-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CBQvM+ISvN/IIczMvcIkX9obrSQ2AxlcoWicBpxj2fksA7JHmQVXJdIHLUy1lYfM z8LfLEXkBBbW7g2qdIs5rw== 0000814178-98-000002.txt : 19980331 0000814178-98-000002.hdr.sgml : 19980331 ACCESSION NUMBER: 0000814178-98-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NATIONAL BANKSHARES CORP CENTRAL INDEX KEY: 0000814178 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 621306172 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-14252 FILM NUMBER: 98577430 BUSINESS ADDRESS: STREET 1: ONE CEDAR ST STREET 2: P O BOX 457 CITY: RONCEVERTE STATE: WV ZIP: 24970 BUSINESS PHONE: 3046474500 MAIL ADDRESS: STREET 1: P O BOX 457 STREET 2: ONE CEDAR STREET CITY: RONCEVERTE STATE: WV ZIP: 24970 10-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT UNDER SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 33-14252 FIRST NATIONAL BANKSHARES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) West Virginia 62-1306172 - -------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Cedar Street, Ronceverte, West Virginia 24970 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 647-4500 --------------- Securities registered pursuant to Sec. 12(b) of the Act- None Securities registered pursuant to Sec. 12(g) of the Act- None Securities issued pursuant to a registrant statement which became effective under the Securities Act of 1933- Common Stock, par value $5.00 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] Not subject to Section 16(a)requirements. As of February 28, 1998, the aggregate market value of the outstanding voting common stock held by nonaffiliates of the registrant was $9,186,520. This value is based on the price at which said stock was actually sold in a transaction known to management which took place on or about February 23, 1998, (management believes $56.00 was paid per share), since its stock is not extensively traded, listed on any exchange, or quoted by NASDAQ. The total number of shares of the registrant's common stock outstanding as of February 28, 1998, was 192,500 . ----------- Documents Incorporated by Reference: Part of Form 10-K into which Document the document is incorporated - --------- ----------------------------- Articles of Incorporation, from December 31, 1994 Report 10-K Part IV, Item 14 By-Laws, from December 31, 1994 Report 10-K Part IV, Item 14 Material Employment Contract, from December 31, 1994 Report 10-K Part IV, Item 14 Material Lease Contract, from March 31, 1997 Form 10-Q Part IV, Item 14 S-8 Registration Statement, from July 31, 1997 Form S-8 Part IV, Item 14 Specimen Copy of Incentive Stock Option Plan Agreement, from December 31, 1996 Report 10-K Part IV, Item 14 THIS REPORT CONTAINS 61 PAGES. THE INDEX TO EXHIBITS IS ON PAGE 56 . ---- ---- 1 FIRST NATIONAL BANKSHARES CORPORATION Form 10-K Table of Contents Page PART I Item 1 - Business..................................................3 Item 2 - Properties................................................6 Item 3 - Legal Proceedings.........................................6 Item 4 - Submission of Matters to a Vote of Security Holders.......6 PART II Item 5 - Market for the Registrant's Common Equity and Related Stockholder Matters.....................................6 Item 6 - Selected Financial Data...................................8 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation...................9-21 Item 8 - Financial Statements and Supplementary Data...........22-45 Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................46 PART III Item 10 - Directors and Executive Officers of the Registrant...47-49 Item 11 - Executive Compensation..................................50 Item 12 - Security Ownership of Certain Beneficial Owners and Management.........................................51-52 Item 13 - Certain Relationships and Related Transactions..........52 PART IV Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements..................................53 Signatures........................................................54 2 PART I ITEM 1 - BUSINESS Organizational History First National Bankshares Corporation (referred to in this report as "the Company") is a West Virginia corporation. It was organized on January 28, 1986, and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. The Company has one wholly-owned subsidiary, a national banking association which was known as The First National Bank in Ronceverte, until January, 1996, when the name was changed to First National Bank ("the Bank"). The Bank was originally organized and chartered in 1888, but was reorganized after the Great Depression and now operates under a charter dated 1933. Pursuant to a plan of reorganization, the Bank became a wholly-owned subsidiary of the Company on August 3, 1987. The Company's business activities are conducted through the Bank, as the Bank presently accounts for substantially all of the Company's assets, revenues and earnings. General The Bank is a Federally insured depository institution offering a wide variety of services that are typical of full service community banks from its main office located in Ronceverte and from its branch offices in Lewisburg and Charleston, West Virginia. In February of 1997, the Bank relocated its Lewisburg branch from its previously leased facility to a new bank-owned facility approximately one mile north of the leased location. The Bank accepts deposits primarily from customers located within its primary market area. The Bank offers both its individual and business customers assorted deposit products with various maturities and interest rates, including non-interest bearing and interest bearing demand deposits, savings deposits, certificates of deposit, club accounts and individual retirement accounts. The Bank offers automated teller machines (ATM's) which allow customers to make deposits, withdraw cash, purchase U.S. postage stamps, and transfer funds. In addition, the Bank offers automated telephone banking, whereby customers can use a touch-tone telephone to access account information and transfer funds between accounts. The Bank offers a full spectrum of lending services to its customers, including commercial loans and lines of credit, residential real estate loans, consumer installment loans and other personal loans. Loan terms, including interest rates, loan to value ratios, and maturities are tailored as much as possible to meet the needs of the borrower. Commercial loans are generally secured by various collateral, including commercial real estate, accounts receivable and business machinery and equipment. Residential real estate loans, which approximate 42% of loans outstanding at December 31, 1997, consist primarily of mortgages on the borrower's personal residence, and are typically secured by a first lien on the subject property. Consumer and personal loans are generally secured, often by first liens on automobiles, consumer goods or depository accounts. A special effort is made to keep loan products as flexible as possible within the guidelines of prudent banking practices in terms of interest rate risk and credit risk. Bank lending personnel adhere to established lending limits and authorities based on each individual's lending expertise and experience. The Bank does not currently participate in any indirect lending programs. The Bank's participation in lease financing is immaterial. When considering loan requests, the primary factors taken into consideration by the Bank are the cash flow and financial condition of the borrower, the value of the underlying collateral, if any, and the character and integrity of the borrower. These factors are evaluated in a number of ways including an analysis of financial statements, credit reviews and visits to the borrower's place of business. The Bank also offers a broad range of fiduciary services through its Trust Department, including the administration of trusts and decedents' estates and other personal and corporate fiduciary services. Personal fiduciary services include the settlement of estates, administration of various trusts, agency or custodial accounts, investment management and guardian services. Market Area The Bank's primary market area includes the cities of Ronceverte and Lewisburg and surrounding Greenbrier County, plus Charleston and surrounding Kanawha County. Greenbrier County is predominately rural and comprised of moderate income households. Major employment in the area includes agriculture, tourism, health care, education and light manufacturing. Unemployment rates in the Greenbrier county area often exceed the state average, with 1997's YTD unemployment rate being 8.2% versus a West Virginia state-wide average of 6.9%. (All unemployment data has been taken from the West Virginia State Bureau of Employment Programs world-wide-web page.) 3 The Charleston branch is located in Kanawha County, West Virginia. This area is home of the state capital and is the largest metropolitan area in West Virginia. Primary employment is related to various professional service industries, health care, state government, and the chemical industry. The Charleston area typically has unemployment rates far below the state average, with Kanawha County's 1997 YTD unemployment rate being only 4.8%. The Charleston MSA is much more insulated from economic downturns than the Greenbrier County area. Competition The banking and financial services business is highly competitive, especially in the Bank's market area. The Bank's principal competitors in Greenbrier County include four other commercial banks, each of which are owned by statewide or regional bank holding companies. As of December 31, 1997, management estimates that the Bank had deposits representing an estimated 14% of total deposits and loans representing an estimated 15% of total loans of all five commercial banks servicing its market area. In addition, the Bank also competes for loans, deposits and trust accounts with other regional banks, credit unions, savings and loan associations, consumer finance companies, insurance companies and direct lending agencies affiliated with Federal and state governments. The Charleston area is serviced by the state's four largest banking organizations, as well as several small independent banks. Currently, the Company's market share is estimated to be less than 2% for both deposits and loans. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers. In order to compete with the other financial services providers, the Bank principally relies upon local promotional activities, personal relationships established by officers, directors and employees with its customers, and specialized services tailored to meet its customers' needs. The Bank generates new business primarily through newspaper and radio advertising, referrals and direct-calling efforts. Referrals for new business come from Company directors, present customers of the Bank and professionals such as attorneys and accountants. Supervision and Regulation The Company is subject to regulation under the Bank Holding Company Act of 1956, as amended ("the Act"). The Act requires the prior approval of the Federal Reserve Board for a bank holding company to acquire or hold more than a 5% voting interest in any bank. The Act further restricts bank holding company non-banking activities to those which are determined by the Federal Reserve Board to be closely related to banking and a proper incident thereto. The Bank is a national banking association chartered under the laws of the United States. As such, the operations of the Bank are subject to the regulations of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation ("the FDIC") and West Virginia law. The Bank is also subject to periodic examination by the Comptroller of the Currency. Capital Standards - The Federal Reserve Board and the OCC have adopted risk-based minimum capital guidelines intended to provide a measure of capital that reflects the degree of risk associated with a banking organization's operations for both transactions reported on the balance sheet as assets and transactions, such as letters of credit and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as business loans. A banking organization's risk-based capital ratios are obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists primarily of common stock, retained earnings, noncumulative perpetual preferred stock (cumulative perpetual preferred stock for bank holding companies) and minority interests in certain subsidiaries, less most intangible assets. Tier 2 capital may consist of a limited amount of the allowance for possible loan and lease losses, cumulative preferred stock, long term preferred stock, eligible term subordinated debt and certain other instruments with some characteristics of equity. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. Failure to meet applicable capital guidelines could subject the Company to a variety of enforcement remedies available 4 to the federal regulatory authorities, including limitations on the ability to pay dividends or the issuance of a directive to increase capital, and termination of deposit insurance by the FDIC. Regulatory capital ratios of the Bank are set forth in Note 12 to the Consolidated Financial Statements which are included in Item 8 of this filing. Federal Deposit Insurance Corporation Improvement Act of 1991 - In December, 1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Corporation Act and made revisions to several other banking statutes. FDICIA establishes a new regulatory scheme, which ties the level of supervisory intervention by bank regulatory authorities primarily to a depository institution's capital category. Among other things, FDICIA authorizes regulatory authorities to take "prompt corrective action" with respect to depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: well-capitalized, adequately-capitalized, under-capitalized, significantly-under-capitalized and critically-under-capitalized. By regulation, an institution is "well-capitalized" if it has a total risk based capital ratio of 10% or greater, a Tier 1 risk- based capital ratio of 6% or greater and a Tier 1 leverage ratio of 5% or greater and is not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure. The Company's banking subsidiary was a "well-capitalized" institution as of December 31, 1997. Another requirement of FDICIA is that federal banking agencies must prescribe regulations relating to various operational areas of banks and bank holding companies. These include standards for internal audit systems, loan documentation, information systems, internal controls, credit underwriting, interest rate exposure, asset growth, compensation, a maximum ratio of classified assets to capital, and such other standards as the agency deems appropriate. Community Reinvestment Act - The Bank is subject to the provisions of the Community Reinvestment Act ("CRA") which requires banks to assess and help meet the credit needs of the community in which the bank operates. The OCC examines the Bank to determine its level of compliance with CRA. The OCC and the Federal Reserve Board are required to consider the level of CRA compliance when regulatory applications are reviewed. In its most recent CRA examination, the Company's banking subsidiary was given an "outstanding" CRA rating. Reigle-Neal Interstate Banking Bill - In 1994, Congress passed the Reigle-Neal Interstate Banking Bill (the "Bill"). This Bill permitted certain interstate banking activities through a holding company structure, effective September 30, 1995. It permits interstate branching by merger effective June 1, 1997, unless states "opt-out" before that date. In March, 1996, West Virginia adopted changes to its banking laws so as to permit interstate banking and branching to the fullest extent permitted by the Bill. The Bill will also permit consolidation of banking institutions across state lines and perhaps de novo entry. One result of the Bill could be increased competitiveness, due to the realization of economies of scale and/or de novo market entrants, where permitted. Deposit Acquisition Limitation - Under West Virginia law, an acquisition or merger is not permitted if the resulting depository institution or its holding company would assume additional deposits to cause it to control deposits in the State of West Virginia in excess of twenty five percent (25%) of the total amount of all deposits held by insured depository institutions in West Virginia. This limitation may be waived by the Commissioner of Banking for good causes shown. Monetary Policies - The monetary policies of regulatory authorities, including the Federal Reserve Board, have a significant effect on the operating results of banks and bank holding companies. The nature of future monetary policies and the effect of such policies on the future business and earnings of the Company and the Bank cannot be predicted. Employees At December 31, 1997, the Bank employed 40 full-time and 3 part-time employees. The Company has no employees who are not also employees of the Bank. Such employees are not represented by any collective bargaining unit, and management believes its employee relations are good. Statistical Information The disclosures required by Industry Guide 3 - Statistical Disclosure by Bank Holding Companies are included in "Item 6 - Selected Financial Data" on page 8 and "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 9 to 21 of this report, and are incorporated herein by reference. 5 ITEM 2 - PROPERTIES The Bank owns its principal office at One Cedar Street in Ronceverte, West Virginia. The building is fully used by the Bank in its operations. It also owns an adjacent drive-in banking facility that provides drive-in services, as well as customer parking for the principal office of the Bank. The lease on the Bank's former Lewisburg branch commenced April 1, 1986, and ran for a 10-year term, expiring in March of 1996. Bank Management and the Board of Directors opted to renegotiate the lease in an attempt to reduce the annual cost to the Bank, as well as to evaluate other branch options. Negotiations did not result in a mutually satisfactory agreement, and the Board of Directors voted not to renew the current lease, but to commence with the purchase of land and the construction of a new branch location. The former branch facility was leased on a month-to-month basis through January, 1997. The Company completed construction of a new branch facility and commenced operations on January 27, 1997. The new branch facility is located on U.S. Route 219, approximately 1 mile north of the previous branch location, and is expected to be fully used in the Bank's operations. Management does not anticipate that this action will have any significant impact on its financial position, other than the reduction in lease expense which is largely negated by the increased depreciation expense and ongoing costs of ownership. The Charleston branch is located in Laidley Tower, a multi-story office building in downtown Charleston, WV. Effective May 1, 1996, the Company entered into a 10-year non-cancelable lease agreement to occupy approximately 4,532 square feet of the building. Additional information related to this lease can be found in Note 12 of the Notes to Consolidated Financial Statements which is included in Item 8 of this filing. The Bank's properties and leased facilities are considered well suited for its current needs. Both the main office located in Ronceverte, WV, and the branch location in Lewisburg, WV, have full-service banking available, including drive-in banking services. Space at both locations is ample, and no significant modifications are required at either location. The branch facility in Charleston is also a full-service branch offering the same services as the other locations, except it offers no drive-in banking services. ITEM 3 - LEGAL PROCEEDINGS The Company and the Bank are not currently involved in any material legal proceedings, other than routine litigation incidental to their business, which involve them or any of their properties. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of the security holders of the Company, through the solicitation of proxies or otherwise, during the fourth quarter of 1997. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - -------------------------------------------------------------------------------- As of December 31, 1997, the Company's common stock was held by approximately 463 stockholders of record. There is no active or organized trading market for the common stock of the Company. The stock of the Company is traded on a limited basis in privately negotiated transactions. At present, there is no market maker for the Company's common stock. Accordingly, bid and ask prices are not available for the stock of the Company and the prices shown below may not be indicative of prices which would prevail if the stock were more actively traded. While management occasionally knows of the actual price paid for its common stock in a transaction, management is not aware of prices paid in most, and sometimes all, sales of the Company stock since such transactions are privately negotiated. However, in some of these transactions, individuals have called the Company and asked for a value for its common stock. In response to such inquiries, the Company provides the individual with the book value of its common stock as of the end of the most recent quarter, as well as the most recent price per share paid in transactions known to management. Stock trades during 1997 that were known to management took place at $50.00 to $56.00 per share, with the most recent known transactions having a per share price of $56.00. The following high and low prices are the book values of a share of the Company's common stock at the beginning and end of each of the quarters shown below. These may represent amounts which may have been paid for the common stock of the Company during the periods indicated, 6 however management makes no representations concerning trades that were conducted privately. - ------------------------------------------------------------------------------- Book Value Book Value 1997 1996 --------------- -------------- High Low High Low First Quarter ..................$ 46.44 $46.19 $44.16 $44.04 Second Quarter ................. 46.95 46.69 45.02 44.64 Third Quarter .................. 47.80 47.29 45.42 45.28 Fourth Quarter ................. 48.44 48.07 45.93 45.84 - ------------------------------------------------------------------------------- A summary of dividends per share declared during 1997 and 1996 follows: - ------------------------------------------------------------------------------- 1997 1996 -------- -------- First Quarter $ 0.40 $ 0.33 Second Quarter 0.40 0.33 Third Quarter 0.40 0.33 Fourth Quarter 0.40 0.40 - ------------------------------------------------------------------------------- The Company plans to continue the pattern of declaring quarterly dividends in the future at a rate consistent with its historical payout ratios. Payment of dividends by the Company is dependent upon payments to it from the subsidiary bank. The ability of the subsidiary bank to pay dividends is subject to certain limitations under banking regulations. These limitations are discussed in Note 14 of the Notes to Consolidated Financial Statements, which are included in Item 8 of this filing. 7 ITEM 6. - SELECTED FINANCIAL DATA (Dollars in thousands, except per share data and ratios) 1997 1996 1995 1994 1993 SUMMARY OF OPERATIONS Interest income .................. $ 7,041 $ 6,166 $ 5,688 $ 5,599 $ 5,926 Interest expense ................. 3,077 2,393 2,115 2,089 2,359 Net interest income .............. 3,964 3,773 3,573 3,510 3,568 Provision for loan losses ........ 31 0 0 123 459 Non-interest income .............. 422 433 415 419 366 Non-interest expense ............. 3,087 3,140 2,920 3,100 2,815 Income before income taxes ....... 1,268 1,066 1,068 706 659 Income before cumulative effect of change in accounting principle . 792 736 767 542 498 Net income ....................... 792 736 767 542 298 PER SHARE DATA Income before cumulative effect of change in accounting principle . $ 4.11 $ 3.82 $ 3.98 $ 2.82 $ 2.59 Net income: Basic ....................... 4.11 3.82 3.98 2.82 1.55 Diluted...................... 4.11 3.82 3.98 2.82 1.55 Cash dividends declared .......... 1.60 1.39 1.20 1.00 0.90 Book value per share ............. 48.44 45.93 43.72 37.98 39.56 AVERAGE BALANCE SHEET SUMMARY Loans, net of unearned discount and reserve ........... $63,620 $48,037 $41,853 $40,954 $44,532 Securities ....................... 18,646 23,341 27,321 31,722 28,261 Deposits ......................... 75,149 69,838 66,367 72,082 72,584 Long-Term Debt ................... 3,862 -- -- -- -- Shareholders' equity ............. 9,239 8,672 8,223 7,779 7,616 Total assets ..................... 90,824 79,985 75,351 80,274 80,615 AT YEAR END Loans, net of unearned discount and reserve .......... $69,108 $52,800 $45,773 $38,766 $45,240 Securities ....................... 17,311 22,617 24,015 30,802 29,518 Deposits ......................... 78,336 73,316 66,166 69,685 73,543 Long-Term Debt ................... 5,500 -- -- -- -- Shareholders' equity ............. 9,325 8,841 8,415 7,311 7,487 Total assets ..................... 95,430 83,668 75,455 77,738 81,615 SELECTED RATIOS Return on average assets (1) ..... 0.87% 0.92% 1.02% 0.68% 0.62% Return on average equity (1) ..... 8.57 8.49 9.33 6.97 6.54 Average equity to average assets . 10.17 10.84 10.91 9.69 9.45 Dividend payout ratio (1) ........ 38.92 36.35 30.12 35.52 34.76 (1) - Before cumulative effect of change in accounting principle during 1993.
8 ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction The following is a discussion and analysis focused on significant changes in the financial condition and results of operations of the Company for the applicable periods covered by the consolidated financial statements appearing in Item 8 of this report. The statements contained in this discussion may include forward-looking statements based on management's current expectations, and actual results may differ materially. This discussion and analysis should be read in conjunction with such financial statements and the accompanying notes thereto. Certain amounts in this discussion, as previously presented, have been reclassified for prior years to conform to current year classifications. Amounts and percentages have been rounded for purposes of discussion. First National Bankshares Corporation (the "Company"), incorporated under the laws of the State of West Virginia in 1986, is a one bank holding company headquartered in Ronceverte, West Virginia. The Company owns 100% of the outstanding common stock of First National Bank ("the Bank"), which comprises substantially all of the Company's assets and liabilities, and from which the Company presently derives all of its earnings. Earnings Summary The Company reported net income of $792,000 for 1997, representing an increase of $56,000 or 7.6% over the $736,000 reported for 1996. This increase in 1997 earnings was largely attributable to an increase in net interest income of $191,000 primarily due to growth in the Company's earning assets, and a $53,000 decrease in non-interest expense. These improvements were partially offset by an increased Provision for Loan Losses, decreased non-interest income, and increased Federal and State income taxes. Net income of $792,000 for 1997 represents the highest earnings year in the Company's history. Those factors significantly influencing results of operations are included in the following discussion. On a per share basis, net income was $4.11 in 1997, $3.82 in 1996, and $3.98 in 1995. An analysis of the changes in earnings per share by major statement of income component is presented in the following table: - -------------------------------------------------------------------------------- 1997 1996 vs. vs. 1996 1995 ---------- ---------- Basic earning per common share, prior year $ 3.82 $ 3.98 Increase (decrease) from changes in: Net interest income 1.00 1.04 Provision for loan losses (0.16) -- Other income (0.06) (0.09) Other expenses 0.28 (1.14) Income taxes (0.77) (0.15) ---------- ----------- Basic earning per common share $ 4.11 $ 3.82 ========= ========== - ------------------------------------------------------------------------------- Return on average assets (ROA), a measure of how effectively the Company utilizes its assets to produce net income, was 0.87% for 1997, compared to 0.92% for 1996 and 1.02% for 1995. Return on average equity (ROE), which measures earnings performance relative to the total amount of equity capital invested in the Company, was 8.57% in 1997, 8.48% in 1996, and 9.33% in 1995. The decrease in ROA is primarily due to the Company's lower net interest margin during 1997 in comparison with previous years. The fluctuations in the Company's ROE is directly attributable to changes in earnings levels over the past three years. Net Interest Income The most significant component of the Company's net earnings is net interest income, which represents the excess of interest income earned on loans, securities and other interest earning assets over interest expense on deposits. Net interest income is influenced by changes in volume resulting from growth and alteration of the balance sheet's composition, as well as by fluctuations in market interest rates and maturities of sources and uses of funds. Net interest income is presented and discussed in this section on a fully Federal tax-equivalent basis to enhance the comparability of the performance of tax-exempt securities to other fully taxable earning assets. For the years ended 1997, 1996, and 1995, tax-equivalent adjustments of $102,000, $109,000, and $121,000, respectively, are included in interest income, 9 and were computed assuming a tax rate of 34.0% in all periods. For the year 1997, the Company's adjusted tax-equivalent net interest income, as adjusted, increased $186,000 or 4.79% to $4,068,000 as compared to $3,882,000 and $3,694,000 in 1996 and 1995, respectively. This increase was attributable to overall growth in the loan portfolio which is the Bank's highest-yielding earning asset. The Company's net interest margin decreased from the previous year to 4.75% in 1997 compared with 5.15% in 1996 and 5.16% in 1995. This decrease is due primarily to an increase in the cost of the Company's interest-bearing liabilities. It is expected that the Company's net interest margin will remain consistent with 1997's levels in 1998. Further analysis of the Company's yields on interest earning assets and interest bearing liabilities and changes in net interest income as a result of changes in average volume and interest rates are presented in TABLES I and II. Provision for Loan Losses The provision for loan losses represents charges to earnings necessary to maintain the allowance for loan losses at a level which is considered adequate in relation to the estimated risk inherent in the loan portfolio. Management considers various factors in determining the amount of the provision for loan losses including overall loan quality, changes in the mix and size of the loan portfolio, previous loss experience and general economic conditions. During 1997, the Company made a provision for loan losses of $31,000. No provision for loan losses was considered necessary during 1996 or 1995. The decision to resume the provision during 1997 was made to provide for potential losses in the loan portfolio resulting from rapid increases in loan volume during 1996 and 1997. During the past three years, the low level of loan loss provisions reflects management's general loan underwriting standards, which generally requires collateral to provide additional security against possible losses. See the ALLOWANCE FOR LOAN LOSSES AND RISK ELEMENTS section of this discussion for additional information related to the adequacy of the provision for loan losses. 10 TABLE I AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Dollars in thousands) 1997 1996 1995 ------------------------------ --------------------------- --------------------------- Average Yield/ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Balance Interest Rate INTEREST EARNING ASSETS Loans, net of unearned disc.(1) $ 63,620 $ 5,811 9.13% $ 48,037 $ 4,667 9.72% $ 42,632 $ 4,018 9.42% Securities: Taxable 14,527 841 5.79 18,855 1,072 5.69 22,494 1,337 5.94 Tax-exempt (2) 4,119 303 7.32 4,486 321 7.16 4,827 355 7.35 ----------- ------- ----- -------- ------ ------ ---------- ------ ----- Total securities 18,646 1,144 6.13 23,341 1,393 5.97 27,321 1,692 6.19 ----------- ------- ----- -------- ------ ------ ---------- ------ ----- Federal funds sold 3,447 190 5.51 4,049 215 .31 1,635 99 6.05 ----------- ------- ----- -------- ------ ----- ---------- ------ ----- Total interest earnings assets 85,713 7,145 8.33 75,427 6,275 8.32 71,588 5,809 8.11 ----------- ------- -------- --------- NON INTEREST EARNING ASSETS Cash and due from banks 2,554 2,475 2,227 Bank premises and equipment 2,092 1,499 1,071 Other assets 1,104 1,194 1,224 Allowance for loan losses (639) (610) (759) ----------- -------- --------- Total assets $ 90,824 $ 79,985 75,351 =========== ======== ========= INTEREST BEARING LIABILITIES Demand deposits $ 12,953 $ 344 2.66% $13,449 360 2.67 $ 13,298 354 2.66 Savings deposits 22,108 868 3.93 20,419 727 3.56 20,075 703 3.50 Time deposits 29,992 1,543 5.14 26,325 1,293 4.91 23,744 1,058 4.45 ----------- ------- ------ ------- ------- ------ ---------- ------ ------- Total interest bearing deposits 65,053 2,755 4.24 60,193 2,380 3.95 57,117 2,115 3.70 Repurchase Agreements 1,426 56 3.93 320 13 4.17 0 0 0.00 Federal Funds Purchased 126 7 4.76 0 0 0.00 0 0 0.00 Long-term FHLB borrowings 3,862 259 6.71 0 0 0.00 0 0 0.00 ----------- ------- ------ ------- ------ ----- ---------- ------ ------ Total interest bearing liabilities 70,467 3,077 4.37 60,513 2,393 3.95 57,117 2,115 3.70 NON INTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 10,096 9,645 9,250 Other liabilities 1,022 1,155 569 Shareholders' equity 9,239 8,672 8,415 ----------- ------ ---------- Total liabilities and shareholders' equity $ 90,824 $79,985 $ 75,351 =========== ======= ========== NET INTEREST EARNINGS $ 4,068 $ 3,882 $3,694 ======= ======== ====== NET YIELD ON INTEREST EARNING ASSETS 4.75% 5.15% 5.16% ===== ====== ===== (1) - For purposes of this table, nonaccruing loans are included in average loan balances. Loan fees are also included in interest income. (2) - Computed on a fully Federal tax-equivalent basis using the rate of 34% for all years.
11 - ------------------------------------------------------------------------------ TABLE II CHANGE IN INTEREST INCOME AND EXPENSE DUE TO CHANGES IN AVERAGE VOLUME AND INTEREST RATES (1) (Dollars in thousands)
1997 vs. 1996 1996 vs 1995 ------------------------------------------------------------------------------- Increase (Decrease) Increase (Decrease) Due to Change in: Due to Change in: Volume Rate Total Volume Rate Total INTEREST EARNING ASSETS Loans $ 1,437 $ (293) $ 1,144 $ 522 $ 127 $ 649 Securities: Taxable (250) 19 (231) (209) (56) (265) Tax-exempt (2) (26) 7 (19) (25) (9) (34) ----------- ---------- ----------- ---------- ---------- ---------- Total securities (276) 26 (250) (234) (65) (299) ----------- ---------- ----------- ---------- ---------- ---------- Federal funds sold (33) 8 (25) 128 (12) 116 ---------- ---------- --------- Total interest earning assets 1,128 (259) 869 416 50 466 ----------- ---------- ----------- ---------- ---------- --------- INTEREST BEARING LIABILITIES Demand deposits (13) (3) (16) 4 2 6 Savings deposits 63 78 141 12 12 24 Time deposits 186 64 250 120 115 235 Repurchase Agreements 43 0 43 13 0 13 Federal Funds purchased 6 0 6 0 0 0 Long-term FHLB borrowings 259 0 259 0 0 0 ----------- ---------- ----------- --------- ---------- --------- Total interest bearing liabilities 544 139 683 149 129 278 ----------- ---------- ----------- ---------- ---------- --------- NET INTEREST EARNINGS $ 584 $ (398) $ 186 $ 267 $ (79) $ 188 =========== ========== =========== ========== ========== ========= (1) - The change in interest due to both rate and volume has been allocated between the factors in proportion to the relationship of the absolute dollar amounts of the change in each. (2) - Calculated assuming a fully tax-equivalent basis using the rate of 34%.
- -------------------------------------------------------------------------------- 12 Non-interest Income Non-interest income includes revenues from all sources other than interest income and yield related loan fees. Noninterest income totaled $422,000, $433,000, and $415,000 for the years ended December 31, 1997, 1996, and 1995, or 5.65%, 6.56%, and 6.80% of total income, respectively. 1997's non-interest income of $422,000 was down 2.5% from $433,000 in 1996, but was increased over 1995's level of $415,000. The following table details the components of non-interest income earned by the Company in 1997, 1996, and 1995, as well as the percentage increase (decrease) in each over the prior year. - --------------------------------------------------------------------------------
1997 1996 1995 ------------------------------------------------- Percent Percent Amount Change Amount Change Amount Trust department income ........ $ 65,000 (1.5)% $ 66,000 (52.5%) $139,000 Service fees and commissions ... 277,000 10.4 251,000 20.1 209,000 Securities Gains (Losses), Net . 0 (100.0) 1,000 0.0 1,000 Gain on Flood Insurance Proceeds 0 (100.0) 39,000 n/a 0 Other .......................... 80,000 5.3 76,000 15.2 66,000 -------- ------- -------- ------- -------- Total ....................... $422,000 (2.5%) $433,000 4.3% $415,000 ======== ===== ======== ======= ========
- -------------------------------------------------------------------------------- Trust income during 1997 remained relatively consistent with the previous year, falling only $1,000 or 1.5%. The higher level of trust department income in 1995 resulted primarily from the administration of a single large estate which was settled during 1996. Estates and other trust services tend to fluctuate from year to year, and trust revenues are currently expected to increase from 1997's level during 1998. Service fees and commissions increased by $26,000, or 10.4% to $277,000 in 1997 due to a concentrated effort by the Bank to increase its fee income on deposit products and other services. This concentrated effort to increase fee income was implemented by management in mid-1996, and the results of this practice have created significant increases in both 1997 and 1996 in comparison with 1995's levels. Management will continue to seek new ways of increasing the Company's fee income in the future through new product offerings and the restructuring of existing products. During 1996, the Company realized a net gain of $39,000 from insurance proceeds received as a result of flood damage to the Bank's main banking facility. A total of $55,000 in direct flood-related expenses were offset by $94,000 in insurance proceeds. All excess monies were invested in additional fixed assets and are being depreciated over their estimated useful lives in accordance with generally accepted accounting principals. Other income also remained relatively consistent with the prior year, increasing only $4,000, or 5.3%. Non-interest Expense Non-interest expense comprises overhead costs which are not related to interest expense or to losses from loans or securities. The following table itemizes the primary components of non-interest expense for 1997, 1996 and 1995, and the percentage increase (decrease) in each over the prior year. - --------------------------------------------------------------------------------
1997 1996 1995 ----------------------------------------------------- Percent Percent Amount Change Amount Change Amount Salaries and employee benefits ... $1,639,000 0.7% $1,628,000 10.7% $1,470,000 Net occupancy expense ............ 280,000 (4.1) 292,000 19.7 244,000 Equipment rental, depreciation and maintenance ............... 252,000 16.7 216,000 4.3 207,000 Federal deposit insurance premiums 7,000 133.3 3,000 (96.3) 80,000 Data processing .................. 133,000 (16.9) 160,000 (9.1) 176,000 Advertising ...................... 77,000 0.0 77,000 (15.4) 91,000 Professional & legal ............. 103,000 (7.2) 111,000 (15.9) 132,000 Mailing and postage .............. 76,000 (6.2) 81,000 22.7 66,000 Directors' fees and shareholders' expense ........ 102,000 10.8 92,000 15.0 80,000 Stationary & supplies ............ 95,000 (2.1) 97,000 64.4 59,000 Other ............................ 323,000 (15.7) 383,000 21.6 315,000 ---------- ------- ---------- ------ ---------- Total ......................... $3,087,000 (1.7%) $3,140,000 7.5% $2,920,000 ========== ======== ========== ====== ==========
- -------------------------------------------------------------------------------- Non-interest expense decreased $53,000, or 1.7%, compared to 1996, primarily due to a focus on cost controls and 13 expense cuts throughout the Company. Salaries and employee benefits represent the Company's largest non-interest cost, comprising approximately 53.1% of total non-interest expense in 1997 and 51.9% in 1996. The slight dollar increase in salaries and employee benefits in 1997 compared to 1996 is due primarily to normal merit increases for the existing staff, plus the elimination of two positions during 1997 which were offset by a full year of salary and benefit expense for the Charleston staff. The net impact of these items resulted in an increase of only $11,000, or 0.7%. The Company also realized a savings in employee benefits by eliminating an existing profit sharing plan effective September 30, 1997. Under the previous plan, the Company made contributions to a profit sharing plan throughout the year, periodically disbursing the proceeds to eligible employees. This plan has been replaced through an increase in the Company's matching contribution to employees' 401(k) accounts from 3.5% of gross pay to 5.0% gross pay beginning in 1998. The net impact of this change is anticipated to reduce the Company's benefits expense during the next year, as not all employees are currently taking full advantage of the 401(k) match. Decreased occupancy and equipment costs in 1997 is largely a result of the elimination of certain building maintenance and upgrade projects which were performed during 1996. This decrease was partially offset by the additional depreciation expense on furnishings, computers and other equipment acquired in connection with the new Charleston office and the additional lease expense for the new Charleston office. These factors combined for a net decrease in occupancy and equipment costs of 4.1%, or $12,000. Federal Deposit insurance premiums increased by $4,000 in 1997, after falling by $77,000 1996. These fluctuations were due to general changes in FDIC assessment premiums realized throughout the banking industry. Stationary and supplies expense remained consistent in 1997 versus 1996. However, 1996's level is markedly higher than 1995's level of $59,000 due to the Company's purchase of stationary and supplies for the new Charleston office, and the additional office expenses associated with the new branch location. Advertising and promotion expenses in 1997 remained constant with the prior year at $77,000. Directors' fees and shareholders' expense increased 10.8%, or $10,000 due to general increases in the cost of the Company's annual report and annual shareholders' meeting. Income Taxes The Company's income tax expense, which includes both Federal and State income taxes, totaled $476,000 or 37.5% of pre-tax income in 1997, compared to $330,000 or 30.9% in 1996, and $301,000 or 28.2% in 1995. For financial reporting purposes, income tax expense does not equal the Federal statutory income tax rate of 34% when applied to pre-tax income, primarily because of State income taxes and interest income derived from tax-exempt securities. The increase in the Company's effective tax rate is attributable to a disproportionate increase in taxable income (primarily from loan growth and decreased expense levels) in comparison to non-taxable income. There was no increase in tax-exempt income for the Company during 1997, therefore tax-exempt interest income represented a much smaller percentage of the company's profit before taxes. Additional details relative to the Company's income taxes are included in Note 9 to the accompanying consolidated financial statements. Changes in Financial Position Total assets increased $11,762,000 or 14.1% to $95,430,000 at year end 1997 compared to $83,668,000 at year end 1996. This increase in total assets resulted from an increase in total deposits of $5,020,000 or 6.8%, and the addition of $5,500,000 in long-term debt from the Federal Home Loan Bank of Pittsburgh ("FHLB"). (For additional information on these borrowed FHLB funds, please refer to the Long Term Borrowings section below, as well as Note 8 to the consolidated financial statements.) These funds were primarily invested in loans due to an increase in overall loan demand. Average Company total assets also increased, up 13.6% from $79,985,000 during 1996 to $90,824,000 during 1997. TABLE I presents the Company's average balance sheet composition for the years ended 1997, 1996 and 1995. Net premises and equipment, the Company's most substantial non-earning asset, increased by $108,000 to $2,073,000 at year-end 1997 compared to year-end 1996, an increase of 5.5%. This increase is primarily attributable to the additional fixed assets connected with the new Lewisburg branch facility and a substantial investment in new computer local- and wide-area networks and related assets as part of the Bank's commitment to improving its technological substructure. Management believes that the Company is now well prepared to meet the continuing trends in technological growth. A discussion of the significant fluctuations in components of the Company's balance sheet follows. Securities The Company has classified a portion of its securities portfolio as available for sale to permit sufficient flexibility in regard to the Company's asset/liability management program. Securities classified as available for sale are carried at fair value 14 with unrealized gains and losses reported as a separate component of shareholders' equity, net of deferred income taxes. The Company does not hold any securities for trading purposes. The total securities portfolio decreased $5,306,000 or 23.5% to $17,311,000 at December 31, 1997, compared to December 31, 1996. Additionally, average total securities decreased from $23,341,000 during 1996 to $18,646,000 during 1997, a decrease of 20.1%. Securities represented 18.1% of total assets at December 31, 1997 compared to 27.0% at year-end 1996. This decrease resulted from management's shift in funds from securities to higher-yielding loans due to increased loan demand. This movement of funds from securities to loans was a gradual process occurring as various securities reached their scheduled maturity dates. No securities were sold to fund loan growth or meet other liquidity needs. At year end 1997, the Company had an unrealized gain on securities classified as available for sale of less than $1,000 net of applicable deferred income taxes. This is substantially unchanged from 1996's net unrealized gain of less than $1,000, net of applicable deferred income taxes. The Company had approximately 71% of its securities portfolio classified as held-to-maturity at year-end 1997, compared to approximately 83% at year-end 1996. This level of held-to-maturity securities was deemed acceptable due to the large percentage of securities that are maturing during 1998, combined with the Company's ample liquidity. As a general rule, the Company classifies all new securities purchases as available-for-sale. Details as to the amortized cost and estimated fair values of the Company's securities by type are presented in Note 3 of the Notes to Consolidated Financial Statements, included in Item 8 of this filing. At December 31, 1997, the Company did not own securities of any one issuer, other than the U.S. Government or its agencies, that exceeded ten percent (10.0%) of shareholders' equity. The distribution of non-equity securities together with the weighted average yields by maturity at December 31, 1997 are summarized in TABLE III. 15 - -------------------------------------------------------------------------------- TABLE III SECURITY MATURITY ANALYSIS (2) (At amortized cost, dollars in thousands)
After One After Five Within but within but within After One Year Five Years Ten Years Ten Years -------------------- ----------------------- -------------------- ------------------ Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1) Securities Held to Maturity U.S. Treasury securities $ 500 5.49% $ - - % $ - - % $ - - % U.S. Government agencies and corporations 3,002 5.72 4,230 5.25 - - - - Corporate debt securities 500 5.12 - - - - - - State and political subdivisions 350 3.71 1,231 4.21 2,508 4.25 - - --------- ---------- --------- ------- Total $ 4,352 5.61 $ 5,461 4.90 $ 2,508 4.25 $ - - ========= ========== ========= ======= Securities Available for Sale U.S. Treasury securities $ 1,994 5.58% $ - - % $ - - % $ - - % U.S. Government agencies and corporations 953 6.51 1,502 5.84 - - - - Other - - - - - - - - --------- ---------- --------- ------- Total $ 2,947 5.89 $ 1,502 5.84 $ - - $ - - ========= ========== ========= ======= (1) -- Weighted average yield presented without adjustment to a tax equivalent basis. (2) - Excludes Federal Reserve Bank and Federal Home Loan Bank stock which are considered equity securities.
- -------------------------------------------------------------------------------- Loans During 1997, loans, net of unearned income, increased $16,290,000, or 30.5%, to $69,744,000 from $53,454,000 at year end 1996. Average loans outstanding, net of unearned income, increased from $48,037,000 in 1996 to $63,620,000 in 1997, or 32.4%. A summary of the Company's year-end loan balances by type, as well as an analysis of the increase (decrease) in such balances from December 31, 1996 to December 31, 1997, is summarized in the following table. - -------------------------------------------------------------------------------- Percent Increase 1997 (Decrease) 1996 ------------ ----------- ----------- Commercial, financial and agricultural $29,431,000 50.3% $19,579,000 Real estate - construction ........... 3,515,000 46.7 2,396,000 Real estate - mortgage ............... 29,067,000 21.0 24,031,000 Installment .......................... 6,389,000 2.2 6,254,000 Other ................................ 1,366,000 5.2 1,299,000 ----------- ----------- $69,768,000 30.3 $53,559,000 LESS: Unearned Discount .......... 24,000 105,000 ----------- ----------- TOTAL LOANS .......................... $69,744,000 30.5 $53,454,000 =========== =========== - -------------------------------------------------------------------------------- The increase in loans is primarily attributable to growth in commercial and commercial real estate loans as well as mortgage loans. This growth represents an effort by the Bank to increase its market share and loan portfolios. It is expected that growth will continue, most notably in the commercial and commercial real estate portfolios, as the Bank continues its concentrated effort to obtain new high-quality commercial customers. A summary of loan maturities by loan type as of December 31, 1997 is included in Note 4 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. 16 Allowance for Loan Losses and Risk Elements The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The Company's management, on a quarterly basis, performs a comprehensive loan evaluation which encompasses the identification of all potential problem credits, which are included on an internally generated watch list. The identification of loans for inclusion on the watch list is facilitated through the use of various sources, including past due loan reports, previous internal and external loan evaluations, classified loans identified as part of regulatory agency loan reviews and reviews of new loans representative of current lending practices within the Bank. Once this list is reviewed to ensure it is complete, detail reviews of specific loans for collectibility, performance and collateral protection are performed. A grade is assigned to the individual loans reviewed utilizing internal grading criteria, which is somewhat similar to the criteria utilized by the Bank's primary regulatory agency. Based on the results of these reviews, specific reserves for potential losses are identified. In addition, management considers historical loan loss experience, new loan volume, portfolio composition, levels of non-performing and past due loans and current and anticipated economic conditions in evaluating the adequacy of the allowance for loan losses. As more fully explained in Notes 1 and 5 of the Notes to Consolidated Financial Statements included in Item 8 of this filing, certain impaired loans are required to be reported at the present value of expected future cash flows discounted using the loan's original effective interest rate or, alternatively, at the loan's observable market price, or at the fair value of the loans' collateral if the loan is collateral dependent. There has been no significant change in the amount of loans considered impaired under the provision of SFAS No. 114, as amended. At December 31, 1997 and 1996, the allowance for loans losses of $636,000 and $654,000 represented 0.9% and 1.2% of gross loans, respectively, and was considered adequate to cover inherent losses in the subsidiary bank's loan portfolio as of the respective evaluation date. The Company maintains an allowance for loan losses at a level considered adequate to provide for losses that can be reasonably anticipated. The Company performs a quarterly evaluation of the loan portfolio to determine its adequacy. The evaluation is based on assessments of specifically identified loans, loss experience factors, current and anticipated economic conditions and other factors to identify and estimate inherent losses from homogeneous pools of loans. The allocated portion of the subsidiary bank's allowance for loan losses is established on a loan-by-loan and pool-by-pool basis. The unallocated portion is for inherent losses that may exist as of the evaluation date, but which have not been specifically identified by the processes used to establish the allocated portion due to inherent imprecision in the objective process of identification. The unallocated portion is subjective and requires judgment based on various qualitative factors in the loan portfolio and the market in which the Company operates. At December 31, 1997 and 1996, respectively, the unallocated portion of the allowance approximated $132,000 and $313,000 or 20.8% and 47.9% of the total allowance. This unallocated portion of the allowance was considered necessary based on consideration of the known risk elements in certain pools of loans in the loan portfolio (e.g. loan concentrations, new loan products, etc.) And management's assessment of the economic environment in which the Company operates. The unallocated amount at December 31, 1997 and 1996 has been considered necessary primarily considering that historical loss factors used in the Bank's methodology to calculate the allocated portion of the allowance do not yet reflect the additional risk factors which may be inherent in the portfolio due to recent loan growth. Despite an overall increase in loan volume since 1995, the year-end 1997 allowance is $18,000 less than 1996's year-end balance. This is due primarily to specific reserve allocations to several problem credits in prior years that have since been charged-off or paid-down. Management believes that the current allowance is sufficient to cover any potential losses in the current loan portfolio. An allocation of the allowance for loan losses to specific loan categories is presented in TABLE IV. 17 - ------------------------------------------------------------------------------- TABLE IV ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (Dollars in thousands) 1997 1996 1995 ----------------------------------------------------- Percent Percent Percent of Total of Total of Total Amount Loans Amount Loans Amount Loans Commercial, financial, and agricultural ...... $310 42.1% $136 36.6% $245 28.1% Real estate - construction -- 5.4 -- 4.5 -- 4.3 Real estate - mortgage ... 93 41.5 102 45.0 136 50.2 Installment .............. 101 9.1 103 11.5 101 14.0 Other .................... -- 1.9 -- 2.4 -- 3.4 Unallocated .............. 132 -- 313 -- 161 -- ---- ----- ---- ----- ---- ----- $636 100.0% $654 100.0% $643 100.0% ==== ===== ==== ===== ==== ===== - ------------------------------------------------------------------------------- The Bank was in a net loss position (more money was charged off than was recovered from previously charged-off loans) during 1997. Loan charge-offs, net of recoveries, for 1997 were $49,000 compared to ($11,000) and $209,000 in 1996 and 1995, respectively. Expressed as a percentage of average loans outstanding during 1997, 1996 and 1995, net loan charge-offs were 0.08%, (0.02%) and 0.49%, respectively. See Note 5 of the Notes to the Consolidated Financial Statements for an analysis of the activity in the Company's allowance for loan losses in 1997, 1996 and 1995. The following presents a summary of the Company's non-performing assets and accruing loans past due 90 days or more at December 31, 1997, 1996 and 1995. - ------------------------------------------------------------------------------- (in thousands) December 31, 1997 1996 1995 -------- ------ ------- Non-performing assets: Nonaccrual loans ...... $1,733 $ 161 $ 375 Other real estate owned 22 22 10 Restructured loans .... -- -- -- ------ ------ ------ $1,755 $ 183 $ 385 ====== ====== ====== Accruing loans past due 90 days or more ...$ -- $ -- $ -- ====== ====== ====== - -------------------------------------------------------------------------------- The Company places into nonaccrual status those loans which the full collection of principal and interest are unlikely or which are past due 90 or more days, unless the loans are adequately secured and in the process of collection. If interest on nonaccrual loans had been accrued, such income would have approximated $112,000, $15,000 and $41,000 in 1997, 1996 and 1995, respectively. Interest income recognized on nonaccrual loans and included in Company interest income is not material. The significant increase in nonaccrual loans in 1997 is partly due to a $1,148,000 commercial real estate credit placed on nonaccrual status on October 1, 1997. Subsequently, the commercial real estate loan has been brought current, the collateral value has been significantly improved through the injection of additional funds from the Borrower, and the original repayment plan has been resumed. Due to these facts, the Company placed the note back on accrual status in late January of 1998. No loss of principal is anticipated on this credit. Deposits Total deposits increased by 6.8% to $78,336,000 at December 31, 1997, from $73,316,000 at December 31, 1996. Average total deposits increased from $69,838,000 during 1996 to $75,149,000 during 1997, an increase of 7.6%. This increase is primarily the result of an increase in savings and time deposits from year end 1996 to year end 1997, as well as smaller increases in NOW accounts and Money Market demand accounts. Non-interest bearing deposits also increased slightly. The increase in interest-bearing deposits, primarily certificates of deposit, was an intention of management in order to provide funds for anticipated loan demand. The increase in savings deposits is largely due to a new savings deposit product that offers tiered yields based upon deposit balances. 18 Details relative to the maturities of and interest expense on time certificates of deposit of $100,000 or more are presented in Note 7 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Securities Sold under Agreements to Repurchase As more fully discussed in Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this filing, during 1996 the Bank became involved in repurchase agreements with certain commercial customers. The balances involved in repurchase agreements increased during 1997 as additional commercial accounts were obtained, and it is expected that these balances will continue to grow during 1998 as the Bank seeks additional commercial accounts. Interest paid on these borrowings is tied to the Federal Funds rate, depending on the outstanding deposit balances. Long-term borrowings Due to increased loan demand, the Company obtained a $5,000,000, 3-year advance from the Federal Home Loan Bank in March of 1997. In anticipation of an increase in interest rates on borrowed funds, the Company's subsidiary bank borrowed the funds from the FHLB of Pittsburgh to lock-in a funding source for its anticipated loan growth. For more information on this FHLB debt refer to Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Additionally, a real estate project benefiting low-income residents was funded in part through the FHLB's Community Investment Program ("CIP"). This program allows matched funding of qualifying projects at rates significantly below the market rates for similar non-CIP funds. In December of 1997, the Company obtained a $500,000 five-year advance as part of the CIP program. This advance is on a matched amortization with the underlying note and will amortize in accordance with standard loan terms. For more information on this FHLB debt refer to Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Liquidity and Interest Rate Risk Management Liquidity reflects The Company's ability to ensure the availability of adequate funds to meet loan commitments and deposit withdrawals, as well as provide for other Company transactional requirements. Liquidity is provided primarily by funds invested in cash and due from banks and Federal funds sold, which measured $5,901,000 at December 31, 1997. Liquidity is considered to be more than adequate. The Company's liquidity position is monitored continuously to ensure that day-to-day as well as anticipated funding needs are met. Further enhancing the Company's liquidity is the availability of approximately $7,300,000 (at amortized cost) in securities maturing within one year. Also, the Company has additional securities with maturities greater than one year with an estimated fair value totaling $1,502,000 classified as available for sale in response to an unforeseen need for liquidity. Management is not aware of any trends, commitments, events or uncertainties that have resulted in or are reasonably likely to result in a material change to the Company's liquidity. Interest rate risk represents the volatility in earnings and market values of interest earning assets and interest bearing liabilities resulting from changes in market rates. The Company seeks to minimize interest rate risk through asset/liability management. The Company's principal asset/liability management strategy is gap management. Gap is the measure of the difference between the volume of repricing interest earning assets and interest bearing liabilities during given time periods. When the volume of repricing interest earning assets exceeds the volume of repricing interest bearing liabilities, the gap is positive -- a condition which usually is favorable during a rising rate environment. The opposite case, a negative gap, generally is favorable during a falling rate environment. When the interest rate sensitivity gap is near zero, the impact of interest rate risk is limited, for at this point changes in net interest income are minimal regardless of whether interest rates are rising or falling. An analysis of the Company's current gap position is presented in TABLE VI. 19 - -------------------------------------------------------------------------------- TABLE VI INTEREST RATE SENSITIVITY GAPS December 31, 1997 (Dollars in thousands)
Repricing (1) 0-90 91-180 181-365 After Days Days Days 1 Year Total ----------- ----------- ----------- ----------- -------- INTEREST EARNING ASSETS Loans, net of unearned discount $ 23,281 $ 4,039 $ 7,813 $ 34,611 $ 69,744 Securities (at amortized cost) 1,500 300 5,500 10,011 17,311 Federal funds sold 3,159 - - - 3,159 ----------- ----------- ----------- ----------- ----------- Total interest earning assets 27,940 4,389 13,313 44,572 90,214 ------------- ----------- ------------- ------------ ------------ INTEREST BEARING LIABILITIES Demand deposits $ 13,300 $ - $ - $ - $ 13,300 Savings deposits 24,037 - - - 24,037 Time deposits 8,291 5,850 11,711 5,111 30,963 Repurchase Agreements 1,330 - - - 1,330 Long-term FHLB borrowings - - - 5,500 5,500 ----------- ----------- ----------- ----------- ----------- Total interest bearing liabilities 46,958 5,850 11,711 10,611 75,130 ----------- ----------- ----------- ----------- ----------- Contractual interest sensitivity gap (19,018) (1,461) 1,602 33,961 15,084 Adjustment (2) 37,337 (37,337) - - - ----------- ------------ ----------- ----------- ------- Adjusted interest sensitivity gap $ 18,319 $ (38,798) $ 1,602 $ 33,961 $ 15,084 =========== ============ =========== =========== =========== Cumulative adjusted interest sensitivity gap $ 18,319 $ (20,479) $ (18,877) $ 15,084 =========== ============ ============ =========== Cumulative adjusted gap as a percent of total earning assets 20.30% (22.70%) (20.92%) 16.73% Cumulative adjusted rate-sensitivity ratio 2.90 0.75 0.71 1.20 This table includes various assumptions by management of maturities and repayment patterns. (1) - Contractual repricing, not contractual maturities, is used in this table unless otherwise noted. No pre-payment assumptions were assumed. (2) - Adjustment to approximate the actual repricing of interest bearing demand deposits and savings accounts are based upon historical experience.
- -------------------------------------------------------------------------------- The preceding table reflects the Bank's cumulative one year net interest sensitivity position, or gap, as 0.71. Thus, the Bank is in a negative gap position within a one year time frame. This indicates that a significant increase in interest rates within a short time frame during 1998 could have a significant negative impact on the Bank's net interest income in 1998. However, interest rates on approximately 51.5% of the Bank's interest-bearing liabilities may be changed by management at any time based on their terms. Since management believes that repricing of interest bearing deposits in an increasing interest rate environment will generally lag behind the repricing of interest bearing assets, the Bank's interest rate risk within one year is at an acceptable level. The information presented in the table above represents a static view of the Bank's gap position as of December 31, 1997, and as such, does not consider variables such as future loan and deposit volumes, mixes and interest rates. The Company seeks to maintain its adjusted interest sensitivity gap within 12 months to a relatively small balance, positive or negative, regardless of anticipated upward or down movements in interest rates in an effort to limit the effects of interest rate risk on Company net interest income. Capital Resources Maintenance of a strong capital position is a continuing goal of the Company's management. Through management of 20 its capital resources, the Company seeks to provide an attractive financial return to its shareholders while retaining sufficient capital to support future growth. Total shareholders' equity at December 31, 1997 was $9,325,000 compared to $8,841,000 at December 31, 1996, representing an increase of 5.5%. Despite this increase, total shareholders' equity expressed as a percentage of total assets decreased from 10.6% at December 31, 1996 to 9.8% at December 31, 1997 due to the Company's higher dividend payout and rapid asset growth during 1997. The Company's subsidiary bank is subject to minimum regulatory risk-based capital guidelines, as more fully described in Note 14 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Such guidelines provide for relative weighting of both on and off-balance sheet items (such as loan commitments and standby letters of credit) based on their perceived degree of risk. At December 31, 1997, the Company continues to exceed each of the regulatory risk-based capital requirements as shown in the following table. - -------------------------------------------------------------------------------- RISK-BASED CAPITAL RATIOS Minimum Actual Requirement Total risk-based capital ratio 14.98% 8.00% Tier 1 risk-based capital ratio 14.02% 4.00% Leverage ratio 9.60% 3.00% - -------------------------------------------------------------------------------- Improved operating results and a consistent dividend program, coupled with an effective management of credit and interest rate risk will be the key elements towards the Company continuing to maintain its present strong capital position in the future. Additional information related to regulatory restrictions on capital and dividends is disclosed in Note 14 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Stock Option Plan Since 1996, the Company has had an incentive stock option plan to provide a method whereby key employees of the Company and its subsidiaries who are responsible for the management, growth and protection of the business, and who are making substantial contributions to the success and profitability of the business, may be encouraged to acquire a stock ownership in the Company, thus providing a proprietary interest in the business. For more information regarding this plan, please refer to Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Year 2000 Issues The Company is partially dependent upon systems and software vendors to represent that the products provided are, or will be, "Year 2000 Compliant." Since Management is currently still in the process of reviewing its computer systems in preparation for the Year 2000 issue, no estimates as to the costs expected to be incurred are currently available. For more information regarding this issue, please refer to Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Impact of Inflation and Effects of Changing Prices The results of operations and financial position of the Company have been presented based on historical cost, unadjusted for the effects of inflation, except for the recording of unrealized gains and losses on securities available for sale. Inflation could significantly impact the value of the Company's interest rate sensitive assets and liabilities and the cost of noninterest expenses, such as salaries, benefits and other operating expenses. As a financial intermediary, the Company holds a high percentage of interest rate sensitive assets and liabilities. Consequently, the estimated fair value of a significant portion of the Company's assets and liabilities reprice more frequently than those of non-banking entities. It is the Company's policy to have a majority of its loan portfolio reprice within five years by using variable and balloon payment credit terms in order to reduce the impact of significant changes in interest rates on its longer-term assets. Further, the Company's policies attempt to structure its mix of financial instruments and manage its interest rate sensitivity gap in order to minimize the potential adverse effects of inflation or other market forces on its net interest income, earnings and capital. A comparison of the carrying value of the Company's financial instruments to their estimated fair value as of December 31, 1997 is disclosed in Note 16 of the Notes to Consolidated Financial Statements included in Item 8 of this filing. Indirectly, management of the money supply by the Federal Reserve to control the rate of inflation has an impact on the earnings of the Company. 21 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The independent auditor's report and consolidated financial statements of the Company and its subsidiary appear herein. The Company is not subject to the requirements for disclosure of supplemental quarterly financial data. 22 (Arnett & Foster, P.L.L.C. Letterhead) INDEPENDENT AUDITOR'S REPORT To the Board of Directors First National Bankshares Corporation and subsidiary Ronceverte, West Virginia We have audited the accompanying consolidated balance sheets of First National Bankshares Corporation and subsidiary as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First National Bankshares Corporation and subsidiary as of December 31, 1997 and 1996, and the results of their operations and cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ ARNETT & FOSTER, P.L.L.C. Charleston, West Virginia January 30, 1998 23 Consolidated Balance Sheets ASSETS 1997 1996 ------------- ----------- Cash and due from banks ......................... $ 2,742,219 $ 2,576,154 Federal funds sold .............................. 3,159,000 2,663,000 Securities held to maturity (estimated fair value 1997 $12,404,834; 1996 $18,850,067) ........ 12,321,508 18,835,775 Securities available for sale ................... 4,989,413 3,781,525 Loans, less allowance for loan losses of $635,555 and $653,954, respectively ................. 69,108,134 52,800,034 Bank premises and equipment, net ................ 2,072,919 1,964,661 Accrued interest receivable ..................... 660,107 658,579 Other assets .................................... 376,296 388,534 ----------- ----------- Total assets ............................... $95,429,596 $83,668,262 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Non interest bearing .................... $10,034,508 $10,211,415 Interest bearing ........................ 68,301,240 63,105,038 ----------- ----------- Total deposits ...................... 78,335,748 73,316,453 Securities sold under agreements to repurchase 1,330,396 492,473 Other liabilities ............................ 938,653 1,018,724 Long-term borrowings ......................... 5,500,000 -- ----------- ----------- Total liabilities ....................... 86,104,797 74,827,650 ----------- ----------- Commitments and Contingencies (Note 13) Shareholders' Equity Common stock, $5.00 par value, authorized 500,000 shares, issued 192,500 shares .... 962,500 962,500 Capital surplus ............................... 1,000,000 1,000,000 Retained earnings ............................. 7,361,859 6,878,037 Net unrealized gain (loss) on securities ...... 440 75 ----------- ----------- Total shareholders' equity ............... 9,324,799 8,840,612 ----------- ----------- Total liabilities and shareholders' equity $95,429,596 $83,668,262 =========== =========== See Notes to Consolidated Financial Statements 24 Consolidated Statements of Income For The Years Ended December 31, 1997, 1996 and 1995 1997 1996 1995 ------------ ----------- ---------- Interest income: Interest and fees on loans .................... $5,811,096 $4,666,820 $4,018,204 Interest and dividends on securities: Taxable .............................. 841,331 1,072,369 1,336,509 Tax-exempt ........................... 199,095 211,876 234,415 Interest on Federal funds sold ................ 189,937 214,946 98,910 ---------- ---------- ---------- Total interest income ..................... 7,041,459 6,166,011 5,688,038 ---------- ---------- ---------- Interest expense: Deposits ...................................... 2,761,332 2,379,774 2,115,406 Securities sold under agreement to repurchase . 56,095 13,356 -- Long-term borrowings .......................... 259,697 -- -- ---------- ---------- ---------- Total interest expense .................... 3,077,124 2,393,130 2,115,406 ---------- ---------- ---------- Net interest income ....................... 3,964,335 3,772,881 3,572,632 Provision for loan losses ..................... 31,000 -- -- ---------- ---------- ---------- Net interest income after provision for loan losses .......................... 3,933,335 3,772,881 3,572,632 ---------- ---------- ---------- Other income (expense): Trust department income ....................... 64,835 65,757 139,312 Service fees .................................. 276,529 251,251 209,190 Securities gains (losses), net ................ -- 972 990 Other ......................................... 80,321 115,135 65,720 ---------- ---------- ---------- Total other income ........................ 421,685 433,115 415,212 ---------- ---------- ---------- Other expenses: Salaries and employee benefits ................ 1,639,359 1,628,041 1,469,823 Net occupancy expense ......................... 279,780 292,250 244,032 Equipment rentals, depreciation and maintenance 252,391 216,373 207,008 Federal deposit insurance premiums ............ 6,890 3,265 80,310 Data processing ............................... 132,681 159,983 176,041 Advertising ................................... 76,692 76,991 90,721 Professional and legal ........................ 103,032 111,382 132,394 Mailing and postage ........................... 76,244 80,642 65,634 Directors' fees and shareholders' expenses .... 102,417 91,449 79,600 Stationery and supplies ....................... 94,533 97,002 58,716 Other ......................................... 322,519 382,365 315,643 ---------- ---------- ---------- Total other expenses ...................... 3,086,538 3,139,743 2,919,922 ---------- ---------- ---------- Income before income tax expense ................... 1,268,482 1,066,253 1,067,922 Income tax expense ............................ 476,660 330,226 301,108 ---------- ---------- ---------- Net income ................................ $ 791,822 $ 736,027 $ 766,814 ========== ========== ========== Basic earnings per common share ........... $ 4.11 $ 3.82 $ 3.98 ========== ========== ========== Diluted earnings per common share ......... $ 4.11 $ 3.82 $ 3.98 ========== ========== ==========
See Notes to Consolidated Financial Statements 25
Consolidated Statements of Shareholders' Equity For the Years Ended December 31, 1997, 1996 and 1995 Net Unrealized Total Gain Share- Common Capital Retained (Loss) on holders' Stock Surplus Earnings Securities Equity Balance, December 31, 1994 $ 962,500 $ 1,000,000 $ 5,873,771 $ (525,263) $ 7,311,008 Net income - - 766,814 - 766,814 Cash dividends declared on common stock ($1.20 per share) - - (231,000) - (231,000) Change in net unrealized gain (loss) on securities - - - 568,582 568,582 --------- ---------- --------- ---------- ---------- Balance, December 31, 1995 962,500 1,000,000 6,409,585 43,319 8,415,404 Net income - - 736,027 - 736,027 Cash dividends declared on common stock ($1.39 per share) - - (267,575) - (267,575) Change in net unrealized gain (loss) on securities - - - (43,244) (43,244) ---------- --------- ---------- ---------- ---------- Balance, December 31, 1996 962,500 1,000,000 6,878,037 75 8,840,612 Net income - - 791,822 - 791,822 Cash dividends declared on common stock ($1.60 per share) - - (308,000) - (308,000) Change in net unrealized gain (loss) on securities - - - 365 365 ---------- -------- --------- ----------- ------------- Balance, December 31, 1997 $ 962,500 $ 1,000,000 $ 7,361,859 $ 440 $ 9,324,799 =========== ============== ============== ========== =============
See Notes to Consolidated Financial Statements 26
Consolidated Statements of Cash Flows For the Years Ended December 31, 1997, 1996 and 1995 1997 1996 1995 ------------- ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income .................................................................. $ 791,822 $ 736,027 $ 766,814 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation ................................................................ 227,785 172,046 151,529 Provision for loan losses ................................................... 31,000 -- -- Deferred income taxes (benefit) ............................................. 33,179 20,020 72,875 Securities (gains) losses, net .............................................. -- (972) (990) (Gain) loss on sale of other assets ......................................... -- 16,000 -- (Gain) loss on disposal of bank premises and equipment ...................... (5,222) 26,202 4,166 Amortization of securities premiums and (accretion of discounts), net ......................................... (35,474) (166,673) (5,659) (Increase) decrease in accrued interest receivable .......................... (1,528) 48,167 89,337 (Increase) decrease in other assets ......................................... (18,715) (3,634) 197,916 Increase (decrease) in other liabilities .................................... (80,071) 126,150 48,935 ------------ ------------ ------------ Net cash provided by operating activities ................................... 942,776 973,333 1,324,923 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities and calls of securities held to maturity ........... 9,735,000 11,656,739 2,497,865 Proceeds from maturities and calls of securities available for sale.......... 2,000,000 7,639,238 7,359,233 Purchases of securities held to maturity .................................... (3,200,608) (16,790,439) (1,953,302) Purchases of securities available for sale .................................. (3,191,950) (1,009,800) (232,200) Principal payments received on (loans made to) customers, net ............... (16,341,550) (7,112,188) (7,007,180) Purchases of bank premises and equipment .................................... (337,906) (1,175,222) (119,664) Proceeds from sale of bank premises and equipment ........................... 7,085 11,500 -- Proceeds from sales of other assets ......................................... -- 37,693 73,000 ------------ ------------ ------------ Net cash provided by (used in) investing activities ......................... (11,329,929) (6,742,479) 617,752 ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in demand deposit, NOW and savings accounts ................................................. 1,675,456 5,240,980 (4,150,169) Proceeds from sales of (payments for matured) time deposits, net ......................................................... 3,343,839 1,909,285 631,011 Net increase (decrease) in securities sold under agreements to repurchase .............................................. 837,923 492,473 -- Proceeds from long-term borrowings .......................................... 5,500,000 -- -- Dividends paid .............................................................. (308,000) (248,325) (250,250) ------------ ------------ ------------ Net cash provided by (used in) financing activities ......................... 11,049,218 7,394,413 (3,769,408) ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents ............................... 662,065 1,625,267 (1,826,733) Cash and cash equivalents: Beginning ................................................................. 5,239,154 3,613,887 5,440,620 ------------ ------------ ------------ Ending .................................................................... $ 5,901,219 $ 5,239,154 $ 3,613,887 ============ ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest ................................................................ $ 3,113,927 $ 2,320,987 $ 2,093,711 Income taxes ............................................................ $ 361,969 $ 365,409 $ 83,090 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Other real estate acquired in settlement of loans ....................... $ 2,450 $ 85,406 $ -- Dividends declared and unpaid ........................................... $ 77,000 $ 77,000 $ 57,750 See Notes to Consolidated Financial Statements
27 Notes to Consolidated Financial Statements Note 1. Significant Accounting Policies Nature of business: First National Bankshares Corporation is a one bank holding company which was incorporated on January 28, 1986. The wholly owned subsidiary, First National Bank is a commercial bank with operations in Greenbrier and Kanawha Counties of West Virginia. The Bank provides retail and commercial loans, deposit and trust services principally to customers in Greenbrier and Kanawha County, West Virginia and the surrounding counties. Basis of financial statement presentation: The accounting and reporting policies of First National Bankshares Corporation and subsidiary conform to generally accepted accounting principles and to general practices within the banking industry. Principles of consolidation: The accompanying consolidated financial statements include the accounts of First National Bankshares Corporation, and its wholly-owned subsidiary, First National Bank (formerly The First National Bank in Ronceverte). All significant intercompany accounts and transactions have been eliminated in consolidation. Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Presentation of cash flows: For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, Federal funds sold and amounts due from banks (including cash items in process of clearing). Cash flows from demand deposits, NOW accounts and savings accounts are reported net since their original maturities are less than three months. Cash flows from loans and certificates of deposit and other time deposits are reported net. Securities: Debt and equity securities are classified as "held to maturity", "available for sale" or "trading" according to management's intent. The appropriate classification is determined at the time of purchase of each security and re-evaluated at each reporting date. Securities held to maturity - Debt securities for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts. Securities available for sale - Securities not classified as "held to maturity" or as "trading" are classified as "available for sale." Securities classified as "available for sale" are those securities the Company intends to hold for an indefinite period of time, but not necessarily to maturity. "Available for sale" securities are reported at estimated fair value net of unrealized gains or losses, which are adjusted for applicable income taxes, and reported as a separate component of shareholders' equity. Trading securities - There are no securities classified as "trading" in the accompanying consolidated financial statements. Realized gains and losses on sales of securities are recognized on the specific identification method. Amortization of premiums and accretion of discounts are computed using the interest method. Loans and allowance for loan losses: Loans are stated at the amount of unpaid principal, reduced by unearned income and an allowance for loan losses. Unearned interest on discounted loans is amortized to income over the life of the loans, using methods which approximate the interest method. For all other loans, interest is accrued daily on the outstanding balances. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The subsidiary bank makes continuous credit reviews of the loan portfolio and considers current economic conditions, historical loan loss experience, review of specific problem loans and other factors in determining the adequacy of the allowance for loan losses. Loans are charged against the allowance for loan losses when management believes collectibility is unlikely. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in conditions. A loan is impaired when, based on current information and events, it is probable that the subsidiary bank will be unable to collect all amounts due in accordance with the contractual terms of the specific loan agreement. Impaired loans, other than certain large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment, are required to be reported at the present value of expected future cash flows discounted using the loan's original effective 28 Notes to Consolidated Financial Statements interest rate or, alternatively, at the loan's observable market price, or at the fair value of the loan's collateral if the loan is collateral dependent. The method selected to measure impairment is made on a loan-by-loan basis, unless foreclosure is deemed to be probable, in which case the fair value of the collateral method is used. Generally, after management's evaluation, loans are placed on non-accrual status when principal or interest is greater than 90 days past due based upon the loan's contractual terms. Interest is accrued daily on impaired loans unless the loan is placed on non-accrual status. Impaired loans are placed on non-accrual status when the payments of principal and interest are in default for a period of 90 days, unless the loan is both well-secured and in the process of collection. Interest on non-accrual loans is recognized primarily using the cost-recovery method. Certain loan fees and direct loan costs are recognized as income or expense when incurred. Whereas, generally accepted accounting principles require that such fees and costs be deferred and amortized as adjustments of the related loan's yield over the contractual life of the loan. The subsidiary bank's method of recognition of loan fees and direct loan costs produces results which are not materially different from those that would be recognized had Statement Number 91 of the Financial Accounting Standards Board been adopted. Bank premises and equipment: Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method for bank premises and equipment over the estimated useful lives of the assets. Repairs and maintenance expenditures are charged to operating expenses as incurred. Major improvements and additions to premises and equipment are capitalized. Other real estate: Other real estate consists of real estate held for resale which was acquired through foreclosure on loans secured by such real estate. At the time of acquisition, these properties are recorded at fair value with any write-down being charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Expenses incurred in connection with operating these properties are insignificant and are charged to operating expenses. Gains and losses on the sale of these properties are credited or charged to operating income in the year of the transactions. Sales of these properties which are financed by the subsidiary bank and meet the criteria of covered transactions remain classified as other real estate until such time as principal payments have been received to warrant classification as a real estate loan. Income taxes: The consolidated provision for income taxes includes Federal and state income taxes and is based on pretax net income reported in the consolidated financial statements, adjusted for transactions that may never enter into the computation of income taxes payable. Deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Valuation allowances are established when deemed necessary to reduce deferred tax assets to the amount expected to be realized. Earnings per share: Basic earnings per common share is computed based upon the weighted average shares outstanding. The weighted average number of shares outstanding was 192,500 for each of the years ended December 31, 1997, 1996 and 1995. For the year ended December 31, 1997, the Company adopted Financial Accounting Standards Statement No. 128, Earnings Per Share and accordingly per share information for the prior years has been restated to conform to this statement. Under this statement, the Company is required to present basic and diluted per share amounts. Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless the effect is to reduce the loss or increase the income per common share from continuing operations. Basic and diluted earnings per share are calculated as follows: For the Year Ended 1997 Income Shares Per Share (Numerator)(Denominator) Amount Basic EPS Income available to common shareholders $791,822 192,500 $ 4.11 ======== Effect of Dilutive Securities Stock options ......................... -- 321 -------- -------- Diluted EPS Income available to common shareholders $791,822 192,821 $ 4.11 ======== ======== ======== 29 Notes to Consolidated Financial Statements For the Year Ended 1996 Income Shares Per Share (Numerator)(Denominator) Amount Basic EPS Income available to common shareholders $736,027 192,500 $ 3.82 ===== Effect of Dilutive Securities Stock options ......................... -- -- -------- ----- Diluted EPS Income available to common shareholders $736,027 192,500 $ 3.82 ======== ======== ===== For the Year Ended 1995 Income Shares Per Share (Numerator)(Denominator) Amount Basic EPS Income available to common shareholders $766,814 192,500 $ 3.98 ===== Effect of Dilutive Securities Stock options ......................... -- -- -------- ----- Diluted EPS Income available to common shareholders $766,814 192,500 $ 3.98 ======== ======== ===== Profit sharing and 401(k) plans: The subsidiary bank sponsored a profit-sharing plan through September 30, 1997. The subsidiary bank also sponsors a 401(k) plan which covers substantially all employees. Bank contributions to the plans are charged to expense. Postretirement benefit plans: The subsidiary bank provides certain health care and life insurance benefits for all retired employees that meet certain eligibility requirements. The plans are contributory with retiree contributions and are unfunded. The subsidiary bank's share of the estimated costs that will be paid after retirement is being accrued by charges to expense over the employees' active service periods to the dates they are fully eligible for benefits. Trust Department: Assets held in an agency or fiduciary capacity by the subsidiary bank's Trust Department are not assets of the subsidiary bank and are not included in the accompanying consolidated balance sheets. Trust Department income is recognized on the cash basis in accordance with customary banking practice. Reporting such income on a cash basis rather than on the accrual basis does not have a material effect on net income. Emerging accounting standards: In June 1997, the Financial Accounting Standards Board issued Statement No. 130, Reporting Comprehensive Income. This Statement requires an entity to include a statement of comprehensive income in their full set of general-purpose financial statements. Statement No. 130 is effective for years beginning after December 15, 1997, and will require financial statements of earlier periods that are presented for comparative purposes to be reclassified. Based on the Company's operations at December 31, 1997, this pronouncement is not expected to have a significant impact on the Company upon adoption. Reclassifications: Certain accounts in the consolidated financial statements for 1996 and 1995, as previously presented, have been reclassified to conform to current year classifications. Note 2. Cash Concentrations At December 31, 1997 and 1996, the subsidiary bank had a concentration totaling $3,199,595 and $3,425,545, respectively, with a correspondent bank consisting of a due from bank account balance and Federal funds sold. Deposits with correspondent banks are generally unsecured and have limited insurance under current banking insurance regulations. Note 3. Securities The amortized cost, unrealized gains and losses, and estimated fair values of securities at December 31, 1997 and 1996, are summarized as follows: 30 Notes to Consolidated Financial Statements
1997 Carrying Value (Estimated Amortized Unrealized Fair Cost Gains Losses Value) Available for sale Taxable: U.S. Treasury securities . $1,993,751 $ 3,437 $ -- $1,997,188 U.S. Government agencies and corporations ...... 2,455,251 3,803 6,529 2,452,525 Federal Reserve Bank stock 56,650 -- -- 56,650 Federal Home Loan Bank stock ................. 480,800 -- -- 480,800 ---------- ---------- ---------- ---------- Total taxable ....... 4,986,452 7,240 6,529 4,987,163 ---------- ---------- ---------- ---------- Tax-exempt: Federal Reserve Bank stock ................. 2,250 -- -- 2,250 ---------- ---------- ---------- ---------- Total ............... $4,988,702 $ 7,240 $ 6,529 $4,989,413 ========== ==========
1997 Carrying Value Estimated Amortized Unrealized Fair Cost Gains Losses Value Held to maturity Taxable: U.S. Treasury securities $ 500,000 $ -- $ -- $ 500,000 U.S. Government agencies and corporations ..... 7,232,490 13,547 3,363 7,242,674 Corporate debt securities 500,000 -- 2,650 497,350 ----------- ----------- ----------- ----------- Total taxable ...... 8,232,490 13,547 6,013 8,240,024 ----------- ----------- ----------- ----------- Tax-exempt: State and political subdivisions ......... 4,089,018 76,157 365 4,164,810 ----------- ----------- ----------- ----------- Total .............. $12,321,508 $ 89,704 $ 6,378 $12,404,834 =========== =========== =========== =========== 31 Notes to Consolidated Financial Statements
1996 Carrying Value (Estimated Amortized Unrealized Fair Cost Gains Losses Value) Available for sale Taxable: U.S. Treasury securities . $ 979,860 $ 2,328 $ -- $ 982,188 U.S. Government agencies and corporations ...... 2,500,643 5,294 7,500 2,498,437 Federal Reserve Bank stock 56,650 -- -- 56,650 Federal Home Loan Bank stock ................. 242,000 -- -- 242,000 ---------- ---------- ---------- ---------- Total taxable ....... 3,779,153 7,622 7,500 3,779,275 ---------- ---------- ---------- ---------- Tax-exempt: Federal Reserve Bank stock ................. 2,250 -- -- 2,250 ---------- ---------- ---------- ---------- Total ............... $3,781,403 $ 7,622 $ 7,500 $3,781,525 ========== ========== ========== ==========
1996 Carrying Value Estimated (Amortized Unrealized Fair Cost) Gains Losses Value Held to maturity Taxable: U.S. Treasury securities $ 3,002,858 $ 2,553 $ 410 $ 3,005,001 U.S. Government agencies and corporations ..... 11,203,343 19,479 30,510 11,192,312 Corporate debt securities 500,000 -- 7,255 492,745 ----------- ----------- ----------- ----------- Total taxable ...... 14,706,201 22,032 38,175 14,690,058 ----------- ----------- ----------- ----------- Tax-exempt: State and political subdivisions ......... 4,129,574 44,872 14,437 4,160,009 ----------- ----------- ----------- ----------- Total .............. $18,835,775 $ 66,904 $ 52,612 $18,850,067 =========== =========== =========== ===========
Federal Reserve Bank stock and Federal Home Loan Bank stock are equity securities which are included in securities available for sale in the accompanying consolidated financial statements. Such securities are carried at cost, since they may only be sold back to the respective Federal Home Loan Bank or Federal Reserve Bank at par value. 32 Notes to Consolidated Financial Statements The maturities, amortized cost and estimated fair values of securities at December 31, 1997, are summarized as follows: Held to maturity Available for sale Carrying Carrying Value Value Estimated (Estimated (Amortized Fair Amortized Fair Cost) Value Cost Value) Due in one year or less .. $ 4,352,396 $ 4,353,890 $ 2,947,180 $ 2,944,088 Due from one to five years 5,460,936 5,473,990 1,501,822 1,505,625 Due from five to ten years 2,508,176 2,576,954 -- -- Equity securities ........ -- -- 539,700 539,700 ----------- ----------- ----------- ----------- Total ................ $12,321,508 $12,404,834 $ 4,988,702 $ 4,989,413 =========== =========== =========== =========== The proceeds from sales, calls and maturities of securities and principal payments received on mortgage-backed obligations and the related gross gains and losses realized are as follows:
Proceeds From Gross Realized Years Ended Calls and Principal December 31, Sales Maturities Payments Gains Losses 1997 Securities held to maturity $ -- $ 9,735,000 $ -- $-- $ -- Securities available for sale -- 2,000,000 -- -- -- -- ------------ ---- ---- ------ $ -- $ 11,735,000 $ -- $-- $ -- = ============ ==== ==== ====== 1996 Securities held to maturity$ -- $ 11,656,739 $ -- $972 $ -- Securities available for sale -- 7,639,238 -- -- -- - ------------ ---- ---- ------ $ -- $ 19,295,977 $ -- $972 $ = ============ ==== ==== ====== 1995 Securities held to maturity $ -- $ 2,497,865 $ -- $-- $ -- Securities available for sale -- 7,359,233 -- 990 -- - ------------ ---- ---- ------ $ -- $ 9,857,098 $ -- $990 $ -- = ============ ==== ==== ======
At December 31, 1997 and 1996, securities with amortized costs of $4,992,845 and $1,500,000, respectively, with estimated fair values of $4,996,182 and $1,504,195, respectively, were pledged to secure public deposits, and for other purposes required or permitted by law. Note 4. Loans Loans are summarized as follows: 1997 1996 -------------- ----------- Commercial, financial and agricultural $29,431,003 $19,578,393 Real estate - construction ........... 3,514,835 2,395,611 Real estate - mortgage ............... 29,066,834 24,031,283 Installment .......................... 6,388,754 6,254,129 Other ................................ 1,366,457 1,299,839 ----------- ----------- Total loans .................. 69,767,883 53,559,255 Less unearned income ................. 24,194 105,267 ----------- ----------- Total loans net of unearned income 69,743,689 53,453,988 Less allowance for loan losses ... 635,555 653,954 ----------- ----------- Loans, net ................... $69,108,134 $52,800,034 =========== =========== 33 Notes to Consolidated Financial Statements Included in the net balance of loans are non-accrual loans amounting to $1,732,941 and $160,631 at December 31, 1997 and 1996, respectively. If interest on non-accrual loans had been accrued, such income would have approxi mated $112,444, $15,357 and $40,652 for the years ended December 31, 1997, 1996 and 1995, respectively. The following represents contractual loan maturities at December 31, 1997: After 1 But Within 1 Year Within 5 Year After 5 Years ------------- ------------ ------------ Commercial, financial and agricultural $10,190,085 $14,337,276 $ 4,903,642 Real estate - construction ........... 2,509,400 932,285 73,150 Real estate - mortgage ............... 3,310,964 5,439,492 20,316,378 Installment .......................... 1,935,801 4,221,481 231,472 Other ................................ 1,167,274 -- 199,183 ----------- ----------- ----------- Total ........................ $19,113,524 $24,930,534 $25,723,825 =========== =========== =========== Loans due after one year with: Variable rates ..... $29,371,498 Fixed rates ........ 21,282,861 ----------- Total .............. $50,654,359 =========== Concentrations of credit risk: The subsidiary bank grants commercial, residential and consumer loans to customers primarily located in Greenbrier and Kanawha Counties of West Virginia. As of December 31, 1997 and 1996, the Bank had direct extensions of credit to individuals who are employees of a railroad transportation and holding company totaling approximately $2,700,000 and $2,800,000, respectively. These loans consisted of residential real estate mortgages generally secured by liens on the property. The Bank evaluates the credit worthiness of each such customer on a case-by-case basis. Loans to related parties: The subsidiary bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, principal officers, their immediate families and affiliated companies in which they are principal stockholders (commonly referred to as related parties), all of which have been, in the opinion of management, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. The following presents the activity with respect to related party loans aggregating $60,000 or more to any one related party: 1997 1996 ---------- --------- Balance, beginning .. $ 519,780 $ 777,760 Additions ....... 447,660 291,019 Amounts collected (202,562) (548,999) --------- --------- Balance, ending ..... $ 764,878 $ 519,780 ========= ========= Note 5. Allowance for loan losses An analysis of the allowance for loan losses for the years ended December 31, 1997, 1996 and 1995, is as follows: 34 Notes to Consolidated Financial Statements 1997 1996 1995 ------------ --------- ---------- Balance, beginning of year ............... $ 653,954 $ 643,439 $ 852,862 Losses: Commercial, financial and agricultural -- -- 90,348 Real estate - mortgage ............... -- 43,208 75,000 Installment .......................... 108,645 74,226 215,885 --------- --------- --------- Total ............................. 108,645 117,434 381,233 --------- --------- --------- Recoveries: Commercial, financial and agricultural -- -- 3,250 Real estate - mortgage ............... -- 28,395 2,470 Installment .......................... 59,246 99,554 166,090 --------- --------- --------- Total ............................. 59,246 127,949 171,810 --------- --------- --------- Net (recoveries) losses .............. 49,399 (10,515) 209,423 Provision for loan losses ............ 31,000 -- -- --------- --------- --------- Balance, end of year ..................... $ 635,555 $ 653,954 $ 643,439 ========= ========= ========= The Company's total recorded investment in impaired loans at December 31, 1997 and 1996, approximated $497,883 and $135,682, respectively, for which the related allowance for loan losses determined in accordance with generally accepted accounting principles approximated $215,000 and $25,000, respectively. The Company's average investment in such loans approximated $897,757 and $152,050 for the years ended December 31, 1997 and 1996, respectively. All impaired loans at December 31, 1997 and 1996, were collateral dependent, and accordingly, the fair value of the loan's collateral was used to measure the impairment of each loan. For purposes of evaluating impairment, the Company considers groups of smaller-balance, homogeneous loans to include: mortgage loans secured by residential property, other than those which significantly exceed the subsidiary bank's typical residential mortgage loan amount (currently those in excess of $100,000); small balance commercial loans (currently those less than $50,000); and installment loans to individuals, exclusive of those loans in excess of $50,000. For the years ended December 31, 1997 and 1996, the Company recognized $0 and $0, respectively, in interest income on impaired loans. Using a cash-basis method of accounting, the Company would have recognized approximately the same amount of interest income on such loans. Note 6. Bank Premises and Equipment The major categories of Bank premises and equipment and accumulated depreciation at December 31, 1997 and 1996, are summarized as follows: 1997 1996 ---------- ---------- Land ........................... $ 298,361 $ 298,361 Building and improvements ...... 1,577,953 1,135,114 Furniture and equipment ........ 1,999,590 1,815,561 Construction-in-progress ....... -- 382,876 ---------- ---------- 3,875,904 3,631,912 Less accumulated depreciation .. 1,802,985 1,667,251 ---------- ---------- Bank premises and equipment, net $2,072,919 $1,964,661 ========== ========== Depreciation expense for the years ended December 31, 1997, 1996 and 1995 totaled $227,785, $172,046 and $151,529, respectively. 35 Notes to Consolidated Financial Statements The subsidiary bank opened its new branch facility in Greenbrier County in January 1997. This new facility replaced the leased branch facility located in Lewisburg, West Virginia. Note 7. Deposits The following is a summary of interest bearing deposits by type as of December 31, 1997 and 1996: 1997 1996 ----------- ---------- Interest bearing demand deposits $13,300,150 $13,586,411 Savings deposits ............... 24,037,647 21,899,023 Certificates of deposit ........ 30,963,443 27,619,604 ----------- ----------- Total ...................... $68,301,240 $63,105,038 =========== =========== Time certificates of deposit in denominations of $100,000 or more totaled $5,715,801 and $3,745,734 at December 31, 1997 and 1996, respectively. Interest paid on time certificates of deposit in denominations of $100,000 or more was $272,837, $147,907, and $89,256 for the years ended December 31, 1997, 1996 and 1995, respectively. The following is a summary of the maturity distribution of certificates of deposit in denominations of $100,000 or more as of December 31, 1997: Amount Percent Three months or less .... $1,661,457 29.1% Three through six months 820,445 14.4% Six through twelve months 2,574,588 45.0% Over twelve months ...... 659,311 11.5% ---------- ----- Total ............... $5,715,801 100.0% ========== ===== A summary of the maturities of time deposits as of December 31, 1997, follows: Year Amount ---- ----------- 1998 $25,852,051 1999 3,937,305 2000 1,064,429 2001 109,658 ----------- $30,963,443 At December 31, 1997 and 1996, deposits of related parties including directors, executive officers, and their related interest of First National Bankshares Corp. and subsidiary were insignificant to total deposits. Note 8. Other Borrowings Short-term borrowings: During 1997 and 1996, the Company's short-term borrowings consisted of securities sold under agreements to repurchase (repurchase agreements) involving seven and three customers, respectively. The interest rate paid on these borrowings is tied to the Federal funds rate and dependent upon the outstanding deposit balance. Interest is calculated and credited to the customer's account on a daily basis. Minimum deposit balance requirements are established on a case-by-case basis. The repurchase agreements do not have a specified maturity date as either party reserves the right to terminate the agreement. The securities underlying these agreements are under the subsidiary bank's control and secure the total outstanding daily balances. The following information is provided relative to these obligations: 1997 1996 ------------- ---------- Outstanding at year end ..................... $1,330,396 $ 492,472 Weighted average interest rate at December 31 3.73% 4.42% Maximum amount outstanding at any month end . $3,397,637 $1,037,275 Average daily amount outstanding ............ $1,412,493 $ 320,098 Weighted average interest rate .............. 3.99% 4.17% 36 Notes to Consolidated Financial Statements Long-term borrowings: The Company's long-term borrowings of $5,500,000 at December 31, 1997, consisted of advances from the FHLB. Of these borrowings, $500,000, with a fixed interest rate of 5.86% and maturing on December 23, 2002, was used by the Company to fund a commercial loan for a local business. A summary of the maturity of this borrowing of the next five years is as follows: $12,402 in 1998; $14,310 in 1999; $15,171 in 2000; $16,084 in 2001; and $442,033 in 2002. The remaining $5,000,000 was borrowed from the FHLB during the year to fund various loans. This loan with a fixed rate of 6.68% is a balloon note that is due and payable on March 24, 2000. The Company is required to make interest only payments each month with the remaining balance due at maturity. These advances are secured by Federal Home Loan Bank of Pittsburgh stock, qualifying first mortgage loans, certain non-mortgage loans and all investments not otherwise pledged. Note 9. Income Taxes The components of applicable income tax expense (benefit) for the years ended December 31, 1997, 1996 and 1995, are as follows: 1997 1996 1995 -------- -------- -------- Current: Federal ............... $370,981 $264,755 $198,444 State ................. 72,500 45,451 29,789 -------- -------- -------- 443,481 310,206 228,233 Deferred (Federal and State) 33,179 20,020 72,875 -------- -------- -------- Total ................. $476,660 $330,226 $301,108 ======== ======== ======== A reconciliation between the amount of reported income tax expense and the amount computed by multiplying the statutory income tax rates by book pretax income for the years ended December 31, 1997, 1996 and 1995, is as follows:
1997 1996 1995 ------------------ --------------------- ------------------- Amount Percent Amount Percent Amount Percent Computed tax at applicable statutory rate $ 431,284 34.0 $ 362,526 34.0 $ 363,094 34.0 Increase (decrease) in taxes resulting from: Tax-exempt interest (69,984) (5.5) (72,038) (6.8) (79,701) (7.5) State income taxes, net of Federal income tax benefit 48,933 3.9 29,998 2.8 19,657 1.8 Disallowed interest 9,469 0.7 9,116 0.8 9,137 0.8 Other, net 56,958 4.5 624 0.2 (11,079) (.9) ----------- ------- ---------- ------- ------------ ------- Applicable income taxes $ 476,660 37.6 $ 330,226 31.0 $ 301,108 28.2 =========== ======= ========== ======= ============ ======
Deferred income taxes reflect the impact of "temporary differences" between amounts of assets and liabilities for financial reporting purposes and such amounts as measured for tax purposes. Deferred tax assets and liabilities represent the future tax return consequences of temporary differences, which will either be taxable or deductible when the related assets and liabilities are recovered or settled. The tax effects of temporary differences which give rise to the Company's deferred tax assets and liabilities as of December 31, 1997 and 1996, are as follows: 37 Notes to Consolidated Financial Statements 1997 1996 -------- -------- Deferred tax assets: Allowance for loan losses ............. $108,086 $139,659 Employee benefits ..................... 158,383 150,439 Accruals .............................. -- 7,650 -------- -------- 266,469 297,748 Deferred tax liabilities: Depreciation .......................... 29,038 15,038 Accretion on securities ............... 21,479 22,187 Deferred gain on involuntary conversion 3,864 15,256 Net unrealized gain on securities ..... 272 47 -------- -------- 54,653 52,528 Net deferred tax assets ............... $211,816 $245,220 ======== ======== Note 10. Employee Benefits Profit-Sharing Plan: The subsidiary bank sponsored a noncontributory defined contribution profit-sharing plan covering substantially all employees through October 1, 1997. Effective October 1, 1997, the profit sharing plan was terminated. Contributions to the Plan, prior to October 1, 1997, were at the discretion of the Board of Directors. 401(k) Plan: The subsidiary bank also sponsors a 401(k) defined contribution plan covering substantially all employees. Participants are eligible to contribute up to 10% of their annual compensation to the Plan. The Bank matches participant contributions in an amount equal up to 3.5% of each participant's annual compensation. In addition, the Bank is also eligible to make discretionary contributions to the Plan. The Bank's contributions to the above Plans for the years ended December 31, 1997, 1996 and 1995, totaled $47,014, $105,922 and $117,500, respectively. Postretirement Benefit Plans: The subsidiary bank sponsors a postretirement health care plan and a postretirement life insurance plan for all retired employees that meet certain eligibility requirements. Both plans are contributory with retiree contributions that are adjustable based on various factors, some of which are discretionary. The plans are unfunded. Net postretirement benefit cost included the following components for the years ended December 31, 1997, 1996 and 1995:
1997 1996 1995 ------------------------- --------------------- ----------------------- Health Life Health Life Health Life Care Insurance Care Insurance Care Insurance Plan Plan Plan Plan Plan Plan Service cost-benefits attributable to service during the year $ 6,627 $ 2,619 $ 5,742 $ 2,274 $ 4,887 $1,905 Interest on accumulated postretirement benefit obligation 16,847 6,493 16,454 6,151 18,359 6,229 Amortization of (gain) loss (1,414) - (1,041) - (490) - ---------- ------------- ---------- ---------- ----------- -- Net postretirement benefit cost $ 22,060 $ 9,112 $ 21,155 $ 8,425 $ 22,756 $ 8,134 ========== ============= ========== ========== ============ =======
The following tables set forth the plans' funded status reconciled with the obligations recognized in the accompanying consolidated balance sheets at December 31, 1997 and 1996: 38 Notes to Consolidated Financial Statements
1997 1996 ----------------------------------- --------------------------------- Health Life Health Life Care Insurance Care Insurance Plan Plan Total Plan Plan Total Accumulated postretirement benefit obligation: Retirees $(192,418) $(67,147) $ (259,565) $(106,753) $(42,969) $(149,722) Active participants fully eligible for benefits (39,822) (15,286) (55,108) (53,444) (20504) (73,948) Other active participants (73,135) (28,494) (101,629) (88,289) (34,250) (122,539) ---------- ---------- ----------- ----------- --------- ---------- (305,375) (110,927) (416,302) (248,486) (97,723) (346,209) Plan Assets -- -- -- -- -- -- ---------- ------------------------------------------------------ ---------- Accumulated postretirement benefit obligation in excess of plan assets (305,375) (110,927) (416,302) (248,486) (97,723) (346,209) Unrecognized net (gain) loss 619 8,335 8,954 (45,225) (254) (45,479) ---------- ------------ ----------- ---------- ---------- ------------ Accrued postretirement benefit cost $(304,756) $(102,592) $(407,348) $(293,711) $(97,977) $(391,688) ---------- ---------- ----------- ---------- ---------- ------------
The weighted average discount rate used in estimating the accumulated postretirement benefit obligations of the health care plan and the life insurance plan at December 31, 1997 and 1996, was 7.0%. For measurement purposes, a 7% annual rate of increase in per capita health care costs of covered benefits was assumed through 1999, 6% for the next 5 years, 5 1/2% for the next 5 years, and 5% thereafter. If assumed health care cost trend rates were increased by 1 percentage point in each year, the accumulated postretirement benefit obligation at December 31, 1997, would increase by $12,994 and the aggregate of the service and interest cost components of net postretirement benefit cost for the year ended December 31, 1997, would decrease by $301. Note 11. Stock Option Plan In April 1996, the shareholders approved a stock option plan for key employees of the Bank as identified by the stock option committee. Grants under the plan are accounted for following APB Opinion No. 25 and related interpretations. Accordingly, no compensation cost has been recognized for grants under the plan. Had compensation cost for the stock-based compensation plan been determined based on the grant date fair values of awards (the method described in FASB Statement 123), the reported net income and earnings per share would have been reduced to the proforma amounts shown below: 1997 1996 1995 ----------- ----------- ------------- Net income: As reported ............ $ 791,822 $ 736,027 $ 766,814 Proforma ............... $ 768,391 $ 726,544 $ 766,814 Basic earnings per share: As reported ............ $ 4.11 $ 3.82 $ 3.98 Proforma ............... $ 4.00 $ 3.77 $ 3.98 Diluted earnings per share: As reported ............ $ 4.11 $ 3.82 $ 3.98 Proforma ............... $ 4.00 $ 3.77 $ 3.98 The significant provisions of the Plan include authorization of the stock option committee to grant up to 9,625 shares of common stock between April 25, 1996 and April 25, 2006, with the right to adjust the number of shares available for the plan at its discretion. On December 9, 1997 and October 31, 1996, 1,656 and 3,200 shares, respectively, were granted 39 Notes to Consolidated Financial Statements to certain key employees and must be exercised within 5 years. Each option fully vests after six months from the grant date. The fair value of each grant is estimated at the grant date using the minimum value method with the following weighted-average assumptions for grants in 1997 and 1996: dividend rate of 2%; risk free interest rate of 5.37% and 6.25%, respectively and expected life of 5 years. A summary of the status of the plan at December 31, 1997 and 1996, and changes during the year ended is as follows:
1997 1996 -------------------------- ------------------- Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Fixed Options Outstanding at beginning of year 3,200 $ 50.00 - $ - Granted 1,656 56.00 3,200 50.00 Exercised - - - - Forfeited (200) 50.00 - - ---------- ---------- Outstanding at end of year 4,656 52.13 5,200 50.00 =========== -----===== Exercisable at end of year 3,000 50.00 - - Fair value per option of options granted during the year $ 8.09 $ 8.89 =========== ==========
At December 31, 1997, the options outstanding under the stock option plan have exercise prices ranging from $50 to $56 and a weighted average remaining contractual life of 4.22 years. Note 12. Lease Obligation Prior to 1997 and during January of 1997, the subsidiary bank leased its branch facility in Lewisburg, West Virginia under an operating lease. Total lease payments of $7,537 were charged to expense for the year ended December 31, 1997 and lease payments of $90,446 were charged to expense for each of the years ended December 31, 1996 and 1995. The lessor of the branch facility was an entity owned by two directors of the Company and subsidiary bank. This lease was terminated effective January 31, 1997, when the subsidiary bank completed construction of its new branch facility in Greenbrier County. The subsidiary bank opened a new branch in Charleston, West Virginia during 1996. The bank leases the office space under an operating lease with an initial term of ten years commencing on May 1, 1996. The lease provides for two successive options for five year renewals. Total lease payments of $101,970 and $54,650 were charged to expense for the years ended December 31, 1997 and 1996, respectively. Total future minimum lease payments under the lease are as follows: Year Ending December 31, Amount ------------ ------------ 1998 $ 101,970 1999 101,970 2000 101,970 2001 101,970 2002 101,970 Thereafter 353,230 ------------ $ 863,080 Note 13. Commitments and Contingencies Reserve Requirements: The subsidiary bank is required to maintain a reserve balance with the Federal Reserve Bank. At December 31, 1997, the reserve balance was $575,000. The subsidiary bank does not earn interest on this balance. 40 Notes to Consolidated Financial Statements Year 2000 Compliant: The Company is conducting a comprehensive review of its subsidiary bank's computer systems to identify the systems that could be affected by the "Year 2000 Issue" ("Issue") and is developing a remediation plan to resolve the Issue. The Issue is whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The subsidiary bank is heavily dependent on computer processing in the conduct of its business activities. While management believes it is doing everything technologically possible to assure Year 2000 compliance, it is in part dependent upon systems and software vendors to represent that the products provided are, or will be, "Year 2000 Compliant". Because the Company has not completed its review of computer systems, management is unable to estimate the costs of making the system Year 2000 compliant. Financial instruments with off-balance sheet risk: The subsidiary bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. At December 31, 1997 and 1996, the subsidiary bank's financial instruments with off-balance sheet risk are as follows: Financial instruments whose contract Contract Amount amounts represent credit risk 1997 1996 - -------------------------------------- -------------- ------------ Commitments to extend credit $ 10,897,800 $ 8,328,000 ============== ============ The subsidiary bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The subsidiary bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Bank management evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, equipment or real estate. Litigation: The Company is involved in various legal actions arising in the ordinary course of business. In the opinion of counsel, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements. Employment Agreement: The Company has an employment agreement with its chief executive officer. This agreement contains change in control provisions that would entitle the officer to receive, under certain circumstances, twice his annual compensation in the event there is a change in control in the Company (as defined) and a termination of his employment. The maximum contingent liability under this agreement approximates $300,000 at December 31, 1997. Note 14. Regulatory Restrictions on Capital and Dividends The primary source of funds for the dividends paid by First National Bankshares Corporation is dividends received from its subsidiary bank. Dividends paid by the subsidiary bank are subject to restrictions by banking regulations. The most restrictive provision requires approval by the regulatory agency if dividends declared in any year exceed the year's net income, as defined, plus the net retained profits of the two preceding years. During 1998, the net retained profits available for distribution to First National Bankshares Corporation as dividends without regulatory approval approximates $952,718 plus net retained profits, as defined, for the interim periods through the date of declaration. The subsidiary bank is subject to various regulatory capital requirements administered by the Federal banking 41 Notes to Consolidated Financial Statements agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the subsidiary bank must meet specific capital guidelines that involve quantitative measures of the subsidiary bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The subsidiary bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weights and other factors. Quantitative measures established by regulation to ensure capital adequacy require the subsidiary bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier capital (as defined) to average assets (as defined). Management believes, as of December 31, 1997, that the subsidiary bank meets all capital adequacy requirements to which it is subject. The most recent notification from the Office of the Comptroller of the Currency categorized the subsidiary bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the subsidiary bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the institution's category. The subsidiary bank's actual capital amounts and ratios are presented in the following table (in thousands):
To Be Well Capitalized Under Prompt For Capital Corrective Actual Adequacy Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio As of December 31, 1997: Total Capital $ 9,955 14.98% $ 5,317 8.0% $ 6,646 10.0% (to Risk Weighted Assets) Tier I Capital 9,320 14.02% 2,659 4.0% 3,989 6.0% (to Risk Weighted Assets) Tier I Capital 9,320 9.60% 2,913 3.0% 4,854 5.0% (to Average Assets) As of December 31, 1996: Total Capital $ 9,487 18.23% $ 4,164 8.0% $ 5,205 10.0% (to Risk Weighted Assets) Tier I Capital 8,836 16.98% 2,082 4.0% 3,123 6.0% (to Risk Weighted Assets) Tier I Capital 8,836 10.56% 2,510 3.0% 4,184 5.0% (to Average Assets)
Note 15. Fair Value of Financial Instruments The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial instruments. Cash and due from banks: The carrying values of cash and due from banks approximate their estimated fair value. Federal funds sold: The carrying values of Federal funds sold approximate their estimated fair values. Securities: Estimated fair values of securities are based on quoted market prices, where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. 42 Notes to Consolidated Financial Statements Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms to borrowers of similar credit quality. No prepayments of principal are assumed. Accrued interest receivable: The carrying values of accrued interest receivable approximate their estimated fair value. Deposits: The estimated fair values of demand deposits (i.e. non interest bearing checking, NOW, money market and savings accounts) and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships with depositors is not considered in estimating the fair values disclosed. Short-term borrowings: The carrying values of short-term borrowings approximate their estimated fair values. Accrued interest payable: The carrying values of accrued interest payable approximate their estimated fair value. Off-balance sheet instruments: The fair values of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit standing of the counter parties. The amounts of fees currently charged on commitments are deemed insignificant, and therefore, the estimated fair values and carrying values are not shown below. The carrying values and estimated fair values of the Company's financial instruments are summarized below:
December 31, 1997 December 31, 1996 ------------------------- ----------------------- Estimated Estimated Carrying Fair Carrying Fair Value Value Value Value Financial assets: Cash and due from banks ..... $ 2,742,219 $ 2,742,219 $ 2,576,154 $ 2,576,154 Federal funds sold .......... 3,159,000 3,159,000 2,663,000 2,663,000 Securities held to maturity . 12,321,508 12,404,834 18,835,775 18,850,067 Securities available for sale 4,989,413 4,989,413 3,781,525 3,781,525 Loans ....................... 69,108,134 69,074,868 52,800,034 52,208,012 Accrued interest receivable . 660,107 660,107 658,579 658,579 ----------- ----------- ----------- ----------- $92,980,381 $93,030,441 $81,315,067 $80,737,337 =========== =========== =========== =========== Financial liabilities: Deposits .................... $78,335,748 $78,408,972 $73,316,453 $73,359,556 Short-term borrowings ....... 1,330,396 1,330,396 492,473 492,473 Accrued interest payable .... 193,553 193,553 230,356 230,356 Long-term borrowings ........ 5,500,000 5,500,000 -- -- ----------- ----------- ----------- ----------- $85,359,697 $85,432,921 $74,039,282 $74,082,385 =========== =========== =========== ===========
Note 16. Condensed Financial Statements of Parent Company The investment of the Corporation in its wholly-owned subsidiary is presented on the equity method of accounting. Information relative to the Corporation's balance sheets at December 31, 1997 and 1996, and the related statements of income and cash flows for the years ended December 31, 1997, 1996 and 1995, are presented as follows: 43 Notes to Consolidated Financial Statements Balance Sheet Assets 1997 1996 ---------- ---------- Cash ............................................$ 4,114 $ 4,163 Investment in bank subsidiary, liminated in consolidation 9,319,676 8,835,459 Other assets .................................... 78,009 77,990 ---------- ---------- Total assets ................................$9,401,799 $8,917,612 ========== ========== Liabilities and shareholders' equity Liabilities Dividends payable ...............................$ 77,000 $ 77,000 ---------- ---------- Shareholders' equity Common stock, $5.00 par value, authorized 500,000 shares, issued 192,500 shares ........... 962,500 962,500 Capital surplus ..................................1,000,000 1,000,000 Retained earnings (consisting of undivided profits of subsidiary not yet distributed) ..7,361,859 6,878,037 Net unrealized gain (loss) on securities ......... 440 75 ---------- ---------- Total shareholders' equity .......................9,324,799 8,840,612 ---------- ---------- Total liabilities and shareholders' equity ..$9,401,799 $8,917,612 ========== ========== Statements of Income ......................... 1997 1996 1995 -------- --------- --------- Income - dividends from bank subsidiary .....$ 308,000 $ 267,575 $ 231,000 Expenses - operating ........................... 49 670 1,932 --------- --------- --------- Income before income taxes and undistributed income ....................................307,951 266,905 229,068 Applicable income tax expense (benefit) ... (19) (256) (733) --------- --------- --------- Income before undistributed income ............307,970 267,161 229,801 Equity in undistributed income of bank subsidiary 483,852 468,866 537,013 --------- --------- --------- Net income ..........................$ 791,822 $ 736,027 $ 766,814 ========= ========= ========= 44 Notes to Consolidated Financial Statements Statements of Cash Flows 1997 1996 1995 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income .................................. $ 791,822 $ 736,027 $ 766,814 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net income of subsidiary .............................. (483,852) (468,866) (537,013) (Increase) decrease in other assets ......... (19) (19,506) 20,647 --------- --------- --------- Net cash provided by operating activities 307,951 247,655 250,448 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid to shareholders .............. (308,000) (248,325) (250,250) --------- --------- --------- Net cash (used in) financing activities . (308,000) (248,325) (250,250) --------- --------- --------- Increase (decrease) in cash ................. (49) (670) 198 Cash: Beginning ............................... 4,163 4,833 4,635 --------- --------- --------- Ending .................................. $ 4,114 $ 4,163 $ 4,833 ========= ========= ========= SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Dividends declared and unpaid ................... $ 77,000 $ 77,000 $ 57,750 ========= ========= =========
First National Bankshares Corporation accounts for its investment in its bank subsidiary by the equity method. During the years ended December 31, 1997, 1996 and 1995, changes were as follows: Number of shares owned at December 31, 1997 - 38,500 Percent to total shares at December 31, 1997 - 100% Balance at December 31, 1994 ............................. 7,304,242 Add (deduct): Equity in net income ............................. 768,013 Dividends declared ............................... (231,000) Net unrealized gain (loss) on securities ......... 568,582 ----------- Balance at December 31, 1995 ............................. 8,409,837 Add (deduct): Equity in net income ............................. 736,441 Dividends declared ............................... (267,575) Change in net unrealized gain (loss) on securities (43,244) ----------- Balance at December 31, 1996 ............................. $ 8,835,459 Add (deduct): Equity in net income ............................. 791,852 Dividends declared ............................... (308,000) Change in net unrealized gain (loss) on securities 365 ----------- Balance at December 31, 1997 ............................. $ 9,319,676 =========== 45 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 46 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors The Board of Directors of the Company may consist of not less than five (5) nor more than twenty-five (25) shareholders in accordance with the Company's Articles of Incorporation. The number of directors within such minimum and maximum limits shall be determined from time to time by resolution of a majority of the full Board of Directors, subject to limitations outlined in the Company's By-laws. Currently the Board of Directors may not increase the number of directors to a number which exceeds by more than two the number of directors last elected by the shareholders. The number of directors may also be fixed by a resolution of the shareholders at any annual or special meeting. No shareholder may be elected as director after attaining the age seventy (70), unless the shareholder was also a member of the Board of Directors on May 5, 1987. Due to the Death of Director Moore during March, 1996, the number of directors fixed by the Board of Directors was reduced from 11 to 10. However, effective January 1, 1998, the number of directors was once again increased to 11 when Mr. David A. Carson was appointed by the Board of Directors as a new Board member. Additional information about the directors, including their principal occupation and age, is set forth in the following table:
- ------------------------------------------------------------------------------------------------------------------- Name, Positions and Year First Year Offices Held (Other Became a Term Than Director) Principal Occupation Director of With the Company or Employment for of the Office and the Bank the Past Five Years Age Company Expires - ------------------------------------------------------------------------------------------------------------------- S. Elwood Bare Retired Pharmacist 71 1986 1999 Chairman of the Board, Audit & Compliance Committee Incentive Stock Option Cmt. Personnel & Compensation Cmt. L. Thomas Bulla President & CEO of 58 1993 1998 President & CEO of the First National Bankshares Company and the Bank, Corp. and First National Risk Management Cmt., Bank (1993 - present); Trust Cmt. Director, President & CEO of Bank One, West Virginia, Charleston, NA (1985-1993) David A. Carson President & CEO of Greenbrier 46 1998 2000 Risk Management Cmt. Respiratory Care Services J. R. Dawkins Cattle Dealer; Farm 80 1986 2000 Audit & Compliance Cmt. Operator Richard E. Ford Attorney at Law 70 1987 1999 Risk Management Cmt. Partner - The Ford Trust Cmt. Law Firm Incentive Stock Option Cmt. Walter Bennett Fuller Retired Banker 74 1986 2000 Vice Chairman of the Board, Audit & Compliance Cmt. Incentive Stock Option Cmt. William D. Goodwin Attorney at Law, 54 1986 1998 Risk Management Cmt. Owner/Broker, Coldwell Trust Cmt. Banker Stuart & Watts Real Personnel & Compensation Cmt. Estate, Inc. Lucie T. Refsland, Ed.D. Associate Professor of 61 1995 1998 Risk Management Cmt. Mathematics (1993 - present) Trust Cmt. Greenbrier Community College Center of Bluefield State College William R. Satterfield, Jr. Owner - Greenbrier 53 1986 1998 Risk Management Cmt. Insurance Agency Personnel & Compensation Cmt. Richard L. Skaggs Retired 75 1986 2000 Audit & Compliance Cmt. Incentive Stock Option Cmt. Ronald B. Snyder President, R.B.S., Inc. 58 1988 1999 Audit & Compliance Cmt. (construction company) Personnel & Compensation Cmt. - -------------------------------------------------------------------------------------------------------------------
The directors of the Company are divided into three (3) classes; and as a result, the shareholders elect approximately one-third of the directors of the Company each year. Directors Bulla, Goodwin, Refsland and Satterfield whose terms expire in 1998, have been nominated to stand for re-election at the 1998 annual meeting of the Company's stockholders to serve a 3 year term which will expire in 2001. 48 Executive Officers The current executive officers of the Company and the Bank and information about these officers is set forth on the following table.
- ------------------------------------------------------------------------------- Name Age Offices Held During Last Five Years - -------------------------------------------------------------------------------- L. Thomas Bulla 58 President & CEO of the Company and the Bank (1993 to present); President and CEO of Bank One, West Virginia, Charleston, NA (1985 - 1993) Charles A. Henthorn 38 Executive Vice President of the Company and the Bank (1996 to present); Secretary to the Board of Directors (1998 to present); Senior Vice President of the Bank (1994 to 1996); Vice President and Senior Commercial Lender of Bank One, West Virginia, Charleston, NA (1991 - 1994); National Bank Examiner with the Office of the Comptroller of the Currency (1983 - 1991) Darrell G. Echols 61 Vice President of the Company (1987 to present); Senior Vice President and Loan Officer of the Bank (1970 to present) Keith E. Morgan (retired) 60 Secretary-Treasurer of the Company (1987 to 1997); Vice President, Cashier, Trust Officer and Secretary to the Board of the Bank (1970 to 1997). Effective January 1, 1998, Mr. Morgan retired from both the Company and the Bank.
- ------------------------------------------------------------------------------- The executive officers of the Company listed above (except for Mr. Morgan) shall continue in office until the 1998 organizational meeting of the directors of the Company. It is expected that the current officers will be re-elected to the offices they now hold. The executive officers of the Bank listed above shall continue in office until the 1998 organizational meeting of its directors; and it is expected that these persons will be re-elected to the offices they now hold. Compliance with Section 16(a) of the Exchange Act The Company files this Form 10-K Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Since the Company does not have any class of securities registered pursuant to Section 12 of the Exchange Act, the provisions of Section 16 thereof are not applicable to the Company's directors, officers and shareholders. 49 ITEM 11 - EXECUTIVE COMPENSATION The following Summary Compensation Table sets forth the compensation paid to the chief executive officer, the only executive officer whose compensation exceeds $100,000, for the years 1997, 1996 and 1995:
- ------------------------------------------------------------------------------------------------------------------- Stock All Other Name and Salary Bonus Options Compensation Principal Position Year ($) ($) (1) ($) (2) - ------------------------------------------------------------------------------------------------------------------- L. Thomas Bulla 1997 $150,000 $20,000 $3,236 $22,767 President & CEO of the Company and the Bank 1996 $150,000 $25,000 $5,690 $28,100 1995 $137,500 $25,000 - $24,287
FOOTNOTES: (1) 1997 - The amount shown under the "Stock Options" column represents stock options for 400 shares, or 24.2% of the 1,656 total options awarded in 1997. The term of the options is for a period of 5 years, expiring on December 9, 2002. The options granted during 1997 will become exercisable on June 09, 1998. 1996 - The amount shown under the "Stock Options" column represents stock options for 640 shares, or 20.0% of the 3,200 total options awarded in 1996. The term of the options is for a period of five years, expiring on October 31, 2001. As of 12/31/97 none of the options had been exercised, but all options granted during 1996 became exercisable on 04/30/97.
Number of Securities Underlying Value of Options Options at FY-End at FY-End Name and Shares Value Exercisable/ Exercisable/ Principal Position Year Acquired Realized Unexercisable Unexercisable L. Thomas Bulla 1997 400 $0 0 / 400 $0 / $3,236 President & CEO of the 1996 640 $0 640 / 0 $5,690 / $0 Company and the Bank 1995 0 $0 0 / 0 $0 / $0
(2) The amount shown under the "All Other Compensation" column above for 1997 is the total of the following: (I) directors fees of $7,000, (ii) the amount of premiums paid by the Bank for term life insurance for Mr. Bulla's benefit of $1,266, (iii) 401-K Plan contribution of $6,390, (iv) Profit Sharing Supplemental Retirement Plan contribution of $5,228 (v) personal use of company-owned vehicle of $2,883. - -------------------------------------------------------------------------------- The Company has an employment agreement with its chief executive officer. This agreement contains change in control provisions that would entitle the officer to receive, under certain circumstances, twice his annual salary in the event there is a change in control in the Company (as defined therein) resulting in termination of his employment or voluntary resignation. The maximum contingent liability under this agreement approximated $300,000 at December 31, 1997. The Directors of the Company do not receive any fees or compensation for services as directors thereof. All of the directors of the Company, however, are also directors of the Bank; and, as such, receive $200.00 for each Board, and $50.00 for each Board Committee meeting attended, plus $200.00 per month. No Board Committee fees are paid to directors who are also salaried officers of the Bank. The Company's bonus plan is discretionary and is based upon several factors, including the overall financial performance of the Company and individual performance factors, among others. The bonus plan is directed by the Compensation Committee of the Board of Directors and currently covers those classified a Executive Officers of the 50 Company and its subsidiary bank. At the regularly scheduled 1996 stockholders' meeting, the shareholders voted to approve an incentive stock option plan. The purpose of the plan is to provide a method whereby key employees of the Company and its subsidiaries who are responsible for the management, growth, and protection of the business, and who are making substantial contributions to the success and profitability of the business, may be encouraged to acquire a stock ownership in the Company, thus creating a proprietary interest in the business and providing them with greater incentive to continue in the service of and to promote the interest of the Company and its stockholders. Accordingly, the Company will from time to time during the effective period of the plan, grant to the employees selected in the manner provided in the plan, options to purchase shares of the common stock of the Company subject to certain conditions specified in the plan. The maximum number of shares eligible under this plan is 5.0% of the current outstanding common shares, or 9,625 shares of the Company's common stock. The total amount of shares granted under this plan during 1996 was 3,200 shares, or 1.66% of the current outstanding common shares, with 200 shares reverting back to the plan due to an officer's termination during 1997. Thus, there are 3,000 shares outstanding as part of the 1996 option grant. No single person received more than 640 shares, or 0.33% of the current outstanding shares. The total amount of shares granted under this plan during 1997 was1,656 shares, or 0.86% of the current outstanding common shares. During 1997 no single person received more than 400 shares, or 0.21% of the current outstanding shares. For more information regarding the stock option plan, please refer to Note 11 of the Consolidated Financial Statements included in Item 8 of this filing. Information related to the Company's 401(k) and profit-sharing plans is summarized in Note 10 of the Consolidated Financial Statements included in Item 8 of this filing. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There are no shareholders, known to the Company, who beneficially own more than 5.0% of the Company's common stock, the only class of stock outstanding, as of December 31, 1997. The following table sets forth information as of December 31, 1997, regarding the amount and nature of the beneficial ownership of common stock of the Company held by each of the directors of the Company and by all of the directors and executive officers of the Company and the Bank as a group. As noted previously under Item 10, Mr. David A. Carson became a director of the Company and the Bank effective January 1, 1998. - ------------------------------------------------------------------------------- Shares Owned Percent of Name Beneficially Class - -------------------------------------------------------------------------------- Elwood Bare .................. 1,150 (1) 0.59% L. Thomas Bulla .............. 6,420 (2) 3.33% David A. Carson .............. 100 (3) 0.05% John R. Dawkins .............. 4,665 (4) 2.42% Richard E. Ford .............. 3,527 (5) 1.83% Walter Bennett Fuller ........ 2,000 (6) 1.04% William D. Goodwin ........... 1,570 (7) 0.81% Lucie T. Refsland, Ed.D ...... 303 (8) 0.16% William R. Satterfield, Jr ... 1,475 (9) 0.77% Richard L. Skaggs ............ 525 (10) 0.27% Ronald B. Snyder ............. 3,747 (11) 1.95% All Directors and Executive Officers of the Company & Bank as a Group (17 persons) 28,455 14.78% - ------------------------------------------------------------------------------- FOOTNOTES (1) Mr. Bare has sole voting and investment authority for 975 shares and shared voting and investment authority for 175 shares. (2) Mr. Bulla has sole voting and investment authority for 3,870 shares and shared voting and investment authority for 2,550 shares. (3) Mr. Carson has sole voting and investment authority for 100 shares. (4) Mr. has sole voting and investment authority for 4,665 shares. (5) Mr. Ford has sole voting and investment authority for 1,612 shares and shared voting and investment authority for 1,915 shares. (6) Mr. Fuller has sole voting and investment authority for 1,900 shares and shared voting and investment authority for 100 shares. (7) Mr. Goodwin has sole voting and investment authority for 920 shares and shared voting and investment authority for 650 shares. (8) Ms. Refsland has sole voting and investment authority for 303 shares. (9) Mr. Satterfield has sole voting and investment authority for 1,075 shares and shared voting and investment authority for 400 shares. (10)Mr. Skaggs has sole voting and investment authority for 200 shares and shared voting and investment authority for 325 shares. (11)Mr. Snyder has sole voting and investment authority for 325 shares and shared voting and investment authority for 3,422 shares. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In the ordinary course of business the Company's subsidiary, the Bank, as in the past, has had banking transactions with the directors and executive officers of the Company and the Bank, members of their immediate families, corporations and other entities in which such directors and officers were executive officers or had, directly or indirectly, beneficial ownership of 10% or more in any class of equity securities, and trusts in which they have a substantial beneficial interest or for which they serve as a fiduciary. Management of the Company is of the opinion that any outstanding extensions of credit to such persons were made in the ordinary course of the business of the Bank on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with other persons and do not involve more than the normal risk of collectibility or present other unfavorable features. See Note 4 of the Consolidated Financial Statements included in Item 8 of this filing for additional information related to loans granted to related parties. The Bank previously leased its branch banking facility on Route 219 North in Lewisburg, West Virginia, from Company Directors Goodwin and Satterfield. The lease term began April 1, 1986, and ran for a period of 10 years, expiring in March of 1996. The annual rental during the initial 10 year term was $90,446. In January of 1996, Bank Management and the Board of Directors attempted to renegotiate the lease to reduce the annual cost to the Bank. Negotiations did not result in a mutually satisfactory agreement, and the Board of Directors voted not to renew the existing lease, but to commence with the purchase of land and the construction of a new branch location. The lease was continued on a month-to-month basis through January, 1997, when construction of the new Bank-owned branch location was completed. During 1997, the Bank paid the lessors total rent in the amount of $7,537. On occasion, certain Directors of the Company who are professionals in the fields of law and insurance have provided, and are expected to continue to provide, incidental legal and insurance services on behalf of the Company and/or its subsidiary bank. These services do not individually, or in the aggregate, exceed 10% of equity. 52 PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Page(s) in Form 10-K ( a ) (1)Financial Statements The following consolidated financial statements and accountant's report appear on pages 23 through 45 of this Form 10-K Report of independent auditors.................................................................................23 Consolidated balance sheets at December 31, 1997 and 1996......................................................24 Consolidated statements of income for the years ended December 31, 1997, 1996, and 1995...........................................................................25 Consolidated statements of shareholders' equity for the years ended December 31, 1997, 1996, and 1995.......................................................26 Consolidated statements of cash flows for the years ended December 31, 1997, 1996, and 1995...........................................................................27 Notes to the consolidated financial statements............................................................28 - 45 ( a ) (2)Financial Statement Schedules All other schedules for which provision is made in the applicable regulations of the Commission have been omitted as the schedules are not required under the related instructions, or are not applicable, or the information required thereby is set forth in the financial statements or the notes thereto ( a ) (3)Exhibits required to be filed by Item 601 of Regulation S-K and 14( c ) of Form 10-K See index to exhibits.......................................................................................56 ( b ) Reports on Form 8-K No reports on Form 8-K have been filed by the registrant during the quarter ended December 31, 1997. ( c ) Exhibits See Item 14(a)(3), above ( d ) Financial Statement Schedules See Item 14(a)(2), above
53 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST NATIONAL BANKSHARES CORPORATION (Registrant) By: /s/ L. Thomas Bulla 03/24/98 ------------------------------------------------- L. Thomas Bulla President, Chief Executive Officer & Director (Principal Executive Officer) /s/ Charles A. Henthorn 03/24/98 ------------------------------------------------- Charlest A. Henthron Executive Vice President and Secretary to the Board of Directors /s/ Jack D. Whitt 03/24/98 ------------------------------------------------- Jack D. Whitt, Chief Financial Officer, First National Bank (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ William D. Goodwin 03/24/98 - -------------------------------- ------------------------------------------ S. Elwood Bare, Director William D. Goodwin, Director /s/ Lucie T. Refsland 03/24/98 - -------------------------------- ------------------------------------------ David A. Carson, Director Lucie T. Refsland, Director /s/ William R. Satterfield Jr. 03/24/98 - -------------------------------- ------------------------------------------ John R. Dawkins, Director William R. Satterfield, Jr., Director /s/ Richard E. Ford 03/24/98 /s/ Richard L. Skaggs 03/24/98 - -------------------------------- ------------------------------------------ Richard E. Ford, Director Richard L. Skaggs, Director /s/ Bennett Fuller 03/24/98 /s/ Ronald B. Snyder 03/24/98 - -------------------------------- ------------------------------------------ Bennett Fuller, Director Ronald B. Snyder, Director Date: 03/24/98 ---------- 54 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT The Company has not yet sent an annual report and proxy materials to its stockholders. Such report and material shall be sent to its stockholders subsequent to the filing of this Form 10-K, and copies thereof shall be furnished to the Commission upon request. 55
INDEX TO EXHIBITS PAGE NUMBER(S) IN FORM 10-K, OR EXHIBIT PRIOR FILING NUMBER DESCRIPTION REFERENCE (3)I Articles of Incorporation of Registrant........................................... ( a ) (3)ii By-laws of Registrant............................................................. ( a ) (10) Material Contracts A Agreement dated October 14, 1993, between L. Thomas Bulla and First National Bank................................................. ( a ) B Summary of Lease terms for Charleston branch facility........................ ( b ) C Form S-8 Registration Statement under the Securities Act of 1933............. ( c ) D Specimen Copy of Incentive Stock Option Plan Agreement....................... ( d ) (11) Calculation of Basic and Diluted Computation of Earnings per Share................ 57 (21) Subsidiary of Registrant.......................................................... 58 (23) Consents of experts and counsel Consent of Independent Auditors.............................................. 59 (27) Financial Data Schedule.......................................................... 60 - 61
- -------------------------------------------------------------------------------- ( a ) Incorporated by reference to exhibits to First National Bankshares Corporation's Form 10-K Annual Report dated December 31, 1994, and filed with the Securities and Exchange Commission on or about March 28, 1995. ( b ) Incorporated by reference to exhibits to First National Bankshares Corporation's Form 10-Q Quarterly Report dated March 31, 1996, filed with the Securities and Exchange Commission on or about May 3, 1996. ( c ) Incorporated by reference to exhibits to First National Bankshares Corporation's Form S-8 dated July 31, 1996, filed with the Securities and Exchange Commission on or about July 31, 1996. ( d ) Incorporated by reference to exhibits to First National Bankshares Corporation's Form 10-K Annual Report dated December 31, 1996, and filed with the Securities and Exchange Commission on or about March 29, 1997. 56 EXHIBIT (11) BASIC AND DILUTED COMPUTATION OF EARNINGS PER SHARE - -------------------------------------------------------------------------------- Earnings Per Share Basic Earnings per Share is calculated based upon the Company's net income after income taxes, divided by the weighted average number of shares outstanding during the fiscal period. Diluted Earnings Per Share is calculated based upon the Company's net income after income taxes, divided by the weighted average number of shares outstanding during the period plus the conversion, exercise or issuance of all potential common stock instruments unless the effect is to increase the income per common share from continuing operations. 57 EXHIBIT (21) SUBSIDIARY OF THE REGISTRANT - ------------------------------------------------------------------------------- The following is the subsidiary of the registrant. Such subsidiary is incorporated in the State of West Virginia. FIRST NATIONAL BANK, a national banking association organized under the laws of the United States of America. 58 EXHIBIT (23) CONSENT OF INDEPENDENT AUDITORS - -------------------------------------------------------------------------------- (ARNETT & FOSTER, P.L.L.C. LETTERHEAD) CONSENT OF INDEPENDENT AUDITORS Securities and Exchange Commission Washington, D.C. We hereby consent to the inclusion in this Annual Report on Form 10-K of our report dated January 30, 1998, on our audit of the consolidated financial statements of First National Bankshares Corporation as of December 31, 1997 and 1996, and for the three years in the period ended December 31, 1997, appearing in Part II, Item 8 of the 1997 Form 10-K of First National Bankshares Corporation. /s/ ARNETT & FOSTER, P.L.L.C. Charleston, West Virginia March 30, 1998 59 EXHIBIT (27) FINANCIAL DATA SCHEDULE - -------------------------------------------------------------------------------- DATE: 12/31/97 EX-27 2 FDS --
9 0000814178 First National Bankshares Corporation 1,000 U.S. DOLLARS 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 1.0000 2,742 68,301 3,159 0 4,989 12,322 12,405 69,108 636 95,430 78,336 1,330 939 5,500 0 0 963 8,362 95,430 5,811 1,040 190 7,041 2,761 3,077 3,964 31 0 3,087 1,268 1,268 0 0 792 4.11 4.11 8.33 1,733 0 0 0 654 108 59 636 636 0 0
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