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 September 30, 1996
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 October 27, 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 - September 30, 1997
and December 31, 1996 3
Condensed consolidated statements of income - three months
ended September 30, 1997 and 1996 4
Condensed consolidated statements of income - nine months
ended September 30, 1997 and 1996 5
Condensed consolidated statements of cash flows - nine
months ended September 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
September 30, December 31,
1997 1996 *
ASSETS (Unaudited)
(000 Omitted)
Cash and due from banks $ 3,354 $ 3,731
Federal funds sold 0 495
Available-for-sale debt securities 24,350 27,752
Federal Reserve, Atlantic Central Bankers Bank,
Federal Home Loan Bank and FNMA/FHLMC Preferred
Stocks, at cost which approximates market 3,646 722
Loans, net of allowance for loan losses 69,362 63,791
Bank building, equipment, furniture &
fixtures, net 2,227 2,149
Other real estate owned 129 337
Accrued interest receivable 684 635
Cash surrender value of life insurance 2,740 2,374
Other assets 385 369
Total assets $ 106,877 $ 102,355
LIABILITIES
Deposits:
Noninterest-bearing deposits $ 8,707 $ 10,000
Interest-bearing deposits:
Savings deposits 29,407 30,104
Time deposits 54,099 51,528
Total deposits 92,213 91,632
Accrued interest payable 464 373
Other borrowed money 2,820 0
Other liabilities 241 201
Total liabilities 95,738 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 8,761 8,007
Net unrealized gains/(losses) available-
for-sale securities 18 ( 218)
Total stockholders' equity 11,139 10,149
Total liabilities and
stockholders' equity $ 106,877 $ 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 SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Interest & Dividend Income
Interest & fees on loans $ 1,536 $ 1,458
Interest & dividends on investment
securities:
U.S. Government securities 321 407
Obligations of state & political
subdivisions 65 47
Interest on federal funds sold 2 0
Other interest & dividend income 54 10
Total interest & dividend income 1,978 1,922
Interest Expense
Interest on deposits 983 888
Interest on federal funds purchased 3 24
Interest on other borrowed money 31 14
Total interest expense 1,017 926
Net interest income before
provision for loan losses 961 996
Provision for loan losses 0 50
Net interest income after provision
for loan losses 961 946
Other Income
Service charges on deposit accounts 37 36
Other fee income 32 26
Other noninterest income 47 29
Securities gains (losses) 1 ( 2)
Total other income 117 89
Other Expense
Salaries and employee benefits 280 274
Fixed asset expenses (including
depreciation) 96 96
FDIC insurance premiums 2 1
Other noninterest expenses 247 209
Total other expenses 625 580
Net income before income taxes 453 455
Applicable income taxes 96 104
Net income $ 357 $ 351
Weighted average number of shares
outstanding 495,000 495,000
Net income per share $ .72 $ .71
Cash dividends declared per share .185 .175
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
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Interest & Dividend Income
Interest & fees on loans $ 4,522 $ 4,253
Interest & dividends on investment
securities:
U.S. Government securities 1,042 1,225
Obligations of state & political
subdivisions 190 102
Interest on federal funds sold 11 21
Other interest & dividend income 132 30
Total interest & dividend income 5,897 5,631
Interest Expense
Interest on deposits 2,925 2,746
Interest on federal funds purchased 6 37
Interest on other borrowed money 84 15
Total interest expense 3,015 2,798
Net interest income before
provision for loan losses 2,882 2,833
Provision for loan losses 20 50
Net interest income after provision
for loan losses 2,862 2,783
Other Income
Service charges on deposit accounts 109 95
Other fee income 93 81
Other noninterest income 145 80
Securities gains (losses) 1 ( 2)
Total other income 348 254
Other Expense
Salaries and employee benefits 868 834
Fixed asset expenses (including
depreciation) 318 298
FDIC insurance premiums 8 2
Other noninterest expenses 714 624
Total other expenses 1,908 1,758
Net income before income taxes 1,302 1,279
Applicable income taxes 297 321
Net income $ 1,005 $ 958
Weighted average number of shares
outstanding 495,000 495,000
Net income per share $ 2.03 $ 1.94
Cash dividends declared per share .505 .475
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
Nine Months Ended September 30, 1997 and 1996
(UNAUDITED)
1997 1996
(000 Omitted)
Cash flows from operating activities:
Net income $ 1,005 $ 958
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 137 110
Provision for loan losses 20 50
Other - Net ( 73) ( 225)
Net cash provided by operating activities 1,089 893
Cash flows from investing activities:
Sale of OREO 219 17
Improvements to OREO ( 9) ( 2)
Purchase of investment securities -
Available-for-sale ( 1,719) ( 8,261)
Purchase FNMA/FHLMC Preferred Stock ( 2,919) ( 150)
Purchase of Federal Home Loan Bank Stock ( 4) ( 72)
Sales of available-for-sale securities 3,325 5,909
Maturities of available-for-sale securities 2,153 2,490
Net (increase) in loans ( 5,591) ( 3,594)
Purchase of officers/directors life
insurance policies ( 270) ( 1,641)
Purchases of & deposits on bank premises
and equipment - net ( 297) ( 148)
Net cash (used) by investing activities ( 5,112) ( 5,452)
Cash flows from financing activities:
Net increase in deposits 581 3,286
Dividends paid ( 250) ( 235)
Net increase in federal funds purchased 0 1,620
Net increase in other borrowed money 2,820 0
Net cash provided by financing activities 3,151 4,671
Net increase (decrease) in cash and
cash equivalents ( 872) 112
Cash and cash equivalents, beginning balance 4,226 3,456
Cash and cash equivalents, ending balance $ 3,354 $ 3,568
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest $ 2,924 $ 2,723
Income taxes 349 475
Supplemental schedule of noncash investing
and financing activities:
Change in net unrealized (loss) on investments
available for sale (net of deferred taxes) 236 ( 376)
The accompanying notes are an integral part of these condensed
financial statements.
Page 6 of 15 pages
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
Note 1. Basis of Presentation
The financial information presented at and for the nine
months ended September 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 periods ended
September 30, 1997 and 1996.
Note 7. Investment Securities
The amortized cost amounts of investment securities and
their approximate fair values at September 30, 1997 were as
follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
Debt securities available for sale:
State & municipal
securities $ 5,150,054 $ 117,504 ($ 1,778) $ 5,265,780
U.S. Government
agencies 6,753,689 15,606 ( 26,945) 6,742,350
Mortgage-backed
securities 12,419,509 25,661 ( 103,586) 12,341,584
$ 24,323,252 $ 158,771 ($ 132,309) $ 24,349,714
There were no securities categorized "Held-to-maturity" or
"Trading" at September 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 nine months of 1997 was
$ 1,005,000 compared to $ 958,000 for the same period in 1996,
representing an increase of $ 47,000, or 4.9%. Net income on an
adjusted per share basis for the first nine months of 1997 was $ 2.03,
an increase of $ .09 from the $ 1.94 per share realized during the
nine months ended September 30, 1996.
RESULTS OF OPERATIONS
Third Quarter 1997 vs. Third Quarter 1996
Interest income for the third quarter of 1997 was $ 1,978,000
compared to $ 1,922,000 as of September 30, 1996, for an increase of
$ 56,000, or 2.9%. 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 increased.
Interest expense for the current quarter was $ 1,017,000, an
increase of $ 91,000, or 9.8% over the $ 926,000 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 third quarter of 1997 totaled
$ 961,000, up $ 15,000 from the third quarter of 1996.
Nine Months 1997 vs. Nine Months 1996
Interest income for the first nine months of 1997 was
$ 5,897,000 compared to $ 5,631,000 as of September 30, 1996, for an
increase of $ 266,000, or 4.7%. 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 increased.
Page 9 of 15 pages
Interest expense for the nine months ended September 30, 1997
was $ 3,015,000, an increase of $ 217,000, or 7.8% over the first nine
months of 1996. Increases in time deposits, which pay higher average
rates, have resulted in higher interest expense for the first nine
months of 1997 compared to the first nine 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 nine months of 1997 was
$ 2,882,000 compared to $ 2,833,000 as of September 30, 1996, an
increase of 1.7%. 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
Third Quarter 1997 vs. Third Quarter 1996
Noninterest income rose from $ 89,000 in 1996 to $ 117,000 in
1997. Service charges on deposit accounts increased slightly over the
same period in 1996. Other fee income increased $ 6,000 primarily
because of an increase in fiduciary fees. Earnings on cash surrender
value of directors/officers life insurance policies of $ 39,000 were
reported during the third quarter of 1997, compared with $ 30,000 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.
Nine Months 1997 vs. Nine Months 1996
Noninterest income for the first nine months of 1997 and the
same period in 1996 were $ 348,000 and $ 254,000, respectively.
Service charges on deposit accounts were up $ 14,000 primarily due to
an increase in overdraft fees. Other fee income increased $ 12,000
primarily because of an increase in fiduciary fees. Earnings on cash
surrender value of directors/officers life insurance policies of
$ 112,000 were reported for the first nine months of 1997 compared
with $ 78,000 for the first nine 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
Third Quarter 1997 vs. Third Quarter 1996
Noninterest expenses totaled $ 625,000 for the quarter ended
September 30, 1997, an increase of $ 45,000 over the $ 580,000 for the
quarter ended September 30, 1996. Employee related expenses were up
$ 6,000, or 2.2%, over the third quarter of 1996 due to merit pay
increases. Net occupancy expenses were comparable to the same period
in 1996. Other noninterest expenses were up $ 38,000, or 18.2% over
the third quarter of 1996 due to increased data processing costs, bank
shares tax and other overhead expenses.
Page 10 of 15 pages
Nine Months 1997 vs. Nine Months 1996
Noninterest expenses for the first nine months of 1997 were
$ 1,908,000, an increase of $ 150,000, or 8.5%, from $ 1,758,000
reported for the same period in 1996. Salaries and related expenses
were up 4.1% over the first nine months of 1996 due to merit pay
increases and additions to the part-time staff. Net occupancy
expenses increased 6.7% over the first nine months of 1996 due to
increased maintenance costs and depreciation. Other noninterest
expenses increased 14.4% compared to the first nine 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 third quarter of 1997 was
$ 96,000 compared to $ 104,000 for the third quarter of 1996. The
effective income tax rate for the first nine months of 1997 was 22.8%
compared to 25.1% for the nine month period ended September 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
nine months of 1997 while a $ 50,000 addition was made to the
provision for loan losses for the first nine months of 1996. The
provisions were based on management's evaluation of the reserve for
possible loan losses at September 30, 1997 and 1996.
A summary of the allowance for loan losses is as follows:
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(In 000's)
September 30, 1997 September 30, 1996
Allowance for loan losses
Beginning of period $ 444 $ 345
Loans charged-off during the period:
Real estate loans 0 0
Installment loans 35 4
Commercial and all other loans 1 0
Total charge-offs 36 4
Recoveries of loans previously
charged-off:
Real estate loans 0 0
Installment loans 5 10
Commercial and all other
loans 42 31
Total recoveries 47 41
Net loans charged-off ( 11) ( 37)
Provision for loan losses charged to
operations 20 50
Allowance for loan losses - end of
period $ 475 $ 432
Page 11 of 15 pages
The loan loss reserve at September 30, 1997 was $ 475,000
compared to $ 432,000 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 September 30:
NONPERFORMING LOANS
(In 000's)
90 Days or More
Past Due Nonaccrual Status
1997 1996 1997 1996
Real estate loans $ 339 $ 572 $ 310 $ 317
Installment loans 4 11 0 0
Demand and time loans 0 27 52 0
Total loans $ 343 $ 610 $ 362 $ 317
There were no restructured loans for any of the time periods
set forth above.
ASSETS
Total assets at September 30, 1997 were $ 106,877,000, a 4.4%
increase from $ 102,355,000 at December 31, 1996. Net loans at
September 30, 1997 totaled $ 69,362,000, an increase of $ 5,571,000
from $ 63,791,000 at December 31, 1996. Management intends to contain
growth and concentrate on maintaining adequate profit margins.
LIABILITIES
Total deposits increased 0.6% to $ 92,213,000 at September 30,
1997 compared to $ 91,632,000 at December 31, 1996. Noninterest-
bearing deposits decreased 12.9% and savings deposits decreased 2.3%,
while time deposits increased 5.0%.
CAPITAL
Total equity as of September 30, 1997 was $ 11,139,000
representing 10.4% of total assets, an increase of $ 990,000 from the
$ 10,149,000 reported on December 31, 1996. Accumulated earnings for
the first nine months of 1997 were partially offset by dividends
declared and paid of $ 249,975 while net unrealized holding losses
(net of deferred tax) decreased by $ 236,000.
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 September 30, 1997 is as follows:
Page 12 of 15 pages
Fulton Bancshares Regulatory Minimum
Corporation Requirements
Leverage ratio 10.43% 4%
Risk based capital ratios:
Tier I (core capital) 16.53% 4%
Combined tier I and tier
II (core capital plus
allowance for loan losses) 17.24% 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)
Third Quarter
1997 1996
ASSETS
Federal funds sold $ 107 $ 0
Securities available for sale 25,340 28,588
Other investments 3,401 722
Loans 69,123 63,417
Total interest-earning assets 97,971 92,727
Cash and due from banks 2,432 2,786
Bank premises and equipment 2,223 2,068
All other assets 3,940 3,513
Allowance for loan losses ( 483) ( 413)
Total assets $ 106,083 $ 100,681
LIABILITIES
Interest-bearing deposits in domestic
offices $ 83,393 $ 79,220
Federal funds purchased 190 1,745
Other short-term borrowings 2,177 613
Total interest-bearing liabilities 85,760 81,578
Noninterest-bearing deposits 8,903 9,606
All other liabilities 592 354
Total liabilities 95,255 91,538
STOCKHOLDERS' EQUITY
Common stockholders' equity 10,832 9,578
Net unrealized holding losses, net of tax ( 4) ( 435)
Total stockholders' equity 10,828 9,143
Total liabilities and stockholders'
equity $ 106,083 $ 100,681
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
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,354
<INT-BEARING-DEPOSITS> 0
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<INVESTMENTS-CARRYING> 24,350
<INVESTMENTS-MARKET> 24,350
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<ALLOWANCE> 475
<TOTAL-ASSETS> 106,877
<DEPOSITS> 92,213
<SHORT-TERM> 2,820
<LIABILITIES-OTHER> 705
<LONG-TERM> 0
0
0
<COMMON> 309
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