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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from/to

 


 

NB&T FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 


 

Ohio   31-1004998

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

48 N. South Street, Wilmington, Ohio 45177

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number: (513) 382-1441

 


 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)     Yes  ¨    No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: As of August 1, 2003, 3,227,893 common shares were issued and outstanding.

 


 

1


Table of Contents

NB&T FINANCIAL GROUP, INC.

June 30, 2003 Form 10-Q

Table of Contents

 

          Page

     PART I     

Item 1:

  

Financial Statements

   3
    

Condensed Consolidated Balance Sheets

   3
    

Condensed Consolidated Statements of Income

   4
    

Condensed Consolidated Statements of Cash Flows

   5
    

Notes to Condensed Consolidated Financial Statements

   6
    

Independent Accountants’ Report

   9

Item 2:

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10

Item 3:

  

Quantitative and Qualitative Disclosures about Market Risk

   15

Item 4:

  

Controls and Procedures

   15
     Part II     

Item 1:

  

Legal Proceedings

   16

Item 2:

  

Changes in Securities and Use of Proceeds

   16

Item 3:

  

Defaults Upon Senior Securities

   16

Item 4:

  

Submission of Matters to a Vote of Security Holders

   16

Item 5:

  

Other Information

   16

Item 6:

  

Exhibits and Reports on Form 8-K

   16

Signatures

   17

Certifications

   19

 

 

2


Table of Contents

NB&T Financial Group, Inc.

 

Condensed Consolidated Balance Sheets

 

(Dollars in thousands)


  

June 30,

2003


   

December 31,

2002


 
     (Unaudited)        

Assets

                

Cash and due from banks

   $ 19,347     $ 18,812  

Interest-bearing demand deposits

     4       10  

Federal funds sold

     9,691       6,988  
    


 


Cash and cash equivalents

     29,042       25,810  
    


 


Securities—available-for-sale

     177,834       168,600  

Securities—held-to-maturity

     40,121       44,490  

Loans, net of allowance for loan losses of $ 4,058 and $4,010

     399,071       380,661  

Premises and equipment

     14,466       14,832  

Federal Reserve and Federal Home Loan Bank stock

     7,736       7,598  

Goodwill and other intangibles

     7,399       7,584  

Interest receivable and other assets

     15,813       15,228  
    


 


Total assets

   $ 691,482     $ 664,803  
    


 


Liabilities and Stockholders’ Equity

                

Liabilities

                

Deposits

                

Demand

   $ 50,666     $ 52,273  

Savings, NOW and Money Market

     223,516       208,221  

Time

     196,437       207,595  
    


 


Total deposits

     470,619       468,089  
    


 


Short-term borrowings

     23,647       19,240  

Long-term debt

     134,790       116,446  

Interest payable and other liabilities

     3,634       3,724  
    


 


Total liabilities

     632,690       607,499  
    


 


Commitments and Contingencies

                

Stockholders’ Equity

                

Preferred stock, no par value, authorized 100,000 shares; none issued
Common stock, no par value; authorized 6,000,000 shares; issued – 3,818,950 shares

     1,000       1,000  

Additional paid-in capital

     9,402       9,270  

Retained earnings

     53,511       51,792  

Unearned employee stock ownership plan (ESOP) shares

     (1,649 )     (1,703 )

Accumulated other comprehensive income

     1,468       2,064  

Treasury stock; 575,518 and 596,418 shares at cost in 2003 and 2002

     (4,940 )     (5,119 )
    


 


Total stockholders’ equity

     58,792       57,304  
    


 


Total liabilities and stockholders’ equity

   $ 691,482     $ 664,803  
    


 


 

See Notes to Condensed Consolidated Financial Statements

 

3


Table of Contents

NB&T Financial Group, Inc.

 

Consolidated Statements of Income

 

     Three Months Ended June 30,

        Six Months Ended June 30,

(Dollars in thousands, except per share amounts)


   2003

   2002

        2003

   2002

     (Unaudited)         (Unaudited)

Interest and Dividend Income

                                

Loans

   $ 6,652    $ 7,332         $ 13,424    $ 14,750

Securities-Taxable

     1,758      2,268           3,459      4,449

Securities-Tax-exempt

     402      678           1,069      1,356

Federal funds sold and other

     32      20           64      91

Dividends on Federal Home Loan and Federal Reserve Bank stock

     82      85           160      163
    

  

       

  

Total interest and dividend income

     8,926      10,383           18,176      20,809
    

  

       

  

Interest Expense

                                

Deposits

     1,887      2,819           3,954      6,089

Short-term borrowings

     50      90           103      184

Long-term debt

     1,595      1,434           3,121      2,855
    

  

       

  

Total interest expense

     3,532      4,343           7,178      9,128
    

  

       

  

Net Interest Income

     5,394      6,040           10,998      11,681

Provision for Loan Losses

     487      475           1,027      850
    

  

       

  

Net Interest Income After Provision for Loan Losses

     4,907      5,565           9,971      10,831
    

  

       

  

Non-interest Income

                                

Trust income

     223      234           417      467

Service charges and fees

     875      593           1,641      1,150

ATM network fees

     114      151           227      316

Insurance agency commissions

     707      598           1,358      1,114

Net gains on sales of securities available-for-sale

     361      34           907      34

Other

     380      696           719      1,184
    

  

       

  

Total non-interest income

     2,660      2,306           5,269      4,265
    

  

       

  

Non-interest Expense

                                

Salaries and employee benefits

     2,812      2,731           5,866      5,383

Net occupancy expense

     338      288           684      591

Equipment and data processing expense

     763      797           1,468      1,570

Professional fees

     422      323           750      593

Marketing expense

     171      240           331      398

State franchise tax

     200      128           378      272

Amortization of intangibles

     178      156           352      298

Other

     631      870           1,373      1,696
    

  

       

  

Total non-interest expense

     5,515      5,533           11,202      10,801
    

  

       

  

Income Before Income Tax

     2,052      2,338           4,038      4,295

Provision for Income Taxes

     461      439           810      857
    

  

       

  

Net Income

   $ 1,591    $ 1,899         $ 3,228    $ 3,438
    

  

       

  

Basic Earnings Per Share

   $ .51    $ .62         $ 1.03    $ 1.11
    

  

       

  

Diluted Earnings Per Share

   $ .50    $ .61         $ 1.02    $ 1.10
    

  

       

  

Dividends Declared Per Share

   $ .24    $ .23         $ 1.02    $ .46
    

  

       

  

 

See Notes to Condensed Consolidated Financial Statements

 

4


Table of Contents

NB&T Financial Group, Inc.

 

Condensed Consolidated Statements of Cash Flows

 

    

Six Months Ended,

June 30


 

(Dollars in thousands)


   2003

    2002

 
     (Unaudited)  

Operating Activities

                

Net income

   $ 3,228     $ 3,438  

Items not requiring (providing) cash

                

Depreciation and amortization

     1,233       1,235  

Provision for loan losses

     1,027       850  

Amortization of premiums and discounts on securities

     864       290  

Net realized (gains) losses on available-for-sale securities

     (907 )     (34 )

FHLB stock dividends

     (138 )     (151 )

Net change in:

                

Loans held for sale

     (322 )     (3,111 )

Other assets and liabilities

     (399 )     (294 )
    


 


Net cash provided by operating activities

     4,586       2,223  
    


 


Investing Activities

                

Purchases of available-for-sale securities

     (121,275 )     (62,174 )

Purchase of Federal Reserve Bank stock

     -0-       (135 )

Proceeds from sales of available-for-sale securities

     34,550       2,459  

Proceeds from maturities of available-for-sale securities

     76,619       50,793  

Proceeds from maturities of held-to-maturity securities

     4,380       -0-  

Net change in loans

     (19,115 )     (2,567 )

Purchase of premises and equipment

     (577 )     (2,270 )

Proceeds from sales of premises and equipment

     57       98  
    


 


Net cash provided (used) in investing activities

     (25,361 )     (13,796 )
    


 


Financing Activities

                

Net change in:

                

Deposits

     2,530       (5,159 )

Short-term borrowings

     4,407       2,691  

Proceeds from trust preferred securities

     -0-       8,000  

Proceeds from FHLB advances

     20,000       -0-  

Repayment of FHLB advances

     (1,656 )     (942 )

Cash dividends

     (1,556 )     (1,476 )

Proceeds from exercise of stock options

     282       -0-  
    


 


Net cash provided by (used in) financing activities

     24,007       3,114  
    


 


Increase (Decrease) in Cash and Cash Equivalents

     3,232       (8,459 )

Cash and Cash Equivalents, Beginning of Year

     25,810       28,437  
    


 


Cash and Cash Equivalents, End of Period

   $ 29,042     $ 19,978  
    


 


 

See Notes to Condensed Consolidated Financial Statements

 

5


Table of Contents

NB&T Financial Group, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2003

(Unaudited)

 

Note 1: Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q. The Form 10-Q does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Only material changes in financial condition and results of operations are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The consolidated balance sheet as of December 31, 2002 has been derived from the audited consolidated balance sheet of that date.

 

In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary to present fairly the financial condition of NB&T Financial Group, Inc. as of June 30, 2003, and December 31, 2002, and the results of its operations for the three and six month periods and cash flows for the six months ended June 30, 2003 and 2002. The results of operations for the interim periods reported herein are not necessarily indicative of results of operation to be expected for the entire year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2002 filed with the Commission.

 

Note 2: Securities

 

The amortized cost and approximate fair values of securities are as follows (thousands):

 

    

Amortized

Cost


  

Gross

Unrealized

Gains


  

Gross

Unrealized

Losses


  

Approximate

Fair Value


June 30, 2003:

                           

Available-for-Sale Securities:

                           

U.S. government agencies

   $ 51,226    $ 575    $ 0    $ 51,801

Mortgage-backed securities

     107,795      1,427      244      108,978

State and political subdivisions

     8,578      448      0      9,026

Other securities

     8,010      19      0      8,029
    

  

  

  

     $ 175,609    $ 2,469    $ 244    $ 177,834
    

  

  

  

Held-to-Maturity Securities:

                           

State and political subdivisions

   $ 40,121    $ 1,985    $ 3    $ 42,103
    

  

  

  

December 31, 2002:

                           

Available-for-Sale Securities:

                           

U.S. government agencies

   $ 44,315    $ 339    $ 0    $ 44,654

Mortgage-backed securities

     104,572      2,531      3      107,100

State and political subdivisions

     8,576      265      0      8,841

Other securities

     8,010      8      13      8,005
    

  

  

  

     $ 165,473    $ 3,143    $ 16    $ 168,600
    

  

  

  

Held-to-Maturity Securities:

                           

State and political subdivisions

   $ 44,490    $ 1,216    $ 76    $ 45,630
    

  

  

  

 

6


Table of Contents

NB&T Financial Group, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2003

(Unaudited)

 

Note 3: Loans

 

Categories of loans include (thousands):

 

    

June 30,

2003


    December 31,
2002


 

Commercial and industrial

   $ 93,729     $ 108,513  

Agricultural

     22,673       20,857  

Real estate construction

     11,792       7,282  

Commercial real estate

     37,693       28,179  

Residential real estate

     147,961       141,417  

Consumer

     85,037       74,533  

Other

     4,738       4,247  
    


 


Total loans

     403,623       385,028  

Less

                

Net deferred loan fees, premiums and discounts

     (494 )     (357 )

Allowance for loan losses

     (4,058 )     (4,010 )
    


 


Net loans

   $ 399,071     $ 380,661  
    


 


 

Activity in the allowance for loan losses was as follows (thousands):

 

     Six Months Ended June 30,

 
     2003

    2002

 

Balance, beginning of year

   $ 4,010     $ 3,810  

Provision for loan losses

     1,027       850  

Recoveries

     302       142  

Charge-offs

     (1,281 )     (996 )
    


 


Balance, end of period

   $ 4,058     $ 3,806  
    


 


 

Impaired loans totaled $4,598,000 and $4,214,000 at June 30, 2003 and December 31, 2002, respectively. An allowance for loan losses of $1,391,000 and $1,542,000 relates to impaired loans of $3,779,000 and $4,196,000 at June 30, 2003 and December 31, 2002, respectively. At June 30, 2003 and December 31, 2002, impaired loans of $819,000 and $18,000 had no related allowance for loan losses.

 

At June 30, 2003 and December 31, 2002, accruing loans delinquent 90 days or more totaled $955,000 and $1,391,000, respectively. Non-accruing loans at June 30, 2003 and December 31, 2002 were $6,287,000 and $4,734,000, respectively.

 

7


Table of Contents

NB&T Financial Group, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2003

(Unaudited)

 

Note 4: Commitments

 

Outstanding commitments to extend credit as of June 30, 2003 total $44,162,000. Standby letters of credit as of June 30, 2003 total $879,000.

 

Note 5: Earnings Per Share

 

The factors used in the earnings per share computation were as follows (thousands, except share and per share amounts):

 

    

Three Months Ended

June 30,


   Six Months Ended
June 30,


     2003

   2002

   2003

   2002

Numerator:

                           

Net income

   $ 1,591    $ 1,899    $ 3,228    $ 3,438
    

  

  

  

Denominator:

                           

Weighted-average common shares outstanding (basic)

     3,144,462      3,085,730      3,137,835      3,085,730

Effect of stock options

     28,568      29,327      31,238      27,843
    

  

  

  

Weighted-average common shares outstanding (diluted)

     3,173,030      3,115,057      3,169,073      3,113,573
    

  

  

  

Earnings per share:

                           

Basic

   $ .51    $ .62    $ 1.03    $ 1.11
    

  

  

  

Diluted

   $ .50    $ .61    $ 1.02    $ 1.10
    

  

  

  

 

For the three and six months ended June 30, 2003 and 2002, stock options covering 49,200 and 60,700 shares of common stock were not considered in computing earnings per share, as they were antidilutive.

 

Note 6: Stock Options

 

The Company accounts for its stock option plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (thousands, except per share amounts):

 

        

Three Months Ended

June 30,


        

Six Months Ended

June 30,


 
         2003

     2002

         2003

       2002

 

Net income, as reported

       $ 1,591      $ 1,899          $ 3,228        $ 3,438  

Less: Total stock-based employee compensation determined under the fair value based method, net of income taxes

         (19 )      (18 )          (38 )        (35 )
        


  


      


    


Pro forma net income

       $ 1,572      $ 1,881          $ 3,190        $ 3,403  
        


  


      


    


Earnings per share:

                                             

Basic—as reported

       $ .51      $ .62          $ 1.03        $ 1.11  
        


  


      


    


Basic—pro forma

       $ .50      $ .61          $ 1.02        $ 1.10  
        


  


      


    


Diluted—as reported

       $ .50      $ .61          $ 1.02        $ 1.10  
        


  


      


    


Diluted—pro forma

       $ .50      $ .60          $ 1.01        $ 1.09  
        


  


      


    


 

8


Table of Contents

Independent Accountants’ Report

 

Board of Directors

NB&T Financial Group, Inc.

Wilmington, Ohio

 

We have reviewed the accompanying condensed consolidated balance sheet of NB&T Financial Group, Inc. as of June 30, 2003 and the related condensed consolidated statements of income for the three and six month periods and cash flows for the six-month periods ended June 30, 2003 and 2002. These financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2002 and the related consolidated statements of income, retained earnings and cash flows for the year then ended (not presented herein), and in our report dated February 5, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

BKD, LLP

 

Cincinnati, Ohio

 

July 11, 2003

 

9


Table of Contents

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

 

Results of Operations

 

Net income for the second quarter of 2003 was $1.59 million, a decrease of $308,000, or 16.2%, from the second quarter of 2002 net income of $1.90 million. Net income per share-basic was $.51 for the second quarter of 2003, compared to $.62 per share for the second quarter of 2002, a decrease of 17.7%. Return on average equity and return on average assets for the second quarter of 2003 were 10.94% and 0.92%, respectively, compared to 14.83% and 1.13% for the same period in 2002. Net income for the first six months of 2003 was $3.23 million, a decrease of $210,000, or 6.1%, from the first six months of 2002 net income of $3.44 million. Net income per share-basic was $1.03 for the first six months of 2003, compared to $1.11 per share for the first six months of 2002, a decrease of 7.2%. Return on average equity and return on average assets for the first six months of 2003 were 11.21% and 0.94%, respectively, compared to 13.50% and 1.02% for the same period in 2002.

 

Net Interest Income

 

Net interest income was $5.39 million for the second quarter of 2003 and $11.0 million for the first six months of 2003, a decrease of $646,000 and $683,000 respectively, compared to the same periods last year. Interest income totaled $8.93 million for the second quarter of 2003, a decrease of 14% from $10.38 million during the same period last year. Interest income for the first six months of 2003 totaled $18.18 million, a decrease of 12.7% from $20.81 million during the same period last year. Although average loans and securities outstanding for the second quarter and the first six months increased 3.64% and 3.01%, compared to the prior year, the effect of the decline in their average yields exceeded the effect of those gains. The yield on average loans decreased from 7.63% in the second quarter of 2002 to 6.70% in the second quarter of 2003 while the yield on average loans decreased from 7.70% for the first six months of 2002 to 6.88% for the same period in 2003. The tax-equivalent yield on average securities decreased from 5.70% for the second quarter last year to 4.13% for the second quarter of this year, and the tax-equivalent yield on average securities decreased from 5.71% for the first six months of 2002 to 4.35% for the same period this year. A decrease in interest expense of 18.7% to $3.53 million during the second quarter of 2003 from $4.34 million during the same period last year offset most of the decrease in the second quarter’s interest income. Similarly, a decrease in interest expense of 21.4% to $7.18 million during the first six months of 2003 from $9.13 million during the same period last year offset most of the decrease in year-to-date interest income. Average interest-bearing liabilities for the second quarter increased 3.07% from last year to $584 million, and their cost decreased from 3.07% during the second quarter of last year to 2.43% in the second quarter of this year. Average interest-bearing liabilities for the first six months of 2003 decreased .22% from last year to $578.4 million, and their cost decreased from 3.18% to 2.50%. Tax-equivalent net interest margin decreased to 3.47% for the second quarter of this year from 4.06% for the second quarter of last year while the tax-equivalent net interest margin decreased to 3.60% for the first six months of 2003 from 3.92% for the same period last year.

 

Provision for Loan Losses

 

The provision for credit losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in the Bank’s loan portfolio at each balance sheet date. The provision for loan losses increased 2.6% to $487,000 during the second quarter of 2003 from $475,000 during the second quarter of last year. For the first six months of 2003, the provision increased 20.9% to $1.03 million from $850,000 for the same period last year. The higher provision for loan losses for 2003 was attributable to an increase in net charge-offs and management’s evaluation of the loan portfolio and potential weaknesses of specific loans. Net charge-offs for the first six months of 2003 were $979,000, or 0.50% (annualized), compared to $854,000, or 0.45% (annualized), for the same period in 2002.

 

Non-interest Income

 

Non-interest income, excluding gains on sales of securities, was $2.30 million for the second quarter of 2003, an increase of 1.1% over the $2.27 million earned in the second quarter of 2002. Non-interest income, excluding gains on sales of securities, was $4.36 million for the first six months of 2003, and increase of 3.1% over the $4.23 million in the same period in 2002. Service charges and fees increased 47.6% from the second quarter last year and 42.7% due to increases in overdraft fees and debit card revenue. In August 2002, the Company introduced the Overdraft Honor program that aids customers by paying more and returning fewer overdraft checks. Insurance agency commissions increased 18.2% in the second quarter of 2003 and 13.5% in the first six months of 2003, compared to the same periods last year, due to increased sales of annuity products. These revenue increases were partially offset by

 

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decreases in Trust and ATM network fees and income from bank-owned life insurance. Trust income decreased 4.7% from the second quarter of last year and 10.9% from the first six months of last year as a result of market value decreases in the accounts managed. ATM network fees decreased 24.5% from the second quarter of last year and 28.2% from the first six months of last year as a result of fewer units in operation during 2003 compared to the same periods in 2002. Other income decreased primarily due to a decrease in BOLI income of $258,000 from 2002 to 2003 as a result of a death benefit claim made in May 2002.

 

The Company had $361,000 in securities gains in the second quarter of 2003, resulting from the sale of $15.6 million in mortgage-backed securities and U.S. agency notes. Security gains for the first six months of 2003 totaled $907,000, resulting from the sale of $34.5 million in mortgage-backed securities and U.S. agency notes.

 

Non-interest Expense

 

Non-interest expense was $5.52 million for the second quarter of 2003, compared to $5.53 million for the second quarter of 2002. Other expense declined $239,000 in the second quarter from the same quarter last year due to write-off of assets primarily related to the Insurance Agency in 2002. For the first six months of 2003, non-interest expense was $11.2 million, compared to $10.8 million for the same period in 2002. The increase occurred primarily due to increases in salaries and benefits expense. The average number of full-time equivalent employees has increased to 272 for the six months ended June 30, 2003, from 264 for the same period in 2002. In addition, health care and retirement benefit expenses, including the 401k and employee stock ownership plans, were higher for the six months ended June 30, 2003, compared to the same period last year.

 

Income Taxes

 

The provision for income taxes for the second quarter of 2003 was $461,000, compared to $439,000 for the same period in 2002. The provision for income taxes for the first six months of 2003 was $810,000, compared to $857,000 for the same period last year. The effective tax rate for the three months ended and six months ended June 30, 2003 was 22.4% and 20.1%, respectively, compared to 18.8% and 20% for the same periods in 2002.

 

Financial Condition

 

The changes that have occurred in NB&T Financial Group, Inc.’s financial condition during 2003 are as follows (in thousands):

 

    

June 30

2003


  

December 31

2002


   Amount

    Percent

 

Total Assets

   $ 691,482    $ 664,803    $ 26,679     4.0  

Federal Funds Sold

     9,691      6,988      2,703     39.0  

Loans (a)

     403,129      384,671      18,458     4.8  

Securities

     217,955      213,090      4,865     2.3  

Demand deposits

     50,666      52,273      (1,607 )   (3.1 )

Savings, NOW, MMDA deposits

     223,516      208,221      15,295     7.3  

CD’s $100,000 and over

     41,965      42,633      (668 )   (1.6 )

Other time deposits

     154,472      164,962      (10,490 )   (6.4 )

Total deposits

     470,619      468,089      2,530     (0.1 )

Short-term borrowing

     23,647      19,240      4,407     22.9  

Long-term borrowing

     134,790      116,446      18,344     15.8  

Stockholders Equity

     58,792      57,304      1,488     2.6  

(a)   Includes loans held for sale

 

At June 30, 2003, total assets were $691.5 million, an increase of $26.7 million from December 31, 2002. The increase is primarily attributable to an increase in the loan portfolio of $18.5 million and the securities portfolio of $4.9 million. In addition, cash and cash equivalents increased $3.2 million. The asset growth was funded by a combination of an increase in deposits, repurchase agreements and Federal Home Loan Bank advances. Deposits increased $2.5 million primarily in the corporate money market accounts. Federal Home Loan Bank advances increased $18.3 million during the year to fund the increase in the securities portfolio. Stockholders’ equity increased $1.5 million during the year to $58.8 million due to an increase in retained earnings for the quarter

 

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partially offset by a decrease in other comprehensive income of $596,000 due to a change in market value of securities available for sale.

 

Average total assets increased 3.5% to $695.2 million from the second quarter of 2002. Average total loans increased to $398.0 million, an increase of 3.5% from the same quarter of last year. The commercial loan average grew $9.1 million, an increase of 5.2%, and the personal loan average grew $7.8 million, an increase of 10.7%. Commercial and industrial lending to small to mid-sized companies continues to be an area of growth for the Company, and the Bank has increased its efforts to originate automobile loans through its dealer network. Real estate loans declined $3.5 million, a decrease of 2.5%, due to increased customer refinancing. The securities portfolio average has increased $9.1 million from the second quarter of 2002 to $238.4 million. During the first six months of 2003, the Company has purchased $121.3 million in agency notes and mortgage-backed securities, $30.0 million of which was leveraged with $20 million in Federal Home Loan Bank advances. In that same time period, $34.5 million in securities were sold at a gain of $907,000, $49 million in bonds were called and approximately $26.7 million in payments on mortgage-backed securities were received.

 

Average total deposits remained relatively unchanged at $476.8 million for the second quarter of 2003, compared to an average of $476.5 million for the same quarter last year. Average small certificates of deposit decreased $11.9 million, or 6.9%, as the Company reduced its cost of funds and customers continued to seek out higher rates of return. Average short-term borrowings declined $3.3 million or 12.8% from the second quarter of 2002 due to decreased public fund balances in repurchase agreements. Average Federal Home Loan Bank borrowings increased $13.3 million, or 11.7%, due to the Company leveraging security purchases in the first quarter with an additional $20 million in fixed-rate advances. Average long-term debt increased $7.5 million from the second quarter of 2002, primarily due to the issuance of $8.0 million of trust preferred debt in the second quarter of 2002.

 

Allowance for Loan Losses

 

The following table is a summary of the Company’s loan loss experience for the periods ended June 30, 2003 and 2002:

 

     Three Months Ended
June 30


          

Six Months Ended

June 30


 
     2003

    2002

           2003

       2002

 

Balance at beginning of period

   $ 4,123     $ 3,868            $ 4,010        $ 3,810  

Charge-offs:

                                          

Commercial and industrial

     (114 )     (172 )            (329 )        (221 )

Commercial real estate

     (1 )     —                (47 )        (1 )

Agricultural

     (75 )     —                (75 )        (12 )

Residential real estate

     (54 )     (43 )            (99 )        (98 )

Consumer

     (489 )     (360 )            (730 )        (656 )

Other

     —         (8 )            (1 )        (8 )
    


 


        


    


Total charge-offs

     (733 )     (583 )            (1,281 )        (996 )
    


 


        


    


Recoveries:

                                          

Commercial and industrial

     93       2              148          24  

Commercial real estate

     2       —                2          —    

Agricultural

     14       —                13          —    

Residential real estate

     5       2              8          2  

Consumer

     67       41              131          115  

Other

     —         1              —            1  
    


 


        


    


Total recoveries

     181       46              302          142  
    


 


        


    


Net charge-offs

     (552 )     (537 )            (979 )        (854 )

Acquired in acquisition

                                          

Provision for possible loan losses

     487       475              1,027          850  
    


 


        


    


Balance at end of period

   $ 4,058     $ 3,806            $ 4,058        $ 3,806  
    


 


        


    


 

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The following table sets forth selected information regarding the Company’s loan quality at the dates indicated (in thousands):

 

    

June 30

2003


   

December 31

2002


   

June 30

2002


 

Loans accounted for on non-accrual basis

   $ 6,287     $ 4,734     $ 5,290  

Accruing loans which are past due 90 days

     955       1,391       352  

Renegotiated loans

     0       0       0  

Other real estate owned

     175       226       149  
    


 


 


Total non-performing assets

   $ 7,417     $ 6,351     $ 5,791  
    


 


 


Ratios:

                        

Allowance to total loans

     1.01 %     1.04 %     .98 %

Net charge-offs to average loans (annualized)

     .50 %     0.49 %     .45 %

Non-performing assets to total loans and other real estate owned

     1.84 %     1.65 %     1.49 %

 

The allowance is maintained to absorb potential losses in the portfolio. Management’s determination of the adequacy of the reserve is based on reviews of specific loans, loan loss experience, general economic conditions and other pertinent factors. If, as a result of charge-offs or increases in risk characteristics of the loan portfolio, the reserve is below the level considered by management to be adequate to absorb possible future loan losses, the provision for loan losses is increased. Loans deemed not collectible are charged off and deducted from the reserve. Recoveries on loans previously charged off are added to the reserve.

 

The Company allocates the allowance for loan losses to specifically classified loans and non-classified loans generally based on three-year net charge-off history. In assessing the adequacy of the allowance for loan losses, the Company considers three principal factors: (1) the three-year rolling average charge-off percentage applied to the current outstanding balance by portfolio type; (2) specific percentage applied to individual loans estimated by management to have a potential loss; and (3) estimated losses attributable to economic conditions. Economic conditions considered include unemployment levels, the condition of the agricultural business, and other local economic factors.

 

As of June 30, 2003, there were $4.1 million in twenty-two non-accrual small business relationships. The majority of this amount consisted of two relationships, one of which is $1.3 million in the nursing home business and has been making monthly payments since January 2002 following the signing of a forbearance agreement. The second relationship amounts to $1.1 million and is in the hotel business.

 

Non-accrual residential real estate loans consisted of twenty-five loans that total $1.7 million with the largest balance being $185,319. Non-accrual personal loans consisted of eleven loans that total $161,591, and home equity credit lines consisted of 8 loans totaling $317,145.

 

Liquidity and Capital Resources

 

Effective liquidity management ensures that the cash flow requirements of depositors and borrowers, as well as Company cash needs, are met. The Company manages liquidity on both the asset and liability sides of the balance sheet. The loan to deposit ratio at June 30, 2003, was 85.7%, compared to 82.1% at the same date in 2002. Loans to total assets were 58.3% at the end of the second quarter of 2003, compared to 57.3% at the same time last year. Management strives to keep this ratio below 70%. Of the total securities portfolio, 82.3% consists of available-for-sale securities that are readily marketable. Approximately 79.7% of the available-for-sale portfolio is pledged to secure public deposits, short-term and long-term borrowings and for other purposes as required by law. The balance of the available-for-sale securities could be sold if necessary for liquidity purposes. Also, a stable deposit base, consisting of 91.1% core deposits, makes the Company less susceptible to large fluctuations in funding needs. The Company has short-term borrowing lines of credit with several correspondent banks. The Company also has both short- and long-term borrowing available through the Federal Home Loan Bank (FHLB). The Company has the ability to obtain deposits in the brokered certificate of deposit market to help provide liquidity to fund loan growth.

 

The Federal Reserve Board has adopted risk-based capital guidelines that assign risk weightings to assets and off-balance sheet items and also define and set minimum capital requirements (risk-based capital ratios). Bank holding companies must maintain total

 

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risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 8%, 4% and 3%, respectively. At June 30, 2003, NB&T Financial Group, Inc. had a total risk-based capital ratio of 14.43%, a Tier 1 risk-based capital ratio of 13.49%, and a Tier 1 leverage ratio of 8.41%.

 

CRITICAL ACCOUNTING POLICIES

 

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail in the notes to the Company’s consolidated financial statements for the year ended December 31, 2002. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, or complex.

 

Allowance for Loan Losses—The allowance for loan losses provides coverage for probable losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for loan losses each quarter based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates of specific and expected losses, including volatility of default probabilities, collateral values, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs.

 

The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and historical loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for loan losses relating to impaired loans is based on the loan’s observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

 

Regardless of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors, including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company’s evaluation of risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.

 

Goodwill and Other Intangibles—The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required by SFAS 141. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.

 

Effect of Recent Accounting Standards

 

SFAS No. 143, “Accounting for Asset Retirement Obligations”, was issued by the FASB in August 2001. The FASB focuses on accounting for closure costs for certain assets that cannot be simply abandoned or disposed of at the end of their useful lives. This statement had no impact on the financial statements when it became effective in 2003.

 

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Item 3—Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to interest rate risk, exchange rate risk, equity price risk and commodity price risk. The Company does not maintain a trading account for any class of financial instrument, and is not currently subject to foreign currency exchange rate risk, equity price risk or commodity price risk. The Company’s market risk is composed primarily of interest rate risk.

 

Techniques used to measure interest rate risk include both interest rate gap management and simulation modeling that measures the effect of rate changes on net interest income and market value of equity under different rate scenarios. At March 31, 2003, the Company’s simulation model indicated the twelve-month cumulative gap as a percent of total assets was a positive 6.6%, compared to a positive 15.6% at December 31, 2002. Also, similar to the results at year- end, March 31, 2003 results indicate a decreasing yield on interest-earning assets, the cost of interest-bearing liabilities, and net interest margin. This position could have a negative effect on projected net interest income over the next twelve months. Currently, the Company is in the process of updating its simulation model as of June 30, 2003. Based on preliminary information, however, the Company does not believe that its market risk changed significantly between March 31, 2003 and June 30, 2003.

 

Item 4. Controls and Procedures

 

The Company’s principal executive officer and principal financial officer have concluded, based upon their evaluation of the Company’s disclosure controls and procedures, that the Company’s disclosure controls and procedures were effective as of June 30, 2003. There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2003, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

PART II—OTHER INFORMATION

 

Item 1—Legal Proceedings

 

Not applicable

 

Item 2—Changes in Securities and Use of Proceeds

 

Not applicable

 

Item 3—Defaults Upon Senior Securities

 

Not applicable

 

Item 4—Submission of Matters to a Vote of Security Holders

 

Not applicable

 

Item 5—Other Information

 

Not applicable

 

Item 6—Exhibits and Reports on Form 8-K

 

(a) Exhibits:

 

15     

Accountants’ acknowledgement.

31.1     

Certification by CEO.

31.2     

Certification by CFO.

32.1     

Financial statements certification by CEO.

32.2     

Financial statements certification by CFO.

99     

Safe harbor under the Private Securities Litigation Reform Act of 1995.

 

(b) Filings on Form 8-K:

 

The Company filed a Form 8-K with the Securities and Exchange Commission on April 22, 2003 regarding a press release announcing the results of operations for the first quarter of 2003.

 

The Company filed a Form 8-K with the Securities and Exchange Commission on May 30, 2003 announcing the Company had been approved for listing on The Nasdaq SmallCap Market.

 

The Company filed a Form 8-K with the Securities and Exchange Commission on June 19, 2003 regarding a press release announcing declaration of its second quarter dividend.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

        NB&T FINANCIAL GROUP, INC.

Date: August 6, 2003


     

/s/ Craig F. Fortin


       

Craig F. Fortin

       

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

17