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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 0-18993
-------
WINTON FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1303854
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5511 Cheviot Road, Cincinnati, Ohio 45247
- --------------------------------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (513) 385-3880
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 [ ]
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of August 12, 2003, the latest practicable date, 4,556,884 shares of the
registrant's common stock, no par value, were issued and outstanding.
Page 1 of 24
Winton Financial Corporation
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive
Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
PART II - OTHER INFORMATION 22
SIGNATURES 23
2
ITEM 1 FINANCIAL STATEMENTS
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
JUNE 30, SEPTEMBER 30,
ASSETS 2003 2002
--------- -------------
Cash and due from banks $ 1,760 $ 1,263
Interest-bearing deposits in other financial institutions 20,630 10,702
--------- ---------
Cash and cash equivalents 22,390 11,965
Investment securities available for sale - at market 18,451 13,095
Mortgage-backed securities available for sale - at market 2,170 197
Mortgage-backed securities held to maturity - at amortized cost,
approximate market value of $4,705 and $5,685 at
June 30, 2003 and September 30, 2002, respectively 4,776 5,761
Loans receivable - net 439,142 428,367
Loans held for sale - at lower of cost or market 11,968 28,610
Office premises and equipment - at depreciated cost 4,840 3,571
Real estate acquired through foreclosure 1,916 2,462
Federal Home Loan Bank stock - at cost 8,075 7,828
Accrued interest receivable 2,611 2,867
Prepaid expenses and other assets 739 523
Intangible assets - net of amortization 112 158
Prepaid federal income taxes -- 297
--------- ---------
Total assets $ 517,190 $ 505,701
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 344,306 $ 332,995
Advances from the Federal Home Loan Bank 121,134 124,427
Other borrowed money 2,000 2,000
Accounts payable on mortgage loans serviced for others 524 675
Advance payments by borrowers for taxes and insurance 1,100 1,830
Other liabilities 2,401 2,091
Accrued federal income taxes 80 --
Deferred federal income taxes 1,478 1,667
--------- ---------
Total liabilities 473,023 465,685
Shareholders' equity
Preferred stock - 2,000,000 shares without par value authorized;
no shares issued -- --
Common stock - 18,000,000 shares without par value authorized;
4,558,684 and 4,465,054 shares issued at June 30, 2003 and
September 30, 2002, respectively -- --
Additional paid-in capital 11,004 10,321
Retained earnings - restricted 32,692 29,360
Less 500 shares of treasury stock - at cost (5) (5)
Accumulated comprehensive income, unrealized gains on securities
designated as available for sale, net of related tax effects 476 340
--------- ---------
Total shareholders' equity 44,167 40,016
--------- ---------
Total liabilities and shareholders' equity $ 517,190 $ 505,701
========= =========
3
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2003 2002 2003 2002
-------- -------- -------- --------
Interest income
Loans $ 23,066 $ 24,629 $ 7,472 $ 8,333
Mortgage-backed securities 210 223 76 67
Investment securities 310 484 118 153
Interest-bearing deposits and other 357 306 120 106
-------- -------- -------- --------
Total interest income 23,943 25,642 7,786 8,659
Interest expense
Deposits 7,292 9,530 2,288 2,946
Borrowings 5,199 5,291 1,707 1,817
-------- -------- -------- --------
Total interest expense 12,491 14,821 3,995 4,763
-------- -------- -------- --------
Net interest income 11,452 10,821 3,791 3,896
Provision for losses on loans 455 712 150 75
-------- -------- -------- --------
Net interest income after provision
for losses on loans 10,997 10,109 3,641 3,821
Other income
Mortgage banking income 2,760 1,474 1,020 330
Gain on sale of deposits -- 250 -- --
Gain on sale of office premises 282 -- 39 --
Gain on sale of investment securities 97 224 -- 10
Gain (loss) on sale of real estate acquired
through foreclosure 4 -- (21) --
Other operating 543 483 185 168
-------- -------- -------- --------
Total other income 3,686 2,431 1,223 508
General, administrative and other expense
Employee compensation and benefits 4,230 3,871 1,471 1,332
Occupancy and equipment 947 816 346 272
Data processing 336 320 112 104
Franchise taxes 316 286 108 98
Amortization of intangible assets 46 46 15 15
Advertising 196 179 72 63
Other operating 1,556 1,216 552 377
-------- -------- -------- --------
Total general, administrative and other expense 7,627 6,734 2,676 2,261
-------- -------- -------- --------
Earnings before income taxes 7,056 5,806 2,188 2,068
Federal income taxes
Current 2,597 2,105 924 743
Deferred (259) (131) (205) (40)
-------- -------- -------- --------
Total federal income taxes 2,338 1,974 719 703
-------- -------- -------- --------
NET EARNINGS $ 4,718 $ 3,832 $ 1,469 $ 1,365
======== ======== ======== ========
EARNINGS PER SHARE
Basic $ 1.05 $ .86 $ .33 $ .30
======== ======== ======== ========
Diluted $ 1.02 $ .84 $ .32 $ .30
======== ======== ======== ========
Dividends per common share $ .3075 $ .2775 $ .1025 $ .0925
======== ======== ======== ========
4
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- --------------------
2003 2002 2003 2002
------- ------- ------- -------
Net earnings $ 4,718 $ 3,832 $ 1,469 $ 1,365
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities during the period, net of
taxes (benefits) of $103, $(13), $116 and $33 for the nine
and three months ended June 30, 2003 and 2002, respectively 200 (25) 226 64
Reclassification adjustment for realized gains included in
earnings, net of tax of $33, $76 and $3 for the respective
periods (64) (148) -- (7)
------- ------- ------- -------
Comprehensive income $ 4,854 $ 3,659 $ 1,695 $ 1,422
======= ======= ======= =======
Accumulated comprehensive income $ 476 $ 390 $ 476 $ 390
======= ======= ======= =======
5
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended June 30,
(In thousands)
2003 2002
--------- ---------
Cash flows from operating activities:
Net earnings for the period $ 4,718 $ 3,832
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of premiums and discounts on investments
and mortgage-backed securities 28 74
Amortization of deferred loan origination fees (147) (131)
Depreciation 311 337
Amortization of intangible assets 46 46
Provision for losses on loans 455 712
Gain on sale of mortgage loans (2,620) (1,243)
Loans disbursed for sale in the secondary market (175,045) (90,552)
Proceeds from sale of loans in the secondary market 194,307 77,277
Gain on sale of real estate acquired through foreclosure (4) --
Gain on sale of deposits -- (250)
Gain on sale of investment securities (97) (224)
Gain on sale of office premises and equipment (282) --
Federal Home Loan Bank stock dividends (247) (278)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 256 168
Prepaid expenses and other assets (216) (57)
Accounts payable on mortgage loans serviced for others (151) (45)
Other liabilities 257 910
Federal income taxes
Current 377 (151)
Deferred (259) (131)
--------- ---------
Net cash provided by (used in) operating activities 21,687 (9,706)
Cash flows from investing activities:
Proceeds from maturity/calls of investment securities designated as
available for sale 9,315 2,685
Proceeds from sale of investment securities designated as available for sale 3,622 3,889
Proceeds from sale of mortgage-backed securities designated as
available for sale -- 1,927
Purchase of investment securities designated as available for sale (18,051) (7,776)
Purchase of mortgage-backed securities designated as available for sale (2,014) (1,917)
Principal repayments on mortgage-backed securities 1,059 1,846
Loan principal repayments 163,752 132,050
Loan disbursements (174,835) (131,136)
Proceeds from the sale of real estate acquired through foreclosure 797 --
Purchase of office premises and equipment (1,814) (535)
Proceeds from sale of office premises and equipment 530 --
Additions to real estate acquired through foreclosure (208) --
--------- ---------
Net cash provided by (used in) investing activities (17,847) 1,033
--------- ---------
Net cash provided by (used in) operating and investing
activities (balance carried forward) 3,840 (8,673)
--------- ---------
6
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the nine months ended June 30,
(In thousands)
2003 2002
-------- --------
Net cash provided by (used in) operating and investing
activities (balance brought forward) $ 3,840 $ (8,673)
Cash flows from financing activities:
Net increase in deposit accounts 11,311 9,713
Sale of deposits -- (7,806)
Proceeds from Federal Home Loan Bank advances 15,000 67,500
Repayment of Federal Home Loan Bank advances (18,293) (53,571)
Advances by borrowers for taxes and insurance (730) (622)
Proceeds from exercise of stock options 683 111
Dividends paid on common stock (1,386) (1,235)
Purchase of treasury stock -- (5)
-------- --------
Net cash provided by financing activities 6,585 14,085
-------- --------
Net increase in cash and cash equivalents 10,425 5,412
Cash and cash equivalents at beginning of period 11,965 5,609
-------- --------
Cash and cash equivalents at end of period $ 22,390 $ 11,021
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ 2,041 $ 2,230
======== ========
Interest on deposits and borrowings $ 12,540 $ 14,932
======== ========
Supplemental disclosure of noncash investing activities:
Transfers from loans to real estate acquired through foreclosure $ 47 $ 202
======== ========
Unrealized gains (losses) on securities designated as available for sale,
net of related tax effects $ 136 $ (173)
======== ========
Recognition of mortgage servicing rights in accordance with
SFAS No. 140 $ 319 $ 198
======== ========
7
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine- and three-month periods ended June 30, 2003 and 2002
1. Basis of Presentation
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-Q and, therefore,
do not include information or footnotes necessary for a complete
presentation of financial position, results of operations, and cash
flows in conformity with accounting principles generally accepted in
the United States of America. Accordingly, these financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto of Winton Financial Corporation ("Winton
Financial" or the "Corporation") included in the Annual Report on Form
10-K for the year ended September 30, 2002. However, all adjustments
(consisting of only normal recurring accruals) which, in the opinion of
management, are necessary for a fair presentation of the consolidated
financial statements have been included. The results of operations for
the nine- and three-month periods ended June 30, 2003, are not
necessarily indicative of the results which may be expected for the
entire fiscal year.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of Winton Financial and its wholly-owned subsidiary, The Winton Savings
and Loan Co. ("Winton Savings" or the "Company"). All significant
intercompany items have been eliminated.
3. Effects of Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
No. 144 carries over the recognition and measurement provisions in SFAS
No. 121. Accordingly, an entity must recognize an impairment loss if
the carrying value of a long-lived asset or asset group (a) is not
recoverable and (b) exceeds its fair value. Similar to SFAS No. 121,
SFAS No. 144 requires an entity to test an asset or asset group for
impairment whenever events or changes in circumstances indicate that
its carrying amount may not be recoverable. SFAS No. 144 differs from
SFAS No. 121 in that it provides guidance on estimating future cash
flows to test recoverability. An entity may use either a
probability-weighted approach or best-estimate approach in developing
estimates of cash flows to test recoverability. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning
after December 15, 2001 and interim periods within those fiscal years.
Management adopted SFAS No. 144 effective October 1, 2002, without
material effect on the Corporation's financial condition or results of
operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 provides
financial accounting and reporting guidance for costs associated with
exit or disposal activities, including one-time termination benefits,
contract termination costs other than for a capital lease, and costs to
consolidate facilities or relocate employees. SFAS No. 146 is effective
for exit or disposal activities initiated after December 31, 2002.
Management adopted SFAS No. 146 effective January 1, 2003, without
material effect on the Corporation's financial condition or results of
operations.
In October 2002, the FASB issued SFAS No. 147, "Accounting for Certain
Financial Institutions: An Amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9," which removes acquisitions of financial
institutions from the scope of SFAS No. 72, "Accounting for Certain
Acquisitions of Banking and Thrift Institutions," except for
transactions between mutual enterprises. Accordingly, the
8
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2003 and 2002
3. Effects of Recent Accounting Pronouncements (continued)
excess of the fair value of liabilities assumed over the fair value of
tangible and intangible assets acquired in a business combination
should be recognized and accounted for as goodwill in accordance with
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Other Intangible Assets."
SFAS No. 147 also requires that the acquisition of a less-than-whole
financial institution, such as a branch, be accounted for as a business
combination if the transferred assets and activities constitute a
business. Otherwise, the acquisition should be accounted for as the
acquisition of net assets.
SFAS No. 147 also amends the scope of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include long-term
customer relationship assets of financial institutions (including
mutual enterprises) such as depositor- and borrower-relationship
intangible assets and credit cardholder intangible assets.
The provisions of SFAS No. 147 related to unidentifiable intangible
assets and the acquisition of a less-than-whole financial institution
are effective for acquisitions for which the date of acquisition is on
or after October 1, 2002. The provisions related to impairment of
long-term customer relationship assets are effective October 1, 2002.
Transition provisions for previously recognized unidentifiable
intangible assets are effective on October 1, 2002, with earlier
application permitted.
Management adopted SFAS No. 147 on October 1, 2002, without material
effect on the Corporation's financial condition or results of
operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used
on reported results. SFAS No. 148 is effective for fiscal years
beginning after December 15, 2002. The interim disclosure provisions
are effective for financial reports containing financial statements for
interim periods beginning after December 15, 2002. Management adopted
the disclosure provisions of SFAS No. 148 effective March 31, 2003,
without material effect on the Corporation's financial position or
results of operations.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN 45 requires a guarantor entity, at the inception of a guarantee
covered by the measurement provisions of the interpretation, to record
a liability for the fair value of the obligation undertaken in issuing
the guarantee. The Corporation has financial letters of credit which
require the Corporation to make payment if the customer's financial
condition deteriorates, as defined in the agreements. FIN 45 requires
the Corporation to record an initial liability, generally equal to the
fees received for these letters of credit when guaranteeing
obligations. FIN 45 applies prospectively to letters of credit the
Corporation issues or modifies subsequent to December 31, 2002.
9
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2003 and 2002
3. Effects of Recent Accounting Pronouncements (continued)
The Corporation defines the initial fair value of these letters of
credit as the fee received from the customer. The maximum potential
undiscounted amount of future payments of these letters of credit as of
June 30, 2003 are $106,000 and they expire through January 2004.
Amounts due under these letters of credit would be reduced by any
proceeds that the Corporation would be able to obtain in liquidating
the collateral for the loans, which varies depending on the customer.
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of
the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns, or
both. FIN 46 also requires disclosures about variable interest entities
that a company is not required to consolidate, but in which it has a
significant variable interest. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January
31, 2003. The consolidation requirements apply to existing entities in
the first fiscal year or interim period beginning after June 15, 2003.
Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Corporation adopted the
disclosure provisions of FIN 46 effective January 31, 2003, without
material effect on its financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities" which clarifies
certain implementation issues raised by constituents and amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," to include the conclusions reached by the FASB on certain
FASB Staff Implementation Issues that, while inconsistent with
Statement 133's conclusions, were considered by the Board to be
preferable; amends SFAS No. 133's discussion of financial guarantee
contracts and the application of the shortcut method to an
interest-rate swap agreement that includes an embedded option and
amends other pronouncements.
The guidance in Statement 149 is effective for new contracts entered
into or modified after June 30, 2003 and for hedging relationships
designated after that date, except for the following:
o guidance incorporated from FASB Staff Implementation Issues
that was effective for periods beginning prior to June 15,
2003 should continue to be applied according to the effective
dates in those issues
o guidance relating to forward purchase and sale agreements
involving when-issued securities should be applied to both
existing contracts and new contracts entered into after June
30, 2003.
Management does not expect SFAS No. 149 to have a material effect on
the Corporation's financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity," which changes the classification in the statement of financial
position of certain common financial instruments from either equity or
mezzanine presentation to liabilities and requires an issuer of those
financial statements to recognize changes in fair value or redemption
amount, as applicable, in earnings. SFAS No. 150 requires an issuer to
classify certain financial instruments as liabilities, including
mandatorily redeemable preferred and common stocks.
10
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2003 and 2002
3. Effects of Recent Accounting Pronouncements (continued)
SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and, with one exception, is effective at
the beginning of the first interim period beginning after June 15, 2003
(July 1, 2003 as to the Corporation). The effect of adopting SFAS No.
150 must be recognized as a cumulative effect of an accounting change
as of the beginning of the period of adoption. Restatement of prior
periods is not permitted. Management is continuing to evaluate the
effect of the provisions of SFAS No. 150 on the Corporation's financial
statements.
4. Earnings Per Share
Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the period.
Diluted earnings per common share include the dilutive effect of
additional potential common shares issuable under the Corporation's
stock option plans. The computations are as follows:
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Weighted-average common shares
outstanding (basic) 4,494,441 4,448,059 4,527,994 4,453,620
Dilutive effect of assumed exercise
of stock options 118,445 115,362 137,589 137,701
--------- --------- --------- ---------
Weighted-average common shares
outstanding (diluted) 4,612,886 4,563,421 4,665,583 4,591,321
========= ========= ========= =========
Options to purchase 155,500 shares of common stock with a
weighted-average exercise price of $13.03 were outstanding at both June
30, 2003 and 2002, but were excluded from the computation of common
share equivalents because their exercise prices were greater than the
average market price of the common shares.
5. Stock Option Plans
Shareholders of the Corporation have approved stock option plans that
provide for the issuance of up to 1,498,165 common shares to be granted
at the discretion of the Board of Directors. Under the 1988 Stock
Option Plan, 649,680 common shares were reserved for issuance to
directors, officers, and key employees of the Corporation and Winton
Savings. At June 30, 2003, 313,830 options under the 1988 Plan were
subject to exercise at the discretion of the grantees through fiscal
2008. The 1999 Stock Option Plan reserved 401,530 common shares for
issuance to directors, officers, and key employees of the Corporation
and Winton Savings. At June 30, 2003, 394,500 options under the 1999
Plan were subject to exercise at the discretion of the grantees through
fiscal 2010, while 6,030 options were ungranted. The 2003 Stock Option
Plan reserved 446,955 common shares for issuance to directors, officers
and key employees of the Corporation and Winton Savings. No options
under the 2003 plan have been granted.
The Corporation accounts for its stock option plans in accordance with
SFAS No. 123, "Accounting for Stock-Based Compensation," which contains
a fair value-based method for valuing stock-based compensation that
entities may use, which measures compensation cost at the grant date
based on the fair value of the award. Compensation is then recognized
over the service period, which is usually the vesting
11
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2003 and 2002
5. Stock Option Plans (continued)
period. Alternatively, SFAS No. 123 permits entities to continue to
account for stock options and similar equity instruments under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees." Entities that continue to account for stock
options using APB Opinion No. 25 are required to make pro forma
disclosures of net earnings and earnings per share, as if the fair
value-based method of accounting defined in SFAS No. 123 had been
applied.
The Corporation applies APB Opinion No. 25 and related Interpretations
in accounting for its stock option plans. Accordingly, no compensation
cost has been recognized for the plans. The pro forma disclosures of
net earnings and earnings per share required under SFAS No. 123 are not
applicable to the nine and three month periods ended June 30, 2003 and
2002, as no options were granted during these periods and options
previously granted had all vested in prior periods.
A summary of the status of the Corporation's stock option plans as of
June 30, 2003 and September 30, 2002 and 2001, and changes during the
periods ended on those dates is presented below:
NINE MONTHS ENDED YEAR ENDED
JUNE 30, SEPTEMBER 30,
-------------------- -------------------------------------------
2003 2002 2001
-------------------- -------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- --------- --------- --------- --------- ---------
Outstanding at beginning of period 801,960 $8.33 831,000 $ 8.23 743,000 $ 8.11
Granted -- -- -- -- 124,000 8.75
Exercised (93,630) 5.43 (27,040) 5.00 (26,000) 5.72
Forfeited -- -- (2,000) 10.06 (10,000) 11.98
--------- ----- --------- ------ --------- ------
Outstanding at end of period 708,330 $8.72 801,960 $ 8.33 831,000 $ 8.23
========= ===== ========= ====== ========= ======
Options exercisable at period-end 708,330 $8.72 801,960 $ 8.33 831,000 $ 8.23
========= ===== ========= ====== ========= ======
Weighted-average fair value of
options granted during the period $ -- $ -- $ 3.68
===== ====== ======
The following information applies to options outstanding at June 30,
2003:
Number outstanding 283,830
Range of exercise prices $5.00 - $6.75
Number outstanding 424,500
Range of exercise prices $8.75 - $13.25
Weighted-average exercise price $8.72
Weighted-average remaining contractual life 4.94 years
12
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2003 and 2002
6. Critical Accounting Policies
Allowance for Loan Losses: It is the Company's policy to provide
valuation allowances for estimated losses on loans based upon past loss
experience, trends in the level of delinquent and specific problem
loans, adverse situations that may affect the borrower's ability to
repay, the estimated value of any underlying collateral and current
economic conditions in the Company's primary market areas. When the
collection of a loan becomes doubtful, or otherwise troubled, the
Company records a loan loss provision equal to the difference between
the fair value of the property securing the loan and the loan's
carrying value. Major loans and major lending areas are reviewed
periodically to determine potential problems at an early date. The
allowance for loan losses is increased by charges to earnings and
decreased by charge-offs (net of recoveries).
The Company accounts for impaired loans in accordance with SFAS No.
114, "Accounting by Creditors for Impairment of a Loan." This Statement
requires that impaired loans be measured based upon the present value
of expected future cash flows discounted at the loan's effective
interest rate or, as an alternative, at the loans' observable market
price or fair value of the collateral.
A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable
to collect all amounts due according to the contractual terms of the
loan agreement. In applying the provisions of SFAS No. 114, the Company
considers its investment in one-to-four family residential loans and
consumer installment loans to be homogeneous and therefore excluded
from separate identification for evaluation of impairment. With respect
to the Company's investment in commercial and other loans, and its
evaluation of impairment thereof, such loans are collateral dependent
and as a result are carried as a practical expedient at the lower of
cost or fair value.
It is the Company's policy to charge off unsecured credits that are
more than ninety days delinquent. Similarly, collateral dependent loans
which are more than ninety days delinquent are considered to constitute
more than a minimum delay in repayment and are evaluated for impairment
under SFAS No. 114 at that time.
Mortgage Servicing Rights: Mortgage servicing rights are accounted for
pursuant to the provisions of SFAS No. 140. "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities,"
which requires that the Company recognize as separate assets, rights to
service mortgage loans for others, regardless of how those servicing
rights are acquired. An institution that acquires mortgage servicing
rights through either the purchase or origination of mortgage loans and
sells those loans with servicing rights retained must allocate some of
the cost of the loans to the mortgage servicing rights.
SFAS No. 140 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment.
Impairment is measured based on fair value. The mortgage servicing
rights recorded by the Company, calculated in accordance with the
provisions of SFAS No. 140, were segregated into pools for valuation
purposes, using as pooling criteria the loan term and coupon rate. Once
pooled, each grouping of loans was evaluated on a discounted earnings
basis to determine the present value of future earnings that a
purchaser could expect to realize from each portfolio. Earnings were
projected from a variety of sources including loan servicing fees,
interest earned on float, net interest earned on escrows, miscellaneous
income, and costs to service the loans. The present value of future
earnings is the "economic" value of the pool, i.e., the net realizable
present value to an acquiror of the acquired servicing.
13
WINTON FINANCIAL CORPORATION
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
In the following pages, management presents an analysis of the financial
condition of Winton Financial as of June 30, 2003, and the results of operations
for the nine- and three-month periods ended June 30, 2003 compared to the same
periods in the prior year. In addition to this historical information, the
following discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, Winton Financial's operations and Winton
Financial's actual results could differ significantly from those discussed in
the forward-looking statements. Some of the factors that could cause or
contribute to such differences are discussed herein, but also include changes in
the economy and interest rates in the nation and in Winton Financial's general
market area. Without limiting the foregoing, the following statements in this
discussion and analysis are forward-looking and are, therefore, subject to such
risks and uncertainties:
1. Management's analysis of the interest rate risk of Winton Savings;
2. Management's discussion of the liquidity of Winton Savings' assets and
the regulatory capital of Winton Savings;
3. Management's determination of the amount and adequacy of the allowance
for loan losses; and
4. Management's opinion as to the effects of recent accounting
pronouncements.
Discussion of Financial Condition Changes from September 30, 2002 to June 30,
2003
The Corporation had total assets of $517.2 million at June 30, 2003, an increase
of $11.5 million, or 2.3%, over the September 30, 2002 total. The increase in
assets was comprised of a $10.4 million increase in cash and interest-bearing
deposits, a $5.4 million increase in investment securities, an increase in
mortgage-backed securities of $1.0 million and an increase in office premises
and equipment of $1.3 million, which were partially offset by a decrease in
loans receivable, including loans held for sale, of $5.9 million. The growth in
assets was funded primarily by an increase in deposits of $11.3 million,
undistributed earnings of $3.3 million and proceeds from the exercise of stock
options of $683,000, which were partially offset by a reduction in advances from
the Federal Home Loan Bank ("FHLB") of $3.3 million.
Investment securities totaled $18.5 million at June 30, 2003, an increase of
$5.4 million, or 40.9%, over September 30, 2002 levels. The increase in
investment securities resulted from purchases of $18.1 million, which were
partially offset by sales, maturities and calls totaling $12.9 million.
Purchases during the period were comprised of $8.5 million of municipal
securities and $9.6 million of short-term U.S. Treasury and government agency
securities.
Mortgage-backed securities totaled $6.9 million at June 30, 2003, an increase of
$1.0 million, or 16.6%, over September 30, 2002, due to purchases of $2.0
million, which were partially offset by principal repayments of $1.1 million
during the period.
Loans receivable totaled $451.1 million at June 30, 2003, a decrease of $5.9
million, or 1.3%, compared to the September 30, 2002 total. Loan sales of $191.7
million and principal repayments of $163.8 million exceeded loan originations
totaling $349.9 million during the period. Loans originated during the
nine-month period ended June 30, 2003, were comprised predominately of
refinanced loans secured by one- to four-family residential real estate as
consumers' preference remained focused on fixed-rate loans. As a result, the
volume of loans sold increased by $115.7 million, or 152.1%, year to year.
14
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from September 30, 2002 to June 30,
2003 (continued)
The Company's allowance for loan losses totaled $2.1 million at June 30, 2003,
an increase of $279,000, or 15.1%, over the total at September 30, 2002. At June
30, 2003, the allowance represented approximately .45% of the total loan
portfolio and 57.4% of total nonperforming loans. Nonperforming loans totaled
$3.7 million and $3.4 million at June 30, 2003 and September 30, 2002,
respectively. At June 30, 2003, nonperforming loans were comprised of $850,000
of loans secured by one- to four-family residential real estate, $2.3 million of
loans secured by nonresidential real estate, $173,000 in commercial loans and
$345,000 in consumer loans. Nonperforming nonresidential loans consisted of a
$2.2 million loan collateralized by an office building and lot with a
loan-to-value ratio of approximately 73%. At June 30, 2003, the ratio of total
nonperforming loans to total loans amounted to .79%, compared to .76% at
September 30, 2002. Management believes all nonperforming loans are adequately
collateralized and that there are no unreserved losses on such nonperforming
loans at June 30, 2003. Although management believes that its allowance for loan
losses at June 30, 2003 is adequate based on the available facts and
circumstances, there can be no assurance that additions to such allowance will
not be necessary in future periods, which could adversely affect Winton
Financial's results of operations.
Office premises and equipment increased by $1.3 million, or 35.5%, since
September 30, 2002. The increase is due to the relocation and expansion of the
loan operations center which opened in January 2003. The Company is also in the
process of expanding and upgrading the branch network. A new full-service branch
office will open in September 2003 and the relocation of an existing branch to a
more strategic location is anticipated to open in the first quarter of fiscal
2004.
Deposits totaled $344.3 million at June 30, 2003, an increase of $11.3 million,
or 3.4%, over September 30, 2002 levels. Deposits increased during the nine
months ended June 30, 2003, due primarily to management's continuing efforts to
grow the portfolio through marketing and pricing strategies. Advances from the
FHLB and other borrowings totaled $123.1 million at June 30, 2003, a decrease of
$3.3 million, or 2.6%, from September 30, 2002 levels. During the nine months
ended June 30, 2003, the Company borrowed $15.0 million from the FHLB, which was
comprised of advances with an average term of 4.75 years and a weighted-average
interest rate of 3.50%, and $18.3 million of such advances were repaid during
the period.
Shareholders' equity totaled $44.2 million at June 30, 2003, an increase of $4.2
million, or 10.4%, over September 30, 2002. The increase resulted from net
earnings of $4.7 million, proceeds from the exercise of stock options of
$683,000, and an increase in unrealized gains on available for sale securities
of $136,000, which were partially offset by dividends totaling $1.4 million.
The Company is required to meet minimum capital standards promulgated by the
Office of Thrift Supervision (the "OTS"). At June 30, 2003, the Company's
regulatory capital exceeded such minimum capital requirements.
Comparison of Operating Results for the Three-Month Periods ended June 30, 2003
and 2002
General
The Corporation recorded net earnings for the three months ended June 30, 2003,
totaling $1.5 million, an increase of $104,000, or 7.6%, compared to net
earnings of $1.4 million for the same period in 2002. The increase in net
earnings was comprised of a $715,000 increase in other income, which was offset
by a $415,000 increase in general, administrative and other expense, a $105,000
decrease in net interest income, a $75,000 increase in the provision for losses
on loans and a $16,000 increase in the provision for federal income taxes.
15
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2003
and 2002 (continued)
Net Interest Income
Interest income on loans and mortgage-backed securities totaled $7.5 million for
the three months ended June 30, 2003, a decrease of $852,000, or 10.1%, compared
to the same quarter in 2002. The decrease resulted primarily from a decrease in
the weighted-average yield of 84 basis points, to 6.61% for the three months
ended June 30, 2003, which was partially offset by an increase in the average
balance outstanding of $6.0 million, or 1.3%, year to year.
Interest income on investment securities and interest-bearing deposits decreased
by $21,000, or 8.1%, for the three months ended June 30, 2003, compared to the
same quarter in 2002, due primarily to a decrease of 132 basis points in the
weighted-average yield, to 2.06% for the 2003 quarter, which was partially
offset by an increase of $15.6 million, or 50.8%, in the average balance
outstanding year to year.
Interest expense on deposits decreased by $658,000, or 22.3%, for the three
months ended June 30, 2003, compared to the same period in 2002. The decrease
was primarily attributable to a 103 basis point decrease in the weighted-average
cost of deposits, which was partially offset by a $23.6 million, or 7.5%,
increase in the average balance of deposits outstanding year to year. The
weighted-average cost of deposits amounted to 2.70% and 3.73% for the three
months ended June 30, 2003 and 2002, respectively.
Interest expense on borrowings decreased by $110,000, or 6.1%, during the three
months ended June 30, 2003, compared to the same quarter in 2002, primarily due
to a $4.5 million, or 3.5%, decrease in average balance of borrowings
outstanding year to year and a 15 basis point decrease in the weighted-average
cost of borrowings, to 5.41% for the three months ended June 30, 2003. The
decreases in yields on interest-earning assets and costs of interest-bearing
liabilities were due primarily to the overall decrease in interest rates in the
economy.
As a result of the foregoing changes in interest income and interest expense,
net interest income decreased by $105,000, or 2.7%, to $3.8 million for the
three months ended June 30, 2003, compared to the same quarter in 2002. The
interest rate spread decreased by 16 basis points, to 2.76% for the three months
ended June 30, 2003, and the net interest margin decreased 23 basis points to
3.01% for the three months ended June 30, 2003.
Provision for Losses on Loans
Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $150,000 provision for losses on loans during the quarter ended June
30, 2003, compared to a provision of $75,000 recorded in the 2002 period. The
provision is based on an internal matrix which evaluates reserves based upon
delinquency levels, risk classification of credits and inherent factors within
the portfolio. There can be no assurance that the allowance for loan losses of
the Company will be adequate to cover losses on nonperforming assets in the
future.
16
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2003
and 2002 (continued)
Provision for Losses on Loans (continued)
The following table sets forth information regarding the Company's delinquent
loans, nonperforming assets and the allowance for loan losses.
JUNE 30, SEPTEMBER 30,
2003 2002
-------- -------------
(Dollars in thousands)
Loans delinquent
30 to 89 days $ 6,420 $ 4,730
90 or more days 3,705 3,398
------- -------
Total delinquent loans $10,125 $ 8,128
======= =======
Loans accounted for on nonaccrual basis $ 2,791 $ 885
Loans greater than 90 days delinquent and still accruing 914 2,513
------- -------
Total nonperforming loans 3,705 3,398
Real estate acquired through foreclosure 1,916 2,462
------- -------
Total nonperforming assets $ 5,621 $ 5,860
======= =======
Allowance for loan losses $ 2,129 $ 1,850
======= =======
Allowance for loan losses to total loans 0.45% 0.42%
Allowance for loan losses to nonperforming loans 57.46% 54.44%
Allowance for loan losses to nonperforming assets 37.88% 31.57%
Nonperforming loans to total loans 0.79% 0.76%
While management believes that, based on information currently available, the
allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurance can be given that the level
of the allowance will be sufficient to cover future loan losses or that future
adjustments to the allowance will not be necessary if economic and/or other
conditions differ substantially from the economic and other conditions
considered by management in evaluating the adequacy of the current level of the
allowance.
Other Income
Other income totaled $1.2 million for the three months ended June 30, 2003, an
increase of $715,000, or 140.7%, compared to the 2002 period, due primarily to a
$690,000, or 209.1%, increase in mortgage banking income, a $39,000 gain on sale
of office premises and a $17,000 or 10.1% increase in other operating income,
partially offset by the effects of the $10,000 gain on sale of investment
securities recorded in the three months ended June 30, 2002 and a $21,000 loss
on sale of real estate acquired through foreclosure in the current quarter. The
increase in mortgage banking income was due primarily to the increase in sales
volume quarter to quarter. The increase in other operating income was primarily
attributable to prepayment fees on nonresidential real estate loans and growth
in service charges due to fee increases and on "Generations Gold," a new
checking product introduced in fiscal 2002.
17
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2003
and 2002 (continued)
General, Administrative and Other Expense
General, administrative and other expense totaled $2.7 million for the three
months ended June 30, 2003, an increase of $415,000, or 18.4%, compared to the
same period in 2002. The increase was due primarily to increases in employee
compensation and benefits of $139,000, or 10.4%, occupancy and equipment expense
of $74,000, or 27.2%, and other operating expense of $175,000, or 46.4%.
Employee compensation and benefits increased primarily due to normal merit
increases, an increase in staffing levels, an increase in the 401(k)
contribution and an increase in the incentive bonus pool. The increase in
occupancy and equipment was due to the opening of a new mortgage operations
facility and the restructuring and remodeling of corporate administration
offices. The increase in other operating expense was due primarily to increased
costs related to foreclosure activity, an increase in professional fees related
to outsourced internal audit services and pro-rata increases in other operating
expenses related to the Corporation's growth year to year.
Federal Income Taxes
The provision for federal income taxes amounted to $719,000 for the three months
ended June 30, 2003, an increase of $16,000, or 2.3%, compared to the same
period in 2002. The increase was due primarily to the increase in earnings
before taxes of $120,000, or 5.8%, partially offset by nontaxable interest
income in the current quarter. The effective tax rates were 32.9% and 34.0% for
the three-month periods ended June 30, 2003 and 2002, respectively.
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2003
and 2002
General
The Corporation recorded net earnings for the nine months ended June 30, 2003,
totaling $4.7 million, an increase of $886,000, or 23.1%, compared to net
earnings of $3.8 million for the same period in 2002. The increase in net
earnings was comprised of a $631,000 increase in net interest income, a $257,000
decrease in the provision for losses on loans and a $1.3 million increase in
other income, which were partially offset by a $893,000 increase in general,
administrative and other expense and a $364,000 increase in the provision for
federal income taxes.
Net Interest Income
Interest income on loans and mortgage-backed securities totaled $23.3 million
for the nine months ended June 30, 2003, a decrease of $1.6 million, or 6.3%,
compared to the same period in 2002. The decrease resulted primarily from a
decrease in the weighted-average yield of 67 basis points, to 6.74% for the nine
months ended June 30, 2003, which was partially offset by an increase in the
average balance outstanding of $12.9 million, or 2.9%, year to year.
Interest income on investment securities and interest-bearing deposits decreased
by $123,000, or 15.6%, for the nine months ended June 30, 2003, compared to the
same period in 2002, due primarily to a decrease of 158 basis points in the
weighted-average yield, to 2.16% for the 2003 nine month period, which was
partially offset by an increase of $12.9 million, or 45.8%, in the average
balance outstanding year to year.
18
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2003
and 2002 (continued)
Net Interest Income (continued)
Interest expense on deposits decreased by $2.2 million, or 23.5%, for the nine
months ended June 30, 2003, compared to the same period in 2002. The decrease
was primarily attributable to a 116 basis point decrease in the weighted-average
cost of deposits, which was partially offset by a $22.7 million, or 7.2%,
increase in the average balance of deposits outstanding year to year. The
weighted-average cost of deposits amounted to 2.89% and 4.05% for the nine
months ended June 30, 2003 and 2002, respectively.
Interest expense on borrowings decreased by $92,000, or 1.7%, during the nine
months ended June 30, 2003, compared to the same period in 2002, primarily due
to a 13 basis point decrease in the weighted-average cost of borrowings, to
5.45% for the nine months ended June 30, 2003, which was partially offset by a
$916,000 increase in the average balance of borrowings outstanding year to year.
The decreases in yields on interest-earning assets and costs of interest-bearing
liabilities were due primarily to the overall decrease in interest rates in the
economy.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $631,000, or 5.8%, to $11.5 million for the
nine months ended June 30, 2003, compared to the same period in 2002. The
interest rate spread increased by 8 basis points, to 2.78% for the nine months
ended June 30, 2003, while the net interest margin increased by 2 basis points,
to 3.05% for the nine months ended June 30, 2003, compared to 3.03% for the nine
months ended June 30, 2002.
Provision for Losses on Loans
Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $455,000 provision for losses on loans during the nine months ended
June 30, 2003, compared to a provision of $712,000 recorded in the 2002 period.
The provision is based on an internal matrix which evaluates reserves based upon
delinquency levels, risk classification of credits and inherent factors within
the portfolio. There can be no assurance that the allowance for loan losses of
the Company will be adequate to cover losses on nonperforming assets in the
future.
While management believes that, based on information currently available, the
allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurance can be given that the level
of the allowance will be sufficient to cover future loan losses or that future
adjustments to the allowance will not be necessary if economic and/or other
conditions differ substantially from the economic and other conditions
considered by management in evaluating the adequacy of the current level of the
allowance.
Other Income
Other income totaled $3.7 million for the nine months ended June 30, 2003, an
increase of $1.3 million, or 51.6%, compared to the 2002 period, due primarily
to a $1.3 million, or 87.2%, increase in mortgage banking income, a $282,000
gain on sale of office premises, a $4,000 gain on sale of real estate acquired
through foreclosure and a $60,000, or 12.4%, increase in other operating income,
partially offset by a $127,000 reduction in gains on sale of investment
securities and the effects of the $250,000 gain on sale of deposits recorded in
the nine months ended June 30, 2002. The increase in mortgage banking income was
due primarily to the increase in sales volume of $115.7 million, or 152.1%, over
the nine months ended June 30, 2002. The Company sold its former Central Parkway
19
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2003
and 2002 (continued)
Other Income (continued)
branch realizing a gain of $243,000. The Company also sold a tract of land next
to its Harrison Branch realizing a gain of $39,000. The deposits related to this
branch were sold in the nine month period ended June 30, 2002, with the Company
recognizing a $250,000 gain. The increase in other income was primarily
attributable to prepayment fees on nonresidential real estate loans and growth
in deposit service charges due to fee increases and on "Generations Gold," a new
checking product introduced in fiscal 2002.
General, Administrative and Other Expense
General, administrative and other expense totaled $7.6 million for the nine
months ended June 30, 2003, an increase of $893,000, or 13.3%, compared to the
same period in 2002. The increase was due primarily to an increase in employee
compensation and benefits of $359,000, or 9.3%, an increase in other operating
expenses of $340,000, or 28.0%, and an increase in occupancy and equipment
expense of $131,000, or 16.1%. Employee compensation and benefits increased
primarily due to normal merit increases, an increase in staffing levels, $65,000
of expense related to an incentive bonus plan and a $51,000 increase in the
401(k) contribution year to year. The increase in other operating expense was
due primarily to increased costs related to foreclosure activity, an increase in
professional fees related to outsourced internal audit services and pro-rata
increases in other operating expenses related to the Corporation's growth year
to year. The increase in occupancy and equipment expense was due to the opening
of the new mortgage operations facility and the restructuring and remodeling of
the corporate administrative offices.
Federal Income Taxes
The provision for federal income taxes amounted to $2.3 million for the nine
months ended June 30, 2003, an increase of $364,000, or 18.4%, compared to the
same period in 2002. The increase was due primarily to the increase in earnings
before taxes of $1.3 million, or 21.5%, partially offset by nontaxable interest
income in the current period. The effective tax rates were 33.1% and 34.0% for
the nine-month periods ended June 30, 2003 and 2002, respectively.
Liquidity and Capital Resources
Winton Savings maintains sufficient funds to meet deposit withdrawals, loan
commitments and expenses. Control of the Company's cash flow requires the
anticipation of deposit flows and loan payments. The Company's primary sources
of funds are deposits, borrowings, principal and interest repayments on loans
and proceeds from the sale of mortgage loans.
At June 30, 2003, Winton Savings had $102.1 million of certificates of deposit
maturing within one year. It has been the Company's historic experience that
such certificates of deposit will be renewed at Winton Savings' market rates of
interest. It is management's belief that maturing certificates of deposit over
the next year will similarly be renewed at market rates of interest without a
material adverse effect on results of operations.
In the event that certificates of deposit cannot be renewed at prevailing market
rates, the Company can obtain additional advances from the FHLB of Cincinnati.
At June 30, 2003, the Company had $121.1 million of outstanding FHLB advances,
with the ability to borrow an additional $80.0 million. The Company has also
utilized brokered deposits as a supplement to its local deposits when such funds
are attractively priced in relation to the local market. As of June 30, 2003,
the Company had $12.7 million in brokered deposits.
Winton Financial believes that the Company's liquidity posture at June 30, 2003,
is adequate to meet outstanding loan commitments and other cash requirements.
20
WINTON FINANCIAL CORPORATION
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
There have been no material changes in the Corporation's disclosures regarding
market risk since the Corporation's Form 10-K filed with the Securities and
Exchange Commission for the fiscal year ended September 30, 2002.
ITEM 4 CONTROLS AND PROCEDURES
The Corporation's Chief Executive Officer and Chief Financial Officer evaluated
the disclosure controls and procedures (as defined under Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this quarterly report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are effective.
There were no significant changes in the Corporation's internal controls or in
other factors that materially affected, or are reasonably likely to materially
affect, these controls.
21
Winton Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities and Use of Proceeds
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 Written Statement of Chief Executive Officer
furnished Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
31.2 Written Statement of Chief Financial Officer
furnished Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.1 Written Statement of Chief Executive Officer
furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2 Written Statement of Chief Financial Officer
furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
(b) Reports on Form 8-K: On April 17, 2003, a Form 8-K was filed to
report earnings for the quarter ended March
31, 2003.
On April 22, 2003, a Form 8-K was filed to
report the issuance of a press release
regarding a repurchase program.
22
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.
Date: August 13, 2003 By: /s/Robert L. Bollin
----------------------- ---------------------------------
Robert L. Bollin
President
Date: August 13, 2003 By: /s/Jill M. Burke
----------------------- ---------------------------------
Jill M. Burke
Chief Financial Officer
23