UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2002 ------------- 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 No. 0-25766 Community Bank Shares of Indiana, Inc. (Exact name of registrant as specified in its charter) Indiana 35-1938254 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 101 W. Spring Street, New Albany, Indiana 47150 ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 812-944-2224 ------------ Not applicable - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report 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. [X] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,411,967 shares of common stock were outstanding as of August 9, 2002. COMMUNITY BANK SHARES OF INDIANA, INC. INDEX Page Part I Financial Information Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Changes in Stockholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 22-24 Part II Other Information Item 4. Submission of Matters to a Vote of Security Holders 25 Item 6. Exhibits and Reports on Forms 8-K 25 Signatures 26 - 2 - PART I - FINANCIAL INFORMATION COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2002 2001 ---- ---- (In thousands,except per share data) ASSETS Cash and due from banks $ 13,650 $ 8,442 Interest bearing deposits in other financial institutions 20,020 2,657 Securities available for sale, at fair value 87,217 99,101 Loans held for sale 1,550 1,401 Loans, net 297,801 294,030 Federal Home Loan Bank stock, at cost 7,679 7,658 Foreclosed real estate 560 560 Premises and equipment, net 11,405 11,216 Accrued interest receivable and other assets 15,165 4,551 --------------------------------------------------- Total Assets $ 455,047 $ 429,616 =================================================== LIABILITIES Deposits $ 296,140 $ 255,892 Short-term borrowings 21,806 39,075 Federal Home Loan Bank advances 91,000 89,000 Accrued interest payable and other liabilities 2,858 3,284 --------------------------------------------------- Total Liabilities 411,804 387,251 --------------------------------------------------- STOCKHOLDERS' EQUITY Preferred stock, without par value; 5,000,000 shares authorized; none issued - - Common stock, $.10 par value per share; 10,000,000 shares authorized; 2,728,298 shares issued; 2,447,467 and 2,475,894 shares outstanding 273 273 Additional paid-in capital 19,524 19,513 Retained earnings 26,914 26,653 Accumulated other comprehensive income (loss) 827 (259) Unearned ESOP and performance share awards - 10,835 shares (13,713 shares at December 31, 2001) (111) (143) Treasury stock, at cost - 269,996 shares (238,691 shares at December 31, 2001) (4,184) (3,672) --------------------------------------------------- Total Stockholders' Equity 43,243 42,365 --------------------------------------------------- Total Liabilities and Stockholders' Equity $ 455,047 $ 429,616 =================================================== See accompanying notes to consolidated financial statements. - 3 - PART I - FINANCIAL INFORMATION COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, -------- -------- 2002 2001 2002 2001 ---- ---- ---- ---- INTEREST INCOME (In thousands, except per share data) Loans, including fees $5,121 $5,829 $10,229 $11,959 Securities: Taxable 958 1,271 1,942 2,518 Tax exempt 117 99 249 189 Federal Home Loan Bank stock dividends 116 142 226 295 Interest bearing deposits in other financial institutions 32 172 44 280 ------------------------- ------------------------- Total interest income 6,344 7,513 12,690 15,241 ------------------------- ------------------------- INTEREST EXPENSE Deposits 1,944 2,902 3,874 5,947 Federal Home Loan Bank advances 1,480 1,328 2,824 2,665 Short-term borrowings 76 192 174 470 ------------------------- ------------------------- Total interest expense 3,500 4,422 6,872 9,082 ------------------------- ------------------------- Net interest income 2,844 3,091 5,818 6,159 Provision for loan losses 692 144 830 351 ------------------------- ------------------------- Net interest income after provision for loan losses 2,152 2,947 4,988 5,808 ------------------------- ------------------------- NON-INTEREST INCOME Service charges on deposit accounts 232 261 432 496 Commission income 66 155 215 374 Gain (loss) on sale of available for sale securities 58 - 120 (18) Net gain on sale of mortgage loans 252 116 325 179 Loan servicing income, net of amortization 19 26 40 54 Other 181 57 320 91 ------------------------- ------------------------- Total non-interest income 808 615 1,452 1,176 ------------------------- ------------------------- NON-INTEREST EXPENSE Salaries and employee benefits 1,496 1,276 2,875 2,456 Occupancy and equipment 389 341 784 681 Data processing 312 216 573 425 Other 495 469 948 850 ------------------------- ------------------------- Total non-interest expense 2,692 2,302 5,180 4,412 ------------------------- ------------------------- Income before income taxes 268 1,260 1,260 2,572 Income tax expense 12 411 286 889 ------------------------- ------------------------- Net Income $ 256 $ 849 $ 974 $ 1,683 ========================= ========================= Earnings per share: Basic $ 0.10 $ 0.34 $ 0.40 $ 0.67 ========================= ========================= Diluted $ 0.10 $ 0.34 $ 0.39 $ 0.67 ========================= ========================= See accompanying notes to consolidated financial statements. - 4 - PART I - FINANCIAL INFORMATION COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Dollar amounts in thousands, except per share data) (Unaudited) - ------------------------------------------------------------------------------------------------------------------------------------ Unearned Accumulated ESOP Common Additional Other And Total Shares Common Paid-In Retained Comprehensive Performance Treasury Stockholders' Outstanding Stock Capital Earnings Income Shares Stock Equity - ------------------------------------------------------------------------------------------------------------------------------------ Balance, January 1, 2002 2,475,894 $ 273 $ 19,513 $ 26,653 $ (259) $ (143) $ (3,672) $ 42,365 Cash dividends declared on common stock ($0.145 per share) - - - (355) - - - (355) Repurchase common stock (35,037) - - - - - (567) (567) Commitment of shares to be released under the ESOP 1,439 - 8 - - 15 - 23 Stock options exercised 2,000 - (5) - - - 31 26 Comprehensive income: Net income - - - 718 - - - 718 Change in unrealized gain (loss) on securities available for sale, net of tax effects - - - - (106) - - (106) Minimum pension liability, net of tax effects - - - - (2) - - (2) - ------------------------------------------------------------------------------------------------------------------------------------ Total comprehensive income 610 - ------------------------------------------------------------------------------------------------------------------------------------ Balance, March 31, 2002 2,444,296 $ 273 $ 19,516 $ 27,016 $ (367) $ (128) $ (4,208) $ 42,102 ==================================================================================================================================== Cash dividends declared on common stock ($0.145 per share) - - - (358) - - - (358) Repurchase common stock (1,870) - - - - - (32) (32) Commitment of shares to be released under the ESOP 1,439 - 10 - - 15 - 25 Stock options exercised 3,602 - (2) - - 2 56 56 Comprehensive income: Net income - - - 256 - - - 256 Change in unrealized gain (loss) on securities available for sale, net of tax effects - - - - 1,151 - - 1,151 Minimum pension liability, net of tax effects - - - - 43 - - 43 - ------------------------------------------------------------------------------------------------------------------------------------ Total comprehensive income 1,450 - ------------------------------------------------------------------------------------------------------------------------------------ Balance, June 30, 2002 2,447,467 $ 273 $ 19,524 $ 26,914 $ 827 $ (111) $ (4,184) $ 43,243 ==================================================================================================================================== See accompanying notes to consolidated financial statements. - 5 - PART I - FINANCIAL INFORMATION COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2002 2001 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES (In thousands) Net income $ 974 $ 1,683 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 830 351 Depreciation expense 444 349 Net amortization of securities 336 102 Loss (gain) on sale of available for sale securities (120) 18 Mortgage loans originated for sale (10,371) (19,086) Proceeds from mortgage loan sales 26,581 18,605 Net gain on sales of mortgage loans (325) (179) Net loss on sale of foreclosed real estate 2 - Federal Home Loan Bank stock dividends (21) (30) ESOP and performance share award expense 51 51 Minimum pension liability expense 41 - Changes in assets and liabilities: Accrued interest receivable and other assets (11,148) 1,715 Accrued interest payable and other liabilities (426) (1,948) ---------------------------- Net cash from operating activities 6,848 1,631 ---------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net increase in interest bearing deposits with banks (17,363) (4,552) Activity in available for sale securities: Sales 15,561 2,982 Purchases (12,304) (29,427) Maturities, prepayments and calls 10,020 12,481 Loan originations and payments, net (20,811) 10,095 Proceeds from sale of foreclosed real estate 143 - Purchase of premises and equipment, net (633) (900) ---------------------------- Net cash from investing activities (25,387) (9,321) ---------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 40,248 8,073 Net decrease in short-term borrowings (17,269) (1,443) Proceeds from Federal Home Loan Bank advances 11,000 7,000 Repayment of advances from Federal Home Loan Bank (9,000) (9,800) Purchase of treasury stock (599) (261) Stock options exercised 82 - Dividends paid (715) (728) ---------------------------- Net cash from financing activities 23,747 2,841 ---------------------------- Net increase (decrease) in cash and due from banks 5,208 (4,849) Cash and due from banks at beginning of period 8,442 12,805 ---------------------------- Cash and due from banks at end of period $ 13,650 $ 7,956 ============================ Non cash transfers: Transfer from loans to loans held for sale $ 16,034 $ - Transfer from loans to foreclosed real estate $ 145 $ - Transfer from loans to repossessed assets $ 31 $ - See accompanying notes to consolidated financial statements. - 6 - COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Presentation of Interim Information Community Bank Shares of Indiana, Inc. (the "Company") was incorporated on April 7, 1995. The Company is a multi-bank holding company headquartered in New Albany, Indiana. The Company's wholly-owned banking subsidiaries (the "Banks") are Community Bank of Southern Indiana ("Community") and Community Bank of Kentucky ("Community of Kentucky"). During the quarter ended March 31, 2002, a former subsidiary of the Company, Heritage Bank of Southern Indiana, was merged with and into Community. Community and Community of Kentucky are state-chartered stock commercial banks headquartered in New Albany, Indiana and Bardstown, Kentucky, respectively. In the opinion of management, the unaudited consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position as of June 30, 2002, the results of operations for the three and six months ended June 30, 2002 and 2001, and cash flows for the six months ended June 30, 2002 and 2001. All of these adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report for the year ended December 31, 2001. The consolidated financial statements include the accounts of the Company and the Banks. All material intercompany balances and transactions have been eliminated in consolidation. - 7 - COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2. Securities The amortized cost and fair value of available for sale securities and the related unrealized holding gains and losses were as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ------------------------------------------------------ (in thousands) June 30, 2002: Securities available for sale: U. S. Government and federal agency $18,865 $ 277 $ - $ 19,142 State and municipal 9,776 300 (3) 10,073 Mortgage-backed 48,836 865 (4) 49,697 Corporate bonds 8,309 56 (60) 8,305 ------------------------------------------------------ Total securities available for sale $85,786 $1,498 $ (67) $ 87,217 ====================================================== December 31, 2001: Securities available for sale: U. S. Government and federal agency $27,023 $ 232 $ (166) $ 27,089 State and municipal 10,838 94 (225) 10,707 Mortgage-backed 54,467 327 (440) 54,354 Corporate bonds 6,950 32 (31) 6,951 ------------------------------------------------------ Total securities available for sale $99,278 $ 685 $ (862) $ 99,101 ====================================================== 3. Loans Loans at June 30, 2002 and December 31, 2001 consisted of the following: June 30, 2002 December 31, 2001 --------------------------------------------------- (in thousands) Commercial $ 103,530 $ 94,159 Mortgage loans on real estate: Residential 66,999 81,249 Commercial 68,435 76,754 Construction 26,420 14,506 Home equity 26,251 19,818 Consumer and other 9,880 10,574 --------------------------------------------------- Subtotal 301,515 297,060 Less: Allowance for loan losses (3,714) (3,030) --------------------------------------------------- Loans, net $ 297,801 $ 294,030 =================================================== - 8 - COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. Deposits Deposits at June 30, 2002 and December 31, 2001 consisted of the following: June 30, 2002 December 31, 2001 ------------------------------------------------ (in thousands) Demand (NOW) $ 41,243 $ 43,378 Money market accounts 59,144 10,782 Savings 36,133 45,897 Individual retirement accounts 16,753 15,412 Certificates of deposit, $100,000 and over 34,156 39,030 Other certificates of deposit 80,750 81,277 ------------------------------------------------ Total interest bearing deposits 268,179 235,776 Total non-interest bearing deposits 27,961 20,116 ------------------------------------------------ Total deposits $ 296,140 $ 255,892 ================================================ - 9 - COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 5. Supplemental Disclosure for Earnings Per Share Earnings per share were computed as follows: Three months ended Six months ended In thousands, except for share June 30, June 30, ------------------------------- -------------------------------- and per share amounts 2002 2001 2002 2001 --------------------- -------------- --------------- --------------- --------------- Basic: Earnings: Net income $ 256 $ 849 $ 974 $ 1,683 ============== =============== =============== =============== Shares: Weighted average common shares outstanding 2,445,269 2,503,225 2,457,247 2,508,337 ============== =============== =============== =============== Net income per share, basic $ 0.10 $ 0.34 $ 0.40 $ 0.67 ============== =============== =============== =============== Diluted: Earnings: Net income $ 256 $ 849 $ 974 $ 1,683 ============== =============== =============== =============== Shares: ------ Weighted average Common shares outstanding 2,445,269 2,503,225 2,457,247 2,508,337 Add: Dilutive effect of outstanding options and restricted share awards 22,417 715 17,800 - -------------- --------------- --------------- --------------- Weighted average common shares outstanding, as adjusted 2,467,686 2,503,940 2,475,047 2,508,337 ============== =============== =============== =============== Net income per share, diluted $ 0.10 $ 0.34 $ 0.39 $ 0.67 ============== =============== =============== =============== Stock options for 64,000 and 135,817 shares of common stock were excluded from the three months ended June 30, 2002 and June 30, 2001 diluted net income per share, respectively, because their impact was antidilutive. Stock options for 71,700 and 184,817 shares of common stock were excluded from the six months ended June 30, 2002 and June 30, 2001 diluted net income per share, respectively, because their impact was antidilutive. - 10 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Safe Harbor Statement for Forward-Looking Statements This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts but rather statements based on the Company's current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as "expects," "believes," "anticipates," "intends" and similar expressions. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company's actual results, performance and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions in the banking markets served by the Banks; the adequacy of the allowance for losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in the Company's filings with the Securities and Exchange Commission. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time to time by the Company or on its behalf. The Company assumes no obligation to update any forward-looking statements. Financial Condition Total assets increased 5.9% from $429.6 million at December 31, 2001 to $455.0 million at June 30, 2002, primarily as a result of increases in interest bearing deposits in other financial institutions ($17.4 million) and other assets ($10.0 million). Other assets increased primarily because of the investment of $10 million in life insurance on key bank employees. These increases were partially offset by a decrease in investment securities ($11.9 million). Funding for the growth in assets was provided by total liabilities, which increased by $24.6 million, or 6.3%, primarily as a result of an increase in deposits ($40.2 million). The increase in deposits was partially offset by a decrease in short- term borrowings ($17.3 million). Loans receivable, net, were $294.0 million at December 31, 2001, compared to $297.8 million at June 30, 2002, an increase of 1.3%. This increase was primarily the result of increases in commercial business loans of $9.4 million, construction real estate loans of $11.9 million, and home equity lines of credit of $6.4 million as the Company continued to emphasize lending in these areas. The balance of residential mortgage loans declined by $14.3 million because of the transfer from loans to loans held for sale of $16.0 million of residential mortgage loans as the Company moved to reduce its balances of longer duration assets. The Company continues to sell substantially all conforming mortgage loans that it originates into the secondary market to reduce the interest rate risk of holding such assets should interest rates rise. Securities available for sale decreased from $99.1 million at December 31, 2001 to $87.2 million at June 30, 2002 as a result of sales and maturities of U. S. Government and federal agency securities and sales of and principal repayments on mortgage-backed securities. - 11 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Cash and due from banks and interest bearing deposits in other financial institutions increased from $11.1 million at December 31, 2001 to $33.7 million at June 30, 2002 due to the transfer from loans to loans held for sale and the proceeds received on the subsequent sale of $16.0 million in mortgage loans at the end of the second quarter of 2002. See Part I - Item 3, Quantitative and Qualitative Disclosures about Market Risk, for a more detailed discussion of this transfer of mortgage loans from loans to loans held for sale. The Company expects to invest about $15.0 million over the third quarter of 2002 in investment securities. Total deposits increased from $255.9 million at December 31, 2001 to $296.1 million at June 30, 2002. Growth in deposits over the last six months occurred primarily in money market accounts, which management attributes primarily to its competitive pricing. Total deposits increased $29.8 million from $266.3 million as of June 30, 2001 to $296.1 million at June 30, 2002. Growth over the last year is primarily attributed to the same factors driving growth over the last six months. The Company continues to focus on non-interest demand deposits as a way to reduce its borrowing costs. The Company is opening non-interest deposit accounts at a faster rate than in past years, but these accounts generally have low average balances and it requires a large number of accounts to substantially affect the totals outstanding. Total certificates of deposit declined $5.4 million over the last six months as the Company focused on lower-cost transaction accounts. Results of Operations Net Income. Net income was $256,000 ($0.10 per share diluted) for the three months ended June 30, 2002 compared to $849,000 ($0.34 per share diluted) for the three months ended June 30, 2001. Return on average assets was 0.23% for the three months ended June 30, 2002 as compared to 0.82% for the same period in 2001. Return on average equity was 2.38% for the second quarter of 2002 as compared to 8.02% for the same quarter in 2001. Net income, earnings per share, return on average assets, and return on average equity all decreased for the three months ended June 30, 2002 as compared to the same period in 2001 primarily because of increases in provision for loan losses and non-interest expense and decreased net interest income. Partially offsetting these items was a reduced effective income tax rate. Return on average equity was also affected by the repurchase of the Company's common stock; average treasury stock was $4.2 million for the three months ended June 30, 2002 as compared to $3.1 million for the same period in 2001. The Company expects net income and diluted earnings per share will be less in the third and fourth quarters of 2002 as compared to the same periods last year because of reduced net interest margin and increased operating expenses. Net income was $974,000 ($0.39 per share diluted) for the six months ended June 30, 2002 compared to $1,683,000 ($0.67 per share diluted) for the six months ended June 30, 2001. Return on average assets was 0.45% for the six months ended June 30, 2002 as compared to 0.83% for the same period in 2001. Return on average equity was 4.55% for the six months ended June 30, 2002 as compared to 8.04% for the same period in 2001. Net income, earnings per share, return on average assets, and return on average equity were all adversely affected by the same factors that affected results for the second quarter of 2002. Return on average equity was also affected by the repurchase of the Company's common stock; average treasury stock was $4.0 million for the six months ended June 30, 2002 as compared to $3.1 million for the same period in 2001. - 12 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Net interest income. Net interest income decreased $247,000 from $3.1 million the second quarter of 2001 to $2.8 million for the second quarter of 2002 primarily because of a rapid decline in market interest rates during 2001. The yield on interest-earning assets decreased to 6.09% for the second quarter of 2002 from 7.63% for the same quarter in 2001. The cost of interest-bearing liabilities decreased to 3.70% from 5.05% over the same period. As a result, net interest margin declined to 2.73% for the second quarter of 2002 compared with 3.14% for the same period in 2001. Partially offsetting the decline in net interest margin was an increase in average interest-earning assets to $417.6 million for the second quarter of 2002 from $394.7 million for the same quarter in 2001. Net interest income decreased $341,000 from $6.2 million the six months ended June 30, 2001 to $5.8 million for the same period in 2002 because of the same factors affecting the second quarter of 2002. As a result, net interest margin declined to 2.85% for the first six months of 2002 compared with 3.17% for the same period in 2001. Partially offsetting the decline in net interest margin was an increase in average interest-earning assets to $411.8 million for the first six months of 2002 from $392.1 million for the same period in 2001. The yield on interest-earning assets decreased to 6.21% for the first six months of 2002 from 7.84% for the same period in 2001. The cost of interest-bearing liabilities decreased to 3.71% from 5.28% over the same period. The reasons for the decline in net interest margin for both the three and six month periods ended June 30, 2002 were substantially the same. The yield on interest-earning assets declined faster than the cost of funds because the volume of assets repricing over the last year exceeded the volume of liabilities repricing over the same period. Additionally, various asset and liability concentrations have contributed to the decline in net interest margin. At December 31, 2000, the Company owned approximately $53.6 million in callable agency securities, which is a type of security that can be called by the issuer as of a specific date(s) when it is in the issuer's interest to do so. Generally, issuers of these securities will exercise the call as market interest rates for securities with similar characteristics fall below the coupon on a given issue. Consequently, most of the callable agency securities owned by the Company as of December 31, 2000 were called during 2001 as market interest rates declined. The Company reinvested at substantially lower interest rates, resulting in a decline in the Company's net interest margin over 2001 that has persisted into 2002. The cost of funds has been significantly affected by the $91.0 million in funding provided by Federal Home Loan Bank (FHLB) advances, which principally consist of putable (or convertible) instruments that give the FHLB the option at the conversion date and quarterly thereafter to put the advance back to the Company's subsidiary banks, at which time the subsidiary banks can prepay the advance without penalty or can allow the advance to adjust to three-month LIBOR (London Interbank Offer Rate) at the conversion date (principally throughout 2002) and quarterly thereafter. The Company estimates that three-month LIBOR would have to rise in excess of 300 basis points before the FHLB would exercise its option on any of the individual advances. The cost of FHLB advances for the second quarter of 2002 was 5.95%, only 3 basis points less than the same period in 2001. The cost of FHLB advances for the six months ended June 30, 2002 was 5.85%, only 15 basis points less than the same period in 2001. In contrast, the cost of federal funds purchased and repurchase agreements, which are both highly interest sensitive, fell to 1.17% and 1.19% for the three and six months ended June 30, 2002, respectively, from 3.22% and 4.39% for the same periods in 2001. - 13 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES The Company will continue to explore strategies to improve its net interest margin and reduce the exposure to changing interest rates. - 14 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Average Balance Sheets. The following tables set forth certain information relating to the Company's average balance sheets and reflects the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are computed on daily average balances, when available. Management does not believe that the use of month-end balances instead of daily average balances has caused any material difference in the information presented. Three Months Ended June 30, ------------------------------------------------------------------------ 2002 2001 ----------------------------------- ----------------------------------- Average Average Average Average ASSETS Balance Interest Yield/Cost Balance Interest Yield/Cost ------------ --------- ----------- ---------- --------- ----------- Earning assets: Interest-bearing deposits with banks $ 6,841 $ 32 1.88% $ 14,936 $ 172 4.62% Taxable securities 81,530 958 4.71% 82,156 1,271 6.21% Non-taxable securities 10,138 117 4.63% 7,575 99 5.24% Total loans and fees 311,452 5,121 6.60% 282,462 5,829 8.28% FHLB stock 7,668 116 6.07% 7,601 142 7.49% ------------ --------- ---------- --------- Total earning assets 417,629 6,344 6.09% 394,730 7,513 7.63% Less: Allowance for loan losses 3,133 2,862 Non-earning assets: Cash and due from banks 6,616 7,302 Bank premises and equipment, net 11,327 10,787 Accrued interest receivable and other assets 14,324 5,131 ------------ ---------- Total assets $ 446,763 $ 415,088 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Deposits $ 253,183 1,944 3.08% $ 238,044 2,902 4.89% Federal funds purchased and repurchase agreements 26,095 76 1.17% 23,899 192 3.22% FHLB Advances 99,846 1,480 5.95% 89,000 1,328 5.98% ------------ --------- ---------- --------- Total interest-bearing liabilities 379,124 3,500 3.70% 350,943 4,422 5.05% --------- --------- Non-interest bearing liabilities: Non-interest demand deposits 22,148 19,209 Accrued interest payable and other liabilities 2,333 2,477 Stockholders' equity 43,158 42,459 ------------ ---------- Total liabilities and stockholders' equity $ 446,763 $ 415,088 ============ ========== Net interest income $ 2,844 $ 3,091 ========= ========= Net interest spread 2.39% 2.58% Net interest margin 2.73% 3.14% - 15 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Six Months Ended June 30, ------------------------------------------------------------------------ 2002 2001 ----------------------------------- ----------------------------------- Average Average Average Average ASSETS Balance Interest Yield/Cost Balance Interest Yield/Cost ------------ --------- ----------- ---------- --------- ----------- Earning assets: Interest-bearing deposits with banks $ 4,688 $ 44 1.89% $ 10,974 $ 280 5.15% Taxable securities 82,326 1,942 4.76% 80,323 2,518 6.32% Non-taxable securities 10,499 249 4.78% 7,355 189 5.18% Total loans and fees 306,661 10,229 6.73% 285,819 11,959 8.44% FHLB stock 7,663 226 5.95% 7,601 295 7.83% ------------ --------- ---------- --------- Total earning assets 411,837 12,690 6.21% 392,072 15,241 7.84% Less: Allowance for loan losses 3,104 3,101 Non-earning assets: Cash and due from banks 7,993 7,993 Bank premises and equipment, net 11,273 10,609 Accrued interest receivable and other assets 12,063 3,526 ------------ ---------- Total assets $ 440,062 $ 411,099 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Deposits $ 246,393 $3,874 3.17% $ 235,635 5,947 5.09% Federal funds purchased and repurchase agreements 29,455 174 1.19% 21,579 470 4.39% FHLB Advances 97,354 2,824 5.85% 89,508 2,665 6.00% ------------ --------- ---------- --------- Total interest-bearing liabilities 373,202 6,872 3.71% 346,722 9,082 5.28% --------- --------- Non-interest bearing liabilities: Non-interest demand deposits 21,777 19,649 Accrued interest payable and other liabilities 1,933 2,494 Stockholders' equity 43,150 42,234 ------------ ---------- Total liabilities and stockholders' equity $ 440,062 $ 411,099 ============ ========== Net interest income $ 5,818 $ 6,159 ========= ========= Net interest spread 2.50% 2.56% Net interest margin 2.85% 3.17% - 16 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Rate/Volume Analysis. The table below illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Three Months Ended June 30, 2002 Six Months Ended June 30, 2002 compared to compared to Three Months Ended June 30, 2001 Six Months Ended June 30, 2001 Increase/(Decrease) Due to Increase/(Decrease) Due to Total Net Total Net Change Volume Rate Change Volume Rate ------------------------------------- -------------------------------------- (In Thousands) Interest income: Interest-bearing deposits with banks $ (140) $ (67) $ (73) $ (236) $ (112) $ (124) Taxable securities (313) (10) (303) (576) 61 (637) Tax-exempt securities 18 31 (13) 60 76 (16) Total loans and fees (708) 557 (1,265) (1,730) 825 (2,555) FHLB stock (26) 1 (27) (69) 2 (71) ------------------------------------- --------------------------------------- Total increase (decrease) in interest income (1,169) 512 (1,681) (2,551) 852 (3,403) Interest Expense: Deposits (958) 175 (1,133) (2,073) 260 (2,333) Federal funds purchased and repurchase agreements (116) 16 (132) (296) 130 (426) FHLB advances 152 161 (9) 159 229 (70) ------------------------------------- --------------------------------------- Total increase (decrease) in interest expense (922) 352 (1,274) (2,210) 619 (2,829) ------------------------------------- --------------------------------------- Increase (decrease) in net interest income $ (247) $ 160 $ (407) $ (341) $ 233 $ (574) ===================================== ======================================= - 17 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Allowance and Provision for Loan Losses. The provision for loan losses was $692,000 and $830,000 for the three and six months ended June 30, 2002, respectively, as compared to $144,000 and $351,000 for the same periods in 2001. The provision for loan losses increased for both periods because of increases in non-performing loans and the level of estimated loss exposure from impaired loans. Loans (including impaired loans under SFAS 114 and 118) are placed on non-accrual status when they become past due 90 days or more as to principal or interest (180 days for residential real estate). When loans are placed on non-accrual status, all unpaid accrued interest is reversed. These loans remain on non-accrual status until the loan becomes current or the loan is deemed uncollectible and is charged off. The Company defines impaired loans to be those commercial loans that management has classified as doubtful (collection of total amount due is highly questionable or improbable) or loss (all or a portion of the loan has been written off or a specific allowance for loss has been provided). Impaired loans increased from $1.9 million at December 31, 2001, to $8.6 million at June 30, 2002. The increase in impaired loans is related to a determination by the Company through its normal credit risk monitoring procedures that certain specific borrower situations, most of which had been classified as of December 31, 2001 as substandard (collection of total amount due is unlikely), exhibited an increased risk of loss this quarter. The Company does not believe that this indicates a trend in the overall loan portfolio. The allowance for loan losses increased $684,000 to $3.7 million at June 30, 2002 as compared to $3.0 million at December 31, 2001 primarily as a result of the incresae in impaired loans. Management believes, based on information presently available, that it has adequately provided for loan losses at June 30, 2002. Summary of Loan Loss Experience: Three Months Ended Six Months Ended June 30, June 30, ---------------------------------- --------------------------------- Activity for the period ended: 2002 2001 2002 2001 ---------------------------------- --------------------------------- (in thousands) Beginning balance $ 3,144 $ 2,824 $ 3,030 $ 2,869 Charge-offs: Real Estate (24) - (24) - Commercial (77) (31) (102) (243) Consumer (26) (6) (26) (46) ---------------------------------- --------------------------------- Total (127) (37) (152) (289) Recoveries: Real Estate - - - - Commercial 3 - 3 - Consumer 2 - 3 - ---------------------------------- --------------------------------- Total 5 - 6 - Provision 692 144 830 351 ---------------------------------- --------------------------------- Ending balance $ 3,714 $ 2,931 $ 3,714 $ 2,931 ================================== ================================= - 18 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Non-performing loans: June 30, 2002 December 31, 2001 ------------------------------------------------ (dollars in thousands) Loans on non-accrual status $ 3,805 $ 1,588 Loans past due 90 days or more and still accruing - 39 ------------------------------------------------ Total non-performing loans 3,805 1,627 Other real estate owned 560 560 ------------------------------------------------ Total non-performing assets $ 4,365 $ 2,187 ================================================ Non-performing loans to total loans 1.26% 0.55% Non-performing assets to total loans 1.45% 0.74% Allowance as a percent of non-performing loans 97.61% 186.23% Allowance as a percent of total loans 1.23% 1.03% Non-interest income. Non-interest income increased 31.4% to $808,000 for the three months ended June 30, 2002 from $615,000 for the three months ended June 30, 2001. The increase is attributable primarily to increases in net gain on sale of mortgage loans ($136,000) and other income ($124,000). Net gain on sale of loans increased primarily because of the transfer from loans to loans held for sale and subsequent sale of $16.0 million of residential mortgage loans at the end of the second quarter of 2002. See Part I - Item 3, Quantitative and Qualitative Disclosures about Market Risk, for a more detailed discussion of this transaction. Other income increased primarily due to earnings on the cash surrender value of life insurance purchased on key employees of the Banks during the first quarter of 2002. The Banks purchased life insurance on key employees to offset employee benefits expenses and because the tax-equivalent yields were better than other alternative investments. The Company reduced its risk in relation to the life insurance purchase by spreading the total investment among three life insurance carriers rated AA or better by Standard & Poor's. Also contributing to the increase in total non-interest income was a gain of $58,000 on the sale of securities, the proceeds of which were used to provide necessary liquidity early in the second quarter of 2002. Partially offsetting these items was a decrease in commission income on sale of investment products of $89,000 between the two periods. The decrease in commission income from investment products is the result of reduced customer transactions due to substantial declines and increased volatility in major stock markets over the past year. The changes in non-interest income categories between the six month periods ended June 30, 2001 and 2002 were caused by the same factors that affected the three month periods ended June 30, 2001 and 2002. - 19 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Non-interest expense. Non-interest expense increased by $390,000 for the three months ended June 30, 2002 as compared to the same period in 2001. Compensation and benefits expense increased by $220,000 from 2001 to 2002 due to the hiring of key personnel within the commercial and retail management areas of the Company and the implementation of a customer call center. Occupancy and equipment costs increased $48,000 in the second quarter of 2002 compared to the same quarter in 2001 due to initiatives to improve the Company's technological and retail infrastructures. Data processing service expense increased $96,000 due primarily to an increase in third party data processing costs related to additional services offered to customers of the Banks. Other operating expenses increased $26,000 primarily as a result of increased marketing and advertising. Non-interest expense increased by $768,000 for the six months ended June 30, 2002 as compared to the same period in 2001. The factors affecting each category of non-interest expense in the second quarter of 2002 were also the reasons for the increases in these categories from the first six months of 2001 to the same period in 2002. Income tax expense. Income tax expense for the three-month period ended June 30, 2002 was $12,000 as compared to $411,000 for the same period in 2001. The effective tax rate for the three months ended June 30, 2002 was 4.5% compared to 32.6% for the same period in 2001. The effective tax rate declined substantially for the three months ended June 30, 2002 as compared to the same period in 2001 due to various tax strategies implemented in the first quarter of 2002 coupled with this year-to-date decline in net income before taxes. - 20 - PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES Liquidity and Capital Resources The Company must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. Historically, the Company has been able to retain a significant amount of its deposits as they mature. The Company's primary sources of funds are customer deposits, customer repurchase agreements, proceeds from loan repayments, maturing securities and FHLB advances. While loan repayments and maturities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At June 30, 2002, the Company had cash and interest-bearing deposits with banks of $33.7 million and securities available-for-sale with a fair value of $87.2 million. If the Company requires funds beyond its ability to generate them internally, it has $27.0 million in additional borrowing capacity with the Federal Home Loan Banks of Indianapolis and Cincinnati, and federal funds lines of credit with various nonaffiliated financial institutions of $33.0 million. The Banks are required to maintain specific amounts of capital pursuant to regulatory requirements. As of June 30, 2002, the Banks were in compliance with all regulatory capital requirements that were effective as of such date with tangible, core and risk-based capital ratios as follows: Total Capital To Tier 1 Capital To Tier 1 Capital Risk-weighted Assets Risk-weighted Assets To Average Assets ---------------------------- ---------------------------- ------------------------- Consolidated 14.7% 13.5% 9.4% Community Bank 13.6% 12.3% 8.6% Community Bank of Kentucky 20.0% 19.0% 13.1% Minimum to be well capitalized: 10.0% 6.0% 5.0% The Company has actively been repurchasing shares of its common stock since May 21, 1999. A net total of 269,996 shares at $4.2 million have been repurchased since that time, with 36,907 shares costing $599,000 purchased since December 31, 2001. The Company's Board of Directors authorized a share repurchase plan in March 2001 of up to $3.0 million of the Company's common stock. Through June 30, 2002, a total of $1,164,512 had been expended to purchase shares under this repurchase plan. - 21 - PART I - ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset/liability management is the process of balance sheet control designed to ensure safety and soundness and to maintain liquidity and regulatory capital standards while sustaining acceptable net interest income. Interest rate risk is the exposure to adverse changes in net interest income as a result of market fluctuations in interest rates. Management continually monitors interest rate and liquidity risk so that it can implement appropriate funding, investment, and other balance sheet strategies. Management considers market interest rate risk to be the Company's most significant ongoing business risk consideration. The Company utilizes an earnings simulation model to analyze net interest income sensitivity. Current balance sheet amounts, current yields and costs, corresponding maturity and repricing amounts and rates, other relevant information, and certain assumptions made by management are combined with instantaneous movements in interest rates of 100 and 200 basis points within the model to estimate their combined effects on net interest income over a one-year horizon. Assumptions based on the historical behavior of the Company's deposit rates and balances in relation to changes in interest rates are incorporated into the model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. The Company continually monitors and updates the assumptions as new information becomes avalaible. Actual results will differ from the model's simulated results due to timing, magnitude and frequency of interest rate changes and actual variations from the managerial assumptions utilized under the model, as well as changes in market conditions and the application and timing of various management strategies. Given an immediate, sustained 200 basis point upward shock to the yield curve used in the simulation model, it is estimated that as of June 30, 2002 net interest income for the Company would increase by 10.7 percent over one year. This compares to an estimated decrease of 6.0 percent over one year as of December 31, 2001. A 200 basis point immediate, sustained downward shock in the yield curve would cause a decrease in net interest income of an estimated 25.5 percent over one year. This compares to an estimated decrease of 8.1 percent as of December 31, 2001. The Company is asset sensitive in that its interest- earning assets are likely to reprice faster in response to changing interest rates than its interest-bearing liabilities. The estimated changes in net interest income under the 200 basis point downward shock in the yield curve are not within the policy guidelines established by the Company's board of directors. Consequently, the Company will be taking action to limit its exposure to falling interest rates. The Company attributes the change in its interest rate sensitivity projections primarily to a modification of assumptions regarding the interest sensitivity of deposit accounts. The Company modified its interest rate risk model on the belief that its deposit accounts are less sensitive to changes in market interest rates than previously thought. The transfer from loans to loans held for sale and subsequent sale of $16.0 million of mortgage loans also contributed to the change in the Company's interest rate sensitivity by reducing the duration of its interest-earning assets. The Company sold these loans, which were a combination of 15 and 30 year fixed rate and 5 year adjustable rate loans, to reduce the interest rate risk of holding such assets should interest rates rise. The Company attributes the balance of the change in its interest rate risk position to various asset/liability management strategies designed to increase net interest income during a period of rising interest rates. - 22 - PART I - ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The interest sensitivity profile of the Company at any point in time will be affected by a number of factors. These factors include the mix of interest sensitive assets and liabilities as well as their relative repricing schedules. It is also influenced by market interest rates, deposit growth, loan growth, and other factors. The table below is representative only and is not a precise measurement of the effect of changing interest rates on the Company's net interest income in the future. - 23 - PART I - ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following table illustrates the Company's estimated one year net interest income sensitivity profile based on the asset/liability model as of June 30, 2002: Interest Rate Sensitivity for the Year Ended June 30, 2003 ----------------------------------------------------------------------------- Decrease in Rates Increase in Rates ----------------- ----------------- 200 100 100 200 Basis Points Basis Points Base Basis Points Basis Points --------------- -------------- --------------- -------------- --------------- (Dollars in thousands) Projected Interest Income: Loans $16,021 $17,951 $19,551 $20,834 $22,056 Investments 3,565 4,020 4,402 4,611 4,752 Short-term investments - 174 405 637 869 --------------- -------------- --------------- -------------- --------------- Total Interest Income 19,586 22,145 24,358 26,082 27,677 Projected Interest Expense: Deposits 6,072 6,848 7,623 8,399 9,174 Other borrowings 5,158 5,231 5,517 5,804 6,090 --------------- -------------- --------------- -------------- --------------- Total Interest Expense 11,230 12,079 13,140 14,203 15,264 --------------- -------------- --------------- -------------- --------------- Net Interest Income $8,356 $10,066 $11,218 $11,879 $12,413 =============== ============== =============== ============== =============== Change from base $(2,862) $(1,152) $661 $1,194 Percent change from base (25.5)% (10.3)% 5.9% 10.7% The following table illustrates the Company's estimated one year net interest income sensitivity profile based on the asset/liability model as of December 31, 2001: Interest Rate Sensitivity for the Year Ended December 31, 2002 ----------------------------------------------------------------------------- Decrease in Rates Increase in Rates ----------------- ----------------- 200 100 100 200 Basis Points Basis Points Base Basis Points Basis Points --------------- -------------- --------------- -------------- --------------- (Dollars in thousands) Projected Interest Income: Loans $18,438 $19,736 $20,951 $22,071 $23,164 Investments 4,673 5,052 5,368 5,612 5,824 Short-term investments 4 14 24 43 61 --------------- -------------- --------------- -------------- --------------- Total Interest Income 23,115 24,802 26,343 27,726 29,049 Projected Interest Expense: Deposits 4,762 5,373 6,559 8,060 9,406 Other borrowings 5,487 5,635 5,783 6,107 6,488 --------------- -------------- --------------- -------------- --------------- Total Interest Expense 10,249 11,008 12,342 14,167 15,894 --------------- -------------- --------------- -------------- --------------- Net Interest Income $12,866 $13,794 $14,001 $13,559 $13,155 =============== ============== =============== ============== =============== Change from base $(1,135) $(207) $(442) $(846) Percent change from base (8.1)% (1.5)% (3.2)% (6.0)% - 24 - PART II OTHER INFORMATION COMMUNITY BANK SHARES OF INDIANA, INC. Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on May 21, 2002. Matters submitted to, and approved by, stockholders are listed below, as is a tabulation of voting. There were no abstentions with regard to the election of Directors or non-votes on any of the matters voted on at the meeting. (1) The following persons nominated as Directors were elected: Withhold Class For Authority ---------------------------------------------------------------------------------- Nominees for Director for Three-Year Terms Expiring in 2005: George M. Ballard 1,852,300 15,219 Dale L. Orem 1,850,756 16,763 James D. Rickard 1,850,156 17,363 Steven R. Stemler 1,855,089 12,430 Directors whose term of office contintued after the meeting were as follows: Gordon L. Huncilman, James W. Robinson, Timothy T. Shea, Robert J. Koetter, Sr., Gary L. Libs, Kerry M. Stemler. (2) The appointment by the Board of Directors of Crowe Chizek and Company LLP, as the Company's independent auditors for the fiscal year ending December 31, 2002, was ratified by the following vote: For Against Abstain 1,862,157 2,743 2,619 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index of this Form 10-Q and are filed as a part of this report. (b) Reports on Form 8-K The Company filed a report on Form 8-K on April 17, 2002 reporting, under Item 5, earnings for the three months ended March 31, 2002. The Company filed two reports on Form 8-K on May 9, 2002 reporting, under Item 5, an agreement with Wal-Mart to open branches in two Wal-Mart Supercenters. The Company filed a report on Form 8-K on May 15, 2002 reporting, under Item 5, the death of its Chairman, C. Thomas Young and the election of Vice-chairman Timothy T. Shea by the Company's Board of Directors to succeed Mr. Young as chairman. - 25 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. COMMUNITY BANK SHARES OF INDIANA, INC. (Registrant) Dated: August 14, 2002 BY: /s/ James D. Rickard -------------------------------- ----------------------------- James D. Rickard President and CEO Dated: August 14, 2002 BY: /s/ Paul A. Chrisco --------------------------------- ------------------------ Paul A. Chrisco Chief Financial Officer - 26 - EXHIBIT INDEX COMMUNITY BANK SHARES OF INDIANA, INC. EXHIBIT INDEX Exhibit Description Incorporated By Reference To - -------------------------------------------------------------------------------- 11 Statement Regarding Computation Filed as Exhibit 11 of this Form 10-Q Per Share Earnings for the period ended June 30, 2002 99 Certification of Principal Filed as Exhibit 99 of this Form 10-Q Executive Officer and Principal for the period ended June 30, 2002 Financial Officer Pursuant to 18 U.S.C. Section 1350 COMMUNITY BANK SHARES OF INDIANA, INC. Exhibit 11. Statement Regarding Computation of Per Share Earnings See Part 1, Note 5 "Supplemental Disclosure for Earnings Per Share" for calculations. COMMUNITY BANK SHARES OF INDIANA, INC. Exhibit 99. CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Form 10-Q of Community Bank Shares of Indiana, Inc. for the quarter ended June 30, 2002, I, James D. Rickard, Chief Executive Officer of Community Bank Shares of Indiana, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § of the Sarbanes-Oxely Act of 2002, that: (1) such Form 10-Q for the quarter ended June 30, 2002 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 such Form 10-Q for the quarter ended June 30, 2002 fairly presents, in all material respects, the financial condition and results of operation of Community Bank Shares of Indiana, Inc. By: /s/ James D. Rickard ------------------------ James D. Rickard Chief Executive Officer Date: August 14, 2002. In connection with the accompanying Form 10-Q of Community Bank Shares of Indiana, Inc. for the quarter ended June 30, 2002, I, James D. Rickard, Chief Executive Officer of Community Bank Shares of Indiana, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § of the Sarbanes-Oxely Act of 2002, that: (1) such Form 10-Q for the quarter ended June 30, 2002 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 such Form 10-Q for the quarter ended June 30, 2002 fairly presents, in all material respects, the financial condition and results of operation of Community Bank Shares of Indiana, Inc. By: /s/ Paul A. Chrisco ------------------------ Paul A. Chrisco Chief Financial Officer Date: August 14, 2002.