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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM
10-Q/A
 AMENDMENT NO. 2
 
 QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
 FIRST NATIONAL BANCSHARES, INC.
  Florida
    
    333-60283
    
    06-1522028(State of Incorporation)
    
    Commission
File Number
    
    I.R.S. Employer
Identification No.
 5817 Manatee Avenue West, Bradenton, Florida
    
    34209(Address of principal office)
    
    (Zip Code)
 (941) 794-6969
  þ o
  o þ
  Common stock, par value $.10 per share
    
    3,306,757 shares(class)
    
    Outstanding as of April 30, 2005




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PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets, March 31, 2005 and December 31, 2004
    
    
    1Condensed Consolidated Statements of Income for the three months ended March 31, 2005 and 2004
    
    
    3Earnings per Share for the period January 1 through March 31, 2005
    
    
    4Comprehensive Income for the period January 1 through March 31, 2005
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and March 31, 2004
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    12Item 4. Controls and Procedures
    
    
    13PART II. OTHER INFORMATION.Item 1. Legal Proceedings
    
    
    14Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    14Item 3. Defaults under Senior Securities
    
    
    14Item 4. Submission of Matters to a vote of Security Holders
    
    
    14Item 5. Other Information.
    
    
    14Item 6. Exhibits
    
    
    14SIGNATURES
    
    
    15Section 302 Certification of CEOSection 302 Certification of CFOCertification of CEO pursuant to 18 U.S.C. section 1350Certification of CFO pursuant to 18 U.S.C. section 1350




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
  
  Assets (000s)
 March 31
    
    
    December 312005
    
    
    2004(Unaudited)Cash and due from banks
    
    $
    9,064
    
    
    $
    6,826Federal funds sold
    
    
    0
    
    
    
    0Cash and cash equivalents
    
    
    9,064
    
    
    
    6,826Interest-bearing deposits in banks
    
    
    6,323
    
    
    
    5,636Securities available for sale, net of mark-to-market
adjustments of $(889) and $32
    
    
    68,584
    
    
    
    57,763Federal Home Loan Bank stock, at cost
    
    
    1,434
    
    
    
    1,353Loans, net of allowance for loan losses of $2,400 and $2,396
    
    
    236,172
    
    
    
    233,395Foreclosed assets
    
    
    0
    
    
    
    0Premises and equipment, net
    
    
    7,407
    
    
    
    7,555Goodwill
    
    
    975
    
    
    
    975Intangible Assets
    
    
    241
    
    
    
    249Other assets
    
    
    4,421
    
    
    
    3,855TOTAL ASSETS
    
    $
    334,621
    
    
    $
    317,607
 1




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Liabilities and Stockholders Equity (000s)
 March 31
    
    
    December 312005
    
    
    2004(unaudited)Deposits:Non-interest bearing
    
    $
    44,884
    
    
    $
    31,934Interest-bearing
    
    
    242,362
    
    
    
    236,848Total deposits
    
    
    287,246
    
    
    
    268,782Repurchase agreements
    
    
    2,270
    
    
    
    3,343Long-term debt
    
    
    15,600
    
    
    
    17,250Accrued expenses and other liabilities
    
    
    2,042
    
    
    
    1,377TOTAL LIABILITIES
    
    
    307,158
    
    
    
    290,752Stockholders equity:Common stock, $.10 par value,
25,000,000 shares authorized; 3,306,757 shares issued
    
    
    331
    
    
    
    329Additional paid-in capital
    
    
    22,450
    
    
    
    22,239Retained earnings
    
    
    5,237
    
    
    
    4,267Accumulated other comprehensive income
    
    
    (555
    )
    
    
    20Total stockholders equity
    
    
    27,463
    
    
    
    26,855TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    334,621
    
    
    $
    317,607
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3 months endedMarch 31
    
    
    March 312005
    
    
    2004Interest and dividend income:Loans, including fees
    
    $
    3,958
    
    
    $
    3,186Debt securities:Taxable
    
    
    495
    
    
    
    392Tax-exempt
    
    
    106
    
    
    
    85Other
    
    
    72
    
    
    
    15Total interest and dividend income
    
    
    4,631
    
    
    
    3,678Interest expense:Deposits
    
    
    1,201
    
    
    
    845Federal funds purchased and securities sold under agreements to repurchase
    
    
    18
    
    
    
    25Long-term debt
    
    
    137
    
    
    
    108Total interest expense
    
    
    1,356
    
    
    
    978Net interest income
    
    
    3,275
    
    
    
    2,700Provision for loan losses
    
    
    41
    
    
    
    130Net interest income, after provision for loan losses
    
    
    3,234
    
    
    
    2,570Non-interest income:Customer service fees
    
    
    78
    
    
    
    98Trust Services Fees
    
    
    357
    
    
    
    217Financial Product Sales Commissions and fees
    
    
    68
    
    
    
    128Net gain (loss) on available-for-sale securities
    
    
    0
    
    
    
    0Net gain (loss) on sale of assets
    
    
    2
    
    
    
    0Other
    
    
    106
    
    
    
    99Total non-interest income (charges)
    
    
    611
    
    
    
    542Non-interest expenses:Salaries and employee benefits
    
    
    1,437
    
    
    
    1,302Occupancy and equipment
    
    
    371
    
    
    
    329Legal, examination, and audit expenses
    
    
    93
    
    
    
    61Data processing
    
    
    36
    
    
    
    35Other
    
    
    402
    
    
    
    359Total non-interest expenses
    
    
    2,339
    
    
    
    2,086Income before income taxes
    
    
    1,506
    
    
    
    1,026Income tax expenses
    
    
    536
    
    
    
    361Net income
    
    $
    970
    
    
    $
    665Earnings per share:Basic
    
    $
    0.29
    
    
    $
    0.21Diluted
    
    $
    0.28
    
    
    $
    0.20
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3 months
    
    
    3 months2005
    
    
    20041Profit After Tax
    
    $
    970,000
    
    
    $
    665,000Average Shares Outstanding1
    
    
    3,293,192
    
    
    
    3,162,237Earnings per Share  Basic
    
    $
    0.29
    
    
    $
    0.21Average Shares Outstanding Fully Diluted1
    
    
    3,496,727
    
    
    
    3,393,743Earnings per Share Fully Diluted
    
    $
    0.28
    
    
    $
    0.20
 
 1.
    
    Adjusted for 5% stock dividend paid on September 30, 2004 and 3 for 2 stock split on June 30, 2004 FIRST NATIONAL BANCSHARES, INC
 
 COMPREHENSIVE INCOME
 For the Period January 1 through March 31 (000s)
  ($000s)3 months
    
    
    3 months2005
    
    
    2004Profit After Tax
    
    $
    970
    
    
    $
    665Unrealized Securities Gains Net of Taxes
    
    $
    (575
    )
    
    $
    321Comprehensive Income
    
    $
    395
    
    
    $
    986
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3 months endedMarch 31
    
    
    March 312005
    
    
    2004Operating activitiesNet Income
    
    
    970
    
    
    
    665Adjustments to reconcile net income to cash provided by operating
activities:Allowance for loan losses (net of charge offs)
    
    
    38
    
    
    
    131Depreciation
    
    
    138
    
    
    
    125Increase (decrease) in interest payable
    
    
    188
    
    
    
    91Increase (decrease) in accrued expenses other liabilities
    
    
    477
    
    
    
    769Decrease (increase) in interest receivable
    
    
    (179
    )
    
    
    (76
    )Decrease (increase) in other assets
    
    
    (60
    )
    
    
    (225
    )Net cash provided by operating activities
    
    
    1,572
    
    
    
    1,480Investing activitiesNet change in interest bearing deposits in banks
    
    
    (687
    )
    
    
    (4,069
    )Proceeds from sale and maturity of securities net of purchases
    
    
    (11,792
    )
    
    
    (4,150
    )Loans originated, net of principal collections
    
    
    (2,820
    )
    
    
    (8,783
    )Cash received in merger with Trust Company of Florida
    
    
    0
    
    
    
    112Capital expenditures net of depreciation
    
    
    10
    
    
    
    (72
    )Proceeds from sale of other R. E. and assets owned
    
    
    0
    
    
    
    0Increase (decrease) in FHLB borrowings
    
    
    (1,650
    )
    
    
    4,900Decrease (increase) in federal funds sold
    
    
    0
    
    
    
    0Net cash provided (used) by investing activities
    
    
    (16,939
    )
    
    
    (12,062
    )Financing activitiesNet increase (decrease) in demand deposits
    
    
    9,464
    
    
    
    4,631Net increase (decrease) time deposits
    
    
    9,001
    
    
    
    15,144Increase (decrease) in securities sold under agreements to repurchase
    
    
    (1,073
    )
    
    
    (6,720
    )Dividends paid
    
    
    0
    
    
    
    0Proceeds from issuance of common stock
    
    
    213
    
    
    
    30Retirement of common stock
    
    
    0
    
    
    
    0Principal payments under capital lease obligation
    
    
    0
    
    
    
    0Net cash (used) provided by financing activities
    
    
    17,605
    
    
    
    13,085Net increase in cash and due from banks
    
    
    2,238
    
    
    
    2,503Cash and due from banks at beginning of year
    
    $
    6,826
    
    
    $
    6,876Cash and due from banks at end of quarter
    
    $
    9,064
    
    
    $
    9,379Schedule of non-cash investing activities
    
    
    0
    
    
    
    0
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(1) NOTES TO CONDENSED FINANCIAL STATEMENTS
 Note 1  Basis of Financial Reporting
   Note 2
   March 312004(in thousands)Net interest income
    
    
    2,700Total other operating income
    
    
    641Net Income
    
    $
    612Basic earnings per share
    
    $
    0.21Fully diluted earnings per share
    
    $
    0.20
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Note 3
  Quarter Ended March 31,2005
    
    
    2004(in thousands)Service cost
    
    $
    92
    
    
    $
    90Interest cost
    
    
    55
    
    
    
    48Expected return on plan assets
    
    
    (63
    )
    
    
    (59
    )Amortization of prior service cost
    
    
    2
    
    
    
    1Recognized net actuarial loss
    
    
    27
    
    
    
    19$
    113
    
    
    $
    99
  Quarter Ended March 31,2005
    
    
    2004Discount rate
    
    
    5.75
    %
    
    
    6.25
    %Expected long-term rate of return on plan assets
    
    
    8.00
    %
    
    
    8.00
    %Annual salary increase
    
    
    4.00
    %
    
    
    4.00
    %
 Note 4
  Quarter Ended March 31,2005
    
    
    2004(in thousands)Net income
    
    $
    970
    
    
    $
    665Additional expense had the Corporation adopted SFAS No.
123
    
    
    (29
    )
    
    
    (25
    )Pro forma net income
    
    $
    941
    
    
    $
    640Basic earnings per share  As reported
    
    
    .29
    
    
    
    .21- Pro forma
    
    
    .29
    
    
    
    .20Diluted earnings per share  As reported
    
    
    .28
    
    
    
    .20- Pro forma
    
    
    .27
    
    
    
    .19
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview.
 st
    Results of Operations.
  8




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Net Interest Income.
  Interest Earning Assets.
  Non-interest Earning Assets.
 Funding Sources.
 Non-interest Income.
 9




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Non-interest Expense.
 Allowance for Credit Losses.
    Capital Resources. st
 10




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Liquidity.
 Impact of Inflation and Changing Prices.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
       Time Deposits(thousands of dollars)3 months or less
    
    $
    9,461Over 3 through 12 months
    
    
    22,170Over 12 through 36 months
    
    
    3,541Over 36 months
    
    
    0Total
    
    $
    35,172
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As of March 31(thousands of dollars)0-90
    
    
    91-365
    
    
    1-3
    
    
    Over 3Days
    
    
    Days
    
    
    Years
    
    
    YearsInterest-sensitive assets
    
    $
    98,556
    
    
    $
    87,335
    
    
    $
    77,156
    
    
    $
    50,858Interest-sensitive
liabilities
    
    
    61,852
    
    
    
    72,884
    
    
    
    121,504
    
    
    
    3,993Interest sensitivity gap
    
    
    36,704
    
    
    
    14,451
    
    
    
    (44,348
    )
    
    
    46,865Cumulative gap
    
    $
    36,704
    
    
    $
    51,155
    
    
    $
    6,807
    
    
    $
    53,672
  
 Item 4. Controls and Procedures
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PART II. OTHER INFORMATION
 
 Item 1.
Legal Proceedings
 
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 Item 3. Defaults under Senior Securities
 
 Item 4. Submission of Matters to a vote of Security Holders
 
 Item 5. Other Information
 
 Item 6. Exhibits
 Exhibits
 3.1(a)
    
    Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference
to Exhibit 3.A to the Registration Statement on Form S-4 filed with the Commission on July 31,
1998 (Registration No. 333-60283).3.1(b)
    
    Amendment to the Restated Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1(b) to the Report on Form 10-Q for the Registrants quarter ended June
30, 2005, filed with the Commission on August 15, 2005.3.2
    
    Amended Bylaws of the Registrant, incorporated by reference to the annual report on Form 10-K
filed with the Commission on March 26, 2004 (Registration No. 333-60283).31.1
    
    Section 302 Certification of CEO31.2
    
    Section 302 Certification of CFO32.1
    
    Certification of CEO pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of CFO pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  September 2, 2005
    
    
    
    FIRST NATIONAL BANCSHARES, INC.By
    
    /s/ F.I. duPont, IIIF. I. duPont, III, Chairman & CEO
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EXHIBIT INDEX
 NO.
    
    DESCRIPTION31.3
    
    Section 302 Certification of CEO31.4
    
    Section 302 Certification of CFO32.3
    
    Certification of CEO pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.32.4
    
    Certification of CFO pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906
of the Sarbanes-Oxley Act of 2002.
 16