UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1996
Commission file number 33-65608
INTERCOUNTY BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
OHIO 31-1004998
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
48 North South Street, Wilmington, Ohio 45177
(Address of principal executive offices) (Zip Code)
(513) 382-1441
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 such shorter period
that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's common stock, without par
value, as of June 30, 1996 was 1,549,396 shares.
<PAGE>
INTERCOUNTY BANCSHARES, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1996, December 31, 1995
and June 30, 1995 . . . . . . . . . . . . . . . . . . 1
Consolidated Statements of Income -
Three and Six Months Ended June 30, 1996 and 1995. . . 2
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995 . . . . . . . 3
Notes to Consolidated Financial Statements. . . . . . . 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . 5-8
Part II. Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 9
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 9
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of Security Holders. 9
Item 5. Other Information. . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 9
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
<TABLE>
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
CONSOLIDATED BALANCE SHEETS
At June 30, 1996, December 31, 1995 and June 30, 1995
(thousands)
<CAPTION>
June 30, December 31, June 30,
1996 1995 1995
(unaudited) (a) (unaudited)
<S> <C> <C> <C>
ASSETS:
Cash and due from banks $ 13,850 13,680 15,207
Federal funds sold - 4,527 6,539
------- ------- -------
Total cash and cash equivalents 13,850 18,207 21,746
Interest-bearing deposits in bank 135 133 113
Securities available for sale, at
market value 75,465 82,569 60,037
Securities held to maturity
(market value-$8,214, $9,058,
and $12,592) 7,531 8,191 11,688
------- ------- -------
Total securities 82,996 90,760 71,725
Loans 259,432 242,507 216,204
Less-allowance for loan losses (2,647) (2,644) (2,641)
------- ------- -------
Net loans 256,785 239,863 213,563
Premises and equipment 8,322 7,505 6,353
Earned income receivable 3,064 3,248 2,584
Other assets 2,036 555 983
------- ------- -------
TOTAL ASSETS $ 367,188 360,271 317,067
======= ======= =======
LIABILITIES:
Demand deposits $ 36,085 36,188 32,935
Savings, NOW, and money market
deposits 107,222 103,954 96,855
Certificates $100,000 and over 19,740 21,110 19,502
Other time deposits 134,649 130,251 123,403
------- ------- -------
Total deposits 297,696 291,503 272,695
Short-term borrowings 31,258 31,110 9,336
Long-term debt 1,065 1,108 1,258
Other liabilities 2,576 2,716 2,142
------- ------- -------
TOTAL LIABILITIES 332,595 326,437 285,431
------- ------- -------
SHAREHOLDERS' EQUITY:
Preferred stock-no par value,
authorized 100,000 shares; none
issued
Common stock-no par value,
authorized 3,000,000 shares;
issued 1,909,475 shares 1,000 1,000 1,000
Surplus 7,236 7,224 7,165
Net unrealized gain on securities
available for sale 281 1,405 1,149
Unearned ESOP shares, at cost (843) (845) (970)
Retained earnings 29,729 27,863 26,045
Treasury shares, at cost, 360,079
shares at June 30, 1996; 360,498
at December 31, 1995; 360,477
shares at June 30, 1995 (2,810) (2,813) (2,753)
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY 34,593 33,834 31,636
------- ------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 367,188 360,271 317,067
======= ======= =======
(a) Financial information as of December 31, 1995, has been derived from the
audited, consolidated financial statements of the Registrant.
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
-1-
<PAGE>
Part I - Financial Information
(Continued)
Item 1. Financial Statements
<TABLE>
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(thousands)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 5,440 4,753 10,746 9,329
Interest on securities available
for sale-taxable 1,413 1,032 2,871 1,897
Interest on securities held
to maturity-
Taxable - 20 - 36
Non-taxable 156 217 313 441
Interest on deposits in banks 3 2 5 3
Interest on federal funds sold 25 98 63 165
----- ----- ------ ------
TOTAL INTEREST INCOME 7,037 6,122 13,998 11,871
----- ----- ------ ------
INTEREST EXPENSE:
Interest on savings, NOW and money
market deposits 728 634 1,431 1,235
Interest on time certificates
$100,000 and over 242 295 504 525
Interest on other deposits 1,934 1,722 3,882 3,124
Interest on short-term borrowings 410 106 847 208
Interest on long-term debt 22 27 43 54
----- ----- ------ ------
TOTAL INTEREST EXPENSE 3,336 2,784 6,707 5,146
----- ----- ------ ------
NET INTEREST INCOME 3,701 3,338 7,291 6,725
PROVISION FOR LOAN LOSSES 150 90 300 180
----- ----- ------ ------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,551 3,248 6,991 6,545
----- ----- ------ ------
NON-INTEREST INCOME:
Trust income 174 149 339 307
Service charges on deposits 275 250 516 487
Other service charges and fees 76 70 151 139
Securities gains 86 - 86 -
Other 117 77 265 206
----- ----- ------ ------
TOTAL NON-INTEREST INCOME 728 546 1,357 1,139
----- ----- ------ ------
NON-INTEREST EXPENSES:
Salaries 1,049 989 2,100 2,002
Pension and benefits 156 276 447 566
Equipment 211 210 399 422
Occupancy 159 139 307 276
Deposit insurance 9 138 19 275
State franchise tax 118 112 246 223
Advertising 66 91 129 141
Other 786 577 1,455 1,132
----- ----- ------ ------
TOTAL NON-INTEREST EXPENSE 2,554 2,532 5,102 5,037
----- ----- ------ ------
INCOME BEFORE INCOME TAX 1,725 1,262 3,246 2,647
INCOME TAX 506 381 950 741
----- ----- ------ ------
NET INCOME $ 1,219 881 2,296 1,906
===== ===== ====== ======
Earnings per common share $ .79 .58 1.50 1.25
Dividends declared per common
share $ .14 .10 .28 .18
Average shares outstanding 1,534,465 1,531,142 1,534,045 1,530,173
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
-2-
<PAGE>
Part I - Financial Information
(Continued)
Item 1. Financial Statements
<TABLE>
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1996
(thousands)
(unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,296 1,906
Adjustments for non-cash items-
Depreciation and amortization 332 340
Provision for loan losses 300 180
Net discount accretion of securities available
for sale (166) (165)
Net discount accretion of securities held to
maturity (49) (121)
Net realized gains from sale of securities available
for sale (86) -
Decrease (increase) in interest receivable 161 (110)
Increase (decrease) in interest payable (166) 174
Increase in income taxes payable 312 147
Increase in other accrued expenses 18 9
Increase in other assets (1,263) (177)
FHLB stock dividends (102) (25)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,587 2,158
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in interest-bearing deposits in banks (2) (11)
Proceeds from maturities of securities available for
sale 10,907 2,579
Proceeds from sale of securities available for sale 5,395 -
Purchases of securities available for sale (10,548) (15,538)
Proceeds from maturities of securities held to maturity 709 1,092
Purchases of securities held to maturity - (376)
Net increase in loans (17,222) (8,150)
Purchases of premises and equipment (1,115) (291)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (11,876) (20,695)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 6,193 23,754
Repayment of capital lease obligation (43) (41)
Net increase in short-term borrowings 148 600
Cash dividends paid (372) (124)
Proceeds from stock options exercised 6 37
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,932 24,226
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (4,357) 5,689
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,207 16,057
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,850 21,746
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 6,873 4,972
Income taxes paid 638 594
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
-3-
<PAGE>
PART I. FINANCIAL INFORMATION
(Continued)
Item 1. Notes to Consolidated Financial Statements
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, the unaudited consolidated financial statements include all
adjustments (consisting of normal, recurring accruals) considered
necessary for a fair presentation of financial position, results of
operations and cash flows for the interim periods.
Results of operations for the three and six month periods ended June 30,
1996 and cash flows for the six month period ended June 30, 1996 are
not necessarily indicative of the results to be expected for the full
year to end December 31, 1996. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements, accounting policies and financial notes thereto included in
the Company's Annual Report and Form 10-KSB for the year ended
December 31, 1995 filed with the Commission.
WEIGHTED AVERAGE SHARES OUTSTANDING
Earnings per common share (EPS) is calculated by dividing net income by
the weighted average number of shares of common stock outstanding during
the period. The assumed exercise of stock options would not have a
material dilutive effect. In accordance with generally accepted
accounting principles, certain shares held in suspense by the Company's
employee stock ownership plan (ESOP) are not considered outstanding
until they are committed to be released for allocation to participants'
accounts. The following table shows the computation of the weighted
average shares outstanding.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Weighted Average Shares:
Common shares issued 1,549,224 1,548,410 1,549,100 1,547,752
Unreleased common
shares held by ESOP 14,759 17,268 15,055 17,579
--------- --------- --------- ---------
Common shares
outstanding 1,534,465 1,531,142 1,534,045 1,530,173
========= ========= ========= =========
</TABLE>
RECENTLY ISSUED ACCOUNTING STANDARD
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation" effective January 1, 1996. This
statement encourages, but does not require, adoption of a fair-value-based
accounting method for employee stock options. Management has elected to
continue to recognize compensation cost using the intrinsic-value-based
method of accounting in Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." In accordance with SFAS No. 123,
the Company will disclose in the 1996 annual Consolidated Financial
Statements pro forma net income and earnings per share as if the fair-value-
based method had been applied in recognizing compensation cost. The pro forma
disclosures are not expected to differ materially from the results reported
under APB No. 25.
-4-
<PAGE>
PART I. FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
Results of Operations
Net income for the second quarter of 1996 was $1,219,000, an increase of
38.4% from the $881,000 earned in the second quarter of 1995. The primary
reasons for the increase in earnings is a 10.9% increase in net interest
income, a 33.3% increase in non-interest income, and only a .9% increase
in non-interest expense. Net income per share increased 36.2% to $.79
from $.58 for the second quarter of 1995. Net income for the first six
months of 1996 was $2.3 million, an increase of 20.4% from the $1.9 million
earned in the first six months of 1995.
Net interest income for the three months ended June 30, 1996, was $3.7
million, 10.9% above the second quarter of 1995 due to average interest-
earning assets increasing $55.2 million (19.3%) to $341.8 million.
Included in this increase, $39.0 million went to loans and $20.7 million
went to securities. The average yield decreased from 8.57% to 8.28%.
This decrease in yield was the result of a general decline in market
rates. The prime rate was down 75 basis points from the end of the
second quarter of 1995, and the five-year Treasury was down as much as
135 basis points and at June 30, 1996, was down approximately 50 basis
points from that same period. Average interest-bearing liabilities
increased 20.8% to $292.9 million and their cost decreased to 4.58% from
4.61% in the second quarter of 1995. The $50.5 million growth from last
year was primarily in higher costing money market deposits, fixed rate
certificates, and borrowings from the Federal Home Loan Bank. As a
result, the net interest margin decreased from 4.67% in the second quarter
of 1995 to 4.35% in 1996.
Net interest income for the first half of 1996 increased 8.4% from the same
period last year. Average interest-earning assets increased 21.1% from
last year, and the yield on these decreased from 8.56% to 8.31%.
Interest-bearing liabilities increased 22.7%, while the cost increased
from 4.38% to 4.64%. Net interest margin averaged 4.33% for the first
half of this year versus 4.85% for the first half of 1995.
The provision for loan losses was increased to $150,000 for the second
quarter of 1996, compared to $90,000 for the same period in 1995,
reflecting the growth of the Bank's loan portfolio. Net charge-offs for
the first half of 1996 were .12% of average loans, compared to .05% for
the prior year.
Generally, all other loans are placed on non-accrual status if they are
90 days or more delinquent. A loan may remain on an accrual status after
it is 90 days delinquent if it is reasonably certain the account will be
settled in its entirety or brought current within a 30-day period. The
current year's accrued interest on loans placed on non-accrual status is
charged against earnings. The previous year's accrued interest is
charged against the allowance for loan losses. Cash payments received on
non-accrual loans are applied against principal until the balance is
repaid. Any remaining payments are credited to earnings. Non-performing
loans include non-accrual loans, renegotiated loans and ninety days or more
past due loans. All loans, except one-to four-family real estate, which are
ten days delinquent are sent to the Collections Department for collection.
One- to four-family real estate loans are sent when they are fifteen days
delinquent. As of June 30, 1996, management knew of no significant loans
not now disclosed that would cause management to have serious doubts as
to the ability of the borrowers to comply with present loan repayment
terms.
-5-
<PAGE>
PART I. FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Continued)
<TABLE>
The following table sets forth certain information regarding the
past-due, non-accrual and renegotiated loans of the Bank at the dates
indicated (in thousands):
<CAPTION>
June 30 December 31 June 30
1996 1995 1995
<S> <C> <C> <C>
Loans accounted for on
non-accrual basis $ 629 314 394
Accruing loans which are
past due 90 days or more 206 208 226
Renegotiated loans - - 211
--- --- ---
Total $ 835 522 831
=== === ===
</TABLE>
The increase in non-accrual loans at June 30, 1996, is principally
attributable to two commercial borrowers with loans totaling $487,000.
Management believes the value of the related collateral, if necessary to
collect the principal outstanding, limits the Bank's exposure to a
potential loss of less than $40,000 including costs of collection.
<TABLE>
At June 30, 1996, the Bank's allowance for loan losses totaled $2.6
million and was allocated primarily to the consumer segment of the loan
portfolio. A similar allocation existed for all other dates presented.
The following table sets forth an analysis of the Bank's allowance for
losses on loans for the periods indicated:
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Balance at beginning of period $ 2,626 2,606 2,644 2,561
Charge-offs:
Commercial 35 18 43 24
Residential real estate 1 - 1 -
Installment 101 85 278 164
Credit card 32 10 70 21
Other 1 - 1 3
----- ----- ----- -----
Total charge-offs 170 113 393 212
----- ----- ----- -----
Recoveries:
Commercial 6 3 8 5
Residential real estate - 4 - 5
Installment 29 44 77 91
Credit card 1 7 6 10
Other 5 - 5 1
----- ----- ----- -----
Total recoveries 41 58 96 112
----- ----- ----- -----
Net charge-offs (129) (55) (297) (100)
Provision for possible
loan losses 150 90 300 180
----- ----- ----- -----
Balance at end of period $ 2,647 2,641 2,647 2,641
===== ===== ===== =====
</TABLE>
-6-
<PAGE>
PART I. FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Continued)
Non-interest income was $728,000 for the second quarter 1996, an increase
of 33.3% from the $546,000 earned in the second quarter of 1995. Although
all categories in this section have shown increases, increased trust
income and income from loan related processing fees accounted for the
majority of the improvement.
Also, gains of $86,000 were achieved during the second quarter through the
sale of $6 million of securities to fund loan demand.
Non-interest expense increased a modest .9% for the quarter over the same
period in 1995. Salaries and benefits decreased 4.7% for the quarter due
mostly to a reduction in ESOP contributions required for distributions.
The Company did experience an increase of 7.1 in average FTE employees.
Equipment expense was about the same as last year. Occupancy expense
increased 14.4% for the quarter due primarily to increases in general
repairs and maintenance and utilities. Deposit insurance was $129,000
less than for the same quarter of last year due to the fully funded
status of the Bank Insurance Fund of the Federal Deposit Insurance
Corporation. State franchise tax has increased 5.4% due to the increase
in Company capital on which it is based. Other expense has increased
36.2% from the second quarter of last year. Included in that category
were increased data processing fees, deposit account losses, and
telephone expense. For the first six months of the year, total
non-interest expense was up just 1.3% from last year. Performance ratios
for the second quarter of 1996 included a return on assets of 1.35%, and a
return on equity of 14.10%, compared to 1.16% and 11.50%, respectively, for
the second quarter of 1995. For the first half of 1996, return on assets
and return on equity were 1.28% and 13.36%, respectively, compared to
1.29% and 12.81% for the first half of 1995.
Financial Condition
Total assets grew 15.8% from the second quarter 1995, to a total of
$367.2 million. Total loans increased to $259.4 million, an increase of
20.0%. Commercial and personal loans continue to provide the majority of
the internal growth. In November 1995, the Bank purchased $20 million of
1-4 family real estate loans in the secondary market; $12.6 million of
that portfolio remained at June 30, 1996. The securities portfolio has
grown 15.7% through the use of excess liquidity. Total deposits increased
9.2% to $297.7 million at June 30, 1996. Non-interest bearing deposits
increased $3.2 million or 9.6%. Interest-bearing accounts grew $21.9
million, or 9.1%. Other borrowings increased $21.9 million as a result
of borrowing $21.3 million from Federal Home Loan Bank to fund the real
estate loan purchase. Total equity increased 9.3% to $34.6 million at
June 30, 1996. Book value per share at June 30, 1996, was $22.33, an
increase of 9.3% from $20.42 at the end of the second quarter last year.
Equity to assets was 9.42% at June 30, 1996, compared to 9.98% as of the
end of the same quarter last year.
-7-
<PAGE>
PART I. FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Continued)
<TABLE>
The material changes that have occurred in InterCounty's financial
condition during 1996 are as follows (in thousands):
<CAPTION>
June 30 December 31
1996 1995 Amount Percent
<S> <C> <C> <C> <C>
Federal funds sold $ - 4,527 (4,527) (100)%
Securities 82,996 90,760 (7,764) (9)
Loans 259,432 242,507 16,925 7
Premises and equipment 8,322 7,505 817 11
Savings, NOW, MMDA
deposits 107,222 103,954 3,268 3
Other time deposits 134,649 130,251 4,398 3
</TABLE>
Small deposit mix changes have resulted in increases in interest-bearing
transaction accounts and retail certificates of deposit. The securities
portfolio has decreased because of normal maturities and called bonds,
and along with federal funds sold have been used to fund loans. Loan
growth has primarily been in commercial and personal areas. Increased
premises and equipment are due to main office renovations and computer
hardware and software purchases.
Liquidity and Capital Resources
The maintenance of an adequate level of liquidity is necessary to ensure
that sufficient funds are available to meet customers' loan demand and
deposit withdrawal. InterCounty manages liquidity on both the asset and
liability side of the balance sheet. The loan to total funds ratio at
June 30, 1996 was 79%, compared to 77% for the same date in 1995.
Management strives to keep this ratio below 80%. The securities
portfolio is primarily "available for sale" securities that are readily
marketable. Approximately 44% of the portfolio is pledged to secure
public deposits and for other purposes as required by law. The balance
of the "available for sale" portfolio could be sold if necessary for
liquidity purposes. Also a stable deposit base, consisting of 93% core
deposits, makes the Bank less susceptible to large fluctuations in
funding needs.
The Federal Reserve Board has adopted risk-based capital guidelines which
assign risk weightings to assets and off-balance sheet items and also
define and set minimum capital requirements (risk-based capital ratios).
Bank holding companies must maintain total risk-based, Tier 1 risk-based
and Tier 1 leverage ratios of 8%, 4% and 3%, respectively. At June 30,
1996, InterCounty had a total risk-based capital ratio of 13.6%, a Tier 1
risk-based capital ratio of 12.3%, and a Tier 1 leverage ratio of 9.2%.
-8-
<PAGE>
PART II. OTHER INFORMATION
INTERCOUNTY BANCSHARES, INC. and
THE NATIONAL BANK & TRUST COMPANY
Item 1. Legal Proceedings - Not Applicable
Item 2. Changes in Securities - Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
On April 16, 1996, the Annual Meeting of the shareholders of the Company was
held. The following members of the Board of Directors of the Company were
re-elected for terms expiring in 1998 by the votes indicated:
FOR WITHHELD
George F. Bush 1,356,039 701
Charles L. Dehner 1,356,039 701
Georgia H. Miller 1,356,039 701
Timothy L. Smith 1,356,039 701
Item 5. Other Information - Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
<TABLE>
<CAPTION>
Exhibit SB 601 Page
No. Ref. No. Description No.
<C> <C> <S> <C>
11 601(b)(11) Computation of Consolidated
Earnings Per Common Share
For the Three and Six Months
Ended June 30, 1996 and 1995 10
27 601(b)(27) Financial Data Schedule for
the Six Months Ended
June 30, 1996. 11
</TABLE>
b. The Company was not required to file Form 8-K during the quarter
ended June 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERCOUNTY BANCSHARES, INC.
Issuer
Date: August 14, 1996 Charles L. Dehner
Treasurer, Executive Vice President
and Principal Accounting Officer
-9-
<PAGE>
Exhibit 11
InterCounty Bancshares, Inc.
Computation of Consolidated Earnings Per Common Share
(in thousands, except shares and per share data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
Net income $ 1,219 881 2,296 1,906
========= ========= ========= =========
Weighted average shares:
Common shares issued 1,549,224 1,548,410 1,549,100 1,547,752
Unreleased common shares
held by ESOP 14,759 17,268 15,055 17,579
--------- --------- --------- ---------
Common shares outstanding 1,534,465 1,531,142 1,534,045 1,530,173
Add - common equivalent
shares representing
shares issuable upon
exercise of employee
stock options 38,654 27,732 37,934 25,422
--------- --------- --------- ---------
Adjusted weighted average
number of shares outstanding
used in calculation of
earnings per common and
common equivalent share 1,573,119 1,558,874 1,571,979 1,555,595
Add - incremental shares
representing shares
issuable upon
exercise of employee
stock options based on
June 30 estimated
fair value (1) 2,787 2,986 3,564 5,444
--------- --------- --------- ---------
Adjusted weighted average
number of shares outstanding
used in calculation of
earnings per common share -
assuming full dilution 1,575,906 1,561,860 1,575,543 1,561,039
========= ========= ========= =========
Earnings per common share -
assuming no dilution $ .79 .58 1.50 1.25
Earnings per common and common
equivalent share .77 .57 1.46 1.23
Earnings per common share -
assuming full dilution .77 .56 1.46 1.22
(1) There is presently no active public trading market for the Company's
shares, nor are the prices at which common shares have been traded
published by any national securities association or quotation service.
Fair value for earnings per common share purposes was assumed to be
$27.00 at June 30, 1996, and $22.00 at June 30, 1995.
-10-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT FOR INTERCOUNTY BANCSHARES, INC. ON FORM 10-QSB FOR THE
QUARTER ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000908837
<NAME> INTERCOUNTY BANCSHARES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 13,850
<INT-BEARING-DEPOSITS> 135
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 75,465
<INVESTMENTS-CARRYING> 7,531
<INVESTMENTS-MARKET> 8,214
<LOANS> 259,432
<ALLOWANCE> 2,647
<TOTAL-ASSETS> 367,188
<DEPOSITS> 297,696
<SHORT-TERM> 31,258
<LIABILITIES-OTHER> 2,576
<LONG-TERM> 1,065
0
0
<COMMON> 1,000
<OTHER-SE> 33,593
<TOTAL-LIABILITIES-AND-EQUITY> 367,188
<INTEREST-LOAN> 10,746
<INTEREST-INVEST> 3,184
<INTEREST-OTHER> 68
<INTEREST-TOTAL> 13,998
<INTEREST-DEPOSIT> 5,817
<INTEREST-EXPENSE> 6,707
<INTEREST-INCOME-NET> 7,291
<LOAN-LOSSES> 300
<SECURITIES-GAINS> 86
<EXPENSE-OTHER> 5,102
<INCOME-PRETAX> 3,246
<INCOME-PRE-EXTRAORDINARY> 3,246
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,296
<EPS-PRIMARY> 1.50
<EPS-DILUTED> 0.00
<YIELD-ACTUAL> 8.31
<LOANS-NON> 629
<LOANS-PAST> 206
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,644
<CHARGE-OFFS> 393
<RECOVERIES> 96
<ALLOWANCE-CLOSE> 2,647
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,647
</TABLE>
