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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 September 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
----------------------- ---------------------
COMBANC, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1853493
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
229 E. Second St., P. O. Box 429, Delphos, Ohio 45833
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(419) 695-1055
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 2,211,014 shares of the
ComBanc's common stock (no par value) were outstanding as of November 12, 2002.
Page 1 of 19
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition 9
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications 16
Exhibit 99.1 19
Exhibit 99.2 20
2
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
--------------
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
September 30, December 31,
ASSETS 2002 2001
------ ------------- ------------
(unaudited)
Cash and Due from Banks $ 5,512 $ 6,712
Federal Funds Sold 12,176 9,677
--------- ----------
Cash and Cash Equivalents 17,688 16,389
Investment Securities -
Available for Sale 50,075 37,584
Loans Held for Resale 570 1,784
Loans 141,759 156,390
Allowance for Loan Losses (1,817) (1,815)
--------- ----------
Net Loans 139,942 154,575
Premises and Equipment 4,774 4,893
Other Assets 3,747 3,752
--------- ----------
Total Assets $ 216,796 $ 218,977
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest Bearing $ 14,788 $ 17,285
Interest Bearing 163,684 162,371
--------- ----------
Total Deposits 178,472 179,656
Other Liabilities 1,773 1,612
Short Term Borrowings 5,977 3,977
Long Term Debt 6,113 9,792
--------- ----------
Total Liabilities 192,335 195,037
--------- ----------
Commitments and Contingent Liabilities - -
Shareholders' Equity -
Common Stock - No Par Value
5,000,000 shares authorized, 2,376,000 issued
and 2,211,014 and 2,251,391 outstanding 1,237 1,237
Capital Surplus 1,513 1,513
Retained Earnings 23,407 22,859
Accumulated Other Comprehensive Income 1,021 416
Treasury Stock - 164,986 and 124,609 shares at cost (2,717) (2,085)
--------- ----------
Total Shareholders' Equity 24,461 23,940
--------- ----------
Total Liabilities and Shareholders' Equity $ 216,796 $ 218,977
========= ==========
The accompanying notes are an integral part of the condensed
consolidated financial statements
3
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
--------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
Three Months Ended
September 30,
--------------------------
(unaudited)
2002 2001
------- -----
Interest Income:
Interest and Fees on Loans $ 2,543 $ 3,505
Interest and Dividends on Investments -
Taxable 381 516
Tax-Exempt 167 68
Interest on Federal Funds Sold 87 114
Interest on Balances due from Depository Institutions 1 -
------- -------
Total Interest Income 3,179 4,203
------- -------
Interest Expense:
Interest on Deposits 1,125 1,822
Interest on Short-Term Borrowings 23 99
Interest on Long-Term Debt 118 203
------- -------
Total Interest Expense 1,266 2,124
------- -------
Net Interest Income 1,913 2,079
Provision for Loan Losses 150 370
------- -------
Net Interest Income after Provision for Loan Losses 1,763 1,709
Other Income
Service Charges on Deposit Accounts 125 126
Other Operating Income 200 84
------- -------
Total Other Income 325 210
------- -------
Other Expenses:
Salaries and Employee Benefits 735 709
Net Occupancy 177 149
Other Operating Expenses 518 614
------- -------
Total Other Expenses 1,430 1,472
------- -------
Income - before Income Tax Expense 658 447
Income Tax Expense 198 110
------- -------
Net Income $ 460 $ 337
====== =======
Earnings Per Share $ 0.21 $ 0.26
Cash Dividends Per Share $ 0.12 $ 0.12
The accompanying notes are an integral part of the condensed
consolidated financial statements
4
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
--------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
For the Nine Months Ended
September 30,
---------------------------
(unaudited)
2002 2001
------- --------
Interest Income:
Interest and Fees on Loans $ 8,075 $ 10,809
Interest and Dividends on Investments -
Taxable 1,150 1,424
Tax-Exempt 497 344
Interest on Federal Funds Sold 228 262
Interest on Balances due from Depository Institutions 1 1
------- --------
Total Interest Income 9,951 12,840
------- --------
Interest Expense:
Interest on Deposits 3,614 5,583
Interest on Short-Term Borrowings 54 344
Interest on Long-Term Debt 408 671
------- --------
Total Interest Expense 4,076 6,598
------- --------
Net Interest Income 5,875 6,242
Provision for Loan Losses 500 640
------- --------
Net Interest Income after Provision for Loan Losses 5,375 5,602
Other Income
Service Charges on Deposit Accounts 358 359
Other Operating Income 483 239
------- --------
Total Other Income 841 598
------- --------
Other Expenses:
Salaries and Employee Benefits 2,305 2,130
Net Occupancy 534 374
Other Operating Expenses 1,548 1,689
------- --------
Total Other Expenses 4,387 4,193
------- --------
Income - before Income Tax Expense 1,829 2,007
Income Tax Expense 478 548
------- --------
Net Income $ 1,351 $ 1,459
======= ========
Earnings Per Share $ 0.61 $ 0.64
Cash Dividends Per Share $ 0.36 $ 0.36
The accompanying notes are an integral part of the condensed
consolidated financial statements
5
COMBANC, INC. AND SUBSIDIARY
DELPHOS, OHIO
--------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
For the Nine Months
September 30,
-----------------------------------
2002 2001
--------- ---------
(unaudited)
Cash Flows from Operating Activities:
Net Income $ 1,351 $ 1,459
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities -
Depreciation 307 179
Gain on sale of fixed assets 23 -
Provision for Loan Loss 500 640
Federal Home Loan Bank stock Dividends (80) (83)
Investment Securities Amortization, Net 37 16
Net Change in Loans Held for Resale 1,214 (622)
Change in Other Assets and Other Liabilities (67) 308
--------- ---------
Net Cash Provided by Operating Activities 3,285 1,897
--------- ---------
Cash Flows from Investing Activities:
Purchases of Securities Available for Sale/FHLB Stock (21,149) (14,891)
Proceeds from Maturities of Securities
Available for Sale 9,539 17,030
Net Change in Loans 14,133 3,683
Purchases of Premises and Equipment (247) (2,311)
Proceeds from sale of fixed assets 35 -
--------- ---------
Net Cash Provided in Investing Activities 2,311 3,511
--------- ---------
Cash Flows from Financing Activities:
Net change in Deposit Accounts (1,184) 3,880
Proceeds from Borrowing 896 5,128
Repayment of Federal Home Loan Bank Advances (2,574) (642)
Dividends Paid (803) (823)
Purchase of Stock (632) (718)
--------- ---------
Net Cash Provided/(Used) by Financing Activities (4,297) 6,825
--------- ---------
Net Change in Cash and Cash Equivalents 1,299 12,233
Cash and Cash Equivalents -
Beginning of Year 16,389 7,957
--------- ---------
End of Period $ 17,688 $ 20,190
========= =========
The accompanying notes are an integral part of the condensed
consolidated financial statements
6
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
Note 1, Basis of Presentation
Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-K annual report for 2001 filed with the
Securities and Exchange Commission.
The significant accounting policies followed by ComBanc, Inc. (Company) and its
wholly-owned subsidiary, The Commercial Bank (Bank), for interim financial
reporting are consistent with the accounting policies followed for annual
financial reporting. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the periods reported,
consisting only of normal recurring adjustments, have been included in the
accompanying unaudited condensed consolidated financial statements. The results
of operations for the nine months ended September 30, 2002, are not necessarily
indicative of those expected for the remainder of the year.
The Condensed Consolidated Balance Sheet at December 31, 2001 has been taken
from audited consolidated financial statements at that date.
Note 2, Earnings Per Share
Earnings per share on the income statement has been computed on the basis of
weighted-average number of shares of common stock outstanding. The
weighted-average shares outstanding for the nine months ending September 30,
2002 and September 30, 2001 were 2,231,726 and 2,287,222 respectively.
Note 3, Commitments to fund loans
Outstanding commitments to originate loans were $15,708,000 and $16,276,000 at
September 30, 2002 and December 31, 2001.
Note 4, Allowance for Loan Losses
Credit risk is the risk of loss from a customer default on a loan. The Bank has
in place a process to identify and manage its credit risk. The process includes
initial credit review and approval, periodic monitoring to measure compliance
with credit agreements and internal credit policies, monitoring changes in the
risk ratings of loans and leases, identification of problem loans and special
procedures for the collection of problem loans. The risk of loss is difficult to
quantify and is subject to fluctuations in values and general economic
conditions and other factors. THE DETERMINATION OF THE ALLOWANCE FOR LOAN LOSSES
IS A CRITICAL ACCOUNTING POLICY WHICH INVOLVES ESTIMATES AND MANAGEMENT'S
JUDGMENT ON A NUMBER OF FACTORS SUCH AS NET CHARGE-OFFS, DELINQUENCIES IN THE
LOAN PORTFOLIO AND GENERAL ECONOMIC CONDITIONS. The Bank considers the allowance
for loan losses of $1,817,000 adequate to cover losses
7
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
inherent in the loan portfolios as of September 31, 2002. However, no assurance
can be given that the Bank will not, in any particular period, sustain loan
losses that are sizeable in relation to the amount reserved, or that subsequent
evaluations of the loan portfolio, in light of factors then prevailing,
including economic conditions and the Bank's on-going credit review process,
will not require significant increases in the allowance for loan losses. Among
other factors, a protracted economic slowdown and/or a decline in commercial or
residential real estate values in the Bank's markets may have an adverse impact
on the adequacy of the allowance for loan losses by increasing credit risk and
the risk of potential loss.
8
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
ENTITY STATUS
On April 13, 1998, The Commercial Bank became a wholly-owned subsidiary of the
newly formed ComBanc, Inc., a one-bank holding company. Since ComBanc's only
significant asset is the investment in The Commercial Bank, the following
discussion will focus on the operations of The Commercial Bank.
FINANCIAL CONDITION
Total assets decreased 1.00% from $218,977,000 at December 31, 2001 to
$216,796,000 at September 30, 2002.
Federal Funds sold increased $2,499,000 or 25.82% from December 31, 2001 to
$12,176,000 at September 30, 2002. This increase is the result of the decrease
in total loans of $15,845,000 less the increase in the investment portfolio of
$12,491,000.
Investment securities increased $12,491,000 from $37,584,000 at December 31,
2001 to $50,075,000 at September 30, 2002. This decrease is the result of the
decrease in loans during the first nine months of 2002. As loans were paid off
in 2002, the proceeds were reinvested into mortgage backed securities and
municipal securities.
Total gross loans decreased 10.02% or $15,845,000 from December 31, 2001 to
$142,329,000 on September 30, 2002. Real estate loans decreased $10,506,000 or
8.86% from year-end to September 30, 2002 due to an increased demand for lower
interest rate mortgage loans. As these loans were refinanced, the bank chose to
sell these mortgages, with servicing retained, to the Federal Home Loan Mortgage
Corporation in order to be able to offer competitive mortgage rates to
consumers. Installment loans decreased 17.29% or $2,683,000 from $15,519,000 at
December 31, 2001 primarily due to the desire to reduce indirect auto loans.
The Allowance for Loan Loss, at September 30, 2002, was 1.28% of total loans.
This increase of $2,000 from December 31, 2001 is the result of a $500,000
provision and net charge offs of $498,000, increasing the Allowance for Loan
Loss from $1,815,000 at December 31, 2001 to $1,817,000 at September 30, 2002.
Total deposits decreased $1,184,000 or .66% from $179,656,000 on December 31,
2001 to $178,472,000 on September 30, 2002. Noninterest bearing deposits
decreased $2,497,000 from December 31, 2001 to September 30, 2002, while
interest-bearing deposits increased $1,313,000 during the period. Time deposit
balances decreased $4,884,000, while interest-bearing checking accounts
increased $805,000, and money market and savings accounts increased $5,392,000
during this period.
9
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
Short-term borrowings, which include Federal Home Loan Bank borrowings with
maturities of less than one year and repurchase agreements, increased $2,000,000
from December 31, 2001 to September 30, 2002. Of the $2,000,000 increase,
Federal Home Loan Bank borrowings increased $1,104,000 while repurchase
agreements increased $896,000. Long-term debt or borrowings with a maturity of
greater than one year from the Federal Home Loan Bank decreased $3,679,000 or
37.57% since December 31, 2001.
Total shareholders equity increased 2.18% or $521,000 to $24,461,000 from
December 31, 2001 to September 30, 2002. Included in the overall increase were
an increase in retained earnings of $1,351,000 in net income less $803,000 in
dividends and a $604,000 increase in Net Unrealized Gains on available for sale
securities. Treasury Stock increased from $2,085,000 at December 31, 2001 to
$2,717,000 at September 30, 2002 as the result of the repurchase of an
additional 40,377 shares of common stock.
RESULTS OF OPERATIONS
Net interest income, the difference between interest earned on interest-earning
assets and interest expense incurred on interest-bearing liabilities, is the
most significant component of The Commercial Bank's earnings. Net interest
income is affected by changes in the volume and rates of interest-earning assets
and interest-bearing liabilities and the volume of interest-earning assets
funded with low cost deposits, noninterest-bearing deposits and shareholders'
equity. Net interest income decreased $367,000 for the nine months ended
September 30, 2002 from a year ago.
Total interest income decreased $2,889,000 to $9,951,000 from $12,840,000 for
the nine months ended September 30, 2002 over September 30, 2001. Interest and
fees on loans decreased $2,734,000 or 25.29% over the same time last year. This
decrease is due to the increased volume of real estate loans sold to FHLMC on
the secondary market and the eleven interest rate cuts by the Federal Reserve in
2001. Taxable investment income decreased $274,000 or 19.24% for the nine months
of 2002 for a total of $1,150,000 compared to $1,424,000 for the first nine
months of 2001. This decrease is due to U.S. Agency bonds with call features
being called and the proceeds being reinvested into lower interest rate Mortgage
Backed Securities and Municipal Bonds. Interest on Federal Funds sold decreased
from $262,000 for the three quarters ended September 30, 2001 to $228,000 for
the three quarters ended September 30, 2002. This decrease is also the result of
the eleven interest rate cuts by the Federal Reserve in 2001.
Non-interest income increased $243,000 or 40.64% for the nine months ended
September 30, 2002 from September 30, 2001, and increased $115,000 or 54.76% for
the quarter ended September 30, 2002 from September 30, 2001. The increase was
due in part to a $57,000 increase in the gain on the sale of real estate loans
to the secondary market, an increase in service fee income on secondary market
real estate loans of $46,000, an increase of $139,000 in Mortgage Service Rights
less a $65,000 impairment, and an increase in fees and charges on real estate
loans of $68,000.
The provision for loan losses decreased $140,000 for the nine months ended
September 30, 2002 compared to September 30, 2001. The provision decreased
$140,000 in 2002 from 640,000 to $500,000 at September 30, 2002, and decreased
by $220,000 for the third quarter of 2002 compared to the third quarter of 2001.
10
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
Total interest expense decreased 38.22% or $2,522,000 from $6,598,000 for the
nine months ended September 30, 2001 to $4,076,000 for the nine months ended
September 30, 2002. Interest on deposits decreased $1,969,000 or 35.27% compared
to the first three quarters of 2001 due to a decrease in certificate interest
rates during 2001 and 2002 as well as a $9,620,000 decrease in the volume of
time deposits from a year ago. Interest on short term borrowings decreased
$290,000 and long term borrowings decreased $263,000. The decrease in short term
borrowings is due to the decrease in interest rates on repurchase agreements and
the payoff of an advance at the Federal Home Loan Bank and the decrease in long
term borrowings is due to the decrease in interest rates and prepayment in full
of an advance at the Federal Home Loan Bank.
Non-interest expense increased 4.63% or $194,000 to $4,387,000 for the nine
months ended September 30, 2002 compared to $4,193,000 in 2001, but decreased
$42,000 for the quarter ended September 30, 2002 compared to the quarter ended
September 30, 2001. Salaries and benefits increased $175,000 over the first
three quarters of 2001. This increase is due to an increase of $69,000 in group
insurance costs and a $76,000 increase in employee salaries for the first nine
months of 2002 over the first nine months of 2001. Other operating expenses have
increased $19,000 to $2,082,000 for the first nine months of 2002 from
$2,063,000 for the first nine months of September of 2001. Included in this
increase is an increase of $160,000 in net occupancy expense, an increase of
$38,000 in data processing fees, an increase of $128,000 in depreciation (result
of completion of Corporate Center), and a decrease of $220,000 in legal fees due
to the collections on the Bennett Funding group in the prior year.
Net income decreased $108,000 or 7.40% from $1,459,000 for the nine months ended
September 30, 2001 to $1,351,000 for the nine months ended September 30, 2002.
For the quarter ended September 30, 2002, net income increased $123,000 over the
quarter ended September 30, 2001. This increase is due to the combination of the
$65,000 Mortgage Service Right impairment in the third quarter 2002 and the
decrease in the provision of $220,000 in the third quarter of 2002 compared to
the third quarter of 2001.
FORWARD-LOOKING STATEMENTS
The Company has made, and may continue to make, various forward-looking
statements with respect to interest rate sensitivity analysis, credit quality
and other financial and business matters for 2002 and, in certain instances,
subsequent periods. The Company cautions that these forward-looking statements
are subject to numerous assumptions, risks and uncertainties, and that
statements for periods subsequent to 2002 are subject to greater uncertainty
because of the increased likelihood of changes in underlying factors and
assumptions. Actual results could differ materially from forward-looking
statements. In addition to those factors previously disclosed by the Company and
those factors identified elsewhere herein, the following factors could cause
actual results to differ materially from such forward looking statements:
Continued pricing pressures on loan and deposit products, actions of
competitors, changes in economic conditions, the extent and timing of actions of
the Federal Reserve, customer's acceptance of the Company's products and
services, the extent and timing of legislative and regulatory actions and
reforms, and changes in the interest rate environment that reduce interest
margins. The Company's forward-looking statements speak only as the date on
which such statements are made. By making any forward-looking statements, the
Company assumes no duty to update them to reflect new, changing or unanticipated
events or circumstances.
11
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
REGULATORY CAPITAL
The Federal Reserve Board's risk-based capital guidelines addressing the capital
adequacy of bank holding companies and banks (collectively, "banking
organizations") include a definition of capital and a framework for calculating
risk-weighted assets and off-balance sheet items to broad risk categories, as
well as minimum ratios to be maintained by banking organizations. A banking
organization's risk-based capital ratios are calculated by dividing its
qualifying capital by its risk-weighted assets.
Under the risk-based capital guidelines, there are two categories of capital:
core capital ("Tier 1") and supplemental capital ("Tier 2"), collectively
referred to as Total Capital. Tier 1 Capital includes common stockholders'
equity, qualifying perpetual preferred stock and minority interest in equity
accounts of consolidated subsidiaries. Tier 2 capital includes perpetual
preferred stock (to the extent ineligible for Tier 1), hybrid capital
instruments (i.e. perpetual debt and mandatory convertible securities) and
limited amounts of subordinated debt, intermediate-term preferred stock and the
allowance for credit losses.
The Federal Reserve Board's leverage constraint guidelines establish a minimum
ratio of Tier 1 Capital to quarterly average total assets ("Leverage Ratio").
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
established five capital tiers for banks. Pursuant to that statute the federal
bank regulatory agencies have defined the five capital tiers for banks. Under
these regulations, a bank is defined to be well capitalized, the highest tier,
if it maintains a Tier 1 Capital ratio of at least 6 percent, a Total Capital
ratio of at least 10 percent and a Leverage Ratio of at least 5 percent. At
September 30, 2002 ComBanc, Inc. maintained a Tier I capital ratio of 16.87%, a
total capital ratio of 18.12% and a Tier I leverage ratio of 10.84%.
Based on the respective regulatory capital ratios at September 30, 2002, the
Bank is well capitalized, based on the definitions in the regulations issued by
the Federal Reserve Board and the other federal bank regulatory agencies setting
forth the general capital requirements mandated by FDICIA.
LIQUIDITY
The liquidity of a banking institution reflects its ability to provide funds to
meet loan requests, to accommodate possible outflows in deposits and to take
advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowings. Bank liquidity is thus normally considered in terms of the
nature and mix of the banking institution's sources and uses of funds. Liquid
assets consist of cash and due from banks, federal funds sold, and securities
available for sale. At September 30, 2002 the Bank's liquid assets amounted to
$68,333,000 or 31.52% of total assets compared with 25.46% at December 31, 2001.
Management considers its liquidity to be adequate to meet its normal funding
requirements.
12
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the Company's quantitative and
qualitative market risks since December 31, 2001. The following table compares
rate sensitive assets and liabilities as of September 30, 2002 to December 31,
2001.
Principal Amount Maturing or Repricing in:
(Dollars in Thousands)
First Years
Year 1 to 5 Thereafter Total
----- ------ ---------- -----
Comparison of 9/30/02 to 12/31/01
Total rate sensitive assets:
At December 31, 2001 $ 75,631 $ 70,440 $ 59,566 $ 205,637
At September 30, 2002 68,329 81,277 53,098 202,704
Increase (Decrease) (7,302) 10,837 (6,468) (2,933)
Total rate sensitive liabilities:
At December 31, 2001 $ 99,283 $ 54,330 $ 22,527 $ 176,140
At September 30, 2002 86,001 66,210 23,563 175,774
Increase (Decrease) (13,282) 11,880 1,036 (366)
Item 4 - Controls and Procedures
Within 90 days prior to the filing of this report, an evaluation was carried out
under the supervision and with the participation of the Company's management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a - 14(c) and 15d - 14(c) of the Securities Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. Subsequent to the date of their evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that there
were no significant changes in the Company's internal controls or other factors
that could significantly affect its internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.
13
COMBANC, INC. AND SUBSIDIARY
September 30, 2002 FORM 10-Q
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Commercial Bank, at any given time, is involved in a number of lawsuits
initiated by The Commercial Bank as a plaintiff, intending to collect upon
delinquent accounts, to foreclose upon real property, or to seize and sell
personal property pledged as security for any such account. Combanc, Inc. is
involved in no legal proceedings.
At September 30, 2002, The Commercial Bank was involved in a number of such
cases as a party-plaintiff, and occasionally, as a party-defendant due to its
joinder as a lien holder, either by mortgage or by judgment lien. In the
ordinary case, The Commercial Bank's security and value of its lien is not
threatened, except through bankruptcy or loss of value of the collateral should
sale result in insufficient proceeds to satisfy the judgment.
Management and the Board are not aware of any additional potential claims
against the Bank, which have not been disclosed herein.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 11. Statement regarding computation of earnings per
share is contained in Part I,
Item 2.
Certifications
Exhibit 99.1. Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2. Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) There were no reports on 8-K filed during the quarter ended September
30, 2002.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMBANC, INC.
Date: November 12, 2002 /s/ Paul G. Wreede
---------------------------
Paul G. Wreede
President, CEO, and Director
Date: November, 12, 2002 /s/ Jason R. Thornell
---------------------------
Jason R. Thornell
Controller
15
CERTIFICATIONS
I, Jason R. Thornell, Controller of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ComBanc, Inc
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 14 and 15d - 14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made know to us by others within those
entities, particularly during the period in which the quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 /s/ Jason R. Thornell
------------------------------
Jason R. Thornell
Controller
16
CERTIFICATIONS
I, Paul G. Wreede, President and CEO of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ComBanc, Inc
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 14 and 15d - 14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made know to us by others within those
entities, particularly during the period in which the quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 /s/ Paul G. Wreede
------------------------------
Paul G. Wreede
President and CEO
17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18