10-Q 1 l91035ae10-q.htm FARMER'S NATIONAL BANCORP FORM 10-Q Farmer's National Bancorp Form 10-Q
Table of Contents

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 Sept. 30, 2001   Commission file number 2-80339

FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)

     
OHIO   34-1371693
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No)
     
20 South Broad Street    
Canfield, OH 44406   44406
(Address of principal executive offices)   (Zip Code)

(330) 533-3341
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year,
if changed since last report)

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 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   (XBOX)      No   (BOX)

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 September 30, 2001
 
             Common Stock, No Par Value
  11,824,280 shares

 


PART I — FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K


Table of Contents

PART I — FINANCIAL INFORMATION

             
        Page
       
Item 1. Financial Statements
       
 
       
Included in Part I of this report:
       
 
       
 
Farmers National Banc Corp. and Subsidiary
       
 
       
   
Consolidated Balance Sheets
    1  
 
       
   
Consolidated Statements of Income and Comprehensive Income
    2  
 
       
   
Consolidated Statements of Cash Flows
    3  
 
       
 
Notes to Consolidated Financial Statements
    4  
 
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    5-9  
 
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk
    10  
 
       
PART II — OTHER INFORMATION
       
 
       
Other Information and Signatures
    10-12  

 


Table of Contents

CONSOLIDATED BALANCE SHEETS
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

                         
            (In Thousands of Dollars)
            September 30,   December 31,
            2001   2000
           
ASSETS
               
Cash and due from banks
  $ 22,774     $ 23,350  
Federal funds sold
    28,728       11,358  
 
 
       
TOTAL CASH AND CASH EQUIVALENTS
    51,502       34,708  
 
 
Long-term interest bearing deposits
    0       99  
Securities available for sale
    139,040       127,761  
Loans
    442,164       450,711  
Less allowance for credit losses
    6,487       6,115  
 
 
       
NET LOANS
    435,677       444,596  
 
 
Premises and equipment, net
    12,533       12,549  
Other assets
    5,577       6,409  
 
 
 
  $ 644,329     $ 626,122  
 
 
LIABILITIES AND STOCKHOLDERS EQUITY
               
Deposits (all domestic):
               
   
Noninterest-bearing
  $ 46,965     $ 48,935  
     
Interest-bearing
    448,455       419,401  
 
 
       
TOTAL DEPOSITS
    495,420       468,336  
 
 
U. S. Treasury interest-bearing demand note
    780       1,009  
Securities sold under repurchase agreements
    40,966       39,099  
Federal Home Loan Bank advances
    28,426       43,575  
Other liabilities and deferred credits
    2,843       3,270  
 
 
       
TOTAL LIABILITIES
    568,435       555,289  
 
 
Stockholders Equity:
               
 
Common Stock — Authorized 25,000,000 shares; issued and outstanding 11,824,280 in 2001 and 11,604,252 in 2000
    51,867       49,451  
 
Retained earnings
    23,279       22,226  
 
Accumulated other comprehensive income
    2,509       372  
 
Treasury stock, at cost; 141,690 shares in 2001 and 87,835 in 2000
    (1,761 )     (1,216 )
 
 
       
TOTAL STOCKHOLDERS EQUITY
    75,894       70,833  
 
 
 
  $ 644,329     $ 626,122  
 
 

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

                                         
            (In Thousands except Per Share Data)
            For the Three Months Ended   For the Nine Months Ended
            Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
            2001   2000   2001   2000
           
INTEREST INCOME
                               
Interest and fees on loans
  $ 9,274     $ 9,470     $ 28,064     $ 27,797  
Interest and dividends on securities:
                               
   
Taxable interest
    1,381       1,482       4,167       4,410  
     
Nontaxable interest
    364       292       966       881  
     
Dividends
    226       192       684       357  
     
Interest on federal funds sold
    245       262       679       767  
 
 
       
TOTAL INTEREST INCOME
    11,490       11,698       34,560       34,212  
 
 
INTEREST EXPENSE
                               
Deposits
    4,367       4,368       13,323       12,937  
Borrowings
    818       1,160       2,731       2,880  
 
 
       
TOTAL INTEREST EXPENSE
    5,185       5,528       16,054       15,817  
 
 
       
NET INTEREST INCOME
    6,305       6,170       18,506       18,395  
Provision for credit losses
    270       (65 )     810       655  
 
 
       
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
    6,035       6,235       17,696       17,740  
 
 
OTHER INCOME
                               
Service charges on deposit accounts
    551       505       1,577       1,410  
Investment security gains (losses)
    35       (9 )     60       (35 )
Gain on sale of mortgage loans, net
    0       1       0       4  
Other operating income
    341       318       894       726  
 
 
       
TOTAL OTHER INCOME
    927       815       2,531       2,105  
 
 
OTHER EXPENSES
                               
Salaries and employee benefits
    2,260       2,225       6,639       6,684  
Net occupancy expense of premises
    272       209       801       696  
Furniture and equipment expense, including depreciation
    296       299       883       827  
Intangible and other taxes
    214       180       641       558  
Other operating expenses
    1,135       1,262       3,382       4,020  
 
 
       
TOTAL OTHER EXPENSES
    4,177       4,175       12,346       12,785  
 
 
     
INCOME BEFORE FEDERAL INCOME TAXES
    2,785       2,875       7,881       7,060  
FEDERAL INCOME TAXES
    776       846       2,269       2,085  
 
 
       
NET INCOME
  $ 2,009     $ 2,029     $ 5,612     $ 4,975  
OTHER COMPREHENSIVE INCOME, NET OF TAX:
                               
 
Unrealized gains on securities
    1,075       790       2,137       776  
 
 
       
COMPREHENSIVE INCOME
  $ 3,084     $ 2,819     $ 7,749     $ 5,751  
 
 
* NET INCOME PER SHARE
  $ 0.17     $ 0.17     $ 0.48     $ 0.43  
 
 


*   Restated to reflect weighted average shares outstanding adjusted for stock dividends and merger accounted for as pooling of interests.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

                         
            (In Thousands of Dollars)
            Nine Months Ended
            September 30,   September 30,
            2001   2000
           
CASH FLOW FROM OPERATING ACTIVITIES
               
 
Interest received
  $ 35,921     $ 35,632  
 
Fees and commissions received
    2,543       2,122  
 
Interest paid
    (16,261 )     (15,925 )
 
Cash paid to suppliers and employees
    (12,022 )     (12,878 )
 
Income taxes paid
    (2,434 )     (2,111 )
 
 
     
NET CASH PROVIDED BY OPERATING ACTIVITIES
    7,747       6,840  
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Decrease in interest-bearing time deposits maturing in more than 90 days
    99       99  
 
Proceeds from maturities and repayments of securities available for sale
    20,874       16,115  
 
Proceeds from sales of securities available for sale
    8,144       2,451  
 
Purchases of securities available for sale
    (37,488 )     (28,725 )
 
Net decrease (increase) in loans made to customers
    7,149       (13,021 )
 
Purchases of premises and equipment
    (575 )     (462 )
 
 
       
NET CASH USED IN INVESTING ACTIVITIES
    (1,797 )     (23,543 )
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Net increase (decrease) in deposits
    27,191       (9,940 )
 
Net increase (decrease) in short-term borrowings
    1,596       (3,228 )
 
Net increase (decrease) in Federal Home Loan Bank borrowings
    (15,150 )     23,645  
 
Net increase in federal funds purchased
    0       1,400  
 
Purchase of Treasury Stock
    (545 )     (1,085 )
 
Dividends paid
    (4,664 )     (3,055 )
 
Proceeds from sale of common stock
    2,416       2,196  
 
 
     
NET CASH PROVIDED BY FINANCING ACTIVITIES
    10,844       9,933  
 
 
     
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    16,794       (6,770 )
CASH AND CASH EQUIVALENTS
               
 
Beginning of period
    34,708       41,026  
 
 
 
End of period
  $ 51,502     $ 34,256  
 
 
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATIONS
               
 
Net income
  $ 5,612     $ 4,975  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation
    549       637  
   
Amortization and accretion
    1,647       1,377  
   
Provision for credit losses
    810       655  
   
(Gain) Loss on sale of investment securities
    (60 )     35  
   
Other
    (811 )     (839 )
 
 
     
NET CASH PROVIDED BY OPERATING ACTIVITIES
  $ 7,747     $ 6,840  
 
 

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FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management Representation:

         The financial statements for September 30, 2001 and 2000 have been prepared by management without audit and, therefore, have not been certified by our Independent Certified Public Accountants.

         In the opinion of the management of the registrant, the accompanying consolidated financial statements for the nine month period ending September 30, 2001 and 2000 include all adjustments, consisting of only normal recurring adjustments necessary for a fair statement of the results for the periods.

           
      (In Thousands of Dollars)  
      Nine Months Ended  
Stockholders Equity     September 30, 2001  
     
 
Common Stock
       
 
Balance 1/1/01
    49,451  
 
273,883 shares sold
    2,416  
 
 
 
 
Balance 9/30/01
    51,867  
 
 
 
Retained Earnings
       
 
Balance 1/1/01
    22,226  
 
Net Income
    5,612  
 
Dividends Declared: $.39 Cash dividends on common stock
    (4,559 )
 
 
 
 
Balance 9/30/01
    23,279  
 
 
 
Accumulated Other Comprehensive Income
       
 
Balance 1/1/01
    372  
 
Net change in unrealized appreciation on available for securities, net of income taxes
    2,137  
 
 
 
 
Balance 9/30/01
    2,509  
 
 
 
Treasury Stock, At Cost
       
Balance 1/1/01
    (1,216 )
Shares Purchased
    (545 )
 
 
 
Balance 9/30/01
    (1,761 )
 
 
 
Total Stockholders Equity at 9/30/01
    75,894  
 
 
 

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Item 2. Management’s Discussion and Analysis of Financial Condition and
             Results of Operations

Forward Looking Statements

         The following financial review presents an analysis of the assets and liability structure of the Corporation and a discussion of the results of operations for each of the periods presented in this quarterly report of liquidity, capital and credit quality. Certain statements in this report that relate to Farmers National Banc Corp.’s plans, objectives, or future performance may be deemed to be forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of various risks and uncertainties.

         Among the important factors that could cause actual results to differ materially are interest rates, changes in the mix of the company’s business, competitive pressures, general economic conditions and the risk factors detailed in the company’s other periodic reports and registration statements filed with the Securities and Exchange Commission.

Results of Operations

         The Corporation’s net income for the first nine months of 2001 was $5.612 million, or $.48 per share, which is a 12.8% increase compared with the $4.975 million, or $.43 per share earned during the same period last year. Return on average assets and return on average equity for the first nine months of 2001 were 1.18% and 10.27% respectively, compared to 1.08% and 9.90% for the same period in 2000.

         The increase in net income for the first nine months of 2001 was the result of increases in other income and lower levels of noninterest expense. The Corporation’s net interest income was slightly higher in 2001 compared to the same period in 2000. The slight increase in average loan balances was offset by a decrease in overall yields. The Corporation’s average balance of investment securities has increased 6.79% from September, 2000 to September, 2001. Although this growth has increased income on securities by $81 thousand or 1.26% over the same time period, it was partially offset by a decrease in the yield on investment securities. Interest expense on deposits and borrowings is 1.50% higher for the first nine months of 2001 compared to the first nine months of 2000. This is the result of both an increase of $386 thousand in interest expense on deposits and an decrease of $149 thousand in interest expense on borrowings. The cost of time deposits increased from 5.56% in 2000 to 5.70% in 2001, while borrowing costs decreased from 5.62% in 2000 to 5.06% in 2001.

         Provision for credit losses of $270 thousand for the quarter ended September 30, 2001 was $335 thousand higher than the $65 thousand credit reported in 2000. The provision was lower in 2000 primarily because of recoveries received in a favorable insurance settlement.

         Other income increased 20.24% from $2.105 million in 2000 to $2.531 million in 2001. This growth is the result of an increase in service charges related to deposit accounts coupled with an increase in other operating income. The Corporation’s total other expenses for the first nine months of 2001 decreased 3.43% from $12.785 million in 2000 to $12.346 million in 2001. The decrease in other operating expenses is due primarily to the acquisition of Security Financial Corporation on November 30, 2000. The merger provided cost savings though the consolidation of operations. Management will continue to closely monitor noninterest expenses.

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Results of Operations (Continued)

         On November 30, 2000, Security Financial Corp. merged with and into Farmers National Banc Corp. The merger was accounted for under the pooling-of-interests method. The consolidated financial statements for 2000 have been reclassified to conform with the presentation for 2001. Such reclassifications had no effect on net results from operations.

Liquidity

         The Corporation maintains, in the opinion of management, liquidity sufficient to satisfy depositors’ requirements and meet the credit needs of customers. The Corporation depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Corporation’s ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition.

         Principal sources of liquidity for the Corporation include assets considered relatively liquid such as short-term investment securities, federal funds sold and cash and due from banks.

         Cash flows generated from operating activities increased to $7.747 million compared to $6.840 million for the same period in 2000. This increase of $907 thousand is mainly the result of a decrease in cash paid to suppliers and employees. Net cash flows used in investing activities amounted to $1.797 million in 2001 compared to $23.543 million for the same period in 2000. Most of the current period’s decrease came from repayments of loans made to customers outpacing new loan growth.

         Net cash flows provided by financing activities were $10.844 million in 2001 compared to $9.933 million in 2000. In 2001, $27.191 million was generated from increases in deposits and $15.150 million was used to repay Federal Home Loan Bank borrowings.

Capital Resources

         The capital management function is a continuous process which consists of providing capital for both the current financial position and the anticipated future growth of the Corporation. As of September 30, 2001, the corporation’s total risk-based capital ratio stood at 17.83%, and the Tier I risk-based capital ratio and Tier I leverage ratio were at 16.56% and 11.40%, respectively. Regulations established by the Federal Deposit Insurance Corporation Improvement Act require that for a bank to be considered well capitalized, it must have a total risk-based capital ratio of 10%, a Tier I risk-based capital ratio of 6% and a Tier I leverage ratio of 5%.

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Loan Portfolio

The following shows the composition of loans at the dates indicated:

                   
      (In Thousands of Dollars)
      Sept. 30,   Dec. 31,
      2001   2000
     
Commercial, financial and agricultural
    20,163       17,916  
Real Estate — mortgage
    260,008       267,529  
Installment loans to individuals
    161,993       165,266  
 
 
 
Total Loans
    442,164       450,711  
 
 

The following table sets forth aggregate loans in each of the following categories for the dates indicated:

                 
    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
    2001   2000
   
Loans accounted for on a nonaccrual basis
    1,564       664  
Loans contractually past due 90 days or more as to interest or principal payments (not included in nonaccrual loans above)
    1,299       669  
Loans considered troubled debt restructurings (not included in nonaccrual or contractually past due above)
    0       0  

Management knows of no loans not included in the table above where serious doubt exists as to the ability of the borrower to comply with the current loan repayment terms.

The following shows the amounts of contracted interest income and interest income reflected in income on loans accounted for on a nonaccrual basis and loans considered troubled debt restructuring for the periods indicated:

                 
    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
    2001   2000
   
Gross interest that would have been recorded if the loans had been current in accordance with their original terms
    32       107  
Interest income included in income on the loans
    0       4  

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Risk Elements (Continued)

A loan is placed on a nonaccrual basis whenever sufficient information is received to question the collectibility of the loan. Generally, once a loan is placed on a nonaccrual basis, interest that may be accrued and not collected on the loan is charged against earnings.

As of September 30, 2001, there were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category of loans. As of that date also, there are no other interest-earning assets that are either nonaccrual, past due or restructured.

Summary of Credit Loss Experience

The following is an analysis of the allowance for credit losses for the periods indicated:

                   
      (In Thousands of Dollars)
      Nine Months   Year
      Ended   Ended
      Sept. 30,   Dec. 31,
      2001   2000
     
Balance at beginning of period
    6,115       5,778  
Loan losses:
               
 
Commercial, financial & agricultural
    (39 )     (50 )
 
Real estate — mortgage
    (21 )     (343 )
 
Installment loans to individuals
    (776 )     (1,250 )
 
 
 
    (836 )     (1,643 )
Recoveries on previous loan losses:
               
 
Commercial, financial & agricultural
    0       23  
 
Real estate — mortgage
    34       8  
 
Installment loans to individuals
    364       1,084  
 
 
 
    398       1,115  
 
 
Net loan losses
    (438 )     (528 )
Provision charged to operations (1)
    810       865  
 
 
Balance at end of period
    6,487       6,115  
 
 
Ratio of net credit losses to average net loans outstanding
    .13 %     .12 %

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Summary of Credit Loss Experience (cont’d)

(1)  The provision for possible credit losses charged to operating expense is based on management’s judgment after taking into consideration all factors connected with the collectibility of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

The allowance for possible credit losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans as of the dates indicated.

                 
    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
Types of Loans   2001   2000

 
Commercial, financial & agricultural
    2,064       549  
Real estate — mortgage
    1,834       2,878  
Installment
    2,589       2,688  
 
 
Total
    6,487       6,115  
 
 

The allocation of the allowance as shown above should not be interpreted as an indication that charge-offs in 2001 will occur in the same proportions or that the allocation indicates future charge-off trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio.

The percentage of loans in each category to total loans is summarized as follows:

                 
    Sept. 30,   Dec. 31,
Types of Loans   2001   2000

 
Commercial, financial & agricultural
    4.6 %     4.0 %
Real Estate — mortgage
    58.8 %     59.3 %
Installment loans to individuals
    36.6 %     36.7 %
 
 
 
    100.0 %     100.0 %
 
 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

         There are no material changes from the end of the preceding fiscal year that would cause additional disclosure of the bank’s exposure to market risk.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

         There are no material pending legal proceedings to which the registrant or its subsidiary is a party, or of which any of their property is the subject, except proceedings which arise in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material effect on the consolidated financial position of the registrant and its subsidiary.

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

                  Not applicable.

Item 5. Other Information

                  The Corporation filed Form S-3 on October 3, 2001. This filing amended the Corporation’s dividend reinvestment plan.

Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed or incorporated by references as part of this report:

2.   Not applicable.
 
3(i).   Not applicable.
 
3(ii).   Not applicable.

4.     The registrant agrees to furnish to the Commission upon request copies of all instruments not filed herewith defining the rights of holders of long-term debt of the registrant and its subsidiaries.

10.   Not applicable.
 
11.   Not applicable.
 
15.   Not applicable.
 
18.   Not applicable.

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19.   Not applicable.
 
22.   Not applicable.
 
23.   Not applicable.
 
24.   Not applicable.
 
99.   Not applicable.

(b)  - Reports on Form 8-K

         No reports on Form 8-K were filed for the three months ended September 30, 2001.

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                  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.

                                FARMERS NATIONAL BANC CORP.

Dated: November 13, 2001

/s/Frank L. Paden
Frank L. Paden
President and Secretary

 

Dated: November 13, 2001

/s/Carl D. Culp
Carl D. Culp
Executive Vice President
and Treasurer

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