AGM 2021

May 11, 2021

Hello, and welcome to the Annual Meeting of Stockholders of National Bancshares Inc. Please note that today's meeting is being recorded. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Brad Donardo, Chairman, President and CEO. Mr. Donardo, the floor is yours. Thank you very much. Ladies and gentlemen, welcome to our 2021 Annual Stockholders Meeting and to our 2nd year of doing this meeting in a virtual environment. Who would have thought at this time last year that we would be doing this meeting virtually again, but here we are. We certainly plan and hope that we'll be able to meet in person next year. Please allow me to remind you that voting can be done online during the meeting. However, it is not necessary to vote during the meeting if you mailed in your proxy, if you voted online or by telephone before the meeting. Please allow me to now introduce and thank the volunteer proxies and members of our teller committee, Lindsay Coleman and Al Bowman. Lindsay, do we have a quorum present? Yes, there is a quorum present. Thank you. Please now allow me to turn the meeting over to our Corporate Secretary, Lara Ramsey, who will read the minutes of the 2020 meeting. The minutes of the 2020 annual meeting. Pursuant to written notice, the virtual annual meeting of stockholders of National Bancshares was held on May 12, 2020 from Blacksburg, Virginia. The Chairman of the Board, Brad DiNardo, called the meeting to order at 3 p. M. And he welcomed the stockholders. He explained to them that voting can be done online during the meeting. If the proxy card was mailed before the meeting, it was not necessary to vote during the meeting. Chairman Donardo introduced and thanked the volunteer proxies and members of the Taylor Committee, Lindsay Coleman and Alan Bowman. Mr. Coleman reported that a quorum was present. The Corporate Secretary, Lara Ramsey, read the minutes of the 2019 Annual Stockholders' Meeting. On behalf of the Board of Directors, the Corporate Secretary nominated Charles Green, Mildred Johnson, William Perry and James Thompson to serve as Class III Directors until the 2023 Annual Meeting of Stockholders. Those stockholders who were voting online were asked to do so at this time. Mr. DiNardo presented the company's financial highlights, which compare data from the last several years, including net income, net loans, net income per share, cash dividends per share, return on assets, return on equity, efficiency ratio, total deposits, total assets and stockholders' equity. He spoke about the company's decision to repurchase shares of National Bancshares stock in hopes of improving the return on stockholders' equity. Mr. DiNardo also said that based on the good performance of the bank's loan production office in Roanoke, a full service branch was planned for the very near future. The Chairman asked Mr. Coleman for the results of Ballonade. Mr. Coleman reported that each of the candidates for Class III directors were elected by a substantial margin. Mr. Coleman also reported that the stockholders approved the compensation of the named executive officers and confirmed the selection of Yount, Hyten Barber as the company's independent auditors for the 2020 fiscal year. There was no further business and the meeting was adjourned. On behalf of the Board of Directors, we would like to nominate 4 candidates for Class 1 Director to serve until the 2024 Annual Meeting of Stockholders: Larry Ball, Michael Dih, Mary Miller and Glen Reynolds. At this time, if you will be voting online, please do so. And now I'm going to turn the meeting back over to Mr. DiNardo. Thank you, Lara. It is now my pleasure to review the financial results for 2020 for National Bancshares. Net income was down almost $1,400,000 from 2019. This was 92.1% of our budget, but truthfully based on the kind of year it was, we were not overly displeased with the results. Our income was greatly impacted by the large increase to our loan loss reserve provision of almost $2,000,000 Loan income was down because loan volume subsided for most of the year and fee income other than the fees from the paycheck protection loans was greatly hampered also by the economic shutdown. Net loans increased 4.6% to a little over $760,000,000 The majority of the increase at year end is the $36,000,000 in the paycheck protection loans that were still outstanding. However, we received several large payoffs totaling about $20,000,000 in Q4 last year, so that greatly hurt our final outstandings. Loan activity thus far in 2021 has improved a good deal. Our business customers were and still have been hurt greatly by the pandemic. To that end, we worked around the clock to get ready for the paycheck protection loans when they originally came out last April, even though not all of our competitor banks offered them. Our minds, we had an obligation and a duty as a true community bank to provide these loans to our business customers. In total, we originated 813 PPP loans totaling $58,200,000 At year end, the outstanding balance of the PPP loans was $36,900,000 dollars and that balance has dropped even further to a little over $22,000,000 at March 31 this year. We have again participated in the newest round of PPP loans that just ended. As of March 31, we had originated another 348 loans totaling almost $23,000,000 In addition to the PPP loans, we further aided our struggling business customers by modifying or deferring payments on 388 loans with outstanding principal balances totaling almost $183,000,000 However, by year end, only 24 of those 388 loans totaling about $41,000,000 were still either deferred or on interest only payments. By March 31, that number was even lower 14 loans totaling about $27,000,000 This is where a lot of our income was hurt. When we deferred loans, mainly the commercial real estate loans, the interest that had been accrued on those loans had to be reversed. So that further contributed to our drop in net income. Net income per share recalls again the drop in net income, earnings per share dropped to $2.48 a share from 2.65 dollars a share in 2019. But in spite of the havoc caused by the pandemic in 2020 and in spite of the drop in net income, The continued overall financial condition of your company allowed us to maintain a cash dividend of $1.39 a share. While this was the same dividend as in 2019, Please note that this is $0.18 higher than the per share dividend paid in 2018. So that's a very nice increase. Return on average assets dropped to 1.15 percent from 1.39% in 2019. However, this is a 40 basis point this is 40 basis points above the average for the state of Virginia and is the 8th highest in the state. Correspondingly, the return on average equity dropped to 8 point 2 1% from 9.87%. This is obviously a function of the drop in net income, but it is also a function of the fact that total stockholders' equity grew by almost $17,000,000 to a little over to almost $201,000,000 So how do we plan on improving this return because I know that's important to all stockholders? Number 1, hopefully, net income will rebound to pre pandemic levels. After the Q1, we are off to a good start. We're trending well. Additionally, we have continued with our share repurchase program. We were strongly encouraged and I mean strongly encouraged by the bank regulators to suspend repurchasing shares for much of 2020. But as the economy improved, that state softened late in the year. So we repurchased 57,554 shares in Q4 of 2020. And through March of this year, we have repurchased another 111,832 shares. You will want to know that we still remain one of the most efficient banks anywhere at 53.11 percent at year end, an improvement from 55.1% in 2019. This is far better than the state average of 70.7% and put us at 5th best in the state of Virginia. So let's now take a look at our balance sheet. Your bank grew by almost $198,000,000 in 2020, an increase of almost 15%. We did this because total deposits grew by almost a like amount of $177,000,000 to now total 1,300,000,000 dollars This increase in deposits is a phenomenon being experienced by all banks in the country as businesses and consumers have parked their funds in banks for safety reasons, much of those funds coming from the stimulus money. This is one of the dilemmas facing us and all other banks in 2021. How long will this so called glut of deposits be sustained? Are the current level of deposits a temporary thing? Or will it be a long term trend? We don't know the answer. But we will have to watch this closely in managing our funds as the year goes on. Well, I believe this is the 3rd year we've mentioned constructing an office, a branch office in Roanoke, but we do believe it will happen this year. The site planning process during a pandemic year took longer than anticipated, but hopefully we will be able to start construction soon. We are really looking forward to becoming a viable and competitive banking option in the Roanoke Valley for many years to come. Last but not least, we want to honor an outgoing Board member today in Doctor. J. Lewis Webb. Doctor. Webb's on the phone or on he's tuned in somewhere and we want to honor you and thank you for everything you've done for us. Doctor. Webb was a long time dentist in Renaris, Virginia. He was one of the founding members and helped us form our Giles County Advisory Board in 1988. He was elected to the NBB Board in 1994 and has been a Board member ever since. He served as Chair of the Audit and Compliance Committee for many, many years and took great pride in doing that. He was elected to the National Bancshares Board in 2017 when we combined our 2 boards. Doctor. Webb was very active in the Giles County community and very instrumental in many good things that happened in the county and through the school system as he was on the school board for many years. Doctor. Webb, we want to thank you very much for everything you have done for us and we will certainly miss your calm and sage advice both during meetings and outside of Board meetings. Thank you. Now I will ask Lindsay Coleman to announce regarding the 3 matters voted on by the stockholders. Yes, Mr. President, the Procter's are pleased to announce that the 3 matters voted on by stockholders, the directors' election, the advisory vote on executive compensation and the ratification of the appointment of independent auditors all past a substantial majority of the shares voted. Thank you, Lindsey. Appreciate it very much and want to thank you and Al again for being our proxies and members of our teller committee. Ladies and gentlemen, we don't have any questions that have been submitted. There is no other business to come before the meeting. So I will declare the meeting adjourned. This concludes the meeting. You may now disconnect.