UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2002 Commission File Number: 0-17501
CNB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 14-1709485
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
10-24 North Main Street, P.O. Box 873, Gloversville, New York, 12078
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 773-7911
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 the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date:
Number of Shares Outstanding
Class of Common Stock as of August 9, 2002
$2.50 par val 2,256,354
CNB BANCORP, INC.
INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1 Consolidated interim financial statements (unaudited):
Consolidated statements of income for the three months
ended June 30, 2002 and 2001 and the six months ended
June 30, 2002 and 2001 1
Consolidated statements of financial condition as of
June 30, 2002 and December 31, 2001 2
Consolidated statements of cash flows for the six months
ended June 30, 2002 and 2001 3
Notes to consolidated interim financial
statements (unaudited) 4 - 5
Item 2 Management's discussion and analysis of financial
condition and results of operations 6 - 9
Item 3 Quantitative and qualitative disclosures
about market risk 10
PART II OTHER INFORMATION
Item 1 Legal proceedings - not applicable
Item 2 Changes in securities and use of proceeds - none
Item 3 Defaults upon senior securities - none
Item 4 Submission of matters to a vote of security holders -
Annual Meeting 11
Item 5 Other information - none
Item 6 Exhibits and Reports on Form 8-K
(a) - The following exhibits are filed as a part of this report:
Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation
of CNB Bancorp, Inc.
(Incorporated by reference to the
current report on Form 8-K filed on
August 10, 2001.)
3.2 Bylaws of CNB Bancorp, Inc.
(Incorporated by reference to the
annual report on Form 10-K filed on
March 31, 1996.)
4. Instruments Defining the Rights of
Security Holders.
(See Exhibits 3.1 and 3.2)
99.1 Certification pursuant to 18 U.S.C.
section 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification pursuant to 18 U.S.C.
section 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act
of 2002.
(b) - Reports on Form 8-K - None
EXHBIT INDEX
Exhibit No. Description
3.1 Restated Certificate of Incorporation of CNB Bancorp, Inc.
(Incorporated by reference to the current report on
Form 8-K filed on August 10, 2001.)
3.2 Bylaws of CNB Bancorp, Inc.
(Incorporated by reference to the
annual report on Form 10-K filed on
March 31, 1996.)
4. Instruments Defining the Rights of Security Holders.
(See Exhibits 3.1 and 3.2)
99.1 Certification pursuant to 18 U.S.C. section 1350,
as enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification pursuant to 18 U.S.C. section 1350,
as enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
CNB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2002 2001 2002 2001
------ ------ ------ ------
INTEREST AND DIVIDEND INCOME
Interest and fees on loans $3,668 $3,939 $7,458 $7,900
Interest on federal funds sold 55 50 108 117
Interest on balances due from depository institutions 15 4 28 10
Interest on securities available for sale 1,679 1,905 3,271 3,693
Interest on investment securities 137 185 276 420
Dividends on FRB and FHLB stock 34 45 66 88
------ ------ ------ ------
Total interest and dividend income 5,588 6,128 11,207 2,228
INTEREST EXPENSE
Interest on deposits:
Regular savings, NOW and money market accounts 545 627 1,061 1,412
Certificates and time deposits of $100,000 or more 206 700 453 1,295
Other time deposits 894 1,208 1,792 2,386
Interest on securities sold under agreements to repurchase 150 145 299 292
Interest on other borrowings 323 381 622 737
------ ------ ------ ------
Total interest expense 2,118 3,061 4,227 6,122
NET INTEREST INCOME 3,470 3,067 6,980 6,106
Provision for loan losses 225 70 535 210
------ ------ ------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 3,245 2,997 6,445 5,896
OTHER INCOME
Income from fiduciary activities 59 49 102 96
Service charges on deposit accounts 153 166 292 299
Net gain on securities transactions - 15 - 15
Insurance commissions 125 181 489 479
Other income 145 133 299 266
------ ------ ------ ------
Total other income 482 544 1,182 1,155
OTHER EXPENSES
Salaries and employee benefits 1,062 995 2,125 1,975
Occupancy expense, net 130 123 255 253
Furniture and equipment expense 114 115 232 235
External data processing expense 245 197 450 391
Other expense 592 662 1,150 1,293
------ ------ ------ ------
Total other expenses 2,143 2,092 4,212 4,147
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 1,584 1,449 3,415 2,904
Provision for income taxes 453 448 1,003 898
------ ------ ------ ------
NET INCOME $1,131 $1,001 $2,412 $2,006
====== ====== ====== ======
Earnings per share
Basic $ 0.50 $ 0.43 $ 1.06 $ 0.86
Diluted 0.49 0.43 1.05 0.85
See accompanying notes to consolidated interim financial statements
-1-
CNB BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
(Unaudited) December 31,
June 30, 2002 2001
------------- ------------
ASSETS
Cash and cash equivalents:
Non-interest bearing $ 9,647 $ 11,212
Interest bearing 6,022 317
Federal funds sold 14,000 8,200
-------- --------
Total cash and cash equivalents 29,669 19,729
Securities available for sale, at fair value 130,185 120,249
Investment securities, at cost (approximate fair value at June 30, 2002 -
$10,261; at December 31, 2001 - $10,241) 9,890 9,955
Investments required by law, stock in Federal Home Loan
Bank of New York and Federal Reserve Bank of New York,
at cost 3,067 2,853
Loans 208,170 211,683
Unearned income (16,002) (16,734)
Allowance for loan losses (2,792) (2,506)
-------- --------
Net loans 189,376 192,443
Premises and equipment, net 3,498 3,420
Accrued interest receivable 1,806 1,661
Other assets 9,267 9,645
-------- --------
Total assets $376,758 $359,955
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand (non-interest bearing) $28,995 $28,103
Regular savings, NOW and money market accounts 144,482 130,311
Certificates and time deposits of $100,000 or more 28,068 34,061
Other time deposits 87,847 86,752
-------- --------
Total deposits 289,392 279,227
Securities sold under agreements to repurchase 11,772 11,629
Notes payable - Federal Home Loan Bank 37,306 32,989
Other liabilities 1,663 1,461
-------- --------
Total liabilities 340,133 325,306
STOCKHOLDERS' EQUITY
Common stock, $2.50 par value, 5,000,000 shares authorized,
2,401,695 shares issued 6,004 6,004
Surplus 4,418 4,418
Undivided profits 29,142 27,608
Accumulated other comprehensive income 1,402 481
Treasury stock, at cost; 140,462 shares at June 30, 2002 and
124,553 shares at December 31, 2001 (4,341) (3,862)
-------- --------
Total stockholders' equity 36,625 34,649
-------- --------
Total liabilities and stockholders' equity $376,758 $359,955
======== ========
See accompanying notes to consolidated interim financial statements
-2-
CNB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
2002 2001
------- -------
Cash flows from operating activities:
Net income $ 2,412 $ 2,006
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase)/decrease in interest receivable (145) 20
Decrease/(increase) in other assets 57 (381)
Increase in other liabilities 202 123
Deferred income tax (benefit)/expense (160) 68
Goodwill amortization expense - 171
Depreciation and other amortization expense 272 255
Net increase in cash surrender value of bank-owned life insurance (69) (58)
Amortization/(accretion) of premiums/discounts on securities, net 126 (20)
Net gain on securities transactions - (15)
Provision for loan losses 535 210
------- -------
Total adjustments 818 373
------- -------
Net cash provided by operating activities 3,230 2,379
------- -------
Cash flows from investing activities:
Purchase of investment securities (1,188) (317)
Purchase of securities available for sale (34,780) (45,034)
Net purchase of FRB and FHLB stock (214) (691)
Proceeds from maturities, paydowns and calls of investment securities 1,247 5,682
Proceeds from maturities, paydowns and calls of securities available for sale 26,231 27,435
Net decrease/(increase) in loans 2,413 (9,613)
Purchases of premises and equipment, net (267) (43)
------- -------
Net cash used by investing activities (6,558) (22,581)
------- -------
Cash flows from financing activities:
Net increase in deposits 10,165 4,249
Increase/(decrease) in securities sold under agreements to repurchase 143 (1,283)
Increase in federal funds purchased - 2,500
Increase in notes payable - FHLB 4,317 10,827
Treasury stock purchased (1,302) (1,659)
Cash dividends paid on common stock (772) (743)
Proceeds from the sale of treasury stock 717 141
------- -------
Net cash provided by financing activities 13,268 14,032
------- -------
Net increase/(decrease) in cash and cash equivalents 9,940 (6,170)
Cash and cash equivalents beginning of period 19,729 14,838
------- -------
Cash and cash equivalents end of period $29,669 $ 8,668
======= =======
Supplemental disclosures of cash flow information: Cash paid during the
period:
Interest $ 4,315 $ 6,083
Income taxes 1,220 856
Supplemental schedule of noncash investing activities:
Net reduction in loans resulting from the transfer to real estate owned $ 80 $ 24
See accompanying notes to consolidated interim financial statements
-3-
CNB BANCORP, INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENT PRESENTATION
The accounting and reporting policies of CNB Bancorp, Inc. (the Company),
City National Bank and Trust Company (subsidiary Bank) and Hathaway
Agency, Inc. (subsidiary Insurance Agency) conform to accounting
principles generally accepted in the United States of America in a
consistent manner and are in accordance with the general practices within
the financial services industry. Amounts in the prior period's
consolidated financial statements are reclassified, whenever necessary, to
conform to the presentation in the current period's consolidated financial
statements.
In the opinion of CNB Bancorp, Inc. management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to
present fairly the consolidated financial position as of June 30, 2002 and
December 31, 2001, and the results of operations for the three and six
months ended June 30, 2002 and 2001 and the changes in cash flows for the
six months ended June 30, 2002 and 2001. All accounting adjustments made
for these periods were of a normal recurring nature. The accompanying
interim consolidated financial statements should be read in conjunction
with CNB Bancorp, Inc.'s consolidated year-end financial statements
including notes thereto, which are included in CNB Bancorp, Inc's 2001
Annual Report on Form 10-K.
2. EARNINGS PER COMMON SHARE
The following table presents a reconciliation of the numerator and
denominator used in the calculation of basic and diluted earnings per
common share (EPS) for the three month and six month periods ended June
30, 2002 and 2001. (In thousands, except per share amounts)
Weighted
Net Average
Income Shares Per Share
(Numerator) (Denominator) Amount
-------------------- -------------------- -------------------
For the Three Months Ended June 30, 2002:
Basic EPS $1,131 2,267 $0.50
===================
Dilutive Effect of Stock Options - 35
-------------------- --------------------
Diluted EPS $1,131 2,302 $0.49
==================== ==================== ===================
For the Three Months Ended June 30, 2001:
Basic EPS $1,001 2,306 $0.43
===================
Dilutive Effect of Stock Options - 38
-------------------- --------------------
Diluted EPS $1,001 2,344 $0.43
==================== ==================== ===================
For the Six Months Ended June 30, 2002:
Basic EPS $2,412 2,271 $1.06
===================
Dilutive Effect of Stock Options - 34
-------------------- --------------------
Diluted EPS $2,412 2,305 $1.05
==================== ==================== ===================
For the Six Months Ended June 30, 2001:
Basic EPS $2,006 2,321 $0.86
===================
Dilutive Effect of Stock Options - 34
-------------------- --------------------
Diluted EPS $2,006 2,355 $0.85
==================== ==================== ===================
3. COMPREHENSIVE INCOME
The Company recorded total comprehensive income of $2,552,000 for the
three months ended June 30, 2002 as compared to total comprehensive income
of $838,000 for the three months ended June 30, 2001. For the six month
periods ended June 30, 2002 and 2001 the Company recorded total
comprehensive income of $3,333,000 and $2,510,000, respectively. At the
Company, comprehensive income represents net income plus other
comprehensive income/(loss), which consists of the after tax net change in
unrealized gains and losses on securities available for sale for the
period.
-4-
4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations," and Statement No. 142,
"Goodwill and Other Intangible Assets." Statement No. 141 supercedes
Accounting Principles Board ("APB") No. 16, "Business Combinations," and
requires all business combinations to be accounted for under the
purchase method of accounting, thus eliminating the pooling of interests
method of accounting. The Statement did not change many of the
provisions of APB No. 16 related to the application of the purchase
method. However, the Statement does specify criteria for recognizing
intangible assets separate from goodwill and requires additional
disclosures regarding business combinations. The Statement is effective
for business combinations initiated after June 30, 2001.
Statement No. 142 requires acquired intangible assets (other than
goodwill) to be amortized over their useful economic life, while goodwill
and any acquired intangible asset with an indefinite economic life would
not be amortized, but would be reviewed for impairment on an annual basis.
Statement No. 142 also requires additional disclosures pertaining to
goodwill and intangible assets. The provisions of Statement No. 142 were
required to be adopted starting with fiscal years beginning after December
15, 2001. Accordingly, the Company adopted the Statement on January 1,
2002. The Company performed the first of the required impairment tests of
goodwill during the quarter ending March 31, 2002. Based on management's
evaluation, the Company determined that no transitional impairment losses
were required to be recognized as a cumulative effect of a change in
accounting principle. The adoption of Statement No. 142 eliminated non-tax
deductible goodwill amortization expense of approximately $85,000 or $.04
per diluted share during the three months ended June 30, 2002 and
approximately $171,000 or $.08 per diluted share during the six months
ended June 30, 2002.
5. CRITICAL ACCOUNTING POLICIES
Pursuant to recent SEC guidance, management of public companies are
encouraged to evaluate and disclose those accounting policies that are
judged to be critical policies, or those most important to the portrayal
of the Company's financial condition and results, and that require
management's most difficult subjective or complex judgments. Management of
the Company considers the accounting policy relating to the allowance for
loan losses to be a critical accounting policy given the inherent
subjectivity and uncertainty in estimating the levels of the allowance
required to cover credit losses in the portfolio and the material effect
that such judgments can have on the consolidated financial statements.
Included in Note 1 to the consolidated financial statements contained in
the Company's 2001 Annual Report is a description of this critical policy
and the other significant accounting policies that are utilized by the
Company in the preparation of the consolidated financial statements.
-5-
CNB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL:
CNB Bancorp, Inc. (the Company), a New York corporation, organized in
1988, is a registered financial holding company headquartered in
Gloversville, New York. Its wholly-owned subsidiaries, City National Bank and
Trust Company (the subsidiary Bank) and Hathaway Agency, Inc. (the subsidiary
Insurance Agency), were organized in 1887 and 1915, respectively, and are
also headquartered in Gloversville, New York. The subsidiary Bank has five
branches located in the county of Fulton and one branch located in the county
of Saratoga. The subsidiary Insurance Agency has one office located in the
county of Fulton. The subsidiary Bank is a full service commercial bank that
offers a broad range of demand and time deposits; consumer, mortgage, and
commercial loans; and trust and investment services. The subsidiary Bank is a
member of the Federal Deposit Insurance Corporation and the Federal Reserve
System and is subject to regulation and supervision of the Federal Reserve
and the Comptroller of the Currency. The subsidiary Insurance Agency offers a
broad range of general insurance products and is under the supervision of the
State Insurance Department.
Except for historical information contained herein, the matters
contained in this review are "forward-looking statements" that involve risks
and uncertainties, including statements concerning future events or
performance and assumptions and other statements which are other than
statements of historical facts. The Company wishes to caution readers that
the following important factors, among others, could in the future affect the
Company's actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company herein:
* the effect of changes in laws and regulations, including federal
and state banking laws and regulations, with which the Company and
its banking subsidiary must comply, the cost of such compliance and
the potentially material adverse effects if the Company or its
banking subsidiary were not in substantial compliance either
currently or in the future as applicable;
* the effect of changes in accounting policies and practices, as may
be adopted by the regulatory agencies as well as by the Financial
Accounting Standards Board, or changes in the Company's
organization, compensation and benefit plans;
* the effect on the Company's competitive position within its market
area of increasing consolidation within the banking industry and
increasing competition from larger "super regional" and other
banking organizations as well as non-bank providers of various
financial services;
* the effect of unforeseen changes in interest rates and;
* the effects of changes in the business cycle and downturns in the
local, regional or national economies.
The Company wishes to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and to
advise readers that various factors, including those described above, could
cause the Company's actual results or circumstances for future periods to
differ materially from those anticipated or projected.
The Company does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
FINANCIAL REVIEW:
Financial Condition:
Total assets at June 30, 2002 were $376.8 million, an increase of $16.8
million, or 4.7%, over the December 31, 2001 amount of $360.0 million. The
increase was primarily related to an increase in securities available for
sale of $9.9 million and an increase in cash and cash equivalents of $9.9
million. These increases were partially offset by a decrease in loans, net of
unearned discount, of $2.8 million. The asset growth was primarily financed
by deposit growth of $10.2 million, increased Federal Home Loan Bank
borrowings of $4.3 million, and an increase in retained earnings of $1.5
million.
Securities available for sale increased by $9.9 million, or 8.3%, from
$120.2 million at December 31, 2001, to $130.2 million at June 30, 2002
primarily as a result of the investment of available funds from deposit
growth and increased borrowings from the Federal Home Loan Bank.
Loans receivable, net of unearned income, decreased $2.8 million, or
1.4% from $194.9 million at December 31, 2001 to $192.2 million at June 30,
2002. The commercial portfolio increased by $1.4 million from December 31,
2001. However, the consumer installment and residential mortgage portfolios
were down $2.0 million and $2.1 million, respectively. These decreases were
due to a decline in indirect auto lending and a slowdown in consumer mortgage
applications.
-6-
Cash and cash equivalents increased by $9.9 million, or 50.4%, from
$19.7 million at December 31, 2001, to $29.7 million at June 30, 2002
primarily as a result of the accelerated principal paydowns on mortgage
backed securities due to the low interest rate environment and the overall
deposit growth during the first six months of 2002.
Deposits at June 30, 2002 were $289.4 million, an increase of $10.2
million, or 3.6%, over the balance of $279.2 million at December 31, 2001.
This increase is primarily attributed to the increase in regular savings
accounts, cash management accounts and money market accounts, partially
offset by the decrease in NOW accounts and time deposits.
Stockholders' equity increased to $36.6 million at June 30, 2002 from
$34.6 million at December 31, 2001, an increase of 5.7%. This increase was
primarily due to the retention of earnings, less dividends paid, during the
first six months of 2002 coupled with the increase in the accumulated other
comprehensive income related to the securities available for sale portfolio,
less the cost of the purchase of 15,909 shares of stock which were placed
into treasury.
Liquidity:
There have been no trends or demands that have affected the Company's or
the subsidiary Bank's liquidity position in any material way during the first
six months of 2002. Funds from repayment of loans, maturing investment
securities and securities available for sale, and additional borrowings are
available to satisfy liquidity needs that may arise.
Capital Resources:
Stockholders' equity to total assets increased slightly during the first
six months of 2002 from 9.6% at December 31, 2001 to 9.7% at June 30, 2002.
This increase was primarily due to the retention of earnings, less dividends
paid and the purchase of treasury stock. The increase in accumulated other
comprehensive income of $0.9 million also improved this ratio.
The table below shows the Company's June 30, 2002 ratios, December 31,
2001 ratios and the current regulatory guideline ratios for classification as
well capitalized as established by the Federal Reserve Board.
Regulatory
June 30, 2002 December 31, 2001 Guidelines
Tier 1 risk based capital to net risk weighted assets 15.2% 14.7% 6.0%
Total risk based capital to net risk weighted assets 16.4 16.0 10.0
Leverage ratio (Tier 1/adjusted total assets) 8.4 8.4 5.0
These ratios are well in excess of regulatory minimums.
Results of Operations:
Most Recent Quarter and Same Quarter in Preceding Year:
Total interest and dividend income for the second quarter of 2002
decreased $540,000 or 8.8% from the corresponding period in 2001, while total
interest expense decreased $943,000 or 30.8% from the corresponding period in
2001. Net interest income increased $403,000 or 13.1% from the corresponding
period of 2001. This increase is due to growth in money market instruments
and securities available for sale, partially offset by deposit growth and
additional borrowings from the Federal Home Loan Bank and an increase in the
net interest margin to 4.20% in the current quarter from 3.89% for the
corresponding period of 2001.
The decrease in interest and fees on loans of $271,000 or 6.9% from the
corresponding period of 2001 is primarily due to the decline in interest
rates on the total loan portfolio of 62 basis points from 8.21% for the
second quarter of 2001 to 7.59% for the same period of 2002. This decline in
rate was partially offset by an increase of $1.4 million in the average
volume outstanding compared to the same period of 2001.
The decrease in interest on securities available for sale of $226,000
and the decrease in interest on investment securities of $48,000 from the
corresponding period of 2001 is primarily due to the lower rates on the
overall securities portfolio as compared to the same period of 2001. The
fully tax effected yield declined 92 basis points from 6.81% for the second
quarter of 2001 to 5.89% for the second quarter of 2002.
-7-
The decrease in interest expense of $943,000 for the second quarter of
2002 as compared to the same period of 2001 is primarily related to the
overall decrease in the average rates being paid in the second quarter of
2002 on all deposit and borrowed fund catergories as compared to the same
period of 2001.
The provision for loan losses increased $155,000 from the corresponding
period in 2001 to $225,000. The increase in the provision as compared to the
same period in the previous year relates to the increase in net charge-offs
to $189,000 in the current quarter compared to $6,000 in the prior year
period. Non-performing loans increased from $533,000 at December 31, 2001 to
$1,917,000 at June 30, 2002, an increase of $1,384,000. This increase
primarily relates to one commercial loan relationship. The provision in both
quarters was deemed to be adequate based on the overall evaluation of the
allowance for loan losses as of June 30, 2002 and 2001. The allowance for
loan losses as a percent of net loans outstanding was 1.45% at June 30, 2002
as compared to 1.29% at December 31, 2001 and 1.31% at June 30, 2001.
Non-interest income decreased $62,000 or 11.4% from the corresponding
period of 2001. This decrease was primarily due to the decrease in insurance
commission income from the Hathaway Agency, Inc. (subsidiary insurance
agency)
Non-interest expense increased $51,000 or 2.4% from the corresponding
period of 2001 due primarily to increases in salaries and employee benefits
and external data processing expense. This was partially offset by a decrease
in other expense. The higher salaries and employee benefits were due to
normal salary adjustments and increased medical insurance expense. The higher
external data processing expense is primarily due to more accounts and
additional ATM and debit card usage. The offsetting decrease in other expense
is primarily related to the elimination of $85,000 of goodwill amortization
related to the acquisition of Adirondack Financial Services Bancorp, Inc.
Net income increased $130,000 or 13.0% as compared to the same period of
2001. This increase was primarily due to the increase in the net interest
income more than offsetting the decrease in non-interest income, the increase
in the provision for loan losses and the increase in non-interest expense.
Most Recent Year to Date and Corresponding Year to Date Period:
Total interest and dividend income for the first six months of 2002
decreased $1,021,000 or 8.3% from the corresponding period in 2001, while
total interest expense decreased $1,895,000 or 31.0% from the corresponding
period in 2001. Net interest income increased $874,000 or 14.3% from the
corresponding period of 2001. This increase is due to growth in average
loans, net of unearned discount, money market instruments and securities
available for sale, partially offset by deposit growth and additional
borrowings from the Federal Home Loan Bank. The increase in the net interest
margin to 4.26% in the current period from 3.95% for the corresponding period
of 2001 also contributed to the increase in the net interest income for the
current period.
The decrease in interest and fees on loans of $442,000 or 5.6% from the
corresponding period of 2001 is primarily due to the decline in interest
rates on the total loan portfolio of 64 basis points from 8.36% for the first
six months of 2001 to 7.72% for the same period of 2002. This decline in rate
was partially offset by an increase of $4.3 million in the average volume
outstanding compared to the same period of 2001.
The decrease in interest on securities available for sale of $422,000
and the decrease in interest on investment securities of $144,000 from the
corresponding period of 2001 is primarily due to the lower rates on the
overall securities portfolio as compared to the same period of 2001. The
fully tax effected yield declined 102 basis points from 6.93% for the first
six months of 2001 to 5.91% for the first six months of 2002.
The decrease in interest expense of $1,895,000 for the first six months
of 2002 as compared to the same period of 2001 is primarily related to the
overall decrease in the average rates being paid in the first six months of
2002 on all deposit and borrowed fund catergories as compared to the same
period of 2001.
The provision for loan losses increased $325,000 from the corresponding
period in 2001 to $535,000. The increase in the provision pirmarily relates
to the increase in non-performing loans and the general economic conditions
in the subsidiary Bank's service area. Net charge-offs decreased to $248,000
in the current six month period compared to $387,000 in the prior year
period. Non-performing loans increased from $533,000 at December 31, 2001 to
$1,917,000 at June 30, 2002, an increase of $1,384,000. This increase
primarily relates to one commercial loan relationship. The provision for both
periods was deemed to be adequate based on the overall evaluation of the
allowance for loan losses as of June 30, 2002 and 2001. The allowance for
loan losses as a percent of net loans outstanding was 1.45% at June 30, 2002
as compared to 1.29% at December 31, 2001 and 1.31% at June 30, 2001.
-8-
Non-interest income increased $27,000 or 2.3% from the corresponding
period of 2001. This increase was primarily due to the increase in insurance
commission income from the Hathaway Agency, Inc. (subsidiary insurance
agency) and the additional usage fees from debit cards.
Non-interest expense increased $65,000 or 1.6% from the corresponding
period of 2001 due primarily to increases in salaries and employee benefits
and external data processing expense. This was partially offset by a decrease
in other expense. The higher salaries and employee benefits were due to
normal salary adjustments and increased medical insurance expense. The higher
external data processing expense is primarily due to more accounts and
additional ATM and debit card usage. The offsetting decrease in other expense
is primarily related to the elimination of $171,000 of goodwill amortization
related to the acquisition of Adirondack Financial Services Bancorp, Inc.
Net income increased $406,000 or 20.2% as compared to the same period of
2001. This increase was primarily due to the increase in the net interest
income and the increase in non-interest income more than offsetting the
increase in the provision for loan losses and the increase in non-interest
expense.
-9-
CNB BANCORP, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices
and interest rates. The subsidiary Bank's market risk arises primarily from
interest rate risk inherent in its lending and deposit taking activities.
Although the subsidiary Bank manages other risks, such as credit and
liquidity risk, in the normal course of its business, management considers
interest rate risk to be its most significant market risk and could
potentially have the largest material effect on the subsidiary Bank's
financial condition and results of operation. The subsidiary Bank does not
currently have a trading portfolio or use derivatives to manage market and
interest rate risk.
The subsidiary Bank's interest rate risk management is the
responsibility of the Asset/Liability Management Committee (ALCO), which
reports to the Board of Directors. The ALCO, comprised of senior management,
has developed policies to measure, manage and monitor interest rate risk.
Interest rate risk arises from a variety of factors, including differences in
the timing between the contractual maturity or repricing of the subsidiary
Bank's assets and liabilities. For example, the subsidiary Bank's net
interest income is affected by changes in the level of market interest rates
as the repricing characteristics of its loans and other assets do not
necessarily match those of its deposits, other borrowings and capital.
In managing exposure, the subsidiary Bank uses interest rate sensitivity
models that measure both net gap exposure and earnings at risk. The ALCO
monitors the volatility of its net interest income by managing the
relationship of interest rate sensitive assets to interest rate sensitive
liabilities. The ALCO utilizes a simulation model to analyze net income
sensitivity to movements in interest rates. The simulation model projects net
interest income based on both an immediate 200 basis point rise or fall in
interest rates over a twelve month period. The model is based on the actual
maturity and repricing characteristics of interest rate assets and
liabilities. The model incorporates assumptions regarding the impact of
changing interest rates on the prepayment rate of certain assets and
liabilities.
The following table shows the approximate effect on the subsidiary
Bank's annualized net interest income, on a tax equivalent basis, as of June
30, 2002 assuming the immediate increases or decreases in interest rates
shown below:
Change in Estimated Net Change in
Interest Rate Interest Income Net Interest
(basis points) ($000 omitted) Income
+200 14,434 1.3%
+100 14,391 1.0
0 14,254 0.0
-100 14,204 (0.4)
-200 13,850 (2.8)
Another tool used to measure interest rate sensitivity is the cumulative
gap analysis. The cumulative gap represents the net position of assets and
liabilities subject to repricing in specified time periods. Deposit accounts
without specified maturity dates are modeled based on historical run-off
characteristics of these products in periods of rising rates. As of June 30,
2002, the subsidiary Bank was in a liability sensitive or "negative gap"
position which means that more liabilities are scheduled to mature or reprice
within the next year than assets. The cumulative interest rate sensitivity
gap as of June 30, 2002 was 1.81% of total assets.
The cumulative gap analysis is merely a snapshot at a particular date
and does not fully reflect that certain assets and liabilities may have
similar repricing periods but may in fact reprice at different times within
that period and at differing rate levels. Management, therefore, uses the
interest rate sensitivity gap only as a general indicator of the potential
effects of interest rate changes on net interest income. Management believes
that the gap analysis is a useful tool only when used in conjunction with its
simulation model and other tools for analyzing and managing interest rate
risk.
-10-
CNB BANCORP, INC.
Part II Other Information
Item 4. Submission of Matters to a Vote of Security Holders - Annual Meeting
1. Election of Directors
At the annual meeting of shareholders held on April 16, 2002 there were
1,784,234 voting shares present in person or by proxy, which represented
78.44% of the Company's outstanding shares of 2,274,685. Shareholders of the
Company were asked to consider the Company's nominees for directors and to
elect three (3) directors, to serve for a term of three (3) years. The
Company's nominees for director were: William N. Smith, Brian K. Hanaburgh,
and Richard D. Ruby, each of whom were elected. The results of shareholder
voting are as follows:
Director Votes For Votes Against
William N. Smith 1,772,205 12,029
Brian K. Hanaburgh 1,779,305 4,929
Richard D. Ruby 1,778,162 6,072
Directors continuing in office are: John C. Miller, Frank E. Perrella,
Robert L. Maider, George A. Morgan, Clark D. Subik, Deborah H. Rose, Theodore
E. Hoye III and Timothy E. Delaney.
2. Approval of Long-Term Incentive Compensation Plan
At the annual meeting of shareholders held on April 16, 2002,
shareholders were asked to vote on a long-term incentive compensation plan.
Under the plan the Company will reserve 225,000 shares for issuance or 9.89%
of its outstanding common shares. The plan was adopted by shareholders. The
results of shareholder voting are as follows:
Votes For 1,411,603
Votes Against 109,128
Abstain 68,662
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CNB BANCORP, INC.
By /s/ William N. Smith
----------------------------------------------
William N. Smith, Chairman of the Board,
President and Chief Executive Officer
(chief executive officer)
By /s/ George A. Morgan
----------------------------------------------
George A. Morgan, Vice President and Secretary
(principal financial and accounting officer)
Dated: August 9, 2002
-12-
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CNB Bancorp, Inc. (the "Company")
on Form 10-Q for the period ending June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, William N.
Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
/s/ William N. Smith
- -----------------------
William N. Smith
Chief Executive Officer
August 9, 2002
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CNB Bancorp, Inc. (the "Company")
on Form 10-Q for the period ending June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, George A.
Morgan, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
/s/ George A. Morgan
- -----------------------
George A. Morgan
Chief Financial Officer
August 9, 2002