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8-K - 8-K - FARMERS NATIONAL BANC CORP /OH/ | d915052d8k.htm |
EX-99.2 - EX-99.2 - FARMERS NATIONAL BANC CORP /OH/ | d915052dex992.htm |
Exhibit 99.1
April 22, 2015
Press Release
Source: | Farmers National Banc Corp. | |
Kevin J. Helmick, President and CEO | ||
20 South Broad Street P.O. Box 555 | ||
Canfield, OH 44406 | ||
330.533.3341 | ||
Email: exec@farmersbankgroup.com | ||
FARMERS NATIONAL BANC CORP. ANNOUNCES
2015 FIRST QUARTER FINANCIAL RESULTS
| 129 consecutive quarters of profitability |
| Net income for quarter ended March 31, 2015 was $2.2 million compared to $2.1 million for most recent quarter |
| Efficiency ratio improved to 70.7%, compared to 71.2% for most recent quarter |
| Noninterest income increased 17.6% compared to same quarter in 2014 |
| Loans increased 7.6% since March 31, 2014 |
| Non-performing assets to total assets remain at low levels, 0.71% at March 31, 2015 |
CANFIELD, Ohio (April 22, 2015) Farmers National Banc Corp. (Farmers) (NASDAQ: FMNB) today reported financial results for the three months ended March 31, 2015.
Net income for the three months ended March 31, 2015 was $2.2 million, or $0.12 per diluted share, which compares to $2.2 million, or $0.12 per diluted share for the first quarter ended March 31, 2014. In comparing the first quarters results to the most recent previous quarter, net income of $2.2 million increased 3% compared to $2.1 million for the quarter ended December 31, 2014.
Kevin J. Helmick, President and CEO, stated, We are pleased with our improvement in net income for the quarter ended March 31, 2015. The increase in earnings is a result of the growth of our loan portfolio, the continued improvement in our level of noninterest income and stable asset quality. We have also experienced an increase in our net interest margin, mainly as a result of lower funding costs.
2015 First Quarter Financial Highlights
| Loan growth |
Total loans were $673.8 million at March 31, 2015, compared to $626.2 million at March 31, 2014. This represents an increase of 7.6%. The increase in loans is a direct result of Farmers focus on loan growth utilizing a talented lending and credit team, while adhering to a sound underwriting discipline. Most of the increase in loans has occurred in the commercial real estate, commercial and industrial and residential real estate loan portfolios. Loans comprised 62.5% of the Banks average earning assets in 2015, an improvement compared to 58.2% in 2014. This improvement has resulted in a 2.8% increase in tax equated loan income from the first quarter of 2014 to the same quarter in 2015.
| Loan quality |
Non-performing assets to total assets remain at a safe level, currently at 0.71%. Early stage delinquencies also continue to remain at low levels, at $4.3 million or 0.64% of total loans at March 31, 2015. The allowance to non-performing loans ratio improved from 86.97% at March 31, 2014 to 97.28% at March 31, 2015.
| Net interest margin |
The net interest margin for the quarter ended March 31, 2015 was 3.64%, an 8 basis points increase from the quarter ended March 31, 2014. In comparing the first quarter of 2015 to the same quarter in 2014, asset yields decreased 1 basis point, while the cost of interest-bearing liabilities decreased 7 basis points.
| Noninterest income |
Noninterest income increased 17.6% to $4.0 million for the quarter ended March 31, 2015 compared to $3.4 million in 2014. Trust fees increased $150 thousand or 10% and retirement plan consulting fees also increased $140 thousand or 38.5% in the current years quarter compared to the same quarter in 2014. Investment commissions also increased $104 thousand or 54% in comparing the same two quarters.
2015 Outlook
Mr. Helmick added, We are excited about our recently announced merger with National Bancshares Corporation. We believe that the combination of our Company with National Bancshares, a strong community bank headquartered in Orrville, Ohio, will create a top-performing Midwest community bank that has the scale, product depth and efficiencies to compete effectively and deliver best-in-class service to our combined customers, while creating long-term value for our shareholders. This transaction is an important step in the long-term strategy to expand our footprint and enhance profitability.
Important Additional Information About the Merger.
In connection with the proposed merger, Farmers has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that includes a joint proxy statement and a Farmers prospectus, as well as other relevant documents concerning the proposed transaction.
SHAREHOLDERS OF FARMERS AND NATIONAL BANCSHARES AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED IN THE FINAL EFFECTIVE REGISTRATION STATEMENT ON FORM S-4, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, NATIONAL BANCSHARES, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE PROPOSED MERGER AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS.
The respective directors and executive officers of Farmers and National Bancshares and other persons may be deemed to be participants in the solicitation of proxies from shareholders of Farmers and National Bancshares with respect to the proposed merger. Information regarding the directors and executive officers of Farmers is available in its proxy statement filed with the SEC on March 13, 2015. Information regarding directors and executive officers of National Bancshares is available on its website at http://www.discoverfirstnational.com/. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus to be included in the Registration Statement on Form S-4 and other relevant materials filed with the SEC when they become available.
Investors and security holders will be able to obtain free copies of the registration statement (when available) and other documents filed with the SEC by Farmers through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Farmers will be available free of charge on Farmers website at https://www.farmersbankgroup.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with more than $1.1 billion in Banking assets and $1 billion in Trust assets. Farmers National Banc Corp.s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 19 banking locations in Mahoning, Trumbull, Columbiana, Stark and Cuyahoga Counties in Ohio, Farmers Trust Company, which operates two trust offices and offers services in the same geographic markets and National Associates, Inc. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.
Non-GAAP Disclosure
This press release includes disclosures of Farmers tangible common equity ratio and pre-tax, pre-provision income, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures are included in the tables following Consolidated Financial Highlights below.
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only managements current expectations and
forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers control. Farmers actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers actual results to differ materially from those described in the forward-looking statements can be found in Farmers Annual Report on Form 10-K for the year ended December 31, 2014, which has been filed with the Securities and Exchange Commission and is available on Farmers website (www.farmersbankgroup.com) and on the Securities and Exchange Commissions website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing managements views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
Farmers National Banc Corp. and Subsidiaries
Consolidated Financial Highlights
(Amounts in thousands, except per share results) Unaudited
Consolidated Statements of Income
For the Three Months Ended | ||||||||||||||||||||
March 31, 2015 |
Dec. 31, 2014 |
Sept. 30, 2014 |
June 30, 2014 |
March 31, 2014 |
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Total interest income |
$ | 9,999 | $ | 10,321 | $ | 10,413 | $ | 10,118 | $ | 10,063 | ||||||||||
Total interest expense |
1,007 | 1,078 | 1,128 | 1,166 | 1,207 | |||||||||||||||
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Net interest income |
8,992 | 9,243 | 9,285 | 8,952 | 8,856 | |||||||||||||||
Provision for loan losses |
450 | 825 | 425 | 300 | 330 | |||||||||||||||
Other income |
4,037 | 4,193 | 3,880 | 3,797 | 3,433 | |||||||||||||||
Other expense |
9,751 | 9,867 | 9,776 | 9,378 | 9,141 | |||||||||||||||
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Income before income taxes |
2,828 | 2,744 | 2,964 | 3,071 | 2,818 | |||||||||||||||
Income taxes |
617 | 597 | 688 | 720 | 627 | |||||||||||||||
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Net income |
$ | 2,211 | $ | 2,147 | $ | 2,276 | $ | 2,351 | $ | 2,191 | ||||||||||
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Average shares outstanding |
18,409 | 18,436 | 18,706 | 18,781 | 18,778 | |||||||||||||||
Pre-tax pre-provision income |
$ | 3,278 | $ | 3,569 | $ | 3,389 | $ | 3,371 | $ | 3,148 | ||||||||||
Basic and diluted earnings per share |
0.12 | 0.12 | 0.12 | 0.13 | 0.12 | |||||||||||||||
Cash dividends |
552 | 552 | 559 | 563 | 563 | |||||||||||||||
Cash dividends per share |
0.03 | 0.03 | 0.03 | 0.03 | 0.03 | |||||||||||||||
Performance Ratios |
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Net Interest Margin (Annualized) |
3.64 | % | 3.63 | % | 3.58 | % | 3.54 | % | 3.56 | % | ||||||||||
Efficiency Ratio (Tax equivalent basis) |
70.71 | % | 71.20 | % | 70.17 | % | 69.68 | % | 69.87 | % | ||||||||||
Return on Average Assets (Annualized) |
0.79 | % | 0.75 | % | 0.79 | % | 0.83 | % | 0.78 | % | ||||||||||
Return on Average Equity (Annualized) |
7.14 | % | 6.91 | % | 7.37 | % | 7.85 | % | 7.65 | % | ||||||||||
Dividends to Net Income |
24.97 | % | 25.71 | % | 24.56 | % | 23.95 | % | 25.70 | % | ||||||||||
Consolidated Statements of Financial Condition | ||||||||||||||||||||
March 31, 2015 |
Dec. 31, 2014 |
Sept. 30, 2014 |
June 30, 2014 |
March 31, 2014 |
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Assets |
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Cash and cash equivalents |
$ | 26,929 | $ | 27,428 | $ | 28,294 | $ | 28,070 | $ | 29,333 | ||||||||||
Securities available for sale |
369,919 | 389,829 | 404,895 | 409,285 | 427,625 | |||||||||||||||
Loans held for sale |
146 | 511 | 895 | 275 | 1,026 | |||||||||||||||
Loans |
673,784 | 663,852 | 646,981 | 637,774 | 626,186 | |||||||||||||||
Less allowance for loan losses |
7,723 | 7,632 | 7,333 | 7,356 | 7,387 | |||||||||||||||
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Net Loans |
666,061 | 656,220 | 639,648 | 630,418 | 618,799 | |||||||||||||||
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Other assets |
70,596 | 62,979 | 66,007 | 65,238 | 64,217 | |||||||||||||||
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Total Assets |
$ | 1,133,651 | $ | 1,136,967 | $ | 1,139,739 | $ | 1,133,286 | $ | 1,141,000 | ||||||||||
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Liabilities and Stockholders Equity |
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Deposits |
$ | 909,408 | $ | 915,703 | $ | 913,000 | $ | 907,443 | $ | 923,033 | ||||||||||
Other interest-bearing liabilities |
80,338 | 87,517 | 90,649 | 93,807 | 92,815 | |||||||||||||||
Other liabilities |
17,134 | 10,187 | 14,689 | 11,016 | 7,829 | |||||||||||||||
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Total liabilities |
1,006,328 | 1,013,407 | 1,018,338 | 1,012,266 | 1,023,677 | |||||||||||||||
Stockholders Equity |
126,771 | 123,560 | 121,401 | 121,020 | 117,323 | |||||||||||||||
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Total Liabilities and Stockholders Equity |
$ | 1,133,651 | $ | 1,136,967 | $ | 1,139,739 | $ | 1,133,286 | $ | 1,141,000 | ||||||||||
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Period-end shares outstanding |
18,409 | 18,409 | 18,559 | 18,781 | 18,781 | |||||||||||||||
Book value per share |
$ | 6.89 | $ | 6.71 | $ | 6.54 | $ | 6.44 | $ | 6.25 | ||||||||||
Tangible book value per share |
6.42 | 6.23 | 6.02 | 5.91 | 5.71 | |||||||||||||||
Capital and Liquidity |
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Tier 1 Common Capital Ratio (a) |
14.26 | % | N/A | N/A | N/A | N/A | ||||||||||||||
Total Capital to Risk Weighted Assets (a) |
15.22 | % | 16.48 | % | 16.54 | % | 16.60 | % | 16.51 | % | ||||||||||
Tier 1 Capital to Risk Weighted Assets (a) |
14.26 | % | 15.43 | % | 15.52 | % | 15.57 | % | 15.47 | % | ||||||||||
Tier 1 Capital to Average Assets (a) |
10.26 | % | 10.03 | % | 9.89 | % | 9.87 | % | 9.73 | % | ||||||||||
Equity to Asset Ratio |
11.18 | % | 10.87 | % | 10.65 | % | 10.68 | % | 10.28 | % | ||||||||||
Tangible Common Equity Ratio |
10.50 | % | 10.17 | % | 9.88 | % | 9.89 | % | 9.48 | % | ||||||||||
Net Loans to Assets |
58.75 | % | 57.72 | % | 56.12 | % | 55.63 | % | 54.23 | % | ||||||||||
Loans to Deposits |
74.09 | % | 72.50 | % | 70.86 | % | 70.28 | % | 67.84 | % | ||||||||||
Asset Quality |
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Non-performing loans |
$ | 7,939 | $ | 8,481 | $ | 7,219 | $ | 8,140 | $ | 8,494 | ||||||||||
Other Real Estate Owned |
144 | 148 | 381 | 352 | 174 | |||||||||||||||
Non-performing assets |
8,083 | 8,629 | 7,600 | 8,492 | 8,668 | |||||||||||||||
Loans 30 - 89 days delinquent |
4,344 | 5,426 | 4,938 | 3,460 | 2,473 | |||||||||||||||
Charged-off loans |
618 | 891 | 756 | 650 | 836 | |||||||||||||||
Recoveries |
259 | 365 | 308 | 319 | 325 | |||||||||||||||
Net Charge-offs |
359 | 526 | 448 | 331 | 511 | |||||||||||||||
Annualized Net Charge-offs to Average Net Loans Outstanding |
0.22 | % | 0.33 | % | 0.28 | % | 0.21 | % | 0.34 | % | ||||||||||
Allowance for Loan Losses to Total Loans |
1.15 | % | 1.15 | % | 1.13 | % | 1.15 | % | 1.18 | % | ||||||||||
Non-performing Loans to Total Loans |
1.18 | % | 1.28 | % | 1.12 | % | 1.28 | % | 1.36 | % | ||||||||||
Allowance to Non-performing Loans |
97.28 | % | 89.99 | % | 101.58 | % | 90.37 | % | 86.97 | % | ||||||||||
Non-performing Assets to Total Assets |
0.71 | % | 0.76 | % | 0.67 | % | 0.75 | % | 0.76 | % |
(a) | March 31, 2015 ratio is estimated |
Reconciliation of Common Stockholders Equity to Tangible Common Equity
March 31, | Dec. 31, | Sept. 30, | June 30, | March 31, | ||||||||||||||||
2015 | 2014 | 2014 | 2014 | 2014 | ||||||||||||||||
Stockholders Equity |
$ | 126,771 | $ | 123,560 | $ | 121,401 | $ | 121,020 | $ | 117,323 | ||||||||||
Less Goodwill and other intangibles |
8,646 | 8,813 | 9,768 | 9,960 | 10,151 | |||||||||||||||
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Tangible Common Equity |
$ | 118,125 | $ | 114,747 | $ | 111,633 | $ | 111,060 | $ | 107,172 | ||||||||||
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Reconciliation of Total Assets to Tangible Assets
March 31, | Dec. 31, | Sept. 30, | June 30, | March 31, | ||||||||||||||||
2015 | 2014 | 2014 | 2014 | 2014 | ||||||||||||||||
Total Assets |
$ | 1,133,651 | $ | 1,136,967 | $ | 1,139,739 | $ | 1,133,286 | $ | 1,141,000 | ||||||||||
Less Goodwill and other intangibles |
8,646 | 8,813 | 9,768 | 9,960 | 10,151 | |||||||||||||||
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Tangible Assets |
$ | 1,125,005 | $ | 1,128,154 | $ | 1,129,971 | $ | 1,123,326 | $ | 1,130,849 | ||||||||||
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Reconciliation of Income Before Taxes to Pre-Tax, Pre-Provision Income | ||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||
March 31, | Dec. 31, | Sept. 30, | June 30, | March 31, | ||||||||||||||||
2015 | 2014 | 2014 | 2014 | 2014 | ||||||||||||||||
Income before income taxes |
$ | 2,828 | $ | 2,744 | $ | 2,964 | $ | 3,071 | $ | 2,818 | ||||||||||
Provision for loan losses |
450 | 825 | 425 | 300 | 330 | |||||||||||||||
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Pre-tax, pre-provision income |
$ | 3,278 | $ | 3,569 | $ | 3,389 | $ | 3,371 | $ | 3,148 | ||||||||||
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