UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003.
Commission File No. 033-79130
CONSUMERS BANCORP, INC.
OHIO | 033-79130 | 34-1771400 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
614 East Lincoln Way, P.O. Box 256, Minerva, Ohio (Address of principal executive offices) |
44657 (Zip Code) |
(330) 868-7701
(Issuers telephone number)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, no par value |
Outstanding at November 12, 2003 2,146,281 Common Shares |
CONSUMERS BANCORP, INC
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2003
Part I Financial Information
Item 1 Financial Statements (Unaudited)
Interim financial information required by Item 310 (b) of Regulation S-B is included in this Form 10-Q as referenced below:
Page | ||||||
Number (s) | ||||||
Consolidated Balance Sheet
September 30, 2003 and June 30, 2003 |
1 | |||||
Consolidated Statements of Income |
||||||
Three months ended September 30, 2003 and 2002 |
2 | |||||
Consolidated Statement of Comprehensive Income |
3 | |||||
Condensed Consolidated Statements of Changes in Shareholders Equity |
||||||
Three months ended September 30, 2003 and 2002 |
3 | |||||
Condensed Consolidated Statements of Cash Flows |
||||||
Three months ended September 30, 2003 and 2002 |
4 | |||||
Notes to the Consolidated Financial Statements |
5-10 | |||||
Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operation |
11-20 | |||||
Item 3 - Quantitative and Qualitative Disclosures about Market Risk |
20-21 | |||||
Item 4 - Controls and Procedures |
21 | |||||
Part II Other |
||||||
Item 1 - Legal Proceedings |
22 | |||||
Item 2 - Changes in Securities and Use of Proceeds |
22 | |||||
Item 3 - Defaults upon Senior Securities |
22 | |||||
Item 4 - Submission of Matters to a Vote of Security Holders |
22 | |||||
Item 5 - Other Information |
22 | |||||
Item 6 - Exhibits and Reports on Form 8-K |
22 | |||||
Signatures |
23 |
CONSUMERS BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)
Unaudited | |||||||||||
September 30, 2003 | June 30, 2003 | ||||||||||
ASSETS |
|||||||||||
Cash and cash equivalents |
$ | 6,223 | $ | 8,465 | |||||||
Federal funds sold |
10,076 | 14,335 | |||||||||
Securities, available for sale |
28,225 | 25,113 | |||||||||
Total loans |
128,328 | 124,660 | |||||||||
Less allowance for loan loss |
(1,671 | ) | (1,685 | ) | |||||||
Net Loans |
126,657 | 122,975 | |||||||||
Cash surrender value of life insurance |
3,743 | 3,701 | |||||||||
Premises and equipment, net |
4,974 | 5,137 | |||||||||
Intangible assets |
1,337 | 1,377 | |||||||||
Accrued interest receivable and other assets |
1,330 | 964 | |||||||||
Total assets |
$ | 182,565 | $ | 182,067 | |||||||
LIABILITIES |
|||||||||||
Deposits |
|||||||||||
Non-interest bearing demand |
$ | 35,539 | $ | 33,420 | |||||||
Interest bearing demand |
12,905 | 12,324 | |||||||||
Savings |
60,791 | 60,886 | |||||||||
Time |
48,144 | 50,872 | |||||||||
Total deposits |
157,379 | 157,502 | |||||||||
Securities sold under agreements to repurchase |
5,195 | 4,936 | |||||||||
Federal Home Loan Bank advance |
800 | 822 | |||||||||
Accrued interest and other liabilities |
1,649 | 1,539 | |||||||||
Total liabilities |
165,023 | 164,799 | |||||||||
SHARHOLDERS EQUITY |
|||||||||||
Common stock (no par value, 2,500,000 shares
authorized; 2,160,000 issued) |
4,869 | 4,869 | |||||||||
Retained earnings |
12,658 | 12,305 | |||||||||
Treasury stock, at cost (13,719 shares at September 30,
2003 and June 30, 2003) |
(204 | ) | (204 | ) | |||||||
Accumulated other comprehensive income |
219 | 298 | |||||||||
Total shareholders equity |
17,542 | 17,268 | |||||||||
Total liabilities and shareholders equity |
$ | 182,565 | $ | 182,067 | |||||||
See accompanying notes to consolidated financial statements
1
CONSUMERS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months ended | ||||||||||
September 30, | ||||||||||
2003 | 2002 | |||||||||
Interest income |
||||||||||
Loans, including fees |
$ | 2,311 | $ | 2,727 | ||||||
Securities |
||||||||||
Taxable |
165 | 363 | ||||||||
Tax-exempt |
34 | 31 | ||||||||
Federal funds sold |
34 | 44 | ||||||||
Total interest income |
2,544 | 3,165 | ||||||||
Interest expense |
||||||||||
Deposits |
454 | 742 | ||||||||
Federal Home Loan Bank advances |
9 | 34 | ||||||||
Other |
17 | 23 | ||||||||
Total interest expense |
480 | 799 | ||||||||
Net interest income |
2,064 | 2,366 | ||||||||
Provision for loan losses |
66 | 118 | ||||||||
Net interest income after |
||||||||||
Provision for loan losses |
1,998 | 2,248 | ||||||||
Other income |
||||||||||
Service charges on deposit accounts |
401 | 355 | ||||||||
Other |
213 | 187 | ||||||||
Total other income |
614 | 542 | ||||||||
Other expenses |
||||||||||
Salaries and employee benefits |
934 | 912 | ||||||||
Occupancy |
301 | 296 | ||||||||
Directors fees |
37 | 47 | ||||||||
Professional fees |
80 | 82 | ||||||||
Franchise taxes |
54 | 45 | ||||||||
Printing and supplies |
38 | 42 | ||||||||
Telephone |
50 | 51 | ||||||||
Amortization of intangible |
40 | 40 | ||||||||
Other |
316 | 317 | ||||||||
Total other expenses |
1,850 | 1,832 | ||||||||
Income before income taxes |
762 | 958 | ||||||||
Income tax expense |
237 | 316 | ||||||||
Net Income |
$ | 525 | $ | 642 | ||||||
Basic earnings per share |
$ | .24 | $ | .30 |
See accompanying notes to consolidated financial statements
2
CONSUMERS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
(Dollars in thousands, except per share data)
Three Months ended | ||||||||
September 30, | ||||||||
2003 | 2002 | |||||||
Balance at beginning of period |
$ | 17,268 | $ | 15,820 | ||||
Comprehensive income |
||||||||
Net Income |
525 | 642 | ||||||
Other comprehensive income |
(79 | ) | 133 | |||||
Total comprehensive income |
446 | 775 | ||||||
Common cash dividends |
(172 | ) | (172 | ) | ||||
Balance at the end of the period |
$ | 17,542 | $ | 16,423 | ||||
Common cash dividends per share |
$ | .08 | $ | .08 |
See accompanying notes to consolidated financial statements.
3
CONSUMERS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended | ||||||||||
September 30, | ||||||||||
2003 | 2002 | |||||||||
Cash flows from operating activities |
||||||||||
Net income |
$ | 525 | $ | 642 | ||||||
Adjustments to reconcile net income to net cash
from operating activities |
(25 | ) | 677 | |||||||
Net cash from operating activities |
500 | 1,319 | ||||||||
Cash flow from investing activities |
||||||||||
Securities available for sale |
||||||||||
Purchases |
(9,092 | ) | (3,868 | ) | ||||||
Maturities and principal pay downs |
5,745 | 6,025 | ||||||||
Net decrease in federal funds sold |
4,259 | 1,582 | ||||||||
Net (increase) decrease in loans |
(3,651 | ) | 492 | |||||||
Acquisition of premises and equipment |
(11 | ) | (560 | ) | ||||||
Sale of other real estate |
36 | |||||||||
Net cash from investing activities |
(2,684 | ) | 3,671 | |||||||
Cash flow from financing |
||||||||||
Net (decrease) in deposit accounts |
(123 | ) | (2,363 | ) | ||||||
Net increase (decrease) in repurchase agreements |
259 | (264 | ) | |||||||
Repayments of FHLB advances |
(22 | ) | (27 | ) | ||||||
Dividends paid |
(172 | ) | (172 | ) | ||||||
Net cash from financing activities |
(58 | ) | (2,826 | ) | ||||||
(Decrease) increase in cash or cash equivalents |
(2,242 | ) | 2,164 | |||||||
Cash and cash equivalents, beginning of year |
8,465 | 7,851 | ||||||||
Cash and cash equivalents, end of period |
$ | 6,223 | $ | 10,015 | ||||||
See accompanying notes to consolidated financial statements.
4
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except per share amounts)
Note 1 Principles of Consolidation:The consolidated financial statements include the accounts of Consumers Bancorp, Inc. (Corporation) and its wholly owned subsidiary, Consumers National Bank (Bank). The Bank has a title company, Community Title Agency, Inc. as part of its business. All significant intercompany transactions have been eliminated in the consolidation.
These interim financial statements are prepared without audit and reflect all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly the consolidated balance sheets of the Corporation at September 30, 2003, and its income and cash flows for the periods presented. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosures required by accounting principles generally accepted in the United States of America that might otherwise be necessary in the circumstances. The Annual Report for the Corporation for the year ended June 30, 2003, contains consolidated financial statements and related notes that should be read in conjunction with the accompanying consolidated financial statements.
Segment Information: Consumers Bancorp, Inc. is a financial holding company engaged in the business of commercial and retail banking, which accounts for substantially all of the revenues, operating income, and assets.
Use of Estimates: To prepare financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments, and status of contingencies are particularly subject to change.
Cash Reserves: Consumers National Bank is required by the Federal Reserve Bank to maintain reserves consisting of cash on hand and noninterest-bearing balances on deposit with the Federal Reserve Bank. The required reserve balance at September 30, 2003 was $1,372 and at June 30, 2003 was $1,186.
Securities: Securities are classified only as available-for-sale. Held-to-maturity securities are those that the Bank has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available-for-sale securities are those that the Bank may decide to sell if needed for liquidity, asset-liability management, or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax.
5
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands, except per share amounts)
Note 1 continued
Realized gains or losses on sales are determined based on the amortized cost of
the specific security sold. Amortization of premiums and accretion of discount
are computed under a system materially consistent with the level yield method
and are recognized as adjustments to interest income. Prepayment activity on
mortgage-backed securities is affected primarily by changes in interest rates.
Yields on mortgage-backed securities are adjusted as prepayments occur through
changes to premium amortized or discount accreted.
Loans: Loans are reported at the principal balance outstanding, net of deferred loan fees. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term.
Interest income is not reported when full loan repayment is in doubt, typically when payments are past due over 90 days. Payments received on such loans are reported as principal reductions.
Concentrations of Credit Risk: The Bank grants consumer, real estate and commercial loans primarily to borrowers in Stark, Columbiana and Carroll counties. Automobiles and other consumer assets, business assets and residential and commercial real estate secure most loans.
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required based on past loan loss experience, known and probable risks in the portfolio, information about specific borrower situations and estimated collateral values. Allocations of the allowance maybe made for specific loans, but the entire allowance is available for any loan that, in managements judgment, should be charged off.
Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so the loan is reported, net, at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected from the collateral. Loans are evaluated for impairment when payments are delayed, typically 90 days or more, or when it is probable that not all principal and interest amounts will be collected according to the original terms of the loan.
Cash Surrender Value of Life Insurance: The Bank has purchased single-premium life insurance policies to insure the lives of the participants in the salary continuation plan. As of September 30, 2003, the Bank has total purchased policies of $2,885 (total death benefit
6
CONSUMERS BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands, except per share amounts)
Note 1- continued
$9,576) with a cash surrender value of $3,743. As of June 30, 2003, the Bank
had total purchased policies of $2,885 (total death benefit $9,576) with a cash
surrender value of $3,701. The amount included in income (net of policy
commissions and mortality costs) was approximately $42 and $47 for the three
month periods ended September 30, 2003 and 2002.
Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the assets useful lives on an accelerated basis, except for building for which the straight-line basis is used.
Intangible Assets: Purchased intangible, core deposit value, is recorded at cost and amortized over the estimated life. Core deposit value amortization is straight-line over 12 years.
Other Real Estate Owned: Real estate properties, other than Company premises, acquired through, or in lieu of, loan foreclosure are initially recorded at fair value at the date of acquisition. Any reduction to fair value from the carrying value of the related loan at the time of acquisition is accounted for as a loan loss. After acquisition, a valuation allowance reduces the reported amount to the lower of the initial amount or fair value less costs to sell. Expenses, gains and losses on disposition, and changes in the valuation allowance are reported in other expenses. Properties held as other real estate owned at September 30, 2003 were $0 and $35 at June 30, 2003.
Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.
Profit Sharing Plan: The Company maintains a 401(k) profit sharing plan covering substantially all employees. Contributions are made and expensed annually.
Income Taxes: The Company files a consolidated federal income tax return. Income tax expense is the sum of the current-year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.
7
CONSUMERS BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands, except per share amounts)
Note 1- continued
Earnings and Dividends Declared per Share: Earnings per common share are
computed based on the weighted average common shares outstanding. The number
of outstanding shares used was 2,146,281 for the quarters ending September 30,
2002 and September 30, 2003. The Companys capital structure contains no
dilutive securities.
Statement of Cash Flows: For purpose of reporting cash flows, cash and cash equivalents include the Companys cash on hand and due from banks. The company reports net cash flows for customer loan, deposit and repurchase agreement transactions. For the three months ended September 30, 2003 and 2002, the Corporation paid $537 and $857 in interest and $15 and $75 in income taxes.
Note 2 Securities
Gross | Gross | ||||||||||||
Fair | Unrealized | Unrealized | |||||||||||
September 30, 2003 | Value | Gains | Losses | ||||||||||
Securities available for sale: |
|||||||||||||
U.S. Treasury and Federal agencies |
$ | 9,340 | $ | 87 | $ | (14 | ) | ||||||
Obligations of states and
political subdivisions |
3,816 | 122 | |||||||||||
Mortgage-backed securities |
13,929 | 199 | (64 | ) | |||||||||
Equity securities |
1,140 | 2 | |||||||||||
Total Securities |
$ | 28,225 | $ | 410 | $ | (78 | ) | ||||||
Gross | Gross | |||||||||||||
Fair | Unrealized | Unrealized | ||||||||||||
June 30, 2003 | Value | Gains | Losses | |||||||||||
Securities available for sale: |
||||||||||||||
U.S. Treasury and Federal agencies |
$ | 6,439 | $ | 111 | ||||||||||
Obligations of states and |
||||||||||||||
political subdivisions |
3,303 | 160 | ||||||||||||
Mortgage-backed securities |
14,238 | 184 | $ | (8 | ) | |||||||||
Equity securities |
1,133 | 3 | ||||||||||||
Total Securities |
$ | 25,113 | $ | 458 | $ | (8 | ) | |||||||
8
CONSUMERS BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands, except per share amounts)
Note 2 Securities available for sale
There were no sales or transfer of securities classified as available for sale
for the three month periods ended September 30, 2003 and September 30, 2002.
The estimated fair value of debt securities at September 30, 2003, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Estimated Fair | |||||
Value | |||||
Due in one year or less |
$ | 3,793 | |||
Due after one year through five years |
6,967 | ||||
Due after five years through ten years |
2,396 | ||||
Due after ten years |
|||||
Total |
13,156 | ||||
Mortgage-backed securities |
13,929 | ||||
Other securities |
1,140 | ||||
Total |
$ | 28,225 | |||
At September 30, 2003, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies and corporations, with an aggregate book value, which exceeds 10% of shareholders equity.
Note 3 Loans
Major classification loans are as follows:
September 30, 2003 | June 30, 2003 | |||||||
Real estate residential mortgage |
$ | 61,948 | $ | 57,497 | ||||
Real estate construction |
3,801 | 669 | ||||||
Commercial, financial and agriculture |
55,110 | 58,484 | ||||||
Consumer |
7,695 | 8,240 | ||||||
128,554 | 124,890 | |||||||
Unearned discount |
(1 | ) | ||||||
Deferred loan fees and costs |
(226 | ) | (229 | ) | ||||
Allowance for loan losses |
(1,671 | ) | (1,685 | ) | ||||
$ | 126,657 | $ | 122,975 | |||||
9
CONSUMERS BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands)
Note 3 Loans (continued)
September 30, | ||||||||
2003 | 2002 | |||||||
Loans past due over 90 days and still accruing |
$ | 1,657 | $ | 28 | ||||
Loans on non-accrual |
1,260 | 1,061 | ||||||
Impaired loans |
527 | 456 | ||||||
Amount of Allowance allocated |
134 |
Note 4 Allowance for Loan Losses
A summary of activity in the allowance for loan losses for the three months ended September 30, 2003, and September 30, 2002, are as follows:
2003 | 2002 | |||||||
Balance at June 30, |
$ | 1,685 | $ | 1,668 | ||||
Provision |
66 | 118 | ||||||
Charge-offs |
(100 | ) | (148 | ) | ||||
Recoveries |
20 | 58 | ||||||
Balance at September 30, |
$ | 1,671 | $ | 1,696 | ||||
10
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
General
The following is managements analysis of the Corporations results of operations as of and for the three month period ended September 30, 2003, compared to the same period in 2002, and the consolidated balance sheets at September 30, 2003 compared to June 30, 2003. This discussion is designed to provide a more comprehensive review of the operating results and financial condition than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected financial data included elsewhere in this report.
Business
Consumers Bancorp, Inc. (the Corporation), is a bank holding company under the Bank Holding Company Act of 1956, as amended, Incorporated under the laws of the State of Ohio, the Corporation owns all of the issued and outstanding capital stock of Consumers National Bank (the Bank), a bank chartered under the laws of the United States. On February 28, 1995, the Corporation acquired all of the common stock issued by the Bank. The Corporations activities have been limited primarily to holding the common shares of the Bank.
Serving the Minerva, Ohio area since 1965, the Banks main office is located at 614 E. Lincoln Way, Minerva, Ohio. The Banks business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its market area, consisting primarily of Stark, Columbiana, Carroll, and contiguous counties in Ohio. The Bank also invests in securities consisting of U.S. government and government agency obligations, municipal obligations, mortgage-backed securities and other securities.
The Bank owns 100% of Community Title Agency, Inc., a title agency company. The subsidiary accounts for less than 2% of the Corporations consolidated assets and business.
11
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Net Income. The Corporation earned net income of $525 for the three months ended September 30, 2003 compared to $642 for the three months ended September 30, 2002. This reduction was primarily due to decreases of $302 in net interest income offset by an increase in other income. Net income decreased $117 or 18.2% for the three months ended September 30, 2003 as compared to the comparable period in 2002.
Net Interest Income. Net interest income totaled $2,064 for the three months ended September 30, 2003 compared to $2,366 for the three months ended September 30, 2002, a decrease of $302 or 14.6%. The reduction of net interest income was primarily due to the decrease in loan and securities yields resulting from loan rewrites and mortgage-backed security prepayments.
Interest and fees on loans decreased $416, or 15.6%, to $2,311 for the three months ended September 30, 2003 from $2,727 for the three months ended September 30, 2002. The decrease in interest income was due to a decrease in yield. The yield on average loans outstanding for the three month periods ended September 30, 2003, and September 30, 2002 was 7.28% and 8.68% respectively.
Interest earned on taxable and tax-exempt securities totaled $199 for the three month period ended September 30, 2003 compared to $394 for the three month period ended September 30, 2002. The decrease was primarily a result of both a decrease in volume and yield. Interest income on federal funds sold decreased by $10 for the three months ended September 30, 2003, due to a decrease in both volume and yield.
The following table reflects the components of Consumers net interest income for the three months ended September 30, 2003 and 2002. Rates are computed on a tax equivalent basis and non-accrual loans have been included in the average balances.
12
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
Average Balance Sheets and Analysis of Net Interest Income for the Three Months Ended September 30
(In thousands except percentages)
2003 | 2002 | ||||||||||||||||||||||||
Average | Yield/ | Average | Yield/ | ||||||||||||||||||||||
Balance | Interest | rate | Balance | Interest | rate | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Interest-earning assets: |
|||||||||||||||||||||||||
Taxable securities |
$ | 23,423 | $ | 165 | 2.80 | % | $ | 29,239 | $ | 363 | 4.93 | % | |||||||||||||
Nontaxable securities |
3,515 | 52 | 5.87 | 3,103 | 48 | 6.14 | |||||||||||||||||||
Loans receivable |
126,166 | 2,314 | 7.28 | 124,749 | 2,730 | 8.68 | |||||||||||||||||||
Federal funds sold |
14,072 | 34 | .96 | 10,619 | 44 | 1.64 | |||||||||||||||||||
Total Interest-Earning Assets |
167,176 | 2,565 | 6.09 | 167,710 | 3,185 | 7.53 | |||||||||||||||||||
Non-interest Earning Assets |
15,688 | 15,936 | |||||||||||||||||||||||
Total Assets |
$ | 182,864 | $ | 183,646 | |||||||||||||||||||||
Interest Bearing Liabilities |
|||||||||||||||||||||||||
NOW |
$ | 13,205 | $ | 10 | .30 | % | $ | 13,216 | $ | 48 | 1.44 | % | |||||||||||||
Savings |
60,520 | 77 | .50 | 58,130 | 170 | 1.16 | |||||||||||||||||||
Time deposits |
49,702 | 367 | 2.93 | 56,562 | 524 | 3.68 | |||||||||||||||||||
Repurchase agreements |
5,294 | 14 | 1.05 | 4,612 | 23 | 1.98 | |||||||||||||||||||
FHLB advances |
814 | 9 | 4.39 | 2,137 | 34 | 6.31 | |||||||||||||||||||
Total interest bearing
liabilities |
129,535 | 477 | 1.46 | 134,657 | 799 | 2.35 | |||||||||||||||||||
Non-interest bearing
liabilities |
35,843 | 32,788 | |||||||||||||||||||||||
Total liabilities |
165,378 | 167,445 | |||||||||||||||||||||||
Shareholders equity |
$ | 17,486 | $ | 16,201 | |||||||||||||||||||||
Total liabilities and |
|||||||||||||||||||||||||
Shareholders equity |
$ | 182,864 | $ | 183,646 | |||||||||||||||||||||
Net interest income, interest |
|||||||||||||||||||||||||
Rate spread |
$ | 2,088 | 4.63 | % | $ | 2,386 | 5.18 | % | |||||||||||||||||
Net interest margin (net
interest |
|||||||||||||||||||||||||
As a percent of average |
|||||||||||||||||||||||||
Interest- |
|||||||||||||||||||||||||
Earning assets |
4.96 | % | 5.64 | % | |||||||||||||||||||||
Average interest-earning
assets to Interest-bearing
liabilities |
129.06 | % | 124.55 | % |
13
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Interest expense on deposits decreased $288, or 38.8% for the three months ended September 30, 2003 compared to the three months ended September 30, 2002. The decrease was a result of rate decreases on savings and time deposits.
Interest paid on FHLB Advances totaled $9 for the three months ended September 30, 2003 and compared to $34 for the three months ended September 30, 2002.
Provision for Loan Losses.
The provision for loan losses represents the charge to income necessary to
adjust the allowance for loan losses to an amount that represents managements
assessment of the estimated probable credit losses inherent in the
Corporations loan portfolio, which have been incurred at each balance sheet
date. The provision for loan losses decreased $52 or 44.1% to $66 in the first
quarter ended September 30, 2003 compared to $118 in the first quarter ended
September 30, 2002. The decreased provision for loan losses in the first
quarter was attributable to decline in net charge-offs. Net charge-offs were
$80 or 0.25% (annualized) of average loans during the three months ended
September 31, 2003, compared to $90 or 0.29% (annualized) for the same period
in 2002.
The decrease in net charge-offs in 2003 compared to 2002 is primarily attributed to a reduction of consumer lending at the Finance Company subsidiary and a tightening of consumer credit standards. Charge-offs have been made in accordance with the Corporations standard policy and have occurred primarily in the consumer loan portfolio.
September 30, | June 30, | September 30, | ||||||||||
2003 | 2003 | 2002 | ||||||||||
Allowance for credit losses
as a percentage of loans |
1.30 | % | 1.35 | % | 1.36 | % |
The allowance is comprised of a general allowance, a specific allowance for identified problem loans and an unallocated allowance. The general allowance is determined by applying estimated loss factors to the credit exposures from outstanding loans on a portfolio basis. Loss factors are based on Consumers historical loss experience and are reviewed for revision on an annual basis, along with other factors affecting the collectibility of the loan portfolio. Specific allowances are established for all criticized and classified loans, where management has determined that, due to identified significant conditions, the probability that a loss has been incurred. The unallocated allowance recognizes an estimation of risk associated with the allocated general and specific allowances and incorporates managements evaluation of existing conditions that are not included in the allocated allowance determinations. These conditions are reviewed quarterly by management and include general economic conditions, credit quality trends, and internal loan review and regulatory examination findings. On September 30, 2003, despite a 159.5% increase in non-performing assets from June 30, 2003 (see discussion non-performing assets) management considers the allowance adequate to absorb probable losses.
14
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Other Income. Other income includes service charges on deposits and other miscellaneous income. Other income of $614 for the three months ended September 30, 2003 represented an increase of $72, or 13.3% compared to the $542 of other income for the three months ended September 30, 2002. The increases were primarily due to volume increases in overdraft and non-sufficient funds fees attributable to an Overdraft Privilege program. Increased income has also been realized from the increase in cash surrender value of life insurance and title agency fees.
Other Expense. Other expense totaled $1,850 for the three months ended September 30, 2003 compared to $1,832 for the three months ended September 30, 2002, an increase of $18, or 1.0%.
Salary and benefits expense increased $22 or 2.4% for the three month period ended September 30, 2003 as compared to September 30, 2002. The increase is the result of normal annual merit increases and the addition of new personnel within corporate, compliance and loan operation areas. Occupancy expense increased $5 for the three month period ended September 30, 2003, as compared to September 30, 2002.
Income Tax Expense. The provision for income taxes totaled $237 for the three months ended September 30, 2003 compared to $316 for the three months ended September 30, 2002, a decrease of $79 or 25.0%. The effective tax rate was 31.1% and 33.0% for the three month periods ended September 30, 2003 and 2002 respectively.
Financial Condition
Total assets at September 30, 2003 were $182,565 compared to $182,067 at June
30, 2003, an increase of $498 or .3%. Loan receivables increased $3,668 from
$124,660 at June 30, 2003 to $128,328 at September 30, 2003. Consumer loan
totals decreased for the period while residential real estate loans increased
$4,451 or 7.7%, real estate construction loans increased $3,132 or 468.2%, and
commercial loans decreased $3,374 or 5.8%. The increase in residential real
estate loans from June 2003 resulted from approximately $3.5 million locally
generated owner occupied 1-4 family real estate mortgages being retained for
the banks portfolio during September 2003. These loans included variable rate
and ten through thirty year fixed rate maturities. Available for sale
securities have increased from $25,113 at June 30, 2003 to $28,225 at September
30, 2003, or 12.4%. The portfolio reflects an increase in short-maturity and
current cash flowing instruments. The duration of the investment portfolio was
3.1 years at September 30, 2003 as compared to 2.1 years at June 30, 2003 and
2.5 years at September 30, 2002. Federal funds sold have decreased $4,259
resulting from a reinvestment in loans and securities.
Total shareholders equity increased $274 from June 30, 2003, to $17,542 at September 30, 2003. This increase is a combination of net income for the period, offset by cash dividends paid and a decrease in value of available for sale securities.
15
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Non-Performing Assets
The following table presents the aggregate amounts of non-performing assets and respective ratios on the dates indicated.
September 30, | June 30, | September 30, | ||||||||||
2003 | 2003 | 2002 | ||||||||||
Non-accrual loans |
$ | 1,260 | $ | 1,050 | $ | 1,061 | ||||||
Loans past due over 90 days and
still accruing |
1,657 | 39 | 28 | |||||||||
Total non-performing loans |
2,917 | 1,089 | 1,089 | |||||||||
Other real estate owned |
0 | 35 | 12 | |||||||||
Total non-performing assets |
$ | 2,917 | $ | 1,124 | $ | 1,101 | ||||||
Non-performing loans to total
loans |
2.27 | % | .87 | % | .87 | % | ||||||
Allowance for credit losses to
total non-performing loans |
57.28 | 149.91 | 154.04 | |||||||||
Loans 90 days or more past due
and not on non-accrual to total
loans |
1.29 | .03 | .02 |
The continuing weaker economy was reflected as the allowance for loan losses as a percentage of non-performing loans for the first quarter ended September 30, 2003 decreased compared to the prior quarter ending June 30, 2003 as a result of non-performing loans increasing from $1,124 at June 30, 2003 to $2,917 at September 30, 2003.
On September 30, 2003, two (2) separate lines of credit totaling $1,298 became 92 days delinquent. Both credit facilities are secured by various mortgages on 1-4 family owner occupied real estate, farmland, 1-4 family rental units and income producing commercial property. Management believes that the prospects for recovery of all principal and interest are good. These loans are being closely monitored by management and the Board of Directors.
Liquidity
Management considers the asset position of the Corporation to be sufficiently
liquid to meet normal operating needs and conditions. The Corporations
earning assets are divided primarily between loans and investment securities,
with any excess funds placed in federal funds sold on a daily basis.
Management continually strives to obtain the best mix of loans and investments
to both maximize yield and insure the soundness of the portfolio, as well as to
provide funding for loan demand as needed.
The Corporation groups its loan portfolio into three major categories: commercial loans, real estate loans and consumer loans. Commercial loans are comprised of both variable rate notes
16
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Liquidity (continued)
subject to daily interest rate changes based on the prime rate, and fixed rate
notes having maturities of generally not greater than five years. Commercial
loans have declined recently, with outstanding balances down by $3,374 or 5.8%
since June 30, 2003. The Corporations real estate loan portfolio consists of
three basic segments: conventional mortgage loans having fixed rates and
maturities not exceeding fifteen years, variable rate home equity lines of
credit, and fixed rate loans having maturity or renewal dates that are less
than the scheduled amortization period. Competition is very heavy in the
Corporations market for these types of loans, both from local and national
lenders. The Bank became affiliated with third parties, which allow the Bank
to offer very attractive mortgage loan options to its customers.
The consumer loans offered by the Bank are generally written for periods up to five years, based on the nature of the collateral. These may be either installment loans having regular monthly payments, or demand type loans for short periods of time. Consumer loans have declined during the past year and quarter, as automobile loans have been affected by the auto manufacturers offerings of zero and highly discounted rates through their financing subsidiaries.
Funds not allocated to the Corporations loan portfolio are invested in various securities having diverse maturity schedules. The majority of the Corporations investments are held in U.S. Treasury securities or other securities issued by U.S. Government agencies, and to a lesser extent, investments in tax free municipal bonds. Net interest yields for the investment account were 3.20% and 5.04% respectively for the three month periods ended September 30, 2003 and September 30, 2002.
The Corporation offers several forms of deposit programs to its customers. The rates offered by the Corporation and the fees charged for them are competitive with others available currently in the market area. Short-term time deposit interest rates have decreased this period. Interest rates on demand deposits and savings deposits continue to decline and are at historical low levels.
To provide an additional source of loan funds, the Corporation has entered into an agreement with the Federal Home Loan Bank (FHLB) of Cincinnati to obtain matched funding for loans. Repayment is made either over a fifteen year period. At September 30, 2003, these FHLB balances totaled $800. The Corporation considers this agreement with the FHLB to be a good source of liquidity funding, secondary to its deposit base.
Jumbo time deposits (those with balances of $100 thousand and over) increased from $7,650 at June 30, 2003 to $7,688 at September 30, 2003. These deposits are monitored closely by the Corporation, priced on an individual basis, and often matched with a corresponding investment instrument. The Corporation has on occasion used a fee paid broker to obtain these types of funds from outside its normal service area as another alternative for its funding needs. These
17
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
deposits are not relied upon, as a primary source of funding however, and the Corporation can foresee no dependence on these types of deposits for the near term. Although management monitors interest rates on an ongoing basis, a quarterly rate sensitivity report is used to determine the effect of interest rate changes on the financial statements. In the opinion of management, enough assets or liabilities could be repriced over the near term (up to three years) to compensate for such changes. The spread on interest rates, or the difference between the average earning assets and the average interest bearing liabilities, is monitored quarterly. It is the Corporations goal to maintain this spread at better than 4.0%. The spread on a taxable equivalent basis for the three month periods ended September 30, 2003 and 2002 were 4.63% and 5.18%, respectively and for the fiscal year ended June 30, 2003 was 5.00%.
Capital Resources
The following table presents the capital ratios of Consumers Bancorp, Inc.
September 30, 2003 | June 30, 2003 | |||||||
Total adjusted average assets for
leverage ratio |
$ | 181,527 | $ | 180,965 | ||||
Risk-weighted assets and off-balance-
sheet financial instruments for
capital ratio |
117,735 | 113,926 | ||||||
Tier I capital |
15,986 | 15,587 | ||||||
Total risk-based capital |
17,455 | 17,014 | ||||||
Leverage Ratio |
8.8 | % | 8.6 | % | ||||
Tier I capital ratio |
13.6 | 13.7 | ||||||
Total capital ratio |
14.8 | 14.9 |
(Dollars in thousands, except per share data)
Capital ratios applicable to Consumers National Bank at September 30, 2003 were as follows:
Total | |||||||||||||
Tier I | Risk-based | ||||||||||||
Leverage | Capital | Capital | |||||||||||
Regulatory Capital Requirements |
|||||||||||||
Minimum |
4.0 | % | 4.0 | % | 8.0 | % | |||||||
Well-capitalized |
5.0 | 6.0 | 10.0 | ||||||||||
Bank Subsidiary |
|||||||||||||
Consumers National Bank |
8.7 | 13.5 | 14.7 |
The Company and subsidiary Bank are subject to various regulatory capital requirements administered by federal regulatory agencies. Capital adequacy guidelines and prompt corrective-action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Failure to meet various capital requirements can initiate regulatory action that could have a direct material affect on the Companys financial statements. The Bank is considered well capitalized under the Federal Deposit Insurance Act at September 30, 2003. Management is not aware of any matters occurring subsequent to September 30, 2003 that would cause the Banks capital category to change.
18
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Forward Looking Statements
When used in this discussion or future filings by the Corporation with the
Securities and Exchange Commission, or other public or shareholder
communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases will likely
result, are expected to, will continue, is anticipated, estimate,
project, believe or similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Corporation wishes to caution readers not
to place undue reliance on any such forward-looking statements, which speak
only as of the date made, and to advise readers that various factors, including
regional and national economic conditions, changed in levels of market interest
rates, credit risks of lending activities and competitive and regulatory
factors, could affect the Corporations financial performance and could cause
the Corporations actual results for future periods to differ materially from
those anticipated or projected.
The Corporation is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on its liquidity, capital resources or operations except as discussed herein. The Corporation is not aware of any current recommendations by regulatory authorities, which would have such effect if implemented.
Newly Issued Accounting Standard:
The Financial Accounting Standards Board FASB issued two new accounting
standards, Statement No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities and Statement No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equities, both of which became effective in the quarter beginning July 1,
2003. Because the Corporation does not have any of these instruments the new
accounting standards will not materially affect the Corporations operating
results or financial condition.
New accounting standards on asset retirement obligations, restructuring activities and exit costs, operating leases, and early extinguishments of debt were issued in 2002. The new accounting standards were adopted in 2003 and do not have a material impact on the Corporations financial condition or results of operations.
In December 2002, FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a guarantor to make additional disclosures in its interim and annual financial statements regarding the guarantors obligations. In addition, FIN 45 requires, under certain circumstances, that a guarantor recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken when issuing the guarantee. The adoption of this interpretation did not have a material impact on the Corporation.
In January 2003, the FASB issued Interpretation No. 46 Consolidation of Variable Interest Entities which requires the consolidation of certain special purposes entities (SPEs) by a company if it determined to be the primary beneficiary of the SPEs operating activities. The adoption of this interpretation did not have a material impact on the Corporation.
19
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Critical Accounting Policies
The financial condition and results of operations for Consumers presented in
the Consolidated Financial Statements, accompanying notes to the Consolidated
Financial Statements and managements discussion and analysis are, to a large
degree, dependent upon the Companys accounting policies. The selection and
application of these accounting policies involve judgments, estimates and
uncertainties that are susceptible to change.
Footnote one (Allowance for Loan Losses), footnote three (Loans) and Management Discussion and Analysis of Financial Condition and Results from Operation (Critical Accounting Policies and Allowance for Estimated Losses) of the 2003 Annual Report and Form 10-K provide detail with regard to the Corporations accounting for the allowance for loans losses. There have been no significant changes in the application of accounting policies since June 30, 2003.
Quantitative and Qualitative Disclosures about Market Risk
The Bank measures interest-rate risk from the perspectives of earnings at risk
and value at risk. The primary purpose of both the loan and investment
portfolios is the generation of income, but if credit risk is the principal
focus of risk analysis in the loan portfolio, interest-rate risk is the
principal focus in the investment portfolio. Because of the greater liquidity
of the investment portfolio, it is the vehicle for managing interest-rate risk
in the entire balance sheet. The Bank manages interest rate risk position
using simulation analysis of net interest income and net income over a two-year
period. The Bank also calculates the effect of an instantaneous change in
market interest rates on the economic value of equity or net portfolio value.
Once these analyses are complete, management reviews the results, with an
emphasis on the income-simulation results for purposes of managing
interest-rate risk. The rate sensitivity position is managed to avoid wide
swings in net interest margins. Measurement and identification of current and
potential interest rate risk exposures is conducted quarterly, with reporting
and
20
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk (continued)
monitoring also occurring quarterly. The Bank applies interest rate shocks to
its financial instruments up and down 50, 100, 150, and 200 basis points.
The following table presents an analysis of the potential sensitivity of the Banks annual net interest income and present value of the Banks financial instruments to sudden and sustained increase of 200 basis points and 100 basis points decrease change in market interest rates:
Maximum Change | ||||||||
2004 | Guidelines | |||||||
One Year Net interest Income Change |
||||||||
+200 Basis Points |
0 | % | (16 | )% | ||||
-100 Basis Points |
0 | % | (16 | )% | ||||
Net Present Value of Equity Change |
||||||||
+200 Basis Points |
(19 | )% | (20 | )% | ||||
-100 Basis Points |
9 | % | (20 | )% |
The projected volatility of net interest income to a +200 and -100 basis points change for all quarterly models during 2002 and 2003 fall within the Board of Directors guidelines for net interest income change. Net present value of equity change value at risk is monitored by Management and has been addressed by reducing the maturity within the investment portfolio as consumers reduced time maturities within the deposit portfolio.
Item 4 Controls and Procedures
An
evaluation was carried out under the supervision and with the participation of
the Companys management, including the Chief Executive Officer
and the Chief
Financial Officer, of the effectiveness of the Companys disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14(c) under the Securities
Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer
and the Chief Financial Officer have concluded that, as of September
30, 2003, the Companys disclosure
controls and procedures are, to the best of their knowledge, effective to ensure
that information required to be disclosed by Consumers Bancorp, Inc. 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 the Chief Financial officer have
concluded that there are no significant changes in the Companys internal
controls or in other factors that could significantly affect its internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
21
PART II OTHER INFORMATION
Item 1 Legal Proceedings
There is no pending litigation, other than routine litigation incidental to the business of the Corporation and its affiliate, of a material nature involving or naming the Corporation or its affiliate as a defendant. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of the Corporation is a party or has a material interest which is adverse to the Corporation or its affiliate. None of the routine litigation in which the Corporation or its affiliate are involved is expected to have a material adverse effect upon the financial position or results of operations of the Corporation or its affiliate. |
Item 2 Changes in Securities
Not
Applicable.
Item 3 Defaults Upon Senior Securities
Not
Applicable
Item 4 Shareholders Meeting
Not
Applicable
Item 5 Other Information
Not
Applicable
Item 6 Exhibits and Reports on Form 8-K
A. | Exhibits | |
Exhibit 11 Statement regarding Computation of Per Share Earnings (included in Note 1 to the Consolidated Financial Statements). | ||
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | ||
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | ||
Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 10 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | ||
Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 10 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | ||
B. | Reports on Form 8-K Consumers Bancorp Inc. filed no reports on Form 8-K during the quarter ended September 30, 2003. |
22
Consumers Bancorp, Inc.
10-Q
CONSUMERS BANCORP, INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONSUMERS BANCORP, INC. (Registrant) |
||
Date: November 12, 2003 |
/s/ Steven L. Muckley Steven L. Muckley Chief Executive Officer |
|
Date: November 12, 2003 |
/s/ Paula J. Meiler Paula J. Meiler Chief Financial Officer |
23