk will be the key elements
towards the Company continuing to maintain its present strong capital position
in the future. Additional information related to regulatory restrictions on
capital and dividends is disclosed in Note 14 of the Notes to Consolidated
Financial Statements included in Item 8 of this filing.
Stock Option Plan
Since 1996, the Company has had an incentive stock option plan to provide a
method whereby key employees of the Company and its subsidiaries who are
responsible for the management, growth and protection of the business, and who
are making substantial contributions to the success and profitability of the
business, may be encouraged to acquire a stock ownership in the Company, thus
providing a proprietary interest in the business. For more information regarding
this plan, please refer to Note 11 of the Notes to Consolidated Financial
Statements included in Item 8 of this filing.
Year 2000 Issues
The Company relies heavily on computer systems to accurately process
date-sensitive data. As such, there is a general concern that computer systems
that operate with two digit date fields rather than four digit date fields will
recognize the year 2000 as the year 1900, resulting in system failures and
erroneous data. This concern is widely known as the Year 2000 Issue (or "Y2K").
The concern is not limited to information or traditional computer systems only.
The potential risk also extends to non-information systems such as software
applications, telephones, heating and cooling systems, security systems or any
other machine or application that employs computer technology or embedded chips.
The Year 2000 issue has been given a high priority by Management. In preparation
for the Year 2000, Management formed a Year 2000 Committee. The Committee has
been in existence since early 1998 and has been charged to perform the following
tasks as adopted in a formal Year 2000 Plan: (1) To make aware to all employees,
customers, and vendors the issues concerning Year 2000 and the potential
consequences of not being Year 2000 compliant; (2) To assess the Company's
readiness for Year 2000 by identifying all critical information systems, as well
as non-information systems, that potentially could be impacted by the Year 2000;
(3) To renovate/remediate systems that are not Year 2000 compliant; (4) To test
or validate that all critical information and non-information systems are Year
2000 compliant; and (5) Based upon the results of the testing/validation, to
implement final plans or programs that will ensure accurate and timely
processing of transactions in the new millennium.
20
To date, the Company is 100% complete towards the awareness and assessment tasks
described above. The Company is approximately 90% complete with regards to
renovation and remediation. Various computer equipment must be replaced in order
for all hardware to be Y2K compliant. See below for an estimate of the costs to
be incurred with its renovation.
To date the Company is approximately 80% complete with regards to its testing.
The Company has outsourced the majority of its data processing function with the
third largest third party data processor. The third party data processor
provides information technology systems responsible for the processing of all
loans and deposits, along with the general ledger function. The Company's
in-house technology systems are primarily responsible for capturing and
uploading the data to the third party processor. In November 1998, the Company
and the third party data processor partnered in testing all loan, deposit, and
general ledger applications/functions for Year 2000 compliancy. The results of
the testing were favorable with only minor problems encountered. To date, all
hardware of the Company has been tested for Year 2000 compliancy. In addition to
the third party data processor's software, the Company employs various other
software packages in its daily operations. Such software is expected to be
tested for Year 2000 compliancy by the end of the first quarter of 1999. Also,
testing of the four automated teller machines is expected to be completed in
this same time frame. For the majority of the critical non-information systems,
such as utilities, etc., the Company has no means of insuring or verifying that
these systems will be ready for Year 2000, and the impact of a failure is these
systems is not determinable.
In addition to its own systems, the Company has taken steps to assess the
readiness for Y2K with its major vendors, suppliers, and customers.
Interruptions of business operations of its commercial customers could
potentially impact the Company's ability to collect on loans and impair asset
quality. During 1998, management, along with account officers, identified
high-risk industries and loan customers. Representations regarding Y2K readiness
have been requested from the high-risk commercial accounts. Those customers and
industries judged to be high risk will be closely monitored and estimated loan
losses resulting from potential Y2K exposure will be incorporated in the
evaluation of the loan loss reserve.
In an effort to mitigate interruptions from Y2K failures, the Company has
developed a contingency plan to handle day to day activities should systems
fail. Although the circumstances that may be encountered cannot be reasonably
predicted, the Company has encountered natural disasters within the past two
years in which management believes could parallel the worst case scenario in a
Y2K failure. In both natural disaster instances, the Company utilized a
contingency plan and was able to process transactions without significant
difficulties. A similar contingency plan will be utilized in the event of a Y2K
failure.
For the year ended 1998, the Company has incurred approximately $30,000 of
noncapital expense in testing Y2K compliance with its third party data
processor. In addition, the Company has incurred other related expenses totaling
$15,000. During 1998, the Company upgraded a majority of its computer hardware
by entering into a lease agreement with a supplier. The lease, which is
accounted for as an operating lease, is for two years with a monthly payment of
approximately $800. As mentioned above, the automated teller machines will be
tested in the first quarter of 1999. The total cost of the testing is not
expected to exceed $4,000. In order to complete renovation of its computer
systems, approximately $15,000 of computer equipment will purchased in 1999. The
Company does not separately track internal costs for the Y2K project,
principally payroll costs, however, it is believed to be immaterial to date. No
other material outlays are expected to be incurred in preparation for Year 2000.
Given the inherent uncertainty of the scope of the Year 2000 compliance issues
worldwide and the various levels of severity and catastrophe that have been
predicted by numerous "experts" and commentators, there can be no absolute
assurance that management will be able to identify all Year 2000 compliance
risks faced by the Company, or that contingency plans will assure uninterrupted
business operations across the millennium.
Impact of Inflation and Effects of Changing Prices
The results of operations and financial position of the Company have been
presented based on historical cost, unadjusted for the effects of inflation,
except for the recording of unrealized gains and losses on securities available
for sale. Inflation could significantly impact the value of the Company's
interest rate sensitive assets and liabilities and the cost of non-interest
expenses, such as salaries, benefits and other operating expenses.
As a financial intermediary, the Company holds a high percentage of interest
rate sensitive assets and liabilities. Consequently, the estimated fair value of
a significant portion of the Company's assets and liabilities re-price more
frequently than those of non-banking entities. It is the Company's policy to
have a majority of its loan portfolio re-price within five years by using
variable and balloon payment credit terms in order to reduce the impact of
significant changes in interest rates on its longer-term assets. Further, the
Company's policies attempt to structure its mix of financial
21
instruments and manage its interest rate sensitivity gap in order to minimize
the potential adverse effects of inflation or other market forces on its net
interest income, earnings and capital. A comparison of the carrying value of the
Company's financial instruments to their estimated fair value as of December 31,
1998 is disclosed in Note 15 of the Notes to Consolidated Financial Statements
included in Item 8 of this filing. Indirectly, management of the money supply by
the Federal Reserve to control the rate of inflation has an impact on the
earnings of the Company.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The independent auditor's report and consolidated financial statements of the
Company and its subsidiary appear herein. The Company is not subject to the
requirements for disclosure of supplemental quarterly financial data.
22
(ARNETT & FOSTER, P.L.L.C. LETTERHEAD)
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
First National Bankshares Corporation
and subsidiary
Ronceverte, West Virginia
We have audited the accompanying consolidated balance sheets of First National
Bankshares Corporation and subsidiary as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First National
Bankshares Corporation and subsidiary as of December 31, 1998 and 1997, and the
results of their operations and cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
ARNETT & FOSTER, P.L.L.C.
Charleston, West Virginia
January 22, 1999
23
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
ASSETS 1998 1997
----------- ----------
Cash and due from banks $ 2,336,519 $ 2,742,219
Federal funds sold 5,679,000 3,159,000
Securities held to maturity (estimated fair value
1998 $8,804,710; 1997 $12,404,834) 8,739,119 12,321,508
Securities available for sale 9,126,633 4,989,413
Loans, less allowance for loan losses of $765,542
and $635,555, respectively 68,671,231 69,108,134
Bank premises and equipment, net 1,848,072 2,072,919
Accrued interest receivable 602,291 660,107
Other real estate acquired in settlement of loans 875,000 22,000
Other assets 475,324 354,296
------------- -----------
Total assets $ 98,353,189 $ 95,429,596
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non interest bearing $ 12,123,521 $ 10,034,508
Interest bearing 69,097,806 68,301,240
------------ -----------
Total deposits 81,221,327 78,335,748
Securities sold under agreements to repurchase 950,734 1,330,396
Other liabilities 946,572 938,653
Long-term borrowings 5,487,598 5,500,000
------------ -----------
Total liabilities 88,606,231 86,104,797
------------ -----------
Commitments and Contingencies
Shareholders' Equity
Common stock, $5.00 par value, authorized
500,000 shares, issued 192,903 and 192,500
shares, respectively 964,515 962,500
Capital surplus 1,019,053 1,000,000
Retained earnings 7,769,966 7,361,859
Accumulated other comprehensive income (6,576) 440
---------- ----------
Total shareholders' equity 9,746,958 9,324,799
---------- ----------
Total liabilities and shareholders' equity $ 98,353,189 $ 95,429,596
============ ===========
See Notes to Consolidated Financial Statements
24
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For The Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
----------- --------------- ---------------
Interest income:
Interest and fees on loans $ 6,328,051 $ 5,811,096 $ 4,666,820
Interest and dividends on securities:
Taxable: 819,543 841,331 1,072,369
Tax-exempt: 175,715 199,095 211,876
Interest on Federal funds sold 240,544 189,937 214,946
---------- ------------- -------------
Total interest income 7,563,853 7,041,459 6,166,011
--------- ------------- -------------
Interest expense:
Deposits 2,949,576 2,761,332 2,379,774
Securities sold under
agreement to repurchase 59,283 56,095 13,356
Long-term borrowings 362,940 259,697 -
----------- ------------- ------------
Total interest expense 3,371,799 3,077,124 2,393,130
----------- ------------- ------------
Net interest income 4,192,054 3,964,335 3,772,881
Provision for loan losses 448,940 31,000 -
----------- ------------ -----------
Net interest income after
provision for loan losses 3,743,114 3,933,335 3,772,881
----------- ----------- -----------
Other income (expense):
Trust department income 86,168 64,835 65,757
Service fees 248,286 276,529 251,251
Securities gains (losses), net - - 972
Other 110,626 80,321 115,135
----------- ---------- ----------
Total other income 445,080 421,685 433,115
----------- ---------- ----------
Other expenses:
Salaries and employee benefits 1,541,833 1,639,359 1,628,041
Net occupancy expense 283,345 279,780 292,250
Equipment rentals, depreciation
and maintenance 293,666 252,391 216,373
Federal deposit insurance premiums 9,227 6,890 3,265
Data processing 195,237 132,681 159,983
Advertising 64,446 76,692 76,991
Professional and legal 161,010 103,032 111,382
Mailing and postage 75,979 76,244 80,642
Directors fees and
shareholders expenses 100,386 102,417 91,449
Stationery and supplies 70,479 94,533 97,002
Other 371,318 322,519 382,365
----------- ------------ ------------
Total other expenses 3,166,926 3,086,538 3,139,743
----------- ------------ ------------
Income before income tax expense 1,021,268 1,268,482 1,066,253
Income tax expense 297,124 476,660 330,226
----------- ------------ ------------
Net income $ 724,144 $ 791,822 $ 736,027
============= ============ ===========
Basic earnings per common share $ 3.76 $ 4.11 $ 3.82
============= ============= ===========
Diluted earnings per common share $ 3.74 $ 4.11 $ 3.82
============ ============= ===========
See Notes to Consolidated Financial Statements
25
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For The Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
------------- --------- ----------
Net income $ 724,144 $ 791,822 $ 736,027
------------- --------- ----------
Other comprehensive income, net of tax:
Unrealized gains on investment
securities net of
income taxes:
Gain (loss) arising
during the period (7,016) 365 (43,244)
Reclassification adjustments (adjustments
for years ended December 31, 1997
and 1996 are not presented) - - -
Other comprehensive income (7,016) 365 (43,244)
-------------- ------------ -----------
Comprehensive income $ 717,128 $ 792,187 $ 692,783
============== ============= ===========
See Notes to Consolidated Financial Statements
26
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1998, 1997 and 1996
Accumulated Total
Other Share-
Common Capital Retained Comprehensive holders'
Stock Surplus Earnings Income Equity
Balance, December 31, 1995 $962,500 $1,000,000 $6,409,585 $43,319 $8,415,404
Net income - - 736,027 - 736,027
Cash dividends declared on
common stock
($1.39 per share) - - (267,575) - (267,575)
Change in net unrealized
gain (loss)on securities - - - (43,244) (43,244)
----------------------------------- ------------
Balance, December 31, 1996 962,500 1,000,000 6,878,037 75 8,840,612
Net income - - 791,822 - 791,822
Cash dividends declared
on common stock
($1.60 per share) - - (308,000) - (308,000)
Change in net unrealized
gain (loss)on securities - - - 365 365
------------------------------------------------
Balance, December 31, 1997 962,500 1,000,000 7,361,859 440 9,324,799
Net income - - 724,144 - 724,144
Cash dividends declared
on common stock
($1.64 per share) - - (316,037) - (316,037)
Issued 403 shares of
common stock pursuant to
exercise of stock option 2,015 19,053 - - 21,068
Change in net unrealized
gain (loss)on securities - - - (7,016) (7,016)
-----------------------------------------------
Balance,
December 31, 1998 $ 964,515 $ 1,019,053 $7,769,966 $(6,576)$9,746,958
============= =========== ========= ====== =======
See Notes To Consolidated Financial Statements
27
<TABLE>
<CAPTION>
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and
1996
<S> <C> <C> <C>
1998 1997 1996
--------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 724,144 $ 791,822 $ 736,027
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation 263,089 227,785 172,046
Provision for loan losses 448,940 31,000 -
Deferred income taxes (benefit) (118,984) 33,179 20,020
Securities (gains) losses, net - - (972)
(Gain) loss on sale of other assets (23,288) - 16,000
Provision for valuation allowance of other
real estate owned 1,500 - -
(Gain) loss on disposal of bank premises and equipment 800 (5,222) 26,202
Amortization of securities premiums and
(accretion of discounts), net (69,097) (35,474) (166,673)
(Increase) decrease in accrued interest receivable 57,816 (1,528) 48,167
(Increase) decrease in other assets (19) (18,715) (3,634)
Increase (decrease) in other liabilities 42 (80,071) 126,150
--------------- ------------- -------------
Net cash provided by operating activities 1,284,943 942,776 973,333
------------- ----------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities held
to maturity 8,575,000 9,735,000 11,656,739
Proceeds from maturities and calls of securities
available for sale 6,000,000 2,000,000 7,639,238
Purchases of securities held to maturity (5,000,938) (3,200,608) (16,790,439)
Purchases of securities available for sale (10,071,287) (3,191,950) (1,009,800)
Principal payments received on (loans made to)
customers, net (897,037) (16,341,550) (7,112,188)
Purchases of bank premises and equipment (40,342) (337,906) (1,175,222)
Proceeds from sale of bank premises and equipment 1,300 7,085 11,500
Proceeds from sales of other assets 56,238 - 37,693
------------- --------------------------------
Net cash provided by (used in)
investing activities (1,377,066) (11,329,929) (6,742,479)
------------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposit, NOW and
savings accounts 4,414,555 1,675,456 5,240,980
Proceeds from sales of (payments for matured)
time deposits, net (1,528,976) 3,343,839 1,909,285
Net increase (decrease) in securities sold under
agreements to repurchase (379,662) 837,923 492,473
Proceeds from long-term borrowings - 5,500,000 -
Principal payments on long-term borrowings (12,402) - -
Proceeds from sale of common stock pursuant
to stock option exercise 21,068 - -
Dividends paid (308,160) (308,000) (248,325)
------------- ------------- ------------
Net cash provided by (used in)
financing activities 2,206,423 11,049,218 7,394,413
------------- ------------- -------------
(Continued)
28
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
1998 1997 1996
------------------- ------------- -----------------
Increase (decrease) in cash and cash equivalents 2,114,300 662,065 1,625,267
Cash and cash equivalents:
Beginning 5,901,219 5,239,154 3,613,887
----------------- ------------- -----------------
Ending $ 8,015,519 $ 5,901,219 $ 5,239,154
============= =============== ==================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash payments for:
Interest $ 3,334,559 $ 3,113,927 $ 2,320,987
================ ============== ============
Income taxes $ 497,945 $ 361,969 $ 365,409
============= ============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Other real estate acquired in settlement of loans $ 885,000 $ 2,450 $ 85,406
============== ============= =============
Dividends declared and unpaid $ 84,877 $ 77,000 $ 77,000
============== ============== ============
</TABLE>
See Notes To Consolidated Financial Statements
29
FIRST NATIONAL BANKSHARES CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies
Nature of business: First National Bankshares Corporation is a one bank
holding company which was incorporated on January 28, 1986. The wholly
owned subsidiary, First National Bank is a commercial bank with
operations in Greenbrier and Kanawha Counties of West Virginia. The
Bank provides retail and commercial loans, deposit and trust services
principally to customers in Greenbrier and Kanawha County, West
Virginia and the surrounding counties.
Basis of financial statement presentation: The accounting and reporting
policies of First National Bankshares Corporation and subsidiary
conform to generally accepted accounting principles and to general
practices within the banking industry.
Principles of consolidation: The accompanying consolidated financial
statements include the accounts of First National Bankshares
Corporation, and its wholly-owned subsidiary, First National Bank
(formerly The First National Bank in Ronceverte). All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Presentation of cash flows: For purposes of reporting cash flows, cash
and cash equivalents includes cash on hand, Federal funds sold and
amounts due from banks (including cash items in process of clearing).
Cash flows from demand deposits, NOW accounts and savings accounts are
reported net since their original maturities are less than three
months. Cash flows from loans and certificates of deposit and other
time deposits are reported net.
Securities: Debt and equity securities are classified as "held to
maturity", "available for sale" or "trading" according to management's
intent. The appropriate classification is determined at the time of
purchase of each security and re-evaluated at each reporting date.
Securities held to maturity - Debt securities for which the
Company has the positive intent and ability to hold to maturity
are reported at cost, adjusted for amortization of premiums and
accretion of discounts.
Securities available for sale - Securities not classified as "held
to maturity" or as "trading" are classified as "available for
sale." Securities classified as "available for sale" are those
securities the Company intends to hold for an indefinite period of
time, but not necessarily to maturity. "Available for sale"
securities are reported at estimated fair value net of unrealized
gains or losses, which are adjusted for applicable income taxes,
and reported as a separate component of shareholders' equity.
Trading securities - There are no securities classified as
"trading" in the accompanying consolidated financial statements.
Realized gains and losses on sales of securities are recognized on the
specific identification method. Amortization of premiums and accretion
of discounts are computed using the interest method.
Loans and allowance for loan losses: Loans are stated at the amount of
unpaid principal, reduced by unearned income and an allowance for loan
losses.
Unearned interest on discounted loans is amortized to income over the
life of the loans, using methods which approximate the interest method.
For all other loans, interest is accrued daily on the outstanding
balances.
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The allowance for loan losses is maintained at a level considered
adequate to provide for losses that can be reasonably anticipated. The
allowance is increased by provisions charged to operating expense and
reduced by net charge-offs. The subsidiary bank makes continuous credit
reviews of the loan portfolio and considers current economic
conditions, historical loan loss experience, review of specific problem
loans and other factors in determining the adequacy of the allowance
for loan losses. Loans are charged against the allowance for loan
losses when management believes collectibility is unlikely. While
management uses the best information available to make its evaluation,
future adjustments to the allowance may be necessary if there are
significant changes in conditions.
A loan is impaired when, based on current information and events, it is
probable that the subsidiary bank will be unable to collect all amounts
due in accordance with the contractual terms of the specific loan
agreement. Impaired loans, other than certain large groups of
smaller-balance homogeneous loans that are collectively evaluated for
impairment, are required to be reported at the present value of
expected future cash flows discounted using the loan's original
effective interest rate or, alternatively, at the loan's observable
market price, or at the fair value of the loan's collateral if the loan
is collateral dependent. The method selected to measure impairment is
made on a loan-by-loan basis, unless foreclosure is deemed to be
probable, in which case the fair value of the collateral method is
used.
Generally, after management's evaluation, loans are placed on
non-accrual status when principal or interest is greater than 90 days
past due based upon the loan's contractual terms. Interest is accrued
daily on impaired loans unless the loan is placed on non-accrual
status. Impaired loans are placed on non-accrual status when the
payments of principal and interest are in default for a period of 90
days, unless the loan is both well-secured and in the process of
collection. Interest on non-accrual loans is recognized primarily using
the cost-recovery method.
Certain loan fees and direct loan costs are recognized as income or
expense when incurred. Whereas, generally accepted accounting
principles require that such fees and costs be deferred and amortized
as adjustments of the related loan's yield over the contractual life of
the loan. The subsidiary bank's method of recognition of loan fees and
direct loan costs produces results which are not materially different
from those that would be recognized had Statement Number 91 of the
Financial Accounting Standards Board been adopted.
Bank premises and equipment: Bank premises and equipment are stated at
cost less accumulated depreciation. Depreciation is computed primarily
by the straight-line method for bank premises and equipment over the
estimated useful lives of the assets. Repairs and maintenance
expenditures are charged to operating expenses as incurred. Major
improvements and additions to premises and equipment are capitalized.
Other real estate: Other real estate consists of real estate held for
resale which was acquired through foreclosure on loans secured by such
real estate. At the time of acquisition, these properties are recorded
at fair value with any write-down being charged to the allowance for
loan losses. After foreclosure, valuations are periodically performed
by management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell. Expenses incurred in connection
with operating these properties are insignificant and are charged to
operating expenses. Gains and losses on the sale of these properties
are credited or charged to operating income in the year of the
transactions.
Sales of these properties which are financed by the subsidiary bank and
meet the criteria of covered transactions remain classified as other
real estate until such time as principal payments have been received to
warrant classification as a real estate loan.
Income taxes: The consolidated provision for income taxes includes
Federal and state income taxes and is based on pretax net income
reported in the consolidated financial statements, adjusted for
transactions that may never enter into the computation of income taxes
payable. Deferred tax assets and liabilities are based on the
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the
future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income.
Deferred tax assets and liabilities are adjusted for the effects
31
of changes in tax laws and rates on the date of enactment. Valuation
allowances are established when deemed necessary to reduce deferred tax
assets to the amount expected to be realized.
Basic earnings per share: Basic earnings per common share are computed
based upon the weighted average shares outstanding. The weighted
average number of shares outstanding was 192,713 for the year ended
December 31, 1998 and 192,500 for the years ended December 31, 1997 and
1996. The Company is required to present basic and diluted per share
amounts. Diluted per share amounts assume the conversion, exercise or
issuance of all potential common stock instruments unless the effect is
to reduce the loss or increase the income per common share from
continuing operations. Basic and diluted earnings per share are
calculated as follows:
For the Year Ended 1998
Income Shares Per
(Numer- Denom- Share
ator) inator) Amount
Basic EPS
Income available to
common shareholders $ 724,144 $ 192,713 $ 3.76
=======
Effect of Dilutive Securities
Stock options - 918
-------------------------------
Diluted EPS
Income available to
common shareholders $ 724,144 $ 193,631 $ 3.74
=========== ============= ==========
For the Year Ended 1997
Basic EPS
Income available to
common shareholders $ 791,822 $ 192,500 $ 4.11
==========
Effect of Dilutive Securities
Stock options - 321
--------------------------------
Diluted EPS
Income available to
common shareholders $ 791,822 192,821 $ 4.11
============= ============= =========
For the Year Ended 1996
Basic EPS
Income available to
common shareholders $ 736,027 192,500 $ 3.82
=========
Effect of Dilutive Securities - -
-------------------------------
Diluted EPS
Income available to
common shareholders $ 736,027 192,500 $ 3.82
============= ============= =========
Profit sharing and 401(k) plans: The subsidiary bank sponsored a
profit-sharing plan through September 30, 1997. The subsidiary bank
also sponsors a 401(k) plan which covers substantially all employees.
Bank contributions to the plans are charged to expense.
Postretirement benefit plans: The subsidiary bank provides certain
healthcare and life insurance benefits for all retired employees that
meet certain eligibility requirements. The plans are contributory with
retiree contributions and are unfunded. The subsidiary bank's share of
the estimated costs that will be paid after retirement is being accrued
by charges to expense over the employees' active service periods to the
dates they are fully eligible for benefits.
Trust Department: Assets held in an agency or fiduciary capacity by the
subsidiary bank's Trust Department are not assets of the subsidiary
bank and are not included in the accompanying consolidated balance
sheets. Trust Department income is recognized on the cash basis in
accordance with customary banking practice. Reporting such income on a
cash basis rather than on the accrual basis does not have a material
effect on net income.
Comprehensive income: During the year ended December 31, 1998, the
Company adopted Financial Accounting Standards Board Statement No. 130,
Reporting Comprehensive Income. The Statement requires that financial
statements presented for earlier periods be reclassified. The Company
has elected to omit data regarding reclassification adjustments for the
years ended December 31, 1997 and 1996, as permitted by the Statement.
32
Reclassifications: Certain accounts in the consolidated financial
statements for 1997 and 1996, as previously presented, have been
reclassified to conform to current year classifications.
Emerging accounting standards: In June 1998, the Financial Accounting
Standards Board issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is required to be adopted in
years beginning after June 15, 1999. The Statement permits early
adoption as of the beginning of any fiscal quarter after its issuance.
The Bank expects to adopt the new Statement effective January 1, 2000.
The Statement will require the Bank to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, change in the fair value of
derivatives will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. Since the Company has not utilized derivatives
in the past, management does not anticipate that the adoption of the
new Statement will have a significant effect on the Bank's earnings or
financial position.
Note 2. Cash Concentrations
At December 31, 1998 and 1997, the subsidiary bank had a cash
concentration totaling $5,720,337 and $3,199,595, respectively, with a
correspondent bank consisting of a due from bank account balance and
Federal funds sold. Deposits with correspondent banks are generally
unsecured and have limited insurance under current banking insurance
regulations.
Note 3. Securities
The amortized cost, unrealized gains and losses, and estimated fair
values of securities at December 31, 1998 and 1997, are summarized as
follows:
1998
Carrying
Value
(Estimated
Amortized Unrealized Fair
Cost Gains Losses Value)
Available for sale
Taxable:
U.S. Government agencies
and corporations $8,495,645 $ 15,886 $ 26,183 $ 8,485,348
Federal Reserve Bank stock 56,650 - - 56,650
Federal Home Loan Bank
stock 573,600 - - 573,600
Other equities 9,268 - 483 8,785
--------------- ----------- --------- ---------
Total taxable 9,135,163 15,886 26,666 9,124,383
-------------- ----------- --------- ----------
Tax-exempt:
Federal Reserve Bank
stock 2,250 - - 2,250
---------------- ----------------------------------
Total $ 9,137,413 $ 15,886 $ 26,666 $9,126,633
============== =========== ========= ===========
33
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Carrying
Value Estimated
(Amortized Unrealized Fair
Cost) Gains Losses Value
Held to maturity
Taxable:
U.S. Government agencies
and corporations $ 5,228,839 $ 3,662 $ 23,145 $ 5,209,356
-------------- ------------ ------------ -------------
Tax-exempt:
State and political
subdivisions 3,510,280 85,074 - 3,595,354
-------------- ----------- ------------------------------
Total $ 8,739,119 $ 88,736 $ 23,145 $ 8,804,710
============== =========== ============ =============
1997
Carrying
Value
(Estimated
Amortized Unrealized Fair
Cost Gains Losses Value)
Available for sale
Taxable:
U.S. Treasury securities $ 1,993,751 $ 3,437 $ - $ 1,997,188
U.S. Government agencies
and corporations 2,455,251 3,803 6,529 2,452,525
Federal Reserve Bank stock 56,650 - - 56,650
Federal Home Loan Bank
stock 480,800 - - 480,800
-------------- ----------------------------------------------
Total taxable 4,986,452 7,240 6,529 4,987,163
-------------- ------------ ------------- -------------
Tax-exempt:
Federal Reserve Bank
stock 2,250 - - 2,250
--------------- ---------------------------------------------
Total $ 4,988,702 $ 7,240 $ 6,529 $ 4,989,413
============== =========== ============= =============
Carrying
Value Estimated
(Amortized Unrealized Fair
Cost) Gains Losses Value
Held to maturity
Taxable:
U.S. Treasury securities $ 500,000 $ - $ - $ 500,000
U.S. Government agencies
and corporations 7,232,490 13,547 3,363 7,242,674
Corporate debt securities 500,000 - 2,650 497,350
-------------- --------------------------- -------------
Total taxable 8,232,490 13,547 6,013 8,240,024
-------------- ----------- ------------ -------------
Tax-exempt:
State and political
subdivisions 4,089,018 76,157 365 4,164,810
-------------- ----------- -------------- -------------
Total $ 12,321,508 $ 89,704 $ 6,378 $ 12,404,834
============== =========== ============= =============
</TABLE>
Federal Reserve Bank stock and Federal Home Loan Bank stock are equity
securities which are included in securities available for sale in the
accompanying consolidated financial statements. Such securities are
carried at cost, since they may only be sold back to the respective
issuer or another member at par value.
34
The maturities, amortized cost and estimated fair values of securities
at December 31, 1998, are summarized as follows:
<TABLE>
<CAPTION>
Held to Maturity Available for Sale
Carrying
Carrying Value
Value Estimated (Estimated
(Amortized Fair Amortized Fair
Cost) Value Cost Value)
<S> <C> <C> <C> <C>
Due in one year or less $ 1,483,002 $ 1,484,708 $ 2,492,894 $ 2,504,419
Due from one to five years 6,536,189 6,577,074 6,002,751 5,980,929
Due from five to ten years 719,928 742,928 - -
Equity securities - - 641,768 641,285
--------------------------------------------------- -------------
Total $ 8,739,119 $ 8,804,710 $ 9,137,413 $ 9,126,633
============= ============= ============= =============
The proceeds from sales, calls and maturities of securities and
principal payments received on mortgage-backed obligations and the
related gross gains and losses realized are as follows:
Proceeds From Gross Realized
Years Ended Calls and Principal
December 31, Sales Maturities Payments Gains Losses
1998
Securities held to
maturity $ - $ 8,575,000 $ - $ - $ -
Securities available
for sale - 6,000,000 - - -
-------------------------- ------------------------------------------------
$ - $ 14,575,000$ - $ - $ -
========================================================================
1997
Securities held to
maturity $ - $ 9,735,000 $ - $ - $ -
Securities available
for sale - 2,000,000 - - -
-----------------------------------------------------------------------------
$ - $ 11,735,00$ - $ - $ -
=========================================================================
1996
Securities held to
maturity $ - $ 11,656,739 $ - $ 972 $ -
Securities available
for sale - 7,639,238 - - -
------------------------------------------------------------------------
$ - $ 19,295,977$ - $ 972 $ -
======================================================================
</TABLE>
At December 31, 1998 and 1997, securities with amortized costs of
$5,727,682 and $4,992,845, respectively, with estimated fair values of
$5,729,806 and $4,996,182, respectively, were pledged to secure public
deposits, and for other purposes required or permitted by law.
35
<TABLE>
<CAPTION>
Note 4. Loans
<S> <C> <C>
Loans are summarized as follows:
1998 1997
------------------- -------------------
Commercial, financial and agricultural $ 26,581,333 $ 29,431,003
Real estate - construction 956,042 3,514,835
Real estate - mortgage 31,645,727 29,066,834
Installment 8,481,967 6,388,754
Other 1,772,031 1,366,457
---------------- ---------------
Total loans 69,437,100 69,767,883
Less unearned income 327 24,194
------------------- -----------------
Total loans net of unearned income 69,436,773 69,743,689
Less allowance for loan losses 765,542 635,555
---------------- ----------------
Loans, net $ 68,671,231 $ 69,108,134
================ ===============
Included in the net balance of loans are non-accrual loans amounting to
$317,873 and $1,732,941 at December 31, 1998 and 1997, respectively. If
interest on non-accrual loans had been accrued, such income would have
approximated $33,670, $112,444 and $15,357 for the years ended December
31, 1998, 1997 and 1996, respectively.
The following represents contractual maturities of loans at December
31, 1998:
After 1 But
Within 1 Year Within 5 Years After 5 Years
---------------- ---------------- ---------------
Commercial, financial and
agricultural $ 7,668,247 $ 14,621,424 $ 4,291,662
Real estate - construction 956,042 - -
Real estate - mortgage 5,336,571 3,827,933 22,481,223
Installment 3,551,959 4,549,578 380,430
Other 1,358,357 32,781 380,893
---------------- ----------------- ----------------
Total $ 18,871,176 $ 23,031,716 $ 27,534,208
================ ================ ===============
Loans due after one year with:
Variable rates $ 33,714,594
Fixed rates 16,851,330
----------------
Total $ 50,565,924
</TABLE>
================
Concentrations of credit risk: The subsidiary bank grants commercial,
residential and consumer loans to customers primarily located in
Greenbrier and Kanawha Counties of West Virginia.
As of December 31, 1998 and 1997, the Bank had direct extensions of
credit to individuals who are employees of a railroad transportation
and holding company totaling approximately $1,792,302 and $2,700,000,
respectively. These loans consisted of residential real estate
mortgages generally secured by liens on the property. The Bank
evaluates the credit worthiness of each such customer on a case-by-case
basis.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loans to related parties: The subsidiary bank has had, and may be
expected to have in the future, banking transactions in the ordinary
course of business with directors, principal officers, their immediate
families and affiliated companies in which they are principal
stockholders (commonly referred to as related parties), all of which
have been, in the opinion of management, on the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with others.
The following presents the activity with respect to related party loans
aggregating $60,000 or more to any one related party:
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
--------------- ---------------
Balance, beginning $ 764,878 $ 519,780
Additions 307,680 447,660
Amounts collected (261,017) (202,562)
-------------- -------------
Balance, ending $ 811,541 $ 764,878
============= ==============
Note 5. Allowance for loan losses
An analysis of the allowance for loan losses for the years ended
December 31, 1998, 1997 and 1996, is as follows:
1998 1997 1996
--------------- ---------------- ---------------
Balance, beginning of year $ 635,555 $ 653,954 $ 643,439
Losses:
Commercial, financial and agricultural - - -
Real estate - mortgage 23,529 - 43,208
Real estate - construction 272,451 - -
Installment 68,470 108,645 74,226
------------- -------------- ---------------
Total 364,450 108,645 117,434
------------- -------------- --------------
Recoveries:
Commercial, financial and agricultural - - -
Real estate - mortgage - - 28,395
Installment 45,497 59,246 99,554
------------- -------------- --------------
Total 45,497 59,246 127,949
------------- -------------- -------------
Net (recoveries) losses 318,953 49,399 (10,515)
Provision for loan losses 448,940 31,000 -
------------- -------------- -------------
Balance, end of year $ 765,542 $ 635,555 $ 653,954
============= ============= =============
</TABLE>
The Company's total recorded investment in impaired loans at December
31, 1998 and 1997, approximated $317,873 and $497,883, respectively,
for which the related allowance for loan losses determined in
accordance with generally accepted accounting principles approximated
$250,000 and $215,000, respectively. The Company's average investment
in such loans approximated $333,316 and $897,757 for the years ended
December 31, 1998 and 1997, respectively. All impaired loans at
December 31, 1998 and 1997, were collateral dependent, and accordingly,
the fair value of the loan's collateral was used to measure the
impairment of each loan.
37
For purposes of evaluating impairment, the Company considers groups of
smaller-balance, homogeneous loans to include: mortgage loans secured
by residential property, other than those which significantly exceed
the subsidiary bank's typical residential mortgage loan amount
(currently those in excess of $100,000); small balance commercial loans
(currently those less than $50,000); and installment loans to
individuals, exclusive of those loans in excess of $50,000. For the
years ended December 31, 1998 and 1997, the Company did not recognize
any interest income on impaired loans.
Note 6. Bank Premises and Equipment
The major categories of Bank premises and equipment and accumulated
depreciation at December 31, 1998 and 1997, are summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
------------------- -------------------
Land $ 298,361 $ 298,361
Building and improvements 1,581,298 1,577,953
Furniture and equipment 2,007,860 1,999,590
---------------- ---------------
3,887,519 3,875,904
Less accumulated depreciation 2,039,447 1,802,985
---------------- ---------------
Bank premises and equipment, net $ 1,848,072 $ 2,072,919
================ ===============
Depreciation expense for the years ended December 31, 1998, 1997 and
1996 totaled $263,089, $227,785 and $172,046, respectively.
Note 7. Deposits
The following is a summary of interest bearing deposits by type as of
December 31, 1998 and 1997:
1998 1997
------------------ ------------------
Interest bearing demand deposits $ 11,898,145 $ 13,300,150
Savings deposits 27,765,194 24,037,647
Certificates of deposit 29,434,467 30,963,443
---------------- ---------------
Total $ 69,097,806 $ 68,301,240
================ ===============
Time certificates of deposit in denominations of $100,000 or more
totaled $6,116,458 and $5,715,801 at December 31, 1998 and 1997,
respectively. Interest paid on time certificates of deposit in
denominations of $100,000 or more was $276,856, $272,837, and $147,907
for the years ended December 31, 1998, 1997 and 1996, respectively.
The following is a summary of the maturity distribution of certificates
of deposit in denominations of $100,000 or more as of December 31,
1998:
Amount Percent
Three months or less $ 2,353,270 38.5%
Three through six months 984,181 16.1%
Six through twelve months 1,427,902 23.3%
Over twelve months 1,351,105 22.1%
---------------- ---------------
Total $ 6,116,458 100.0%
================ ===============
38
A summary of the maturities of time deposits as of December 31, 1998,
follows:
Year Amount
---- ----------------
1999 $ 22,341,530
2000 6,161,910
2001 568,736
2002 95,313
2003 266,978
----------------
$ 29,434,467
</TABLE>
At December 31, 1998 and 1997, deposits of related parties including
directors, executive officers, and their related interest of First
National Bankshares Corp. and subsidiary were insignificant to total
deposits.
Note 8. Other Borrowings
Short-term borrowings: During 1998 and 1997, the Company's
short-term borrowings consisted of securities sold under agreements to
repurchase (repurchase agreements).
The interest rate paid on these borrowings is tied to the Federal Funds
rate and dependent upon the outstanding deposit balance. Interest is
calculated and credited to the customer's account on a daily
basis. Minimum deposit balance requirements are established on a
case-by-case basis. The repurchase agreements do not have a specified
maturity date as either party reserves the right to terminate the
agreement. The securities underlying these agreements are under the
subsidiary bank's control and secure the total outstanding daily
balances.
The following information is provided relative to these obligations:
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
--------------- ---------------
Outstanding at year end $ 950,734 $ 1,330,396
Weighted average interest rate at December 31 2.97% 3.73%
Maximum amount outstanding at any month end $ 2,111,650 $ 3,397,637
Average daily amount outstanding $ 1,573,575 $ 1,412,493
Weighted average interest rate 3.76% 3.99%
</TABLE>
Long-term borrowings: The Company's long-term borrowings of
$5,487,598 and $5,500,000 at December 31, 1998 and 1997, respectively
consisted of two advances from the Federal Home Loan Bank (or "FHLB").
Of these borrowings, a $500,000 advance, with a fixed interest rate of
5.86%, was obtained on December 23, 1997 to fund a commercial loan for
a local business. Monthly payments of $3,542, including principal and
interest, began on January 23, 1998, with a balloon payment due on
December 23, 2002. At December 31, 1998, the outstanding balance
totaled $487,598. A summary of the maturities of this borrowing for the
next five years is as follows: $14,310 in 1999; $15,171 in 2000;
$16,084 in 2001; and $442,033 in 2002.
The remaining $5,000,000 was borrowed from the FHLB during March 1997
to fund various loans. This loan with a fixed rate of 6.68% is a
balloon note that is due and payable on March 24, 2000. The Company is
required to make interest only payments each month with the remaining
balance due at maturity. Both advances are secured by Federal Home Loan
Bank of Pittsburgh stock, qualifying first mortgage loans, certain
non-mortgage loans and all investments not otherwise pledged.
39
Note 9. Income Taxes
The components of applicable income tax expense (benefit) for the years
ended December 31, 1998, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1998 1997 1996
-------------- ------------ -----------
Current:
Federal $ 344,848 $ 370,981 $264,755
State 71,260 72,500 45,451
------------- ----------- ----------
416,108 443,481 310,206
Deferred (Federal and State) (118,984) 33,179 20,020
------------- ----------- ----------
Total $ 297,124 $ 476,660 $330,226
============= =========== ========
A reconciliation between the amount of reported income tax expense and
the amount computed by multiplying the statutory income tax rates by
book pretax income for the years ended December 31, 1998, 1997 and
1996, is as follows:
1998 1997 1996
--------------------------------------------------------------------------------
Amount Percent Amount Percent Amount Percent
Computed tax at applicable
statutory rate $ 347,231 34.0 $431,284 34.0 $ 362,526 34.0
Increase (decrease) in taxes
resulting from:
Tax-exempt interest (77,173) (7.6) (69,984) (5.5) (72,038) (6.8)
State income taxes, net
of Federal income
tax benefit 47,031 4.6 48,933 3.9 29,998 2.8
Disallowed interest 9,257 0.9 9,469 0.7 9,116 0.8
Other, net (29,222) (2.9) 56,958 4.5 624 0.2
----------- ------- ---------- ------- ------------- ------
Applicable income
taxes $ 297,124 29.0 $ 476,660 37.6 $ 330,226 31.0
=========== ======= ========== ======= ============ ======
</TABLE>
Deferred income taxes reflect the impact of "temporary differences"
between amounts of assets and liabilities for financial reporting
purposes and such amounts as measured for tax purposes.
Deferred tax assets and liabilities represent the future tax return
consequences of temporary differences, which will either be taxable or
deductible when the related assets and liabilities are recovered or
settled.
The tax effects of temporary differences which give rise to the
Company's deferred tax assets and liabilities as of December 31, 1998
and 1997, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
------------ ------------
Deferred tax assets:
Allowance for loan losses $ 192,440 $ 108,086
Employee benefits 164,245 158,383
Contingency accruals 15,308 -
Net unrealized loss on securities 4,204 -
------------ ---------------
376,197 266,469
Deferred tax liabilities:
Depreciation 32,213 29,038
Accretion on securities 8,708 21,479
Deferred gain on involuntary conversion - 3,864
Net unrealized gain on securities - 272
--------------- -------------
40,921 54,653
Net deferred tax assets $ 335,276 $ 211,816
=========== ===========
</TABLE>
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Employee Benefits
401(k) Plan: The subsidiary bank sponsors a 401(k) defined
contribution plan covering
substantially all employees. Participants are eligible to
contribute up to 10% of their annual compensation to the Plan. For
the years ended December 31, 1997 and 1996, the Bank matched
participant contributions in an equal amount up to 3.5% of each
participant's annual compensation. Beginning January 1, 1998, the
Bank matches up to 5% of each participants annual compensation. In
addition, the Bank is also eligible to make discretionary
contributions to the Plan.
Profit-Sharing Plan: The subsidiary bank sponsored a
noncontributory defined contribution
profit-sharing plan covering substantially all employees through
October 1, 1997. Effective October 1, 1997, the profit sharing
plan was terminated. Contributions to the Plan, prior to October
1, 1997, were at the discretion of the Board of Directors.
The Bank's contributions to the above Plans for the years ended
December 31, 1998, 1997 and
1996, totaled $49,435, $47,014 and $105,922, respectively.
Postretirement Benefit Plans: The subsidiary bank sponsors a
postretirement medical plan and
a postretirement life insurance plan for all retired employees
that meet certain eligibility requirements. Both plans are
contributory with retiree contributions that are adjustable based
on various factors, some of which are discretionary. The plans are
unfunded.
During 1998 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 132 which changed the
presentation of the required footnote disclosures for the years
ending December 31, 1998, 1997 and 1996. Details regarding the
retiree medical plan and the retiree life insurance plan are as
follows:
<TABLE>
<CAPTION>
Retiree Retiree
Medical Plan Life Insurance Plan Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 1997 1996 1998 1997 1996 1998 1997 1996
------------------------ ---------------------------------------------------------------------
Change in accumulated
postretirement benefit
obligation
Accumulated postretirement
benefit obligation at
beginning of year $305,375 $248,486 $ 243,087 $ 110,927 $ 97,723 $ 92,837 $ 416,302 $ 346,209 $ 335,924
Service cost 6,155 6,627 5,742 2,443 2,619 2,274 8,598 9,246 8,016
Interest cost 20,175 16,847 16,454 7,334 6,493 6,151 27,509 23,340 22,605
Change in discount rate 8,069 - - 2,931 - - 11,000 - -
Change in insurance provider 36,500 - - - - - 36,500 - -
Actuarial (gain)/loss 67,074 44,430 (6,963) (11,691) 8,589 1,449 55,383 53,019 (5,514)
Benefits paid (18,932) (11,015) (9,834) (5,756) (4,497) (4,988) (24,688) (15,512) (14,822)
--------------------------------- ------------------------------------ ---------------------------
Accumulated postretirement
benefit obligation at end
of year $ 424,416 $ 305,375 $ 248,486 $ 106,188 $110,927 $ 97,723 $ 530,604 $ 416,302 $ 346,209
=============================== ==================================================================
</TABLE>
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Retiree Retiree
Medical Plan Life Insurance Plan Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1998 1997 1996 1998 1997 1996 1998 1997 1996
----------------------------------------------------------------------------------------------------
Change in plan assets
Fair value of plan assets at
beginning of year $ - $ - $ - $ - $ - $ - $ - $ - $ -
Employer contribution 18,932 11,015 9,834 5,756 4,497 4,988 24,688 15,512 14,822
Benefits paid (18,932) (11,015) (9,834) (5,756) (4,497) (4,988) (24,688) (15,512) (14,822)
-------------------------------------------------------------------------------------
Fair value of plan assets at
end of year $ - $ - $ - $ - $ - $ - $ - $ - $ -
===================================================================================================
Funded status $(424,416)$(305,375)$(248,486) $(106,188) $(110,927) $ (97,723) $(530,604) $(416,302) $ (346,209)
Unrecognized net actuarial
(gain)/loss 112,262 619 (45,225) (425) 8,335 (254) 111,837 8,954 (45,479)
---------------------------------- -------------------------------------- -------------------
Accrued postretirement
benefit cost $(312,154) $(304,756)$(293,711) $(106,613) $(102,592) $ (97,977 $(418,767) $(407,348) $(391,688)
===================================================================================================
Weighted-average
assumptions as of
December 31
Discount rate 6.75% 7.00% 7.00% 6.75% 7.00% 7.00% - - -
Components of net periodic
postretirement benefit
cost:
Service cost $ 6,155 $ 6,627 $ 5,742 $ 2,443 $ 2,619 $ 2,274 $ 8,598 $ 9,246 $ 8,016
Interest cost 20,175 16,847 16,454 7,334 6,493 6,151 27,509 23,340 22,605
Amortization of net actuarial
(gain)/loss - (1,414) (1,041) - - - - (1,414) (1,041)
--------------------------------------- -----------------------------------------------------
Net periodic postretirement
benefit $ 26,330 $ 22,060 $ 21,155 $ 9,777 $ 9,112 $ 8,425 $ 36,107 $ 31,172 $ 29,580
=============================================================================================
</TABLE>
For measurement purposes, a 7% annual rate of increase in per capita healthcare
costs of covered benefits was assumed for the first 3 years, 6% for the next 5
years, 5 1/2% for the next 5 years, and 5% thereafter.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
<S> <C> <C>
1 Percentage 1 Percentage
Point Increase Point Decrease
Effect on total of service and interest cost
components $ 910 $ (806)
==============================================
Effect on accumulated postretirement
benefit obligation $ 25,478 $ (22,383)
===============================================
</TABLE>
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Stock Option Plan
In April 1996, the shareholders approved an incentive stock option
plan for key employees of the Bank as identified by the stock
option committee. Grants under the plan are accounted for
following APB Opinion No. 25 and related interpretations.
Accordingly, no compensation cost has been recognized for grants
under the plan. Had compensation cost for the stock-based
compensation plan been determined based on the grant date fair
values of awards (the method described in FASB Statement 123), the
reported net income and earnings per share would have been reduced
to the proforma amounts shown below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1998 1997 1996
------------ --------------- ---------------
Net income:
As reported $ 724,144 $ 791,822 $ 736,027
Proforma $ 712,983 $ 768,391 $ 726,544
Basic earnings per share:
As reported $ 3.76 $ 4.11 $ 3.82
Proforma $ 3.70 $ 4.00 $ 3.77
Diluted earnings per share:
As reported $ 3.76 $ 4.11 $ 3.82
Proforma $ 3.68 $ 4.00 $ 3.77
</TABLE>
The significant provisions of the Plan include authorization of
the stock option committee to grant up to 9,625 shares of common
stock between April 25, 1996 and April 25, 2006, with the right to
adjust the number of shares available for the plan at its
discretion. On December 9, 1997 and October 31, 1996, 1,656 and
3,200 shares, respectively, were granted to certain key employees
and must be exercised within 5 years. Each option fully vests
after six months from the grant date.
There were no options granted in 1998.
The fair value of each grant is estimated at the grant date using
the minimum value method with the following weighted-average
assumptions for grants in 1997: dividend rate of 2%; risk free
interest rate of 5.37% and 6.25%, respectively and expected life
of 5 years.
A summary of the status of the plan at December 31, 1998 and 1997,
and changes during the year ended is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1998 1997
-------------------------------------------------------------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
Fixed Options
Outstanding at beginning of year 4,656 $ 52.13 3,200 $ 50.00
Granted - - 1,656 56.00
Exercised (403) 52.28 - -
Forfeited (650) 51.85 (200) 50.00
-------- ---------
Outstanding at end of year 3,603 52.17 4,656 52.13
========= =========
Exercisable at end of year 3,603 52.17 3,000 50.00
Fair value per option of options
granted during the year $ - $8.09
=========== ========
</TABLE>
At December 31, 1998, the options outstanding under the stock
option plan have exercise prices ranging from $50 to $56 and a
weighted average remaining contractual life of 3.23 years.
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12. Lease Obligation
The subsidiary bank opened a new branch in
Charleston, West Virginia during 1996. The bank leases the office
space under an operating lease with an initial term of ten years
commencing on May 1, 1996. The lease provides for two successive
options for five year renewals. Total lease payments of $101,970
were charged to expense for each of the years ended December 31,
1998 and 1997, respectively. Total future minimum lease payments
under the lease are as follows:
Year Ending
December 31, Amount
-------- --- ------------
1999 $ 101,970
2000 101,970
2001 101,970
2002 101,970
Thereafter 353,230
$ 761,110
Prior to 1997 and during January of 1997, the
subsidiary bank leased its branch facility in Lewisburg, West
Virginia under an operating lease. Total lease payments of $7,537
were charged to expense for the year ended December 31, 1997 and
lease payments of $90,446 was charged to expense for the year
ended December 31, 1996. The lessor of the branch facility was an
entity owned by two directors of the Company and subsidiary bank.
This lease was terminated effective January 31, 1997, when the
subsidiary bank completed construction of its new branch facility
in Greenbrier County.
Note 13. Commitments and Contingencies
Reserve Requirements: The subsidiary bank is required to maintain
a reserve balance with the Federal Reserve Bank. At December 31,
1998, the reserve balance was $480,000. The subsidiary bank does
not earn interest on this balance.
Year 2000 Compliant: A team was assembled to study,
test and remedy Year 2000 issues
-------------------
(Issue) because the Bank, as well as some of its
suppliers, customers and service providers are heavily dependent
on computers in the conduct of business activities. As a result, a
remediation plan was developed. The costs associated with this
issue are anticipated to total $40,000, of which $33,000 was
expensed or capitalized, as appropriate, during 1998. To complete
the execution of the plan, additional testing is scheduled for the
first half of 1999. Based on the actions taken to resolve the
Bank's Year 2000 issue, management believes it will be Year
2000 compliant to meet the needs of its customers, however, there
may be unforeseen external or internal issues which could impact
the Bank's status.
Financial instruments with off-balance sheet risk: The subsidiary
bank is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs
of its customers. These financial instruments include commitments
to extend credit and standby letters of credit. Those instruments
involve, to varying degrees, elements of credit and interest rate
risk in excess of the amount recognized in the consolidated
balance sheets. The contract amounts of those instruments reflect
the extent of involvement the Bank has in particular classes of
financial instruments.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 1998 and 1997, the subsidiary bank's
financial instruments with off-balance sheet risk are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Financial instruments whose contract Contract Amount
amounts represent credit risk 1998 1997
------------------------------------------ -------------------------------------
Commitments to extend credit $ 11,508,148 $ 10,897,800
================ ================
</TABLE>
The subsidiary bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit is represented by the contractual
amount of those instruments. The subsidiary bank uses the same
credit policies in making commitments and conditional obligations
as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Bank
management evaluates each customer's credit worthiness on a
case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on
management's credit evaluation. Collateral held varies but may
include accounts receivable, inventory, equipment or real estate.
Litigation: The Company is involved in various legal actions
arising in the ordinary course of business. In the opinion of
counsel, the outcome of these matters will not have a significant
adverse effect on the consolidated financial statements.
Employment Agreement: The Company has an employment agreement with
its chief executive officer. This agreement contains change in
control provisions that would entitle the officer to receive,
under certain circumstances, twice his annual compensation in the
event there is a change in control in the Company (as defined) and
a termination of his employment. The maximum contingent liability
under this agreement approximates $346,000 at December 31, 1998.
Note 14. Regulatory Restrictions on Capital and Dividends
The primary source of funds for the dividends paid by First
National Bankshares Corporation is dividends received from its
subsidiary bank. Dividends paid by the subsidiary bank are subject
to restrictions by banking regulations. The most restrictive
provision requires approval by the regulatory agency if dividends
declared in any year exceed the year's net income, as defined,
plus the net retained profits of the two preceding years. During
1999, the net retained profits available for distribution to First
National Bankshares Corporation as dividends without regulatory
approval approximate $892,000 plus net retained profits, as
defined, for the interim periods through the date of declaration.
The subsidiary bank is subject to various regulatory capital
requirements administered by the Federal banking agencies. Under
capital adequacy guidelines and the regulatory framework for
prompt corrective action, the subsidiary bank must meet specific
capital guidelines that involve quantitative measures of the
subsidiary bank's assets, liabilities and certain
off-balance sheet items as calculated under regulatory accounting
practices. The subsidiary bank's capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the subsidiary bank to maintain minimum amounts
and ratios (set forth in the table below) of total and Tier I
capital (as defined in the regulations) to risk-weighted assets
(as defined), and of Tier capital (as defined) to average assets
(as defined). Management believes, as of December 31, 1998, that
the subsidiary bank meets all capital adequacy requirements to
which it is subject.
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The most recent notification from the Office of the Comptroller of
the Currency categorized the subsidiary bank as well capitalized
under the regulatory framework for prompt corrective action. To be
categorized as well capitalized the subsidiary bank must maintain
minimum total risk-based, Tier I risk-based, and Tier I leverage
ratios as set forth in the table below. There are no conditions or
events since that notification that management believes have
changed the institution's category.
The subsidiary bank's actual capital amounts and ratios are
presented in the following table (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
As of December
31, 1998:
Total Capital $ 10,493 15.77% $ 5,323 8.0% $ 6,654 10.0%
(to Risk Weighted
Assets)
Tier I Capital 9,728 14.62% 2,662 4.0% 3,992 6.0%
(to Risk Weighted
Assets)
Tier I Capital 9,728 9.94% 2,936 3.0% 4,893 5.0%
(to Average Assets)
As of December
31, 1997:
Total Capital $ 9,955 14.98% $ 5,317 8.0% $ 6,646 10.0%
(to Risk Weighted
Assets)
Tier I Capital 9,320 14.02% 2,659 4.0% 3,989 6.0%
(to Risk Weighted
Assets)
Tier I Capital 9,320 9.60% 2,913 3.0% 4,854 5.0%
(to Average Assets)
</TABLE>
Note 15. Fair Value of Financial Instruments
The following summarizes the methods and significant assumptions
used by the Company in estimating its fair value disclosures for
financial instruments.
Cash and due from banks: The carrying values of cash and due
from banks approximate their estimated fair value.
Federal funds sold: The carrying values of Federal funds sold
approximate their estimated fair values.
Securities: Estimated fair values of securities are based on
quoted market prices, where available. If quoted market prices
are not available, estimated fair values are based on quoted
market prices of comparable securities.
Loans: The estimated fair values for loans are computed based on
scheduled future cash flows
of principal and interest, discounted at interest rates currently
offered for loans with similar terms to borrowers of similar
credit quality. No prepayments of principal are assumed.
46
Accrued interest receivable: The carrying values of accrued
interest receivable approximate their estimated fair value.
Deposits: The estimated fair values of demand deposits (i.e. non
interest bearing checking,
NOW, money market and savings accounts) and other variable rate
deposits approximate their carrying values. Fair values of fixed
maturity deposits are estimated using a discounted cash flow
methodology at rates currently offered for deposits with similar
remaining maturities. Any intangible value of long-term
relationships with depositors is not considered in estimating the
fair values disclosed.
Short-term borrowings: The carrying values of short-term
borrowings approximate their estimated fair values.
Accrued interest payable: The carrying values of accrued interest
payable approximate their estimated fair value.
Off-balance sheet instruments: The fair values of commitments to
extend credit are estimated
using the fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and the
present credit standing of the counterparties. The amounts of fees
currently charged on commitments are deemed insignificant, and
therefore, the estimated fair values and carrying values are not
shown below.
The carrying values and estimated fair values of the Company's
financial instruments are
summarized below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
December 31, 1998 December 31, 1997
--------------------------------- ----------------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
Financial assets:
Cash and due from banks $ 2,336,519 $ 2,742,219 $ 2,742,219 $ 2,742,219
Federal funds sold 5,679,000 5,679,000 3,159,000 3,159,000
Securities held to maturity 8,739,119 8,804,710 12,321,508 12,404,834
Securities available for sale 9,126,633 9,126,633 4,989,413 4,989,413
Loans 68,671,231 69,020,644 69,108,134 69,074,868
Accrued interest receivable 602,291 602,291 660,107 660,107
---------------- ---------------- ---------------- -----------------
$ 95,154,793 $ 95,975,497 $ 92,980,381 $ 93,030,441
================ =============== ================ ================
Financial liabilities:
Deposits $ 81,246,431 $ 81,324,234 $ 78,335,748 $ 78,408,972
Short-term borrowings 950,734 950,734 1,330,396 1,330,396
Accrued interest payable 200,046 200,044 193,553 193,553
Long-term borrowings 5,487,598 5,487,598 5,500,000 5,500,000
---------------- --------------- ---------------- ----------------
$ 87,884,809 $ 87,962,610 $ 85,359,697 $ 85,432,921
================ =============== ================ ================
</TABLE>
Note 16. Condensed Financial Statements of Parent Company
The investment of the Corporation in its wholly-owned subsidiary is presented
on the equity method of accounting. Information relative to the Corporation's
balance sheets at December 31, 1998 and 1997, and the related
statements of income and cash flows for the years ended December
31, 1998, 1997 and 1996, are presented as follows:
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
Balance Sheets
Assets 1998 1997
------ -------------------------------
Cash $ 25,105 $ 4,114
Investment in bank subsidiary, eliminated in consolidation 9,720,814 9,319,676
Other assets 85,916 78,009
-----------------------------
Total assets $ 9,831,835 $ 9,401,799
============= ==============
Liabilities and shareholders' equity
Liabilities
Dividends payable $ 84,877 $ 77,000
-----------------------------
Shareholders' equity
Common stock, $5.00 par value, authorized
500,000 shares, issued 192,903 and
192,500 shares, respectively 964,515 962,500
Capital surplus 1,019,053 1,000,000
Retained earnings (consisting of undivided profits of
subsidiary not yet distributed) 7,769,966 7,361,859
Accumulated other comprehensive income (6,576) 440
--------------- ----------------
Total shareholders' equity 9,746,958 9,324,799
------------- --------------
Total liabilities and shareholders' equity $ 9,831,835 $ 9,401,799
============= ==============
Statements of Income 1998 1997 1996
-------------------- ------------- -------------------------------
Income - dividends from bank subsidiary $ 316,037 $ 308,000 $ 267,575
Expenses - operating 77 49 670
--------------- ---------------------------------
Income before income taxes and undistributed
income 315,960 307,951 266,905
Applicable income tax expense (benefit) (30) (19) (256)
--------------- ----------------- ----------------
Income before undistributed income 315,990 307,970 267,161
Equity in undistributed income in bank subsidiary 408,154 483,852 468,866
------------ ------------- --------------
Net income $ 724,144 $ 791,822 $ 736,027
============ ============= ==============
Statements of Cash Flows 1998 1997 1996
------------------------ ---------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 724,144 $ 791,822 $ 736,027
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed net income of
subsidiary (408,154) (483,852) (468,866)
(Increase) decrease in other assets (7,907) (19) (19,506)
------------- ---------------- -------------
Net cash provided by operating activities 308,083 307,951 247,655
------------ ------------- -------------
(Continued)
48
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock pursuant
to exercise of stock option 21,068 - -
Dividends paid to shareholders (308,160) (308,000) (248,325)
------------ ------------- -------------
Net cash (used in) financing activities (287,092) (308,000) (248,325)
------------ ------------- -------------
Increase (decrease) in cash 20,991 (49) (670)
Cash:
Beginning 4,114 4,163 4,833
------------- ------------------------------
Ending $ 25,105 $ 4,114$ 4,163
============ ==============================
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Dividends declared and unpaid $ 84,877 $ 77,000 $ 77,000
============ ============== ==============
First National Bankshares Corporation accounts for
its investment in its bank subsidiary by the equity method. During
the years ended December 31, 1998, 1997 and 1996, changes were as
follows:
Number of shares owned at December 31, 1998 - 38,500 Percent
to total shares at December 31, 1998 - 100%
Balance at December 31, 1995 $ 8,409,837
Add (deduct):
Equity in net income 736,441
Dividends declared (267,575)
Change in net unrealized gain (loss) on securities (43,244)
-----------------
Balance at December 31, 1996 8,835,459
Add (deduct):
Equity in net income 791,852
Dividends declared (308,000)
Change in net unrealized gain (loss) on securities 365
-------------------
Balance at December 31, 1997 9,319,676
Add (deduct):
Equity in net income 724,191
Dividends declared (316,037)
Change in net unrealized gain (loss) on securities (7,016)
------------------
$9,720,814
</TABLE>
Note 17. Other Real Estate Acquired in Settlement of Loans
Subsequent to year end the Company entered into an
agreement to lease the commercial property it held in other real
estate at December 31, 1998.
The terms of the lease call for the lessee to make monthly
payments for three years as follows:
Months 1 - 3 $ -
Months 4 - 6 2,500
Months 7 - 36 3,500
The lessee has an option to purchase the
property at any time during the lease term at a price equal to the
book value of the property at December 31, 1998, $875,000, reduced
by the amount of lease payments made under the lease agreement, up
to a maximum of $100,000.
49
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
50
<PAGE>
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The Board of Directors of the Company may consist of not less than five (5) nor
more than twenty-five (25) shareholders in accordance with the Company's
Articles of Incorporation. The number of directors within such minimum and
maximum limits shall be determined from time to time by resolution of a majority
of the full Board of Directors, subject to limitations outlined in the Company's
By-laws. Currently the Board of Directors may not increase the number of
directors to a number which exceeds by more than two the number of directors
last elected by the shareholders. The number of directors may also be fixed by a
resolution of the shareholders at any annual or special meeting. No shareholder
may be elected as director after attaining the age seventy (70), unless the
shareholder was also a member of the Board of Directors on May 5, 1987.
Due to the death of Director Mr. S. Elwood Bare, during May, 1998, the number of
directors fixed by the Board of Directors was reduced from 11 to 10. Additional
information about the directors, including their principal occupation and age,
is set forth in the following table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Name, Positions and Year First Year
Offices Held (Other Became a Term
Than Director) Principal Occupation Director of
With the Company or Employment for of the Office
and the Bank the Past Five Years Age Company Expires
- -------------------------------------------------------------------------------------------------------------------
S. Elwood Bare SEE NOTE BELOW
L. Thomas Bulla President & CEO of 59 1993 2001
President & CEO of the First National Bankshares
Company and the Bank, Corp. and First National
Risk Management Cmt., Bank (1993 - present);
Trust Cmt. Director, President & CEO
of Bank One, West Virginia,
Charleston, NA (1985-1993)
David A. Carson President - Carson Associates 47 1998 2000
Risk Management Cmt.
Audit & Compliance Cmt.
J. R. Dawkins Cattle Dealer; Farm 81 1986 2000
Audit & Compliance Cmt.Operator
Richard E. Ford Attorney at Law 71 1987 1999
Risk Management Cmt. Partner - The Ford
Trust Cmt. Law Firm
Incentive Stock Option Cmt.
Personnel & Comp. Cmt.
Walter Bennett Fuller Retired Banker 75 1986 2000
Vice Chairman of the Board,
Audit & Compliance Cmt.
Incentive Stock Option Cmt.
- -------------------------------------------------------------------------------------------------------------------
(Table continued on next page)
51
<PAGE>
- -------------------------------------------------------------------------------------------------------------------
Name, Positions and Year First Year
Offices Held (Other Became a Term
Than Director) Principal Occupation Director of
With the Company or Employment for of the Office
and the Bank the Past Five Years Age Company Expires
- -------------------------------------------------------------------------------------------------------------------
William D. Goodwin Attorney at Law, 55 1986 2001
Risk Management Cmt. Owner/Broker, Coldwell
Trust Cmt. Banker Stuart & Watts Real
Personnel & Compensation Estate, Inc.
Cmt.
Lucie T. Refsland, Ed.D. Associate Professor of 62 1995 2001
Risk Management Cmt. Mathematics (1993 - present)
Trust Cmt. Greenbrier Community College
Center of Bluefield State College
William R. Satterfield, Jr. Owner - Greenbrier 54 1986 2001
Risk Management Cmt. Insurance Agency
Personnel & Compensation Cmt.
Richard L. Skaggs Retired 76 1986 2000
Audit & Compliance Cmt.
Incentive Stock Option Cmt.
Ronald B. Snyder President, R.B.S., Inc. 59 1988 1999
Chairman of Board (construction company)
Audit & Compliance Cmt.
Risk Management Cmt.
Incentive Stock Option Cmt.
Personnel & Compensation Cmt.
</TABLE>
NOTE: During 1998, Director S. Elwood Bare died after a long illness.
Mr. Bare's term of office was to expire in 1999 and no person was appointed
in the interim to fill the vacancy. No discussions as to a replacement for Mr.
Bare have been held. Subsequently, Mr. Ronald B. Synder was appointed Chairman
of the Board.
- --------------------------------------------------------------------------------
The directors of the Company are divided into three (3) classes; and as a
result, the shareholders elect approximately one-third of the directors of the
Company each year. Directors Ford and Snyder whose terms expire in 1999, have
been nominated to stand for re-election at the 1999 annual meeting of the
Company's stockholders to serve a 3 year term which will expire in 2002.
52
<PAGE>
Executive Officers
The current executive officers of the Company and the Bank and information about
these officers is set forth on the following table.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Name Age Offices Held During Last Five Years
- -------------------------------------------------------------------------------------------------------------------
L. Thomas Bulla 59 President & CEO of the Company and the Bank (1993 to present);
President and CEO of Bank One, West Virginia, Charleston, NA
(1985 - 1993)
Charles A. Henthorn 39 Executive Vice President of the Company and the Bank (1996 to
present); Secretary to the Board of Directors (1998 to present);
Senior Vice President of the Bank (1994 to 1996); Vice President
and Senior Commercial Lender of Bank One, West Virginia,
Charleston, NA (1991 - 1994); National Bank Examiner with the
Office of the Comptroller of the Currency (1983 - 1991)
Darrell G. Echols 62 Vice President of the Company (1987 to present); Senior Vice
President and Loan Officer of the Bank (1970 to present)
- --------------------------------------------------------------------------------
</TABLE>
The executive officers of the Company listed above shall continue in office
until the 1999 organizational meeting of the directors of the Company. It is
expected that the current officers will be re-elected to the offices they now
hold.
Compliance with Section 16(a) of the Exchange Act
The Company files this Form 10-K Annual Report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"). Since the Company does not
have any class of securities registered pursuant to Section 12 of the Exchange
Act, the provisions of Section 16 thereof are not applicable to the Company's
directors, officers and shareholders.
53
<PAGE>
ITEM 11 - EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation paid to the
chief executive officer, the only executive officer whose compensation exceeds
$100,000, for the years 1998, 1997 and 1996:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stock All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (1) ($) (2)
- -------------------------------------------------------------------------------------------------------------------
L. Thomas Bulla 1998 $150,000 $20,250 $ - $19,964
President & CEO of the
Company and the Bank 1997 $150,000 $20,000 $3,236 $22,767
1996 $150,000 $25,000 $5,690 $28,100
</TABLE>
FOOTNOTES:
(1)1998 - No stock options were granted.
1997 - The amount shown under the "Stock Options" column represents stock
options for 400 shares, or 24.2% of the 1,656 total options awarded in 1997.
The term of the options is for a period of five years, expiring on December
9, 2002. The options granted during 1997 became exercisable on June 9, 1998
and have an exercise price of $56.00 per share.
1996 - The amount shown under the "Stock Options" column represents stock
options for 640 shares, or 20.0% of the 3,200 total options awarded in 1996.
The term of the options is for a period of five years, expiring on October
31, 2001. The options granted during 1997 became exercisable on April 4, 1997
and have an exercise price of $50.00 per share.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of
Securities
Underlying Value of
Options Options
at FY-End at FY-End
Name and Shares Value Exercisable/ Exercisable/
Principal Position Year Acquired Realized Unexercisable Unexercisable
L. Thomas Bulla 1998 0 $0 0 / 0 $ 0 / $0
President & CEO of the 1997 400 $0 400 / 0 $3,236 / $0
Company and the Bank 1996 640 $0 640 / 0 $5,690 / $0
</TABLE>
(2) The amount shown under the "All Other Compensation" column above for
1998 is the total of the following: (I) directors fees of $7,550,
(ii) the amount of premiums paid by the Bank for term life insurance
for Mr. Bulla's benefit of $904, (iii) 401-K Plan contribution of
$8,655, (iv) personal use of company-owned vehicle of $2,855.
- --------------------------------------------------------------------------------
The Company has an employment agreement with its chief executive officer. This
agreement contains change in control provisions that would entitle the officer
to receive, under certain circumstances, twice his annual compensation in the
event there is a change in control in the Company (as defined therein) resulting
in termination of his employment or voluntary resignation. The maximum
contingent liability under this agreement approximated $346,000 at December 31,
1998.
The Directors of the Company do not receive any fees or compensation for
services as directors thereof. All of the directors of the Company, however, are
also directors of the Bank; and, as such, receive $200.00 for each Board, and
$50.00 for each Board Committee meeting attended, plus $200.00 per month. No
Board Committee fees are paid to directors who are also salaried officers of the
Bank.
The Company's bonus plan is discretionary and is based upon several factors,
including the overall financial performance of the Company and individual
performance factors, among others. The bonus plan is directed by the
Compensation Committee of the Board of Directors and currently covers those
classified a Executive Officers of the Company and its subsidiary bank.
54
<PAGE>
At the regularly scheduled 1996 stockholders' meeting, the shareholders voted to
approve an incentive stock option plan. The purpose of the plan is to provide a
method whereby key employees of the Company and its subsidiaries who are
responsible for the management, growth, and protection of the business, and who
are making substantial contributions to the success and profitability of the
business, may be encouraged to acquire a stock ownership in the Company, thus
creating a proprietary interest in the business and providing them with greater
incentive to continue in the service of and to promote the interest of the
Company and its stockholders. Accordingly, the Company will from time to time
during the effective period of the plan, grant to the employees selected in the
manner provided in the plan, options to purchase shares of the common stock of
the Company subject to certain conditions specified in the plan. The maximum
number of shares eligible under this plan is 5.0% of the current outstanding
common shares, or 9,625 shares of the Company's common stock. The total amount
of shares granted under this plan during 1996 was 3,200 shares, or 1.66% of the
current outstanding common shares, with 2,300 shares fully-vested and available
for exercise at December 31, 998. No single person received more than 640
shares, or 0.33% of the current outstanding shares. The total amount of shares
granted under this plan during 1997 was1,656 shares, or 0.86% of the current
outstanding common shares, with 1,303 shares fully-vested and available for
exercise at December 31, 1998. During 1997 no single person received more than
400 shares, or 0.21% of the current outstanding shares. No shares were granted
under the plan in 1998.
For more information regarding the stock option plan, please refer to Note 11 of
the Consolidated Financial Statements included in Item 8 of this filing.
Information related to the Company's 401(k) and profit-sharing plans is
summarized in Note 10 of the Consolidated Financial Statements included in Item
8 of this filing.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are no shareholders, known to the Company, who beneficially own more than
5.0% of the Company's common stock, the only class of stock outstanding, as of
December 31, 1998.
The following table sets forth information as of December 31, 1998, regarding
the amount and nature of the beneficial ownership of common stock of the Company
held by each of the directors of the Company and by all of the directors and
executive officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Shares Owned Percent of
Name Beneficially Class
- -------------------------------------------------------------------------------------------------------------------
L. Thomas Bulla 7,460 (1) 3.85%
David A. Carson 569 (2) 0.29%
John R. Dawkins 4,665 (3) 2.41%
Richard E. Ford 4,072 (4) 2.01%
Walter Bennett Fuller 2,000 (5) 1.03%
William D. Goodwin 1,595 (6) 0.82%
Lucie T. Refsland, Ed.D. 413 (7) 0.21%
William R. Satterfield, Jr. 1,475 (8) 0.76%
Richard L. Skaggs 525 (9) 0.27%
Ronald B. Snyder 3,747 (10) 1.93%
All Directors and Executive
Officers of the Company &
Bank as a Group (17 persons) 31,947 16.22%
- -------------------------------------------------------------------------------------------------------------------
FOOTNOTES
(1) Mr. Bulla has sole voting and investment authority for 3,870 shares and
shared voting and investment authority for 2,550 shares. In addition, Mr.
Bulla has 1,404 fully-vested stock options.
(2) Mr. Carson has sole voting and investment authority for 569 shares. (3) Mr.
Dawkins has sole voting and investment authority for 4,665 shares.
(4) Mr. Ford has sole voting and investment authority for 1,612 shares and shared voting and investment authority
for 2,460 shares.
(5) Mr. Fuller has sole voting and investment authority for 1,900 shares and shared voting and investment authority
for 100 shares.
(6) Mr. Goodwin has sole voting and investment authority for 920 shares and shared voting and investment
authority for 650 shares.
55
<PAGE>
(7) Ms. Refsland has sole voting and investment authority for 403 shares and shared voting and investment
authority for 10 shares.
(8) Mr. Satterfield has sole voting and investment authority for 1,075 shares and shared voting and investment
authority for 400 shares.
(9) Mr. Skaggs has sole voting and investment authority for 200 shares and shared voting and investment
authority for 325 shares.
(10) Mr. Snyder has sole voting and investment authority for 325 shares and shared voting and investment authority
for 3,422 shares.
</TABLE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business the Company's subsidiary, the Bank, as in the
past, has had banking transactions with the directors and executive officers of
the Company and the Bank, members of their immediate families, corporations and
other entities in which such directors and officers were executive officers or
had, directly or indirectly, beneficial ownership of 10% or more in any class of
equity securities, and trusts in which they have a substantial beneficial
interest or for which they serve as a fiduciary. Management of the Company is of
the opinion that any outstanding extensions of credit to such persons were made
in the ordinary course of the business of the Bank on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
in comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. See Note 4
of the Consolidated Financial Statements included in Item 8 of this filing for
additional information related to loans granted to related parties.
The Bank previously leased its branch banking facility on Route 219 North in
Lewisburg, West Virginia, from Company Directors Goodwin and Satterfield. The
lease term began April 1, 1986, and ran for a period of 10 years, expiring in
March of 1996. The annual rental during the initial 10 year term was $90,446. In
January of 1996, Bank Management and the Board of Directors attempted to
renegotiate the lease to reduce the annual cost to the Bank. Negotiations did
not result in a mutually satisfactory agreement, and the Board of Directors
voted not to renew the existing lease, but to commence with the purchase of land
and the construction of a new branch location. The lease was continued on a
month-to-month basis through January, 1997, when construction of the new
Bank-owned branch location was completed. During 1997, the Bank paid the lessors
total rent in the amount of $7,537.
On occasion, certain Directors of the Company who are professionals in the
fields of law and insurance (Directors Ford, Goodwin and Satterfield) have
provided, and are expected to continue to provide, incidental legal and
insurance services on behalf of the Company and/or its subsidiary bank. It is
believed that the payments of these services do not individually, or in the
aggregate, exceed 5% of the respective Directors' total revenue.
56
<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Page(s) in
<S> <C>
Form 10-K
( a ) (1)Financial Statements
The following consolidated financial statements and accountant's
report appear on pages 23 through 45 of this Form 10-K
Report of independent auditors.............................................................................23
Consolidated balance sheets at December 31, 1998 and 1997..................................................24
Consolidated statements of income for the years ended
December 31, 1998, 1997, and 1996.......................................................................25
Consolidated statements of comprehensive income for the
years ended December 31, 1998, 1997and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Consolidated statements of shareholders' equity
for the years ended December 31, 1998, 1997, and 1996...................................................27
Consolidated statements of cash flows for the years ended
December 31, 1998, 1997, and 1996..................................................................28 - 29
Notes to the consolidated financial statements........................................................30 - 50
( a ) (2)Financial Statement Schedules
All other schedules for which provision is made in the applicable
regulations of the Commission have been omitted as the schedules are
not required under the related instructions, or are not applicable,
or the information required thereby is set forth in the financial
statements or the notes thereto
( a ) (3)Exhibits required to be filed by Item 601 of Regulation
S-K and 14( c ) of Form 10-K
See index to exhibits...................................................................................57
( b ) Reports on Form 8-K
No reports on Form 8-K have been filed by the registrant during the
quarter ended December 31, 1998.
( c ) Exhibits
See Item 14(a)(3), above
( d ) Financial Statement Schedules
See Item 14(a)(2), above
</TABLE>
57
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST NATIONAL BANKSHARES CORPORATION
(Registrant)
By: /s/ L. Thomas Bulla 03/23/99
L. Thomas Bulla
President, Chief Executive Officer & Director
(Principal Executive Officer)
/s/ Charles A. Henthorn 03/23/99
Charles A. Henthorn
Executive Vice President and Secretary
To the Board of Directors
/s/ Matthew L. Burns, CPA 03/23/99
Matthew L. Burns, CPA
Chief Financial Officer, First National Bank
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ David A. Carson 03/23/99 /s/ Lucie T. Refsland 03/23/99
David A. Carson, Director Lucie T. Refsland, Director
/s/ John R. Dawkins 03/23/99 /s/ William R. Satterfield Jr. 03/23/99
John R. Dawkins, Director William R. Satterfield, Jr., Director
/s/ Richard E. Ford 03/23/99 /s/ Richard L. Skaggs 03/23/99
Richard E. Ford, Director Richard L. Skaggs, Director
/s/ Bennett Fuller 03/23/99 /s/ Ronald B. Snyder 03/23/99
Bennett Fuller, Director Ronald B. Snyder, Director
/s/ William D. Goodwin 03/23/99
William D. Goodwin, Director
58
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT
The Company has not yet sent an annual report and proxy materials to its
stockholders. Such report and material shall be sent to its stockholders
subsequent to the filing of this Form 10-K, and copies thereof shall be
furnished to the Commission upon request.
59
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE NUMBER(S)
<S> <C>
IN FORM 10-K, OR
EXHIBIT PRIOR FILING
NUMBER DESCRIPTION REFERENCE
(3)I Articles of Incorporation of Registrant...............................................................( a )
(3)ii By-laws of Registrant.................................................................................( a )
(10) Material Contracts
A Agreement dated October 14, 1993, between L. Thomas Bulla
and First National Bank.....................................................................( a )
B Summary of Lease terms for Charleston branch facility............................................( b )
C Form S-8 Registration Statement under the Securities Act of 1933.................................( c )
D Specimen Copy of Incentive Stock Option Plan Agreement...........................................( d )
(11) Calculation of Basic and Diluted Computation of Earnings per Share.......................................61
(21) Subsidiary of Registrant.................................................................................62
(23) Consents of experts and counsel
Consent of Independent Auditors.....................................................................63
(27) Financial Data Schedule.............................................................................63 - 64
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
( a ) Incorporated by reference to exhibits to First National Bankshares
Corporation's Form 10-K Annual Report dated December 31, 1994, and filed
with the Securities and Exchange Commission on or about March 28, 1995.
( b ) Incorporated by reference to exhibits to First National Bankshares
Corporation's Form 10-Q Quarterly Report dated March 31, 1996, filed with
the Securities and Exchange Commission on or about May 3, 1996.
( c ) Incorporated by reference to exhibits to First National Bankshares
Corporation's Form S-8 dated July 31, 1996, filed with the Securities
and Exchange Commission on or about July 31, 1996.
( d ) Incorporated by reference to exhibits to First National Bankshares
Corporation's Form 10-K Annual Report dated December 31, 1996, and filed
with the Securities and Exchange Commission on or about March 29, 1997.
60
<PAGE>
EXHIBIT (11)
BASIC AND DILUTED COMPUTATION OF EARNINGS PER SHARE
- --------------------------------------------------------------------------------
Earnings Per Share
Basic Earnings per Share is calculated based upon the Company's net
income after income taxes, divided by the weighted average number of
shares outstanding during the fiscal period.
Diluted Earnings Per Share is calculated based upon the Company's net
income after income taxes, divided by the weighted average number of
shares outstanding during the period plus the conversion, exercise or
issuance of all potential common stock instruments unless the effect is
to increase the income per common share from continuing operations.
61
<PAGE>
EXHIBIT (21)
SUBSIDIARY OF THE REGISTRANT
- --------------------------------------------------------------------------------
The following is the subsidiary of the registrant. Such subsidiary is
incorporated in the State of West Virginia.
FIRST NATIONAL BANK, a national banking association organized under the laws of
the United States of America.
62
<PAGE>
EXHIBIT (23)
CONSENT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
(ARNETT & FOSTER, P.L.L.C. LETTERHEAD)
CONSENT OF INDEPENDENT AUDITORS
Securities and Exchange Commission
Washington, D.C.
We hereby consent to the inclusion in this Annual Report on Form 10-K of our
report, dated January 22, 1999, on the consolidated financial statements of
First National Bankshares Corporation as of December 31, 1998 and 1997, and for
the related consolidated statements of income, comprehensive income,
shareholders' equity and cash flows for the years ended December 31, 1998, 1997,
and 1996.
ARNETT & FOSTER, P.L.L.C.
Charleston, West Virginia
March 26, 1999
63
- --------------------------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000814178
<NAME> First National Bankshares Corporation
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,337
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 5,679
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,127
<INVESTMENTS-CARRYING> 8,739
<INVESTMENTS-MARKET> 8,805
<LOANS> 68,671
<ALLOWANCE> 766
<TOTAL-ASSETS> 98,353
<DEPOSITS> 81,221
<SHORT-TERM> 951
<LIABILITIES-OTHER> 947
<LONG-TERM> 5,488
0
0
<COMMON> 964
<OTHER-SE> 8,783
<TOTAL-LIABILITIES-AND-EQUITY> 98,353
<INTEREST-LOAN> 6,328
<INTEREST-INVEST> 995
<INTEREST-OTHER> 241
<INTEREST-TOTAL> 7,564
<INTEREST-DEPOSIT> 2,950
<INTEREST-EXPENSE> 3,372
<INTEREST-INCOME-NET> 4,192
<LOAN-LOSSES> 449
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,167
<INCOME-PRETAX> 1,021
<INCOME-PRE-EXTRAORDINARY> 724
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 724
<EPS-PRIMARY> 3.76
<EPS-DILUTED> 3.74
<YIELD-ACTUAL> 4.69
<LOANS-NON> 318
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 636
<CHARGE-OFFS> 364
<RECOVERIES> 45
<ALLOWANCE-CLOSE> 766
<ALLOWANCE-DOMESTIC> 766
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
