[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 _______
Commission file number 0-25752
FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN (State or other jurisdiction of incorporation or organization) |
38-2869722 (I.R.S. Employer Identification No.) |
101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517)546-3150
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 Exchange Act). Yes No X
The number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 3,165,740 shares of the Companys Common Stock (no par value) were outstanding as of November 5, 2003.
INDEX
Page Number |
||
Part I | Financial Information (unaudited): | |
Item 1. | ||
Interim Financial Statements: | ||
Consolidated Balance Sheet as of September 30, 2003 and December 31, 2002 | 4 | |
Consolidated Statements of Income, three months ended | ||
September 30, 2003 and 2002, and nine months ended | ||
September 30, 2003 and 2002 | 5 | |
Consolidated Statement of Stockholders' Equity and Comprehensive | ||
Income for three months ended September 30, 2003 and 2002 | 6 | |
Consolidated Statement of Stockholders' Equity and Comprehensive | ||
Income for nine months ended September 30, 2003 and 2002 | 7 | |
Consolidated Statements of Cash Flows for nine months ended | ||
September 30, 2003 and 2002 | 8 | |
Notes to Interim Consolidated Financial Statements | 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 | 23 | |
Item 4. | ||
Controls and Procedures | 23 | |
Part II. | Other Information | |
Item 6 | 24 | |
Signatures | 25 |
2
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
Unaudited interim consolidated
financial statements follow.
3
Consolidated Balance Sheets (unaudited) | September 30 | December 31 | |||
2003 | 2002 | ||||
Assets | |||||
Cash and due from banks | $ 14,233,810 | $ 13,389,226 | |||
Short term investments | 16,748,255 | 19,649,178 | |||
Total cash and cash equivalents | 30,982,065 | 33,038,404 | |||
Certificates of deposit | 2,522,000 | 3,880,000 | |||
Investment and securities held to maturity, net (fair value of $16,426,000 | |||||
at Sept. 30, 2003 and $18,011,000 at Dec. 31, 2002) | 15,353,839 | 16,863,210 | |||
Investment securities available for sale, at fair value | 24,474,194 | 16,753,001 | |||
Mortgage-backed securities held to maturity, net (fair value of | |||||
$26,000 at Dec. 31, 2002) | - | 26,033 | |||
Mortgage-backed securitities available for sale, at fair value | 8,596,719 | 9,924,802 | |||
FHLBI and FRB stock, at cost | 1,057,450 | 1,044,250 | |||
Total investment securities | 49,482,202 | 44,611,296 | |||
Loans: | |||||
Commercial | 279,834,366 | 263,002,466 | |||
Consumer | 34,494,106 | 33,666,705 | |||
Real estate mortgages | 33,603,369 | 31,291,141 | |||
Total loans | 347,931,841 | 327,960,312 | |||
Less unearned income | 905,197 | 843,052 | |||
Less allowance for loan losses | 6,014,940 | 5,794,399 | |||
Net loans | 341,011,704 | 321,322,861 | |||
Premises and equipment - net | 10,983,445 | 10,256,828 | |||
Land and facilities available for sale - net | 1,500,765 | 1,530,290 | |||
Other real estate owned, held for sale | 65,000 | 738,206 | |||
Accrued interest and other assets | 5,389,990 | 5,308,124 | |||
Total assets | 441,937,171 | 420,686,009 | |||
Liabilities and Stock holders' Equity | |||||
Liabilities | |||||
Deposits: | |||||
Non-interest bearing demand | 69,516,585 | 62,231,909 | |||
NOW | 50,500,433 | 41,423,298 | |||
Savings and money market | 129,465,883 | 138,961,869 | |||
Time | 137,061,424 | 131,455,135 | |||
Brokered certificates of deposit | 5,968,458 | - | |||
Total deposits | 392,512,783 | 374,072,211 | |||
Other borrowings | 5,327,708 | 5,569,255 | |||
Accrued interest, taxes, and other liabilities | 3,669,069 | 3,464,929 | |||
Total liabilities | 401,509,560 | 383,106,395 | |||
Stockholders' Equity | |||||
Common stock, no par value. Authorized 4,200,000 shares; 3,165,524 | |||||
shares issued and outstanding at September 30, 2003 and 3,157,798 shares | |||||
issued and outstanding at Dec. 31, 2002 | 5,641,655 | 5,465,089 | |||
Retained earnings | 34,589,768 | 31,685,849 | |||
Unearned management retention plan | (207,597 | ) | (247,282 | ) | |
Accumulated other comprehensive income, net | 403,785 | 675,958 | |||
Total stockholders' equity | 40,427,611 | 37,579,614 | |||
Total liabilities and stockholders' equity | 441,937,171 | 420,686,009 | |||
See notes to interim consolidated financial statements.
4
Consolidated Statements of Income | Three months ended September 30 | Nine months ended September 30 | |||||||
Unaudited | 2003 | 2002 | 2003 | 2002 | |||||
Interest and dividend income: | |||||||||
Interest and fees on loans | $5,738,193 | $5,797,668 | $17,061,171 | $ 17,237,662 | |||||
Interest and dividends on investment securities: | |||||||||
U.S. Treasury and agency securities | 226,378 | 283,918 | 677,073 | 940,183 | |||||
Obligations of state and political subdivisions | 190,008 | 204,750 | 586,036 | 632,075 | |||||
Corporates | 47,244 | 81,485 | 141,716 | 314,918 | |||||
Other securities | 97 | 15,753 | 15,033 | 44,340 | |||||
Interest on certificates and other bank deposits | 53,886 | 50,386 | 175,381 | 180,757 | |||||
Total interest and dividend income | 6,255,806 | 6,433,960 | 18,656,410 | 19,349,935 | |||||
Interest expense: | |||||||||
Interest on deposits | 1,353,180 | 1,833,354 | 4,430,233 | 5,676,764 | |||||
Interest on other borrowings | 115,627 | 151,094 | 311,968 | 466,334 | |||||
Total interest expense | 1,468,807 | 1,984,448 | 4,742,201 | 6,143,098 | |||||
Net interest income | 4,786,999 | 4,449,512 | 13,914,209 | 13,206,837 | |||||
Provision for loan losses | 200,000 | 325,000 | 800,000 | 325,000 | |||||
Net interest income after provision for loan losses | 4,586,999 | 4,124,512 | 13,114,209 | 12,881,837 | |||||
Non-interest income: | |||||||||
Service charges | 885,911 | 747,364 | 2,309,107 | 2,131,808 | |||||
Gain on sale of loans | 120,603 | 96,645 | 358,736 | 251,533 | |||||
Gain on sale/call of investments | - | 32,476 | 3,823 | 38,745 | |||||
Trust fees | 100,071 | 45,958 | 224,503 | 154,780 | |||||
Other | 2,115 | 2,601 | 65,551 | (4,408 | ) | ||||
Total non-interest income | 1,108,700 | 925,044 | 2,961,720 | 2,572,458 | |||||
Non-interest expense: | |||||||||
Salaries and employee benefits | 1,657,018 | 1,586,229 | 5,236,658 | 4,852,057 | |||||
Net occupancy | 241,521 | 230,603 | 721,304 | 668,265 | |||||
Equipment expense | 217,191 | 207,550 | 789,666 | 630,603 | |||||
Professional and service fees | 275,553 | 272,447 | 868,107 | 893,042 | |||||
Printing and supplies | 39,756 | 69,481 | 199,273 | 228,774 | |||||
Advertising | 74,282 | 73,717 | 246,017 | 227,696 | |||||
Other | 476,949 | 410,108 | 1,501,438 | 1,196,854 | |||||
Total non-interest expense | 2,982,270 | 2,850,135 | 9,562,463 | 8,697,291 | |||||
Income before federal income taxes | 2,713,429 | 2,199,421 | 6,513,466 | 6,757,004 | |||||
Federal income taxes | 841,700 | 662,100 | 1,996,675 | 2,055,000 | |||||
Net income | $1,871,729 | $1,537,321 | $ 4,516,791 | $ 4,702,004 | |||||
Per share statistics* | |||||||||
Basic EPS | $ 0.59 | $ 0.49 | $ 1.43 | $ 1.49 | |||||
Diluted EPS | $ 0.59 | $ 0.49 | $ 1.43 | $ 1.49 | |||||
Dividends | $ 0.17 | $ 0.17 | $ 0.51 | $ 0.458 |
*Based on average shares outstanding.
See notes to interim consolidated financial statements.
5
FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income
For the Three Months Ended September 30, 2003 and 2002 (Unaudited)
Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income | Total | |||||||
Balances at June 30, 2002 | $ 5,435,499 | 29,620,051 | (300,374 | ) | 302,364 | 35,057,540 | |||||
Amortization of management retention plan | 26,546 | 26,546 | |||||||||
Issued 498 shares for employee purchase plan | 9,297 | 9,297 | |||||||||
Issued 234 shares for current directors fees | 4,603 | 4,603 | |||||||||
Comprehensive income: | |||||||||||
Net income | 1,537,321 | 1,537,321 | |||||||||
Change in unrealized gain on debt securities | |||||||||||
available for sale, net of tax effect | 323,017 | 323,017 | |||||||||
Total comprehensive income | 1,860,338 | ||||||||||
Cash dividends (.17¢ per share) | (536,613 | ) | (536,613 | ) | |||||||
Balance at September 30, 2002 | $ 5,449,399 | 30,620,759 | (273,828 | ) | 625,381 | 36,421,711 | |||||
Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income (loss) | Total | |||||||
Balances at June 30, 2003 | $ 5,622,202 | 33,256,070 | (228,649 | ) | 627,068 | 39,276,691 | |||||
Amortization of management retention plan | 21,052 | 21,052 | |||||||||
Issued 636 shares for employee purchase plan | 13,642 | 13,642 | |||||||||
Issued 241 shares for current directors fees | 5,811 | 5,811 | |||||||||
Comprehensive income: | |||||||||||
Net income | 1,871,729 | 1,871,729 | |||||||||
Change in unrealized gain (loss) on debt securities | |||||||||||
available for sale, net of tax effect | (223,283 | ) | (223,283 | ) | |||||||
Total comprehensive income | 1,648,446 | ||||||||||
Cash dividends (17.0¢ per share) | (538,031 | ) | (538,031 | ) | |||||||
Balances at September 30, 2003 | $ 5,641,655 | 34,589,768 | (207,597 | ) | 403,785 | 40,427,611 | |||||
See notes to interim consolidated financial statements.
6
FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income
For the Nine Months Ended September 30, 2003 and 2002 (Unaudited)
Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income | Total | |||||||
Balances at December 31, 2001 | $ 5,246,770 | 27,361,215 | (231,143 | ) | 26,961 | 32,403,803 | |||||
Issued 5,246 shares for management retention plan | 109,799 | (109,799 | ) | - | |||||||
Amortization of management retention plan | 67,114 | 67,114 | |||||||||
Issued 3,468 shares for employee purchase plan | 59,877 | 59,877 | |||||||||
Issued 452 shares for current directors fees | 9,344 | 9,344 | |||||||||
Issued 1,128 shares for directors' variable fee plan | 23,609 | 23,609 | |||||||||
Net income | 4,702,004 | 4,702,004 | |||||||||
Change in unrealized gain on debt securities | - | ||||||||||
available for sale, net of tax effect | 598,420 | 598,420 | |||||||||
Total comprehensive income | 5,300,424 | ||||||||||
Cash dividends (45.75¢ per share) | (1,442,460 | ) | (1,442,460 | ) | |||||||
Balances at September 30, 2002 | $ 5,449,399 | 30,620,759 | (273,828 | ) | 625,381 | 36,421,711 | |||||
Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income (loss) | Total | |||||||
Balances at December 31, 2002 | 5,465,089 | 31,685,849 | (247,282 | ) | 675,958 | 37,579,614 | |||||
Issued 3,036 shares for management retention plan | 72,454 | (72,454 | ) | - | |||||||
Amortization of management retention plan | 112,139 | 112,139 | |||||||||
Issued 2,310 shares for employee stock purchase plan | 47,612 | 47,612 | |||||||||
Issued 691 shares for current stock directors fees | 16,504 | 16,504 | |||||||||
Issued 1,689 shares for directors' variable fee plan | 39,996 | 39,996 | |||||||||
Comprehensive income: | |||||||||||
Net income | 4,516,791 | 4,516,791 | |||||||||
Change in unrealized gain (loss) on debt securities | |||||||||||
available for sale, net of tax effect | (272,173 | ) | (272,173 | ) | |||||||
Total comprehensive income | 4,244,618 | ||||||||||
Cash dividends (.51¢ per share) | - | (1,612,872 | ) | - | - | (1,612,872 | ) | ||||
Balances at September 30, 2003 | 5,641,655 | 34,589,768 | (207,597 | ) | 403,785 | 40,427,611 | |||||
See notes to interim consolidated financial statements.
7
Consolidated Statements of Cash Flows | ||||||
Unaudited | Nine months ended September 30 | |||||
2003 | 2002 | |||||
Cash flows from operating activies: | ||||||
Net income | $ 4,516,791 | $ 4,702,004 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Provision for loan losses | 800,000 | 325,000 | ||||
Depreciation and amortization | 776,587 | 657,913 | ||||
Net amortization on investment securities | 105,092 | 189,448 | ||||
Earned portion of management retention plan | 112,139 | 67,114 | ||||
Loss on disposal of equipment | 8,958 | 68 | ||||
Gain on sale of investments | (3,823 | ) | (38,745 | ) | ||
Gain on sale of loans | (358,736 | ) | (251,533 | ) | ||
Gain on sale of other real estate owned | (22,710 | ) | - | |||
Proceeds from sale of loans | 22,327,086 | 22,093,781 | ||||
Origination of loans held for sale | (22,551,120 | ) | (23,080,013 | ) | ||
Proceeds from sale of other real estate owned, held for sale | 760,916 | - | ||||
(Increase) in accrued interest income and other assets | (117,341 | ) | (1,349,413 | ) | ||
Increase in accrued interest, taxes, and other liabilities | 344,440 | 23,735 | ||||
Net cash provided by operating activities | 6,698,279 | 3,339,359 | ||||
Cash flows from investing activities: | ||||||
Purchases of available for sale securities | (13,960,659 | ) | (6,035,081 | ) | ||
Purchases of held to maturity securities | (234,270 | ) | - | |||
Purchases/Stock dividend FHLBI stock | (13,200 | ) | (211,500 | ) | ||
Proceeds from sales of available for sale securities | - | 7,788,507 | ||||
Proceeds from maturities and calls of available for sale securities | 2,000,000 | 4,000,000 | ||||
Proceeds from mortgage-backed securities paydowns-available for sale | 5,052,453 | 3,024,230 | ||||
Proceeds from maturities and calls of held to maturity securities | 1,745,000 | 1,316,175 | ||||
Proceeds from mortgage-backed securities paydowns-held to maturity | 26,028 | 35,772 | ||||
Purchases of brokered CDs | (1,089,000 | ) | - | |||
Maturity of brokered CDs | 2,447,000 | 485,000 | ||||
Purchase of loans | - | (1,671,644 | ) | |||
Net increase in loans | (19,906,073 | ) | (30,121,215 | ) | ||
Capital expenditures | (1,512,162 | ) | (1,595,105 | ) | ||
Net cash used in investing actitities | (25,444,883 | ) | (22,984,861 | ) | ||
Cash flows from financing activities: | ||||||
Net increase in deposits | 12,472,114 | 1,252,258 | ||||
Increase in brokered CDs | 5,968,458 | 2,037,000 | ||||
Increase in borrowings | - | 4,000,000 | ||||
Payments on FHLB note | (241,547 | ) | (223,656 | ) | ||
Shares issued for employee purchase and directors compensation | 104,112 | 92,830 | ||||
Dividends paid | (1,612,872 | ) | (1,442,460 | ) | ||
Net cash provided by financing activities | 16,690,265 | 5,715,972 | ||||
Net decrease in cash and cash equivalents | (2,056,339 | ) | (13,929,530 | ) | ||
Cash and cash equivalents at beginning of year | 33,038,404 | 34,642,995 | ||||
Cash and cash equivalents at end of period | $ 30,982,065 | $ 20,713,465 | ||||
Supplemental disclosures: | ||||||
Interest paid | $ 3,298,242 | $ 5,902,952 | ||||
Federal income taxes paid | 1,740,000 | 1,846,000 | ||||
Loans transferred to other real estate | 95,000 | 1,285,018 | ||||
Loans charged off | 726,959 | 684,918 |
See notes to interim consolidated financial statements.
8
Notes to Interim
Consolidated Financial Statements (unaudited)
The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP) for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by GAAP for
complete financial statements.
1. In the opinion of management of the Registrant, the unaudited consolidated financial statements filed with this Form 10-Q contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Registrant as of September 30, 2003, and consolidated results of operations for the three months and nine months ended September 30, 2003 and 2002 and consolidated cash flows for the nine months ended September 30, 2003 and 2002.
2. The results of operations for the three months and nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year.
3. The accompanying unaudited consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements in the 2002 Annual Report contained in the Registrants report on Form 10-K filing.
4. The provision for income taxes represents Federal income tax expense calculated using annualized rates on taxable income generated during the respective periods.
5. Managements assessment of the allowance for loan losses is based on an evaluation of the loan portfolio, recent loss experience, current economic conditions, and other pertinent factors. Loans on non-accrual status and those past due more than 90 days amounted to $5,830,000 at September 30, 2003, $4,501,000 at September 30, 2002, and $4,097,000 at December 31, 2002. (See Managements Discussion and Analysis of financial condition and results of operations).
6. Basic and dilutive earnings per share (EPS) are computed by dividing net income by the respective weighted average common shares outstanding.
Third Quarter | Year to Date | |||
2003 | 2002 | 2003 | 2002 | |
Net income | $1,871,729 | $1,537,321 | $4,516,791 | $4,702,004 |
Shares outstanding (basic) | 3,164,895 | 3,156,551 | 3,161,846 | 3,151,208 |
Dilutive shares | _______0 | _______0 | _______0 | _______0 |
Shares outstanding (diluted) | 3,164,895 | 3,156,551 | 3,161,846 | 3,151,208 |
Earnings per share: | ||||
Basic EPS | $ .59 | $ .49 | $ 1.43 | $ 1.49 |
Diluted EPS | $ .59 | $ .49 | $ 1.43 | $ 1.49 |
9
Item 2.
Managements
Discussion and Analysis
of Financial
Condition and Results of Operations
Interim Financial
Statements
This report includes certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in business areas in which FNBH Bancorp, Inc. (the Company) operates, prevailing interest rates, changes in government regulations and policies affecting financial service companies, credit quality and credit risk management, acquisitions and integration of acquired businesses.
The Company, a Michigan business corporation, is a one bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell (the Bank) and all of the outstanding stock of HB Realty Co., a subsidiary which owns real estate. The following is a discussion of the Companys results of operations for the three months and nine months ended September 30, 2003 and 2002, and also provides information relating to the Companys financial condition, focusing on its liquidity and capital resources.
Earnings (in thousands | Third Quarter | Year-to-Date | |||
except per share data) | 2003 | 2002 | 2003 | 2002 | |
Net income | $1,872 | $1,537 | $4,517 | $4,702 | |
Net Income per Share | $ .59 | $ .49 | $ 1.43 | $ 1.49 |
Net income for the three months ended September 30, 2003 increased approximately $335,000 (21.8%) compared to the same period last year. In the third quarter of the current year net interest income increased $337,000 (7.6%), the provision for loan losses decreased $125,000 (38.5%) and non-interest income also increased $184,000 (19.9%). Slightly offsetting these favorable variances was an increase in non-interest expenses of $132,000 (4.6%) and a higher provision for federal income taxes of $180,000 (27.1%).
Net income for the first nine months of the year decreased $185,000 (3.9%) from that reported last year. Contributing to the decline in 2003 earnings was a provision for loan losses of $800,000 in 2003 compared to $325,000 in 2002 as well as an increase in non-interest expense of $865,000 (9.9%). Partially offsetting these decreases in income were increases of $707,000 (5.4%) in net interest income, increased non-interest income of $389,000 (15.1%) and a decrease of $58,000 (2.8%) in the provision for federal income tax.
10
Net Interest Income | Third Quarter | Year-to-Date | |||
(in thousands) | 2003 | 2002 | 2003 | 2002 | |
Interest Income | $6,256 | $6,434 | $18,656 | $19,350 | |
Interest Expense | 1,469 | 1,984 | 4,742 | 6,143 | |
Net Interest Income | $4,787 | $4,450 | $13,914 | $13,207 |
The following table illustrates some of the significant factors contributing to the increase in net interest income for the period and for the year to date.
TABLE 1
INTEREST YIELDS AND COSTS (in thousands)
September 30, 2003 and 2002
----------Third Quarter Averages---------- | |||||||||||||
2003 | 2002 | ||||||||||||
Average Balance | Interest | Rate | Average Balance | Interest | Rate | ||||||||
Assets: | |||||||||||||
Short term investments | $ 14,693 | $ 53.5 | 1.43% | $ 5,559 | $ 50.4 | 3.55% | |||||||
Securities: Taxable | 28,759 | 273.7 | 3.81% | 33,684 | 381.1 | 4.53% | |||||||
Tax-exempt (1) | 15,551 | 273.7 | 7.04% | 16,776 | 289.2 | 6.89% | |||||||
Loans(2)(3) | 345,352 | 5,773.6 | 6.56% | 316,032 | 5,838.4 | 7.23% | |||||||
Total earnings assets/total interest income | 404,301 | $ 6,374.5 | 6.20% | 372,051 | $ 6,559.1 | 6.91% | |||||||
Cash & due from banks | 14,101 | 15,113 | |||||||||||
All other assets | 18,118 | 19,081 | |||||||||||
Allowance for loan loss | (5,889 | ) | (5,178 | ) | |||||||||
Total Assets | $ 430,631 | $ 401,067 | |||||||||||
Liabilities and | |||||||||||||
Stockholders' Equity | |||||||||||||
Interest bearing deposits: | |||||||||||||
Savings & NOW accounts | $ 172,674 | $ 295.3 | 0.68% | $ 150,241 | $ 571.3 | 1.51% | |||||||
Time | 134,971 | 1,057.9 | 3.11% | 133,344 | 1,262.0 | 3.75% | |||||||
Short term borrowings | 4,946 | 17.3 | 1.37% | 10,216 | 48.9 | 1.87% | |||||||
FHLB Advances | 5,328 | 98.3 | 7.22% | 5,569 | 102.2 | 7.18% | |||||||
Total interest bearing liabilities/total interest expense | 317,919 | $ 1,468.8 | 1.83% | 299,370 | $ 1,984.4 | 2.63% | |||||||
Non-interest bearing deposits | 69,133 | 62,085 | |||||||||||
All other liabilities | 3,592 | 4,215 | |||||||||||
Stockholders' Equity | 39,987 | 35,937 | |||||||||||
Total liabilities and shareholders' equity | $ 430,631 | $ 401,607 | |||||||||||
Interest spread | 4.37% | 4.28% | |||||||||||
Net interest income-FTE | $ 4,905.7 | $ 4,574.7 | |||||||||||
Net interest margin | 4.76% | 4.80% | |||||||||||
(1) Average yield in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any market value adjustments recorded under Statement of Financial Accounting Standards No. 115.
(2) For purposes of the computation above, non-accruing loans are included in the average daily loan balances.
(3) Interest on loans includes origination fees totaling $212,000 in 2003 and $165,000 in 2002.
11
INTEREST YIELDS AND COSTS (in thousands)
September 30, 2003 and 2002
----------Year to Date Averages---------- | |||||||||||||
2003 | 2002 | ||||||||||||
Average Balance | Interest | Rate | Average Balance | Interest | Rate | ||||||||
Assets: | |||||||||||||
Short term investments | $ 13,820 | $ 174.4 | 1.68% | $ 8,445 | $ 178.5 | 2.79% | |||||||
Securities: Taxable | 27,654 | 833.8 | 4.02% | 36,805 | 1,300.9 | 4.71% | |||||||
Tax -exempt (1) | 16,062 | 842.7 | 7.00% | 17,229 | 895.3 | 6.93% | |||||||
Loans(2)(3) | 338,562 | 17,165.7 | 6.70% | 306,544 | 17,356.5 | 7.49% | |||||||
Total earnings assets/total | |||||||||||||
interest income | 396,098 | $ 19,016.6 | 6.35% | 369,023 | $ 19,731.2 | 7.08% | |||||||
Cash & due from banks | 13,101 | 14,483 | |||||||||||
All other assets | 18,325 | 17,954 | |||||||||||
Allowance for loan loss | (5,879 | ) | (5,422 | ) | |||||||||
Total Assets | $ 421,645 | $ 396,038 | |||||||||||
Liabilities and | |||||||||||||
Stockholders' Equity | |||||||||||||
Interest bearing deposits: | |||||||||||||
Savings & NOW accounts | $ 172,889 | $ 1,175.7 | 0.91% | $ 150,735 | $ 1,701.5 | 1.51% | |||||||
Time | 133,519 | 3,254.6 | 3.26% | 130,728 | 3,975.2 | 4.07% | |||||||
Short term borrowings | 1,721 | 17.6 | 1.35% | 10,722 | 159.3 | 1.99% | |||||||
FHLB Advances | 5,340 | 294.3 | 7.27% | 5,581 | 307.1 | 7.26% | |||||||
Total interest bearing liabilities/total interest expense | 313,469 | $ 4,742.2 | 2.02% | 297,766 | $ 6,143.1 | 2.76% | |||||||
Non-interest bearing deposits | 65,563 | 59,826 | |||||||||||
All other liabilities | 3,549 | 3,680 | |||||||||||
Stockholders' Equity | 39,064 | 34,766 | |||||||||||
Total liabilities and shareholders' equity | $ 421,645 | $ 396,038 | |||||||||||
Interest spread | 4.33% | 4.32% | |||||||||||
Net interest income-FTE | $ 14,274.4 | $ 13,588.1 | |||||||||||
Net interest margin | 4.75% | 4.85% | |||||||||||
(1) Average yield in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any market value adjustments recorded under Statement of Financial Accounting Standards No. 115.
(2) For purposes of the computation above, non-accruing loans are included in the average daily loan balances.
(3) Interest on loans includes origination fees totaling $542,000 in 2003 and $574,000 in 2002.
12
Interest Earning Assets/Interest Income
On a tax equivalent basis, interest income decreased approximately $185,000 in the third quarter of 2003 compared to that of 2002. The decrease was the result of a 71 basis point reduction in the yield on earning assets. This negative trend was partially offset by a $32,250,000 (9%) growth in average balances of earning assets.
Loan interest decreased approximately $65,000 due to a 67 basis point decrease in interest rates although average balances increased $29,000,000 (9%). The decline in loans rates was the result of overall lower interest rates this year compared to last year and a higher mix of variable rate loans. In particular, the prime interest rate was 4.00% throughout the third quarter of this year compared to 4.75% in the third quarter of 2002. In the third quarter, tax equivalent income on investments decreased approximately $123,000. The decrease can be attributed to a $6,000,000 decrease in average balances as well as the mix of investments. Taxable investment securities have had considerable runoff as securities with higher yields have prepaid or been called. Yields on investments decreased by 37 basis points for the three months ended September 30, 2003 compared to last year. In the third quarter of 2003, short term investments increased $9,000,000 from the comparable period in 2002, however the yield is 212 basis points lower. The increase in volume is the result of a temporary increase in deposits due to summer tax collections.
For the first nine months of the year, tax equivalent interest income decreased approximately $715,000. Loan interest income decreased approximately $191,000. The interest rate earned on loans decreased 79 basis points while average balances increased $32,000,000 (10%). Loan growth was concentrated in the commercial portfolio where balances increased $27,000,000 (11%) on average. Consumer loans had a slight increase of $1,100,000 (3%) while mortgage loans increased $4,000,000 (14%). In addition to the growth in mortgage loans retained in the portfolio, the Bank sold approximately $22,102,000 residential mortgage loans, compared to $14,700,000 in the first nine months of 2002. For the first nine months of the year, income on short and long term investments decreased $524,000 from that earned in the prior year due to a $5,000,000 decrease in average balances and a change in mix as described above, lowering the yields earned by 78 basis points.
Interest Bearing
Liabilities/Interest Expense
In the third quarter of 2003,
interest expense decreased $516,000 due to a decrease in the interest rate paid of 80
basis points although average balances increased $18,500,000 (6%). Savings and NOW
interest expense decreased approximately $276,000. The decrease was due to the interest
rate declining 83 basis points as the average balance increased $22,000,000 (15%).
Interest on time deposits decreased $204,000 in the third quarter of 2003 over the prior
year. The decrease was due to a decrease of 64 basis points in rates paid offset by an
increase in the average balance of $1,600,000. In the third quarter of 2003 the Company
had average short term borrowings of $4,946,000 compared to $10,216,000 in the third
quarter of 2002. The interest rate averaged 1.37% in 2003 compared to 1.87% for the same
quarter in 2002 on these borrowings. Management has reduced reliance on third-party
funding sources as the maturities and paydowns of investment securities as well as deposit
growth, including the issuance of brokered certificates of deposit, have been used to fund
loan demand.
13
Included in the average balance for short term borrowings were Fed Funds Purchased, Federal Home Loan Bank of Indianapolis (FHLBI) short term borrowings, and repurchase agreements. Included in FHLB advances are two loans, entered into in 2000, from the FHLBI. One borrowing, originally for $3,000,000, was initiated to match the maturity of a fixed rate loan made to a local township. The other borrowing was intended to help with the Banks rate sensitivity position. Future loan growth may be funded with FHLBI borrowings.
In the first nine months of the year, interest expense decreased $1,401,000 from that of the previous year. Contributing to this decrease was a 74 basis point decrease in rates while average balances of interest bearing liabilities increased $15,700,000 (5%). Savings and NOW interest expense decreased approximately $526,000 because the interest rate decreased 60 basis points although average balances increased $22,000,000 (15%). Interest on time deposits decreased approximately $721,000 because the rate decreased 81 basis points although the average balance increased $2,800,000 (2%). In the first nine months of 2003, the Bank incurred $18,000 of expense to borrow short term money compared to $159,000 in 2002. The short term borrowings were necessary as loan growth outpaced deposit growth in 2002. The FHLBI advances are discussed above.
Liquidity
Liquidity is monitored by the
Banks Asset/Liability Management Committee (ALCO) which meets at least monthly. The
Board of Directors has approved a liquidity policy which requires the Bank, while it is
well capitalized as defined by the Federal Financial Institutions Examination Council
(FFIEC), to maintain a current ratio of no less than 1:1 (core basic surplus liquidity
equal to 0), representing that the Banks contingency for unexpected funding outflows
is being primarily met by short-term investments and unencumbered treasury and agency
securities. Additional requirements of the policy are that when FHLBI available credit is
added to core basic surplus liquidity, the Bank must have liquidity totaling 5% of assets
and when brokered CDs and Fed Funds lines are added, the Bank must have liquidity totaling
8% of assets. Should the Banks capital ratios fall below the well
capitalized level, additional liquidity totaling 5% of assets will be required. As
of September 30, 2003, the Company had an $18,900,000 surplus of core basic liquidity.
Deposits are the principal source of funds for the Bank. Management monitors rates at other financial institutions in the area to ascertain that its rates are competitive in the market. Management also attempts to offer a wide variety of products to meet the needs of its customers. The makeup of the Banks Large Certificates, which are generally considered to be more volatile and sensitive to changes in rates, consists principally of local depositors known to the Bank. As of September 30, 2003, the Bank had Large Certificates totaling approximately $52,000,000 compared to $44,000,000 at December 31, 2002. In the third quarter, the bank issued $5,969,000 in brokered certificates through a dealer to help fund loan growth. Included in the issuance were $2,380,000 maturing in March 2004, $1,218,000 maturing in September 2004 and $2,371,000 maturing in September 2005.
14
It is the intention of the Banks management to handle unexpected liquidity needs through its Federal Funds position with a correspondent bank and by Federal Home Loan Bank borrowings. The Bank has a line of credit of approximately $35,000,000 available at the FHLBI. As of September 30, 2003 approximately $5,300,000 of the line had been used and for long term advances, previously described. The Bank has pledged certain mortgage loans as collateral for this borrowing. The Bank also has a repurchase agreement in place where it can borrow from a broker who will lend money against certain securities of the Bank. Finally, management may look to available for sale securities in the investment portfolio to meet additional liquidity needs.
Interest Rate Risk
Interest rate risk is also addressed by ALCO. Interest rate risk is the potential for economic losses due to future rate changes and can be reflected as a loss of future net interest income and/or loss of current market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while, at the same time, maximizing income. Tools used by management include the standard GAP report which lays out the repricing schedule for various asset and liability categories and an interest rate simulation report. The Bank has no market risk sensitive instruments held for trading purposes. The Bank has not entered into futures, forwards, swaps, or options to manage interest rate risk. However, the Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers including commitments to extend credit and letters of credit. A commitment or letter of credit is not recorded as an asset until the instrument is exercised.
In addition to liquidity and interest rate risk management issues, ALCO discusses the Banks performance and the current economic outlook and its impact on the Bank and current interest rate forecasts. Actual results are compared to budget in terms of growth and income. A yield and cost analysis is done to monitor interest margin. Various ratios are discussed including capital ratios, other balance sheet ratios, and profitability ratios.
Interest Rate Sensitivity | |||||||||||
(dollars in thousands) | 0-3 Months |
4-12 Months |
1-5 Years |
5+ Years |
Total | ||||||
Assets: | |||||||||||
Loans | $165,941 | $47,574 | $121,690 | $11,822 | $347,027 | ||||||
Securities | 3,198 | 14,559 | 24,676 | 6,438 | 48,871 | ||||||
Brokered CDs | 1,067 | 485 | 970 | - | 2,522 | ||||||
Short term investments | 16,748 | --0-- | --0-- | --0-- | 16,748 | ||||||
Total rate sensitive assets | $186,954 | $62,618 | $147,336 | $ 18,260 | $415,168 | ||||||
Liabilities & Stockholders' Equity: | |||||||||||
Savings & NOW | $ 80,348 | - | - | $ 99,618 | $179,966 | ||||||
Time | 21,133 | 56,978 | 64,484 | 434 | 143,029 | ||||||
Other borrowings | 75 | 231 | 4,469 | 553 | 5,328 | ||||||
Total rate sensitive liabilities | $101,556 | $57,209 | $68,953 | $100,605 | $328,323 | ||||||
Rate sensitivity gap and ratios: | |||||||||||
Gap for period | $85,398 | $5,409 | $78,383 | $(82,345 | ) | ||||||
Cumulative gap | 85,398 | 90,807 | 169,190 | 86,845 | |||||||
Cumulative rate sensitive ratio | 1.84 | 1.57 | 1.74 | 1.26 |
15
The preceding table sets forth the time periods in which earning assets and interest bearing liabilities will mature or may re-price in accordance with their contractual terms. The entire balance of savings, MMDA, and NOW are not categorized as 0-3 months, although they are variable rate products. Some of these balances are core deposits and are not considered rate sensitive. Allocations are made to time periods based on the Banks historical experience and managements analysis of industry trends.
In the gap table above, the short term (one year and less) cumulative interest rate sensitivity is asset sensitive as of September 30, 2003. An asset sensitive position would normally indicate increased net interest income in a rising rate environment. Gap analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since repricing of various categories of assets and liabilities is subject to the Banks needs, competitive pressures, and the needs of the Banks customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within the period and at different rate indices. Additionally, simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin, provides meaningful insight into strategies management can take to help mitigate the movement of interest rates.
Provision for Loan Losses | Third Quarter | Year-to-Date | |||
(in thousands) | 2003 | 2002 | 2003 | 2002 | |
Total | $200 | $325 | $800 | $325 | |
The Company provided a loan loss provision of $200,000 in the third quarter of 2003 having provided a provision of $325,000 in the same period last year. The provision in the third quarter of 2003 is based upon an analysis of losses inherent in the portfolio and other economic factors. Nonperforming loans did decrease from that at June 30, 2003, but continue to be $1,733,000 higher than at December 31, 2002 and $1,329,000 higher than September 30, 2002. Net charge offs for the third quarter of 2003 were $67,500 compared to $91,800 in the same period in 2002. Depressed economic market conditions have had an impact on the loan portfolio and the related allowance and charge offs. If the economy remains sluggish, it is expected to continue to impact the loan portfolio.
Year to date the provision is $800,000 compared to $325,000 last year. At September 30, 2003, the allowance for loan loss as a percent of loans was 1.73%, compared to 1.70% a year earlier and 1.77% at December 31, 2002. For the first nine months of 2003, the Bank had net charge offs of $579,000, compared to $589,000 during the first nine months of 2002. Due to events arising subsequent to September 30, 2003, the Bank took a $440,000 charge off in October 2003 on two impaired loans. As of September 30, 2003, $125,000 had been specifically reserved for these loans. These charge offs will have an impact on the determination of the provision for loan losses in the fourth quarter of 2003. Non-accrual, past due 90 days, and renegotiated loans were 1.68% and 1.41% of total loans outstanding at September 30, 2003 and 2002, respectively, and 1.25% of total loans at December 31, 2002.
16
Impaired loans, as defined by Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, totaled approximately $9,200,000 at September 30, 2003, and included non-accrual, and past due 90 days other than homogenous residential and consumer loans, and $4,500,000 of commercial loans separately identified as impaired. Impaired loans totaled $9,300,000 at December 31, 2002. A loan is considered impaired when it is probable that all or part of amounts due according to the contractual terms of the loan agreement will not be collectable on a timely basis. Nonperforming loans are reviewed regularly for collectability. Any uncollectable balances are promptly charged off.
The adequacy of the allowance for loan losses is determined by management's assessment of the composition of the loan portfolio, an evaluation of specific credits, an analysis of the value of the underlying collateral for those loans, historical loss experience, relevant economic factors, the level of nonperforming loans, loans that have been identified as impaired, and the overall credit quality of the portfolio. Management continues to refine its techniques in this analysis. Impaired loans had specific reserves calculated in accordance with SFAS No. 114 of $1,650,000 at September 30, 2003, $2,000,000 at December 31, 2002, and $1,500,000 at September 30, 2002.
Nonperforming assets are loans for which the accrual of interest has been discontinued, accruing loans 90 days or more past due in payments, and other real estate which has been acquired primarily through foreclosure and is waiting disposition.
Loans are generally placed on a nonaccrual basis when principal or interest is past due 90 days or more and when, in the opinion of management, full collection of principal and interest is unlikely. Loans categorized as ninety days past due and still accruing are well secured and in the process of collection. The following table describes nonperforming assets at September 30, 2003 compared to December 31, 2002.
17
Nonperforming Assets | |||||
(in thousands) | September 30, 2003 | December 31, 2002 | |||
Non-accrual loans | $4,963 | $3,288 | |||
90 days or more past due and still accruing | 867 | 809 | |||
Total nonperforming loans | 5,830 | 4,097 | |||
Other real estate | 65 | 738 | |||
Total nonperforming assets | $5,895 | $4,835 | |||
Nonperforming loans as a percent of total loans | 1.68 | % | 1.25 | % | |
Loan loss reserve as a percent of nonperforming loans | 103 | % | 141 | % |
The following table sets forth loan balances and summarizes the changes in the allowance for loan losses for the first nine months of 2003 and 2002.
Loans: (dollars in thousands) | Year to date Sept. 30, 2003 | Year to date Sept. 30, 2002 | |||
Average daily balance of loans for the year to date | 338,562 | 306,544 | |||
Amount of loans, net of unearned income, | |||||
outstanding at endof the quarter | 347,027 | 318,721 | |||
Allowance for loan losses: | |||||
Balance at beginning of year | 5,794 | 5,668 | |||
Loans charged off: | |||||
Real estate | 0 | 0 | |||
Commercial | 544 | 598 | |||
Consumer | 182 | 87 | |||
Total charge-offs | 726 | 685 | |||
Recoveries of loans previously charged off: | |||||
Real estate | 0 | 0 | |||
Commercial | 100 | 32 | |||
Consumer | 47 | 64 | |||
Total recoveries | 147 | 96 | |||
Net loans charged off | 579 | 589 | |||
Additions to allowance charged to operations | 800 | 325 | |||
Balance at end of quarter | $ 6,015 | $ 5,404 | |||
Ratios: | |||||
Net loans charged off (annualized) to average | |||||
loans outstanding | .23% | .26% | |||
Allowance for loan losses to loans outstanding | 1.73% | 1.70% |
Non-interest Income | Third Quarter | Year-to-Date | |||
(in thousands) | 2003 | 2002 | 2003 | 2002 | |
Total | $1,109 | $925 | $2,962 | $2,572 | |
18
Non-interest income, which includes service charges on deposit accounts, loan fees, trust fees, other operating income, and gain (loss) on sale of assets, increased by $184,000 (19.9%) in the third quarter of 2003 compared to the same period in the previous year. Gain on the sale of loans increased $24,000 (24.8%) due to increased volume of residential mortgage sales. In the third quarter of 2003 the Company sold $8,081,000 in residential mortgage loans compared to $4,900,000 in the same period the previous year. In light of recent increases in mortgage interest rates, mortgage loan sales and the related gains are expected to significantly decrease in the fourth quarter. Trust fees increased $54,000 (117.7%) due to higher assets under management and approximately $40,000 of non-recurring fee income collected in 2003. Service charge income increased approximately $139,000 (18.5%) primarily the result of an increase volume of business and in particular higher non-sufficient funds fees.
For the year, non-interest income increased $389,000 (15.1%). Contributing to the increase was a $177,000 (8.3%) increase in service charge income primarily the result of increased business offset by the impairment charge for mortgage servicing rights recorded in second quarter of 2003. Gains on the sale of loans increased approximately $107,000 (42.6%) due to increased volume for the year to date, $22,102,000 in the current year compared to $14,700,000 in the previous. Trust fees increased $70,000 (45%) due to higher assets under management and non-recurring fees collected in 2003. Other income increased $70,000 due to gains on the sale of other real estate and the reversal of a reserve for other real estate of $45,000.
Non-interest Expense | Third Quarter | Year-to-Date | |||
(in thousands) | 2003 | 2002 | 2003 | 2002 | |
Total | $2,982 | $2,850 | $9,562 | $8,697 | |
Non-interest expense increased $132,000 (4.6%) in the third quarter of 2003 compared to the same period last year. There were increases in salaries and benefits expense of $71,000 (4.5%) principally due to normal merit increases and higher benefit costs. Occupancy expense increased $11,000 (4.7%) primarily due to costs associated with higher building service expenses and property taxes. Equipment expense increased $10,000 (4.6%) due to higher equipment maintenance costs and higher depreciation expense as the result of the new operations center. Other expenses also increased $67,000 (16.3%) due primarily to increased computer service fees.
For the first nine months of the year, non-interest expense increased $865,000 (9.9%) compared to the prior year. There was a $385,000 (7.9%) increase in salaries and benefits, made up of a $347,000 (10.6%) increase in salary expense due to merit increases and additional employees to keep pace with the Banks growth in assets, and a $38,000 (2.4%) increase in payroll taxes and medical insurance expense also related to new employees and higher costs. Occupancy expense was $53,000 (17.9%) higher due primarily to the new branch in Genoa Township which opened in the second quarter last year and the new operations center which opened in January of 2003. Advertising increased $18,000 (8.0%) due to promotional efforts for the Brighton market. Other non-interest expense increased $305,000 (25.4%) primarily due to the valuation reserve for land held for sale and increases in computer service fees, postage and telephone.
19
Partially offsetting these increases was a decrease in other professional service fees of $25,000 (2.8%) due to lower outside consultant fees and lower printing and supplies costs of $30,000 (12.9%).
Income Tax Expense | Third Quarter | Year-to-Date | |||
(in thousands) | 2003 | 2002 | 2003 | 2002 | |
Total | $842 | $662 | $1,997 | $2,055 | |
Fluctuations in income taxes resulted primarily from changes in the level of profitability and in variations in the amount of tax-exempt income.
Capital | |||||
(in thousands) | September 30, 2003 | December 31, 2002 | |||
Stockholders' Equity* | $40,428 | $37,580 | |||
Ratio of Equity to Total Assets | 9.14 | % | 8.93 | % |
*Amounts include securities valuation adjustments recorded under Statement of Financial Accounting Standards No. 115 amounting to $404,000 at September 30, 2003 and $676,000 at December 31, 2002.
A financial institutions capital ratio is looked upon by the regulators and the public as an indication of its soundness. Stockholders equity, excluding the securities valuation adjustment, increased $3,120,000 (8.5%) during the first nine months of the year. This increase was principally the result of net income earned by the company reduced by dividends paid of $1,613,000.
The Federal Reserve Board provides guidelines for the measurement of capital adequacy. The Banks capital, as adjusted under these guidelines, is referred to as risk-based capital. The Banks Tier 1 risk-based capital ratio at September 30, 2003 was 10.27%, and total risk-based capital was 11.52%. At September 30, 2002 these ratios were 9.81% and 11.07% respectively. Minimum regulatory Tier 1 risk-based and total risk-based capital ratios under the Federal Reserve Board guidelines are 4% and 8% respectively.
The capital guidelines also provide for a standard to measure risk-based capital to total assets which is called the leverage ratio. The Banks leverage ratio was 8.76% at September 30, 2003 and 8.53% in 2002. The minimum standard leverage ratio is 3% but financial institutions are expected to maintain a leverage ratio 1 to 2 percentage points above the 3% minimum.
In 1998 the Company exercised an option to purchase an 18 acre tract of land in northwest Brighton primarily to acquire a prime site for a new branch. The cost of the property was approximately $4,000,000. In 1999 a new branch of the Bank was built on land valued at approximately $800,000. During 2000 one parcel of the property was sold. The remaining property is held for sale.
20
The Company also owns a branch site in Hamburg which is valued at approximately $330,000. Construction has begun on the Hamburg branch and is expected to be completed in the fourth quarter of 2003. This building project is expected to be financed from internally generated funds.
Critical Accounting
Policies
The Company maintains critical
accounting policies for the allowance for loan losses, mortgage servicing rights and the
classification and valuation of securities. Refer to notes 1c, 1d and 1e of the Notes to
Consolidated Financial Statements for additional information incorporated by reference to
the Annual Report to Shareholders for the year ended December 31, 2002.
Contractual Obligations
As of September 30, 2003, December
31, 2002 and September 30, 2002, the Bank had outstanding irrevocable standby letters of
credit, which carry a maximum potential commitment of approximately $3,300,000, $3,100,000
and $2,800,000, respectively. These letters of credit are conditional commitments issued
by the Bank to guarantee the performance of a customer to a third party. The majority of
these letters of credit are short-term guarantees of one year or less, although some have
maturities which extend as long as two years. The credit risk involved in issuing letters
of credit is essentially the same as that involved in extending loans to customers. The
Bank primarily holds real estate as collateral supporting those commitments for which
collateral is deemed necessary. The extent of collateral held on those commitments at
September 30, 2003, December 31, 2002 and September 30, 2002, where there is collateral,
is in excess of the committed amount. A letter of credit is not recorded on the balance
sheet until a customer fails to perform.
Accounting Standards
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. Statement No. 145 rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers, and amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Statement No. 145 is effective for fiscal years beginning after May 15, 2002, with early adoption of the provisions related to the rescission of Statement No. 4 encouraged. Upon adoption, enterprises must reclassify prior-period items that do not meet the extraordinary-item classification criteria in APB 30. Adoption of this Statement did not have a significant impact on the Banks results of operations or financial condition. |
21
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Statement No. 146 nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The principal difference between Statement No. 146 and Issue 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity. This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. Under Issue 94-3, the liability was recognized at the date of an entitys commitment to an exit plan. Statement No. 146 is effective for exit or disposal activities (including restructuring) that are initiated after December 31, 2002, with early adoption encouraged. Adoption of this Statement did not have a significant impact on the Banks results of operations or financial condition. |
On December 31, 2002, the FASB issued SFAS No. 148, Accounting for Stock-based Compensation Transition and Disclosure, which amends SFAS No. 123, Accounting for Stock-based Compensation. SFAS No. 148 amends the disclosure requirements in SFAS No. 123 for stock-based compensation for annual periods ending after December 15, 2002 and for interim periods beginning after December 15, 2002. These disclosure requirements apply to all companies, including those that continue to recognize stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees. Effective for financial statements for fiscal years ending after December 15, 2002, SFAS No. 148 also provides three alternative transition methods for companies that choose to adopt the fair-value measurement provisions of SFAS No. 123. Earlier application of those transition methods is permitted for entities with a fiscal year ending prior to December 15, 2002, provided that financial statements for the 2002 fiscal year have not been issued as of December 31, 2002. Adoption of this Statement did not have a significant impact on the Banks results of operations or financial condition. |
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. Statement No. 149 amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, to clarify the definition of a derivative and expand the nature of exemptions from Statement 133. This Statement also clarifies the application of hedge accounting when using certain instruments and the application of paragraph 13 of Statement 133 to embedded derivative instruments in which the underlying is an interest rate. Finally, the Statement modifies the cash flow presentation of derivative instruments that contain financing elements. Statement No. 149 is effective for contracts entered into or modified after June 30, 2003, with early adoption encouraged. Adoption of this Statement did not have a significant impact on the Banks results of operations or financial condition. |
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (SFAS 150) which requires issuers of financial instruments to classify as liabilities certain freestanding financial instruments that embody obligations of the issuer. SFAS 150 was effective for all freestanding financial instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. On October 29, 2003, the FASB voted to defer for an indefinite period the application of the guidance in SFAS 150 to non-controlling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability on the parents financial statements. The adoption of the sections of this Statement that have not been deferred did not have a significant impact on our financial condition or results of operations. The section noted above that has been deferred indefinitely is not expected to have a significant impact on our financial condition or results or operations. |
22
In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (the Interpretation), which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, regardless of the guarantors fiscal year end. The guarantor may not revise or restate its previous accounting for guarantees issued before the date of the Interpretations initial application to reflect the effect of the recognition and measurement provisions of the Interpretation. The disclosure requirements in this Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. Adoption of the measurement requirements of this Interpretation did not have a significant impact on the Banks results of operations or financial condition. |
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
There has been no material change in
the market risk faced by the Company since December 31, 2002 other than previously
discussed.
Item 4. Controls and Procedures | |
(a) |
Evaluation of Disclosure Controls and Procedures. With the participation of management, the Companys chief executive officer and chief financial officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13 15(e) and 15d 15(e) for the period ended September 30, 2003, have concluded that, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others in connection with the Companys filing of its third quarter report on Form 10-Q for the period ended September 30, 2003. |
(b) | Changes in Internal Controls. |
During the fiscal quarter covered by this Report, there have not been any changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. |
23
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) | The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report: |
31.1 Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
31.2 Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32.1 Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
32.2 Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
(b)
Reports on Form 8-K:
The
company filed a report 8-K on July 20, 2003 under Item 12 regarding the Companys
Second Quarter 2003 Earnings Press Release.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 to be signed on its behalf by the undersigned hereunto duly authorized.
FNBH BANCORP, INC. | |
/s/ Barbara Draper | |
Barbara Draper | |
President and Chief Executive Officer | |
/s/ Janice B. Trouba | |
Janice B. Trouba | |
Chief Financial Officer |
DATE: November 7, 2003
25
EXHIBIT 31.1
CERTIFICATE OF THE
CHIEF EXECUTIVE OFFICER
OF
FNBH BANCORP, INC.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
I, Barbara Draper, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of FNBH Bancorp, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: November 7, 2003 | |
/s/ Barbara Draper | |
Barbara Draper Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF
FNBH BANCORP, INC.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
I, Janice B. Trouba, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of FNBH Bancorp, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting |
Date: November 7, 2003 | |
/s/ Janice B. Trouba | |
Janice B. Trouba Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATE OF THE
CHIEF EXECUTIVE OFFICER
OF
FNBH BANCORP, INC.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
I, Barbara Draper, Chief Executive Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:
(1) The quarterly report on Form 10-Q for the quarterly period ended September 30, 2003, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;
(2) The information contained in this quarterly report on Form 10-Q for the quarterly period ended September 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.
FNBH BANCORP, INC. | ||
Date: November 7, 2003 | ||
By: | /s/ Barbara Draper | |
Barbara Draper | ||
Its: | Chief Executive Officer |
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER
OF
FNBH BANCORP, INC.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):
I, Janice B. Trouba, Chief Financial Officer of FNBH Bancorp, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:
(1) The quarterly report on Form 10-Q for the quarterly period ended September 30, 2003, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and;
(2) The information contained in this quarterly report on Form 10-Q for the quarterly period ended September 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of FNBH Bancorp, Inc.
FNBH BANCORP, INC. | ||
Date: November 7, 2003 | ||
By: | /s/ Janice B. Trouba | |
Janice B. Trouba | ||
Its: | Chief Financial Officer |
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to FNBH Bancorp, Inc. and will be retained by FNBH Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request