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 March 31, 2005
Commission File No. 033-79130
CONSUMERS BANCORP, INC.
(Exact name of registrant as specified in its charter)
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 | 44657 | |
(Address of principal executive offices) | (Zip Code) |
(330) 868-7701
(Issuers telephone number)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
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 May 1, 2005 | |
2,143,444 Common Shares |
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
Part I Financial Information
Page Number (s) | ||
Item 1 Financial Statements (Unaudited) |
||
Interim financial information required by Rule 10-01 of Regulation S-X is included in this Form 10-Q as referenced below: | ||
1 | ||
Consolidated Statements of Income |
2 | |
3 | ||
Condensed Consolidated Statements of Cash Flows |
4 | |
5-8 | ||
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations |
9-18 | |
Item 3 Quantitative and Qualitative Disclosures about Market Risk |
19 | |
Item 4 Controls and Procedures |
20 | |
Part II Other | ||
Item 1 Legal Proceedings |
21 | |
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds |
21 | |
Item 3 Defaults upon Senior Securities |
21 | |
Item 4 Submission of Matters to a Vote of Security Holders |
21 | |
Item 5 Other Information |
21 | |
Item 6 Exhibits |
21 | |
22 |
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)
Unaudited March 31, 2005 |
June 30, 2004 |
|||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 4,451 | $ | 5,229 | ||||
Federal funds sold |
| 210 | ||||||
Securities, available for sale |
25,948 | 30,141 | ||||||
Federal Home Loan Bank stock, at cost |
902 | 865 | ||||||
Total loans |
147,920 | 140,145 | ||||||
Less allowance for loan losses |
(1,473 | ) | (1,753 | ) | ||||
Net Loans |
146,447 | 138,392 | ||||||
Cash surrender value of life insurance |
3,978 | 3,842 | ||||||
Premises and equipment, net |
4,244 | 4,621 | ||||||
Intangible assets |
1,095 | 1,216 | ||||||
Other real estate owned |
603 | 585 | ||||||
Accrued interest receivable and other assets |
1,415 | 1,136 | ||||||
Total assets |
$ | 189,083 | $ | 186,237 | ||||
LIABILITIES |
||||||||
Deposits |
||||||||
Non-interest bearing demand |
$ | 37,524 | $ | 36,398 | ||||
Interest bearing demand |
12,639 | 15,869 | ||||||
Savings |
57,312 | 60,878 | ||||||
Time |
46,810 | 41,623 | ||||||
Total deposits |
154,285 | 154,768 | ||||||
Short-term borrowings |
12,271 | 9,456 | ||||||
Long-term borrowings |
2,462 | 2,757 | ||||||
Accrued interest and other liabilities |
963 | 1,146 | ||||||
Total liabilities |
169,981 | 168,127 | ||||||
SHAREHOLDERS EQUITY |
||||||||
Common stock (no par value, 2,500,000 shares authorized; 2,160,000 issued) |
4,869 | 4,869 | ||||||
Retained earnings |
14,758 | 13,658 | ||||||
Treasury stock, at cost (16,556 shares at March 31, 2005 and 13,719 shares at June 30, 2004) |
(256 | ) | (204 | ) | ||||
Accumulated other comprehensive loss |
(269 | ) | (213 | ) | ||||
Total shareholders equity |
19,102 | 18,110 | ||||||
Total liabilities and shareholders equity |
$ | 189,083 | $ | 186,237 | ||||
See accompanying notes to consolidated financial statements
1
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months ended March 31, |
Nine Months ended March 31, | |||||||||||
2005 |
2004 |
2005 |
2004 | |||||||||
Interest income |
||||||||||||
Loans, including fees |
$ | 2,283 | $ | 2,182 | $ | 6,918 | $ | 6,734 | ||||
Securities |
||||||||||||
Taxable |
234 | 266 | 731 | 677 | ||||||||
Tax-exempt |
34 | 35 | 111 | 104 | ||||||||
Federal funds sold |
| 5 | 3 | 51 | ||||||||
Total interest income |
2,551 | 2,488 | 7,763 | 7,566 | ||||||||
Interest expense |
||||||||||||
Deposits |
326 | 307 | 947 | 1,106 | ||||||||
Short-term borrowings |
78 | 13 | 119 | 40 | ||||||||
Long-term borrowings |
25 | 16 | 80 | 48 | ||||||||
Total interest expense |
429 | 336 | 1,146 | 1,194 | ||||||||
Net interest income |
2,122 | 2,152 | 6,617 | 6,372 | ||||||||
Provision for loan losses |
56 | 75 | 77 | 340 | ||||||||
Net interest income after Provision for loan losses |
2,066 | 2,077 | 6,540 | 6,032 | ||||||||
Non-interest income |
||||||||||||
Service charges on deposit accounts |
334 | 359 | 1,168 | 1,155 | ||||||||
Gain on sale of securities |
31 | | 66 | | ||||||||
Other |
179 | 158 | 501 | 543 | ||||||||
Total non-interest income |
544 | 517 | 1,735 | 1,698 | ||||||||
Non-interest expenses |
||||||||||||
Salaries and employee benefits |
991 | 922 | 2,912 | 2,909 | ||||||||
Occupancy |
258 | 306 | 823 | 892 | ||||||||
Directors fees |
39 | 38 | 107 | 100 | ||||||||
Professional fees |
85 | 52 | 343 | 200 | ||||||||
Franchise taxes |
54 | 54 | 162 | 162 | ||||||||
Printing and supplies |
29 | 38 | 124 | 117 | ||||||||
Telephone |
53 | 48 | 149 | 148 | ||||||||
Amortization of intangible |
40 | 40 | 121 | 120 | ||||||||
Other |
422 | 375 | 1,125 | 1,073 | ||||||||
Total non-interest expenses |
1,971 | 1,873 | 5,866 | 5,721 | ||||||||
Income before income taxes |
639 | 721 | 2,409 | 2,009 | ||||||||
Income tax expense |
195 | 220 | 730 | 603 | ||||||||
Net Income |
$ | 444 | $ | 501 | $ | 1,679 | $ | 1,406 | ||||
Basic earnings per share |
$ | 0.21 | $ | 0.23 | $ | 0.78 | $ | 0.65 |
See accompanying notes to consolidated financial statements
2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
(Dollars in thousands, except per share data)
Three Months ended March 31, |
Nine Months ended March 31, |
|||||||||||||||
2005 |
2004 |
2005 |
2004 |
|||||||||||||
Balance at beginning of period |
$ | 19,178 | $ | 17,742 | $ | 18,110 | $ | 17,268 | ||||||||
Comprehensive income |
||||||||||||||||
Net Income |
444 | 501 | 1,679 | 1,406 | ||||||||||||
Other comprehensive income (loss) |
(275 | ) | 106 | (56 | ) | 19 | ||||||||||
Total comprehensive income |
169 | 607 | 1,623 | 1,425 | ||||||||||||
Purchase of treasury stock |
(52 | ) | | (52 | ) | | ||||||||||
Common cash dividends |
(193 | ) | (193 | ) | (579 | ) | (537 | ) | ||||||||
Balance at the end of the period |
$ | 19,102 | $ | 18,156 | $ | 19,102 | $ | 18,156 | ||||||||
Common cash dividends per share |
$ | 0.09 | $ | 0.09 | $ | 0.27 | $ | 0.25 |
See accompanying notes to consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended March 31, |
||||||||
2005 |
2004 |
|||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 1,679 | $ | 1,406 | ||||
Adjustments to reconcile net income to net cash from operating activities |
(19 | ) | 767 | |||||
Net cash from operating activities |
1,660 | 2,173 | ||||||
Cash flow from investing activities |
||||||||
Securities available for sale |
||||||||
Purchases |
(2,551 | ) | (18,331 | ) | ||||
Maturities and principal pay downs |
4,093 | 12,946 | ||||||
Proceeds from sales of securities |
2,536 | | ||||||
Net decrease in federal funds sold |
210 | 6,746 | ||||||
Net increase in loans |
(8,577 | ) | (10,317 | ) | ||||
Acquisition of premises and equipment |
(149 | ) | (118 | ) | ||||
Disposal of premises and equipment |
56 | | ||||||
Sale of other real estate owned |
538 | 79 | ||||||
Net cash from investing activities |
(3,844 | ) | (8,995 | ) | ||||
Cash flow from financing activities |
||||||||
Net increase (decrease) in deposit accounts |
(483 | ) | 633 | |||||
Net change in short-term borrowings |
2,815 | 1,142 | ||||||
Proceeds from long-term borrowings |
| 2,050 | ||||||
Repayments of long-term borrowings |
(295 | ) | (67 | ) | ||||
Purchase of treasury stock |
(52 | ) | | |||||
Dividends paid |
(579 | ) | (537 | ) | ||||
Net cash from financing activities |
1,406 | 3,221 | ||||||
Decrease in cash or cash equivalents |
(778 | ) | (3,601 | ) | ||||
Cash and cash equivalents, beginning of year |
5,229 | 8,465 | ||||||
Cash and cash equivalents, end of period |
$ | 4,451 | $ | 4,864 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid during the year: |
||||||||
Interest |
$ | 1,106 | $ | 1,358 | ||||
Federal income taxes |
920 | 605 | ||||||
Non-cash items: |
||||||||
Transfer from loans to repossessed assets |
$ | 445 | |
See accompanying notes to consolidated financial statements.
4
Notes to the Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except per share amounts)
Note 1 Summary of Significant Accounting Policies:
Basis of Presentation:
The consolidated financial statements for interim periods are unaudited and reflect all adjustments (consisting of only normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the financial position and results of operations and cash flows for the periods presented. The unaudited financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Consumers Bancorp, Inc.s Annual Report for the year ended June 30, 2004. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.
The consolidated financial statements include the accounts of Consumers Bancorp, Inc. (the Corporation) and its wholly owned subsidiary, Consumers National Bank (the Bank). All significant inter-company transactions and accounts have been eliminated in consolidation.
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.
Earnings and Dividends Declared per Share: Earnings per common share are computed based on the weighted average common shares outstanding. The weighted average number of outstanding shares was 2,145,708 and 2,146,281 for the quarters ended March 31, 2005 and 2004, respectively. The weighted average number of outstanding shares was 2,146,093 and 2,146,281 for the nine months ended March 31, 2005 and 2004, respectively. The Corporations capital structure contains no dilutive securities.
Newly Issued But Not Yet Effective Accounting Standards:
The Emerging Issues Task Force (EITF) Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, contains accounting guidance regarding other-than-temporary impairment on securities that was to take effect for the quarter ended December 31, 2004. However, the effective date of portions of this guidance has been delayed, and more interpretive guidance is to be issued in the near future. The effect of this new and pending guidance on the Companys financial statements is not known, but it is possible this guidance could change managements assessment of other-than-temporary impairment in future periods.
5
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. There will be no significant effect on the financial position upon adoption since the Corporation does not have stock options. FAS 153 modifies an exception from fair value measurement of nonmonetary exchanges. Exchanges that are not expected to result in significant changes in cash flows of the reporting entity are not measured at fair value. This supersedes the prior exemption from fair value measurement for exchanges of similar productive assets, and applies for fiscal years beginning after June 15, 2005. The effect on the Corporations financial position and results of operations is not expected to be material upon and after adoption.
SOP 03-3 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made. The effect on the Corporations financial position and results of operations is not expected to be material upon and after adoption.
Note 2 Securities
March 31, 2005
|
Fair Value |
Gross Gains |
Gross Unrealized Losses |
|||||||
Securities available for sale: |
||||||||||
U.S. Treasury |
$ | 991 | $ | | $ | (7 | ) | |||
Agencies |
5,111 | | (126 | ) | ||||||
Obligations of states and political subdivisions |
3,687 | 50 | (7 | ) | ||||||
Mortgagebacked securities |
16,005 | 25 | (342 | ) | ||||||
Equity securities |
154 | | | |||||||
Total Securities |
$ | 25,948 | $ | 75 | $ | (482 | ) | |||
June 30, 2004
|
Fair Value |
Gross Gains |
Gross Unrealized Losses |
|||||||
Securities available for sale: |
||||||||||
U.S. Treasury |
$ | 992 | $ | | $ | (5 | ) | |||
Agencies |
5,702 | 21 | (94 | ) | ||||||
Obligations of states and political subdivisions |
3,680 | 61 | (36 | ) | ||||||
Mortgagebacked securities |
19,422 | 92 | (408 | ) | ||||||
Equity securities |
345 | 46 | | |||||||
Total Securities |
$ | 30,141 | $ | 220 | $ | (543 | ) | |||
6
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
Sales of available for sale securities were as follows:
Nine Months Ended March 31, 2005 |
Nine Months Ended March 31, 2004 | |||||
Proceeds |
$ | 2,536 | $ | | ||
Gross gains |
66 | |
The estimated fair value of securities at March 31, 2005, 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 |
$ | 1,108 | |
Due after one year through five years |
6,903 | ||
Due after five years through ten years |
1,575 | ||
Due after ten years |
203 | ||
Total |
9,789 | ||
Mortgage-backed securities |
16,005 | ||
Equity securities |
154 | ||
Total |
$ | 25,948 | |
At March 31, 2005, 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. Unrealized losses on securities that have been in a continuous loss position for 12 months or more were immaterial at March 31, 2005.
7
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
Note 3 Loans
Major classifications of loans were as follows:
March 31, 2005 |
June 30, 2004 | |||||
Real estate residential mortgage |
$ | 63,293 | $ | 65,242 | ||
Real estate construction |
4,285 | 3,945 | ||||
Commercial, financial and agriculture |
73,268 | 64,362 | ||||
Consumer |
7,074 | 6,596 | ||||
Total Loans |
$ | 147,920 | $ | 140,145 | ||
March 31, 2005 |
June 30, 2004 |
March 31, 2004 | |||||||
Loans past due over 90 days and still accruing |
$ | 342 | $ | 178 | $ | 327 | |||
Loans on non-accrual |
1,643 | 2,092 | 2,511 | ||||||
Impaired loans |
1,099 | 797 | 812 | ||||||
Amount of allowance allocated to impaired loans |
233 | 147 | 148 |
Impaired loans of $892, $797 and $812 as of March 31, 2005, June 30, 2004 and March 31, 2004, respectively, were included in non-accrual loans.
Note 4 - Allowance for Loan Losses
A summary of activity in the allowance for loan losses for the nine months ended March 31, 2005, and 2004, were as follows:
Nine months ended March 31, |
||||||||
2005 |
2004 |
|||||||
Beginning of period |
$ | 1,753 | $ | 1,685 | ||||
Provision |
77 | 340 | ||||||
Charge-offs |
(467 | ) | (379 | ) | ||||
Recoveries |
110 | 118 | ||||||
Balance at March 31, |
$ | 1,473 | $ | 1,764 | ||||
8
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Overview
Consumers Bancorp, Inc., a bank holding company incorporated under the laws of the State of Ohio, owns all of the issued and outstanding common shares of Consumers National Bank, a bank chartered under the laws of the United States of America. The Corporations activities have been limited primarily to holding the common shares of the Bank. 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, Columbia, Carroll and contiguous counties in Ohio. The Bank also invests in securities consisting primarily of U.S. government and government agency obligations, municipal obligations, mortgage-backed securities and other securities.
General
The following is managements analysis of the Corporations results of operations for the three month and nine month periods ended March 31, 2005, compared to the same period in 2004, and the consolidated balance sheets at March 31, 2005 compared to June 30, 2004. 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.
Forward-Looking Statements
When used in this report (including information incorporated by reference in this report), 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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Corporations control, and could cause actual results to differ materially from those described in such statements. Any such forward-looking statements are made only as of the date of this report or the respective dates of the relevant incorporated documents, as the case may be, and, except as required by law, the Corporation undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Various factors, including regional and national economic conditions, changes 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 risks and uncertainties identified above are not the only risks the Corporation faces. Additional risks and uncertainties not presently known to the Corporation or that the Corporation currently believes to be immaterial also may adversely affect the
9
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Corporation. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on the Corporations business, financial condition and results of operations.
Results of Operations
Three and Nine Months Ended March 31, 2005 and 2004
Net Income
Net income was $444 for the third fiscal quarter of 2005, a decrease of $57 compared to the third fiscal quarter of 2004 net income of $501. Earnings per common share for the third fiscal quarter of 2005 was $0.21 as compared to $0.23 for the third fiscal quarter of 2004.
Net income was $1,679 for the nine month period ended March 31, 2005, an increase of $273 compared to the same period last year. Earnings per common share for the nine month period ended March 31, 2005 was $0.78 as compared to $0.65 for the same period last year.
Return on average equity (ROE) and return on average assets (ROA) were 9.32% and 0.94%, respectively, for the third fiscal quarter of 2005 compared to 11.20% and 1.11%, respectively, for the third fiscal quarter of 2004.
ROE and ROA were 11.77% and 1.18%, respectively, for the nine month period ended March 31, 2005 compared to 10.53% and 1.03%, respectively, for the same period ended March 31, 2004.
The $273 increase in net income for the nine month period ended March 31, 2005 resulted from an increase in net interest income, and a $263 decrease in the provision for loan losses from the same period in 2004. The decreased provision for loan losses for the nine month period ended March 31, 2005 resulted primarily from managements review of the allowance for loan losses to reflect the reduced risk within the loan portfolio. Also, a majority of the charge-offs for the nine months ended March 31, 2005 were isolated to a single borrower and were specifically allocated for within the allowance for loan loss in a prior period when the probable loss had been identified.
With a change in management, the credit quality of the loan portfolio continues to improve due to a more thorough credit analysis of customers being completed. Also, in late 2002 the Company exited the sub-prime consumer lending market and as the sub-prime loans have paid down they have been replaced with higher credit quality loans primarily secured by real estate. The growth in the loan portfolio has mainly been within commercial loans secured by real estate. Additional personnel and systems have been added to analyze the commercial loan portfolio in order to take advantage of the growth opportunities and to manage the risk profile of the portfolio. The general reserves on the homogeneous loan pools within the allowance for loan losses calculation reflect these shifts within the portfolio. The provision for loan losses was considered sufficient by management for maintaining an appropriate allowance for loan losses.
10
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Net Interest Income
Net interest income, the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the largest component of the Corporations earnings. Net interest income is affected by changes in the volumes, rates and composition of interest-earning assets and interest-bearing liabilities. Net interest margin is calculated by dividing net interest income on a fully tax equivalent basis (FTE) by total interest-earning assets. FTE income includes tax-exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. All average balances are daily average balances. Non-accruing loans are included in average loan balances.
The Corporations net interest margin for the three months ended March 31, 2005 was 4.95%, compared to 5.23% for the same period last year. Net interest income for the three months ended March 31, 2005 decreased by $30, or 1.4%, to $2,122 from $2,152 for the same period in 2004. The decline in the net interest margin and net interest income was primarily due to the Corporations yield on average interest-earning assets declining to 5.93% for the three months ended March 31, 2005 from 6.03% for the comparable year ago period combined with an increase in cost of funds from 1.06% for the three months ended March 31, 2004 to 1.32% for the same period in 2005. The decrease in the yield on average interest-earning assets was primarily impacted by sustained lower market rates throughout 2003 and the first six months of 2004. As a result of the lower market rates, a large portion of the loan portfolio automatically repriced or borrowers chose to refinance to lower rates. The decline in net interest income for the three months ended March 31, 2005 was partially offset by a higher level of interest-earning assets as compared to the same period in 2004.
The Corporations net interest margin for the nine months ended March 31, 2005 was 5.10%, compared to 5.14% for the same period last year. Net interest income for the nine months ended March 31, 2005 was $6,617, an increase of $245, or 3.8%, from $6,372 for the same period in 2004. The increase in net interest income was primarily attributable to a $7,718 increase in interest-earning assets and due to a 7 basis point decline in the cost of interest-bearing liabilities.
11
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 March 31,
(In thousands, except percentages)
2005 |
2004 |
|||||||||||||||||||
Average Balance |
Interest |
Yield/ rate |
Average Balance |
Interest |
Yield/ rate |
|||||||||||||||
Interest-earning assets: |
||||||||||||||||||||
Taxable securities |
$ | 24,174 | $ | 234 | 3.93 | % | $ | 27,705 | $ | 266 | 3.86 | % | ||||||||
Nontaxable securities (1) |
3,744 | 53 | 5.74 | 3,756 | 54 | 5.71 | ||||||||||||||
Loans receivable (1) |
148,049 | 2,288 | 6.27 | 133,142 | 2,186 | 6.58 | ||||||||||||||
Federal funds sold |
| | | 2,494 | 5 | 0.80 | ||||||||||||||
Total interest-earning assets |
175,967 | 2,575 | 5.93 | 167,097 | 2,511 | 6.03 | ||||||||||||||
Noninterest-earning assets |
15,025 | 14,765 | ||||||||||||||||||
Total Assets |
$ | 190,992 | $ | 181,862 | ||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||
NOW |
$ | 13,051 | $ | 12 | 0.37 | % | $ | 13,357 | $ | 15 | 0.44 | % | ||||||||
Savings |
58,176 | 56 | 0.39 | 61,310 | 60 | 0.39 | ||||||||||||||
Time deposits |
45,543 | 258 | 2.30 | 45,629 | 233 | 2.05 | ||||||||||||||
Short-term borrowings |
12,032 | 78 | 2.63 | 4,793 | 12 | 1.01 | ||||||||||||||
Long-term borrowings |
2,549 | 25 | 3.98 | 1,125 | 13 | 4.77 | ||||||||||||||
Total interest-bearing liabilities |
131,351 | 429 | 1.32 | % | 126,414 | 333 | 1.06 | % | ||||||||||||
Noninterest-bearing liabilities: |
||||||||||||||||||||
Noninterest-bearing checking accounts |
39,207 | 36,000 | ||||||||||||||||||
Other liabilities |
1,113 | 1,463 | ||||||||||||||||||
Total liabilities |
171,671 | 163,877 | ||||||||||||||||||
Shareholders equity |
19,321 | 17,985 | ||||||||||||||||||
Total liabilities and shareholders equity |
$ | 190,992 | $ | 181,862 | ||||||||||||||||
Net interest income, interest rate spread (1) |
$ | 2,146 | 4.61 | % | $ | 2,178 | 4.97 | % | ||||||||||||
Net interest margin (net interest as a percent of average interest-earning assets (1) |
4.95 | % | 5.23 | % | ||||||||||||||||
Average interest-earning assets to interest-bearing liabilities |
133.97 | % | 132.18 | % |
(1) | calculated on a fully taxable equivalent basis |
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 Nine Months Ended March 31,
(In thousands, except percentages)
2005 |
2004 |
|||||||||||||||||||
Average Balance |
Interest |
Yield/ rate |
Average Balance |
Interest |
Yield/ rate |
|||||||||||||||
Interest-earning assets: |
||||||||||||||||||||
Taxable securities |
$ | 25,462 | $ | 731 | 3.82 | % | $ | 26,275 | $ | 677 | 3.43 | % | ||||||||
Nontaxable securities (1) |
3,799 | 168 | 5.89 | 3,685 | 159 | 5.74 | ||||||||||||||
Loans receivable (1) |
145,184 | 6,933 | 6.36 | 129,734 | 6,744 | 6.92 | ||||||||||||||
Federal funds sold |
261 | 3 | 1.53 | 7,294 | 51 | 0.93 | ||||||||||||||
Total interest-earning assets |
174,706 | 7,835 | 5.97 | 166,988 | 7,631 | 6.08 | ||||||||||||||
Noninterest-earning assets |
14,984 | 15,146 | ||||||||||||||||||
Total Assets |
$ | 189,690 | $ | 182,134 | ||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||
NOW |
$ | 14,643 | $ | 64 | 0.58 | % | $ | 13,358 | $ | 37 | 0.37 | % | ||||||||
Savings |
59,066 | 171 | 0.39 | 60,911 | 199 | 0.44 | ||||||||||||||
Time deposits |
44,443 | 712 | 2.13 | 46,862 | 870 | 2.47 | ||||||||||||||
Short-term borrowings |
6,141 | 119 | 1.69 | 5,181 | 40 | 1.03 | ||||||||||||||
Long-term borrowings |
5,857 | 80 | 4.04 | 909 | 40 | 5.91 | ||||||||||||||
Total interest-bearing liabilities |
130,150 | 1,146 | 1.17 | % | 127,221 | 1,186 | 1.24 | % | ||||||||||||
Noninterest-bearing liabilities: |
||||||||||||||||||||
Noninterest-bearing checking accounts |
39,317 | 35,607 | ||||||||||||||||||
Other liabilities |
1,220 | 1,542 | ||||||||||||||||||
Total liabilities |
170,687 | 164,370 | ||||||||||||||||||
Shareholders equity |
19,003 | 17,764 | ||||||||||||||||||
Total liabilities and shareholders equity |
$ | 189,690 | $ | 182,134 | ||||||||||||||||
Net interest income, interest rate spread (1) |
$ | 6,689 | 4.80 | % | $ | 6,445 | 4.84 | % | ||||||||||||
Net interest margin (net interest as a percent of average interest-earning assets (1) |
5.10 | % | 5.14 | % | ||||||||||||||||
Average interest-earning assets to interest-bearing liabilities |
134.23 | % | 131.26 | % |
(1) | calculated on a fully taxable equivalent basis |
13
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
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 Banks loan portfolio, which have been incurred at each balance sheet date. The provision for loan losses decreased $263, or 77.4%, to $77 for the nine month period ended March 31, 2005 compared to $340 for the same period last year. The decreased provision for loan losses for the nine month period ended March 31, 2005 resulted from a review of the allowance for loan losses and a review of non-performing loans. Non-performing loans as a percentage of total loans declined from 2.12% as of March 31, 2004 to 1.34% as of March 31, 2005. Net charge-offs were $357 during the nine months ended March 31, 2005, compared to $261 for the same period last year. A majority of the charge-offs for the nine months ended March 31, 2005 were isolated to a single borrower and were specifically allocated for within the allowance for loan loss in a prior period when the probable loss had been identified.
Non-Interest Income
Non-interest income increased 5.2% during the third fiscal quarter of 2005, up $27 compared to the same quarter last year. The third fiscal quarter of 2005 included gains on the sale of securities of $31. Within non-interest income, other income increased by 13.3% during the third fiscal quarter of 2005, up $21 compared to the same quarter last year. Other income included a gain of $111 from the sale of other real estate acquired through loan foreclosures, which was offset by a $60 expense on the write down of a building in anticipation of its disposal. A new building is being constructed for the Banks Hanoverton branch. Once the new building is complete, the existing structure will be disposed of.
Non-interest income was $1,735 for the nine months ended March 31, 2005, increasing 2.2% from $1,698 during the same period last year.
Non-Interest Expense
Non-interest expense increased 5.2%, to $1,971 during the third fiscal quarter of 2005, compared to $1,873 during the same quarter last year.
Non-interest expense for the nine months ended March 31, 2005 increased 2.5%, to $5,866, compared to $5,721 for the same period last year. Within non-interest expense, consulting and professional fees increased by $143 for the nine months ended March 31, 2005 as the Corporation has reorganized and has begun to position itself for future growth. Salaries and employee benefits remained relatively stable for the nine months ended March 31, 2005 compared to the same period last year. Salaries and employee benefits expense recorded during the nine months ended March 31, 2004 included a non-recurring pretax charge of $200 relating to separation pay for the former president and other senior management personnel.
14
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Income Taxes
Income tax expense for the three months ended March 31, 2005 decreased $25, to $195 from $220, compared to the same period in 2004. The effective tax rate was 30.5% for the current quarter and for the same quarter last year. The provision for income taxes for the nine months ended March 31, 2005 increased $127 to $730 from $603 for the same period in 2004. The effective tax rate for the nine months ended March 31, 2005 was 30.3% as compared to 30.0% for the same period in 2004. The effective tax rate differed from the federal statutory rate principally as a result of tax-exempt income from obligations of states and political subdivisions, loans and earnings on bank owned life insurance.
Financial Condition
Total assets at March 31, 2005 were $189,083 compared to $186,237 at June 30, 2004, an increase of $2,846 or 1.5%. Loan receivables increased $7,775 from $140,145 at June 30, 2004 to $147,920 at March 31, 2005. Commercial loans increased $8,906, or 13.8%, and this increase was partially offset by a decline of $1,949, or 3.0%, in residential real estate loans. The increase in commercial loans was comprised primarily of variable rate commercial real estate loans with repricing schedules from one to five years. The Corporation has identified loans to small businesses mainly secured by real estate as an area of the market that provides growth opportunities. Additional personnel and systems have been added to analyze the commercial loan portfolio in order to take advantage of the growth opportunities and to manage the risk profile of the portfolio.
Available for sale securities have decreased by 13.9% from $30,141 at June 30, 2004 to $25,948 at March 31, 2005. The decline in available for sale securities has been part of managements overall strategy and the funds have been used to fund loan growth.
Total shareholders equity increased $992 from June 30, 2004, to $19,102 as of March 31, 2005. This increase was 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 as of the dates indicated.
March 31, 2005 |
June 30, 2004 |
March 31, 2004 |
||||||||||
Non-accrual loans |
$ | 1,643 | $ | 2,092 | $ | 2,511 | ||||||
Loans past due over 90 days and still accruing |
342 | 178 | 327 | |||||||||
Total non-performing loans |
1,985 | 2,270 | 2,838 | |||||||||
Other real estate owned |
603 | 585 | 746 | |||||||||
Total non-performing assets |
$ | 2,588 | $ | 2,855 | $ | 3,584 | ||||||
Non-performing loans to total loans |
1.34 | % | 1.62 | % | 2.12 | % | ||||||
Allowance for loan losses to total non-performing loans |
74.20 | 77.22 | 62.16 | |||||||||
Loans 90 days or more past due and still accruing to total loans |
0.23 | 0.13 | 0.24 |
Following is a breakdown of non-accrual loans as of March 31, 2005 by collateral:
March 31, 2005 | |||
Commercial non-mortgage collateral |
$ | 8 | |
Farmland |
20 | ||
1-4 family residential properties |
1,615 | ||
Total |
$ | 1,643 | |
As of March 31, 2005, impaired loans totaled $1,099, of which $892 was included in non-accrual loans. Commercial and commercial real estate loans are classified as impaired if full collection of principal and interest, in accordance with the terms of the loan documents, is not probable. Impaired loans and non-performing loans have been considered in managements analysis of the appropriateness of the allowance for loan losses. Management and the Board of Directors are closely monitoring these loans and believe that the prospects for recovery of principal and interest, less identified specific reserves, are good.
Liquidity
The objective of liquidity management is to ensure adequate cash flows to accommodate the demands of our customers and provide adequate flexibility for the Corporation to take advantage of market opportunities under bother normal operating conditions and under unpredictable circumstances of industry or market stress. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Corporations principal sources of funds are deposits; amortization and prepayments of loans; maturities, sales and principal receipts from securities; borrowings; and operations. Management considers the asset position of the Corporation to be sufficiently liquid to meet normal operating needs and conditions. The Corporations earning assets are mainly comprised of loans and investment
16
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
securities. 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 offers several deposit products to its customers. The rates offered by the Corporation and the fees charged for these products are competitive with others available currently in the market area. Interest rates on savings deposits have remained at historical low levels, while rates on demand deposits and time deposits have increased in recent months due to current market conditions.
To provide an additional source of liquidity, the Corporation has entered into an agreement with the Federal Home Loan Bank (FHLB) of Cincinnati to obtain funding for loans. At March 31, 2005, FHLB balances totaled $9,247 as compared with $6,757 at June 30, 2004. The Corporation considers the FHLB to be a reliable source of liquidity funding, secondary to its deposit base.
Jumbo time deposits (those with balances of $100 thousand and over) increased from $7,307 at June 30, 2004 to $14,316 at March 31, 2005. These deposits are monitored closely by the Corporation and priced on an individual basis. When these deposits are from a municipality, certain bank-owned securities are pledged to guarantee the safety of those deposits as required by Ohio law. The Corporation has on occasion used a fee paid broker to obtain these types of funds from outside its normal service area as an additional source of funding. The Corporation however, does not rely upon these deposits as a primary source of funding. 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 nine month periods ended March 31, 2005 and 2004, were 4.80% and 4.84%, respectively and for the fiscal year ended June 30, 2004 was 4.82%.
Capital Resources
The following table presents the capital ratios of Consumers Bancorp, Inc.
March 31, 2005 |
June 30, 2004 |
|||||||
Total adjusted average assets for leverage ratio |
$ | 189,896 | $ | 186,722 | ||||
Risk-weighted assets and off-balance-sheet financial instruments for capital ratio |
144,623 | 128,274 | ||||||
Tier I capital |
18,274 | 17,106 | ||||||
Total risk-based capital |
19,747 | 18,711 | ||||||
Leverage Ratio |
9.6 | % | 9.2 | % | ||||
Tier I capital ratio |
12.6 | 13.3 | ||||||
Total capital ratio |
13.7 | 14.6 |
17
CONSUMERS BANCORP, INC.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
(Dollars in thousands, except per share data)
Capital ratios applicable to Consumers National Bank at March 31, 2005 were as follows:
Leverage |
Tier I Capital |
Total Risk-based Capital |
|||||||
Regulatory Capital Requirements |
|||||||||
Minimum |
4.0 | % | 4.0 | % | 8.0 | % | |||
Well-capitalized |
5.0 | 6.0 | 10.0 | ||||||
Bank Subsidiary |
|||||||||
Consumers National Bank |
9.5 | 12.5 | 13.5 |
The Corporation 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 effect on the Corporations financial statements. The Bank is considered well capitalized under the Federal Deposit Insurance Act at March 31, 2005. Management is not aware of any matters occurring subsequent to March 31, 2005 that would cause the Banks capital category to change.
Critical Accounting Policies
The financial condition and results of operations for the Corporation presented in the Consolidated Financial Statements, accompanying notes to the Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations are, to a large degree, dependent upon the Corporations accounting policies. The selection and application of these accounting policies involve judgments, estimates and uncertainties that are susceptible to change.
The Company has identified determining the appropriateness of the allowance for loan losses as a critical accounting policy and an understanding of this policy is necessary to understand the financial statements. Critical accounting policies are those policies that require managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. 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 2004 Annual Report and Form 10-K provide detail with regard to the Corporations accounting for the allowance for loan losses. There have been no significant changes in the application of accounting policies since June 30, 2004.
18
CONSUMERS BANCORP, INC.
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 credit risk is the principal focus of risk analysis in the loan portfolio and 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 its 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 are conducted quarterly, with reporting and monitoring also occurring quarterly. The Bank applies interest rate shocks to its financial instruments up and down 100 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 a sudden and sustained increase and decrease change in market interest rates of 200 and 100 basis points:
Maximum Change 2004 |
Guidelines |
|||||
One Year Net Interest Income Change |
||||||
+200 Basis Points |
(1.8 | )% | 16 | % | ||
+100 Basis Points |
(1.6 | )% | 8 | % | ||
-100 Basis Points |
(1.5 | )% | 8 | % | ||
Net Present Value of Equity Change |
||||||
+200 Basis Points |
(15.2 | )% | 30 | % | ||
+100 Basis Points |
(8.1 | )% | 20 | % | ||
-100 Basis Points |
9.1 | % | 20 | % |
The projected volatility of net interest income and net present value of equity shown in the table falls within Board of Directors guidelines in right hand column.
19
CONSUMERS BANCORP, INC.
Item 4 Controls and Procedures
As of March 31, 2005, an evaluation was carried out under the supervision and with the participation of the Corporations management, including the Chief Executive Officer/Acting Chief Financial Officer, of the effectiveness of the Corporations disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer/Acting Chief Financial Officer concluded that, as of March 31, 2005, the Corporations disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation, in reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There were no changes in the Corporations internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2005, that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting.
20
None
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plan |
Maximum Number of Shares that May Yet Be Purchased Under the Plan | |||||
January 1, 2005 January 31, 2005 |
| | | |||||
February 1, 2005 February 28, 2005 |
| | | |||||
March 1, 2005 March 31, 2005 |
2,837 | 18.42 | | |||||
2,837 | 18.42 | | ||||||
The above shares were purchased on the open-market.
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
None
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 & Acting Chief Financial Officer
Exhibit 32.1 Certification of Chief Executive Officer & Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
21
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: May 13, 2005 | /s/ Steven L. Muckley | |
Steven L. Muckley | ||
President, Chief Executive Officer & | ||
Acting Chief Financial Officer |
22