FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997 Commission file number: 33-850626
FULTON BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-1598464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Lincoln Way East
McConnellsburg, Pennsylvania 17233
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (717) 485-3144
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 28, 1997
(Common stock, .625 par value) 495,000
Page 1 of 15 pages
FULTON BANCSHARES CORPORATION
INDEX
Page
PART I - FINANCIAL INFORMATION
Condensed consolidated balance sheets - June 30, 1997
and December 31, 1996 3
Condensed consolidated statements of income - three months
ended June 30, 1997 and 1996 4
Condensed consolidated statements of income - six months
ended June 30, 1997 and 1996 5
Condensed consolidated statements of cash flows - six
months ended June 30, 1997 and 1996 6
Notes to condensed consolidated financial statements 7 and 8
Management's discussion and analysis of financial
condition and results of operations 9 - 13
PART II - OTHER INFORMATION 14
Signatures 15
Page 2 of 15 page
PART I - FINANCIAL INFORMATION
FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1997 1996 *
ASSETS (Unaudited)
(000 Omitted)
Cash and due from banks $ 3,981 $ 3,731
Federal funds sold 0 495
Available-for-sale debt securities 27,197 27,752
Federal Reserve, Atlantic Central Bankers Bank,
Federal Home Loan Bank and FNMA/FHLMC Preferred
Stocks, at cost which approximates market 2,546 722
Loans, net of allowance for loan losses 68,706 63,791
Bank building, equipment, furniture &
fixtures, net 2,225 2,149
Other real estate owned 300 337
Accrued interest receivable 721 635
Cash surrender value of life insurance 2,707 2,374
Other assets 347 369
Total assets $ 108,730 $ 102,355
LIABILITIES
Deposits:
Noninterest-bearing deposits $ 9,900 $ 10,000
Interest-bearing deposits:
Savings deposits 29,162 30,104
Time deposits 54,128 51,528
Total deposits 93,190 91,632
Accrued interest payable 376 373
Other borrowed money 4,225 0
Other liabilities 212 201
Total liabilities 98,003 92,206
STOCKHOLDERS' EQUITY
Capital stock, common, par value - $ 0.625;
4,000,000 shares authorized; 495,000
shares issued and outstanding 309 309
Surplus 2,051 2,051
Retained earnings 8,497 8,007
Net unrealized gains/(losses) available-
for-sale securities ( 130) ( 218)
Total stockholders' equity 10,727 10,149
Total liabilities and
stockholders' equity $ 108,730 $ 102,355
* Condensed from audited financial statements
The accompanying notes are an integral part of these condensed
financial statements.
Page 3 of 15 pages
FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Interest & Dividend Income
Interest & fees on loans $ 1,514 $ 1,407
Interest & dividends on investment
securities:
U.S. Government securities 358 415
Obligations of state & political
subdivisions 65 33
Interest on federal funds sold 3 13
Other interest & dividend income 40 0
Total interest & dividend income 1,980 1,868
Interest Expense
Interest on deposits 982 915
Interest on federal funds purchased 2 13
Interest on other borrowed money 45 1
Total interest expense 1,029 929
Net interest income before
provision for loan losses 951 939
Provision for loan losses 5 0
Net interest income after provision
for loan losses 946 939
Other Income
Service charges on deposit accounts 36 30
Other fee income 42 24
Other noninterest income 47 34
Securities gains (losses) 0 ( 2)
Total other income 125 86
Other Expense
Salaries and employee benefits 316 294
Fixed asset expenses (including
depreciation) 111 100
FDIC insurance premiums 3 0
Other noninterest expenses 240 221
Total other expenses 670 615
Net income before income taxes 401 410
Applicable income taxes 85 103
Net income $ 316 $ 307
Weighted average number of shares
outstanding 495,000 495,000
Net income per share $ .64 $ .62
Cash dividends declared per share .16 .15
The accompanying notes are an integral part of these condensed
financial statements.
Page 4 of 15 pages
FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Interest & Dividend Income
Interest & fees on loans $ 2,986 $ 2,795
Interest & dividends on investment
securities:
U.S. Government securities 721 818
Obligations of state & political
subdivisions 125 55
Interest on federal funds sold 9 21
Other interest & dividend income 78 20
Total interest & dividend income 3,919 3,709
Interest Expense
Interest on deposits 1,942 1,858
Interest on federal funds purchased 3 13
Interest on other borrowed money 53 1
Total interest expense 1,998 1,872
Net interest income before
provision for loan losses 1,921 1,837
Provision for loan losses 20 0
Net interest income after provision
for loan losses 1,901 1,837
Other Income
Service charges on deposit accounts 72 59
Other fee income 61 55
Other noninterest income 98 51
Total other income 231 165
Other Expense
Salaries and employee benefits 588 560
Fixed asset expenses (including
depreciation) 222 202
FDIC insurance premiums 6 1
Other noninterest expenses 467 415
Total other expenses 1,283 1,178
Net income before income taxes 849 824
Applicable income taxes 201 217
Net income $ 648 $ 607
Weighted average number of shares
outstanding 495,000 495,000
Net income per share $ 1.31 $ 1.23
Cash dividends declared per share .32 .30
The accompanying notes are an integral part of these condensed
financial statements.
Page 5 of 15 pages
FULTON BANCSHARES, CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1997 and 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Cash flows from operating activities:
Net income $ 648 $ 607
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 91 73
Provision for loan losses 20 0
Other - Net ( 183) ( 315)
Net cash provided by operating activities 576 365
Cash flows from investing activities:
Sale of OREO 47 0
Improvements to OREO ( 8) ( 2)
Purchase of investment securities -
Available-for-sale ( 1,719) ( 7,737)
Purchase FNMA/FHLMC Preferred Stock ( 1,820) ( 150)
Purchase of Federal Home Loan Bank Stock ( 4) ( 72)
Sales of available-for-sale securities 869 5,259
Maturities of available-for-sale securities 1,539 1,827
Net (increase) in loans ( 4,935) ( 2,805)
Purchase of officers/directors life
insurance policies ( 270) ( 1,641)
Purchases of & deposits on bank premises
and equipment - net ( 145) ( 70)
Net cash (used) by investing activities ( 6,446) ( 5,391)
Cash flows from financing activities:
Net increase in deposits 1,558 2,042
Dividends paid ( 158) ( 148)
Net increase in other borrowed money 4,225 2,700
Net cash provided by financing activities 5,625 4,594
Net (decrease) in cash and cash equivalents ( 245) ( 432)
Cash and cash equivalents, beginning balance 4,226 3,456
Cash and cash equivalents, ending balance $ 3,981 $ 3,024
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest $ 1,992 $ 1,860
Income taxes 241 245
Supplemental schedule of noncash investing
and financing activities:
Change in net unrealized (loss) on investments
available for sale (net of deferred taxes) 88 ( 413)
The accompanying notes are an integral part of these condensed
financial statements.
Page 6 of 15 pages
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
Note 1. Basis of Presentation
The financial information presented at and for the six
months ended June 30, 1997 and 1996 is unaudited.
Information presented at December 31, 1996 is condensed from
audited year-end financial statements. However, unaudited
information reflects all adjustments (consisting solely of
normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the
financial position, results of operations and cash flows for
the interim period.
Note 2. Principles of Consolidation
The consolidated financial statements include the accounts
of the corporation and its wholly-owned subsidiaries, Fulton
County National Bank & Trust Company and the Fulton County
Community Development Corporation. All significant
intercompany transactions and accounts have been eliminated.
Note 3. Cash Flows
For purposes of the statements of cash flows, the
corporation has defined cash and cash equivalents as those
amounts included in the balance sheet captions "cash and due
from banks" and "federal funds sold". As permitted by
Statement of Financial Accounting Standards No. 104, the
corporation has elected to present the net increase or
decrease in deposits in banks, loans and time deposits in
the statements of cash flows.
Note 4. Federal Income Taxes
For financial reporting purposes the provision for loan
losses charged to operating expense is based on management's
judgment, whereas for federal income tax purposes, the
amount allowable under present tax law is deducted.
Additionally, certain expenses are charged to operating
expense in the period the liability is incurred for
financial reporting purposes, whereas for federal income tax
purposes, these expenses are deducted when paid. As a
result of these timing differences, deferred income taxes
are provided in the financial statements. Federal income
taxes were computed after reducing pretax accounting income
for nontaxable municipal and loan income.
Page 7 of 15 pages
Note 5. Other Commitments
In the normal course of business, the bank makes various
commitments and incurs certain contingent liabilities which
are not reflected in the accompanying financial statements.
These commitments include various guarantees and commitments
to extend credit and the bank does not anticipate any losses
as a result of these transactions.
Note 6. Earnings Per Share of Common Stock
Earnings per share of common stock were computed based on an
average of 495,000 shares for the quarters ended June 30,
1997 and 1996.
Note 7. Investment Securities
The amortized cost amounts of investment securities and
their approximate fair values at June 30, 1997 were as
follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
Debt securities available for sale:
State & municipal
securities $ 5,249,583 $ 65,924 ($ 11,568) $ 5,303,939
U.S. Government
agencies 7,253,979 1,938 ( 66,380) 7,189,537
Mortgage-backed
securities 14,889,905 22,728 ( 209,739) 14,702,894
$ 27,393,467 $ 90,590 ($ 287,687) $ 27,196,370
There were no securities categorized "Held-to-maturity" or
"Trading" at June 30, 1997.
Page 8 of 15 pages
FULTON BANCSHARES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Net after tax income for the first six months of 1997 was
$ 648,000 compared to $ 607,000 for the same period in 1996,
representing an increase of $ 41,000, or 6.8%. Net income on an
adjusted per share basis for the first six months of 1997 was $ 1.31,
an increase of $ .08 from the $ 1.23 per share realized during the six
months ended June 30, 1996.
RESULTS OF OPERATIONS
Second Quarter 1997 vs. Second Quarter 1996
Interest income for the second quarter of 1997 was $ 1,980,000
compared to $ 1,868,000 as of June 30, 1996, for an increase of
$ 112,000, or 6.0%. The increase was due primarily to a higher
average balance of loans in 1997 compared with the same period in
1996, which typically produce higher yields than investments.
Management expects average rates earned for the rest of 1997 to be
slightly higher than comparable periods of the previous year since
interest rates have generally begun to increase.
Interest expense for the current quarter was $ 1,029,000, an
increase of $ 100,000, or 10.8% over the $ 929,000 for the same period
of the prior year. The increase was due primarily to a higher average
balance of interest-earning time deposits in 1997 compared with the
same period in 1996. Even though average rates have generally begun
to increase, management expects average rates paid for the rest of
1997 to be comparable to or slightly less than those of the previous
year since their strategy is to pay average rates that are lower than
local competition but more closely aligned to the surrounding area.
Net interest income for the second quarter of 1997 totaled
$ 951,000, up $ 12,000 from the second quarter of 1996.
Six Months 1997 vs. Six Months 1996
Interest income for the first six months of 1997 was
$ 3,919,000 compared to $ 3,709,000 as of June 30, 1996, for an
increase of $ 210,000, or 5.7%. This increase was primarily due to a
higher average balance of loans in 1997 compared with the same period
in 1996, which typically produce higher yields than investments.
Management expects average rates earned for the rest of 1997 to be
slightly higher than comparable periods of the previous year since
interest rates have generally begun to increase.
Page 9 of 15
Interest expense for the six months ended June 30, 1997 was
$ 1,998,000, an increase of $ 126,000, or 6.7% over the first six
months of 1996. Increases in time deposits, which pay higher average
rates, have resulted in higher interest expense for the first six
months of 1997 compared to the first six months of 1996. Even though
average rates have generally begun to increase, management expects
average rates paid for the rest of 1997 to be comparable to or
slightly less than comparable periods of the previous year since their
strategy is to pay average rates that are lower than local competition
but more closely aligned to the surrounding area.
Net interest income for the first six months of 1997 was
$ 1,921,000 compared to $ 1,837,000 as of June 30, 1996, an increase
of 4.6%. Liquidity and interest rate risk are continuously monitored
through asset-liability committee reports. Management plans to
protect its net interest margin by competitively pricing loans and
deposits and by structuring interest-earning assets and liabilities in
such a way that they can be repriced in response to changes in market
interest rates.
OTHER INCOME
Second Quarter 1997 vs. Second Quarter 1996
Noninterest income rose from $ 86,000 in 1996 to $ 125,000 in
1997. Service charges on deposit accounts increased $ 6,000 over the
same period in 1996. Other fee income increased $ 16,000 primarily
because of an increase in fiduciary fees. Earnings on cash surrender
value of directors/officers life insurance policies of $ 38,000 were
reported during the second quarter of 1997, compared with $ 33,000 in
the prior year's period. Management anticipates further increases in
noninterest income because of additional earnings on cash surrender
value of life insurance policies. Gains on sales of other real estate
owned are also expected to be reported during 1997.
Six Months 1997 vs. Six Months 1996
Noninterest income for the first six months of 1997 and the
same period in 1996 were $ 231,000 and $ 165,000, respectively.
Service charges on deposit accounts were up $ 13,000. Earnings on
cash surrender value of directors/officers life insurance policies of
$ 74,000 were reported for the first six months of 1997 compared with
$ 49,000 for the first six months of 1996. Management anticipates
further increases in noninterest expense because of additional
earnings on cash surrender value of life insurance policies. Gains on
sales of other real estate owned are also expected to be reported in
1997.
OTHER EXPENSES
Second Quarter 1997 vs. Second Quarter 1996
Noninterest expenses totaled $ 670,000 for the quarter ended
June 30, 1997, an increase of $ 55,000 over the $ 615,000 for the
quarter ended June 30, 1996. Employee related expenses were up
$ 22,000, or 7.5%, over the second quarter of 1996 due to merit pay
increases and additional part-time employment. Net occupancy expenses
increased $ 11,000. Other noninterest expenses were up $ 22,000, or
10.0% over the second quarter of 1996 due to increased data processing
costs, bank shares tax and other overhead expenses.
Page 10 of 15
Six Months 1997 vs. Six Months 1996
Noninterest expenses for the first six months of 1997 were
$ 1,283,000, an increase of $ 105,000, or 8.9%, from $ 1,178,000
reported for the same period in 1996. Salaries and related expenses
were up 5.0% over the first six months of 1996 due to merit pay
increases and additions to the part-time staff. Net occupancy
expenses increased 9.9% over the first six months of 1996 due to
increased maintenance costs and depreciation. Other noninterest
expenses increased 13.7% compared to the first six months of 1996
primarily due to increases in data processing costs, bank shares tax
and other overhead expenses.
INCOME TAXES
The income tax provision for the second quarter of 1997 was
$ 85,000 compared to $ 103,000 for the second quarter of 1996. The
effective income tax rate for the first six months of 1997 was 23.7%
compared to 26.3% for the six month period ended June 30, 1996. This
reduction was caused primarily by increased tax free investments and
loans compared to the prior period.
PROVISION FOR LOAN LOSSES
A $ 20,000 provision for loan losses was made for the first
six months of 1997 while no addition was made to the provision for
loan losses for the first six months of 1996. The provisions were
based on management's evaluation of the reserve for possible loan
losses at June 30, 1997 and 1996.
A summary of the allowance for loan losses is as follows:
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(In 000's)
June 30, 1997 June 30, 1996
Allowance for loan losses
Beginning of period $ 444 $ 345
Loans charged-off during the period:
Real estate loans 0 0
Installment loans 17 4
Commercial and all other loans 0 0
Total charge-offs 17 4
Recoveries of loans previously
charged-off:
Real estate loans 0 0
Installment loans 4 8
Commercial and all other
loans 33 26
Total recoveries 37 34
Net loans charged-off 20 30
Provision for loan losses charged to
operations 20 0
Allowance for loan losses - end of
period $ 484 $ 375
Page 11 of 15
The loan loss reserve at June 30, 1997 was $ 484,000 compared
to $ 444,000 at December 31, 1996 and is considered adequate, in
management's judgment, to absorb reasonably estimated loan losses
inherent in the Bank's loan portfolio.
Loans 90 days or more past due (still accruing interest) and
those on nonaccrual status were as follows at June 30:
NONPERFORMING LOANS
(In 000's)
90 Days or More
Past Due Nonaccrual Status
1997 1996 1997 1996
Real estate loans $ 181 $ 357 $ 310 $ 310
Installment loans 16 0 0 0
Demand and time loans 0 82 0 0
Total loans $ 197 $ 439 $ 310 $ 310
There were no restructured loans for any of the time periods
set forth above.
ASSETS
Total assets at June 30, 1997 were $ 108,730,000, a 6.2%
increase from $ 102,355,000 at December 31, 1996. Net loans at
June 30, 1997 totaled $ 68,706,000, an increase of $ 4,915,000 from
$ 63,791,000 at December 31, 1996. Management intends to contain
growth and concentrate on maintaining adequate profit margins.
LIABILITIES
Total deposits increased 1.7% to $ 93,190,000 at June 30, 1997
compared to $ 91,632,000 at December 31, 1996. Noninterest-bearing
deposits decreased 1.0% and savings deposits decreased 3.1%, while
time deposits increased 5.0%.
CAPITAL
Total equity as of June 30, 1997 was $ 10,727,000 representing
9.9% of total assets, an increase of $ 578,000 from the $ 10,149,000
reported on December 31, 1996. Accumulated earnings for the first six
months of 1997 were partially offset by dividends declared and paid of
$ 158,400 while net unrealized holding losses (net of deferred tax)
decreased by $ 88,000.
REGULATORY CAPITAL
The company maintains ratios that are well above the minimum
total capital levels required by federal regulatory authorities,
including risk-based capital guidelines. A comparison of Fulton
Bancshares Corporation's capital ratios to regulatory minimum
requirements at June 30, 1997 is as follows:
Page 12 of 15
Fulton Bancshares Regulatory Minimum
Corporation Requirements
Leverage ratio 10.11% 4%
Risk based capital ratios:
Tier I (core capital) 16.24% 4%
Combined tier I and tier
II (core capital plus
allowance for loan losses) 16.96% 8%
BALANCE SHEET ANALYSIS
The following table highlights the changes in the balance
sheet. Since quarter-end balances can be distorted by one-day
fluctuations, an analysis of changes in the quarterly averages is
provided to give a better indication of balance sheet trends.
AVERAGE BALANCE SHEETS
(In 000's)
Second Quarter
1997 1996
ASSETS
Federal funds sold $ 0 $ 75
Securities available for sale 27,521 28,505
Securities held to maturity:
Taxable 0 0
Exempt from federal income taxes 0 0
Total securities held-to-maturity 0 0
Other investments 2,547 722
Loans 67,951 61,885
Total interest-earning assets 98,019 91,187
Cash and due from banks 3,065 2,518
Bank premises and equipment 2,198 2,073
All other assets 4,060 3,403
Allowance for loan losses ( 474) ( 372)
Total assets $ 106,868 $ 98,809
LIABILITIES
Interest-bearing deposits in domestic
offices $ 82,759 $ 79,882
Federal funds purchased 10 698
Other short-term borrowings 3,474 213
Total interest-bearing liabilities 86,243 80,793
Noninterest-bearing deposits 9,605 8,195
All other liabilities 571 481
Total liabilities 96,419 89,469
STOCKHOLDERS' EQUITY
Common stockholders' equity 10,685 9,721
Net unrealized holding losses, net of tax ( 236) ( 381)
Total stockholders' equity 10,449 9,340
Total liabilities and stockholders'
equity $ 106,868 $ 98,809
Page 13 of 15 pages
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
Page 14 of 15 pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
/s/
Clyde H. Bookheimer,
President and Chief Executive
Officer
Date /s/
Doriann Hoffman, Vice
President (Principal Financial
Officer)
Page 15 of 15 pages
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<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,024
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 28,915
<INVESTMENTS-MARKET> 28,915
<LOANS> 62,988
<ALLOWANCE> 372
<TOTAL-ASSETS> 101,080
<DEPOSITS> 88,398
<SHORT-TERM> 2,700
<LIABILITIES-OTHER> 473
<LONG-TERM> 0
<COMMON> 309
0
0
<OTHER-SE> 9,200
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