[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission file number 0-25752
FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)
| MICHIGAN (State or other jurisdiction of incorporation or organization) |
38-2869722 (I.R.S. Employer Identification No.) |
101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517)546-3150
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
The number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 3,165,740 shares of the Companys Common Stock (no par value) were outstanding as of November 5, 2003.
INDEX
| Page Number |
||
| Part I | Financial Information (unaudited): | |
| Item 1. | ||
| Interim Financial Statements: | ||
| Consolidated Balance Sheet as of September 30, 2003 and December 31, 2002 | 4 | |
| Consolidated Statements of Income, three months ended | ||
| September 30, 2003 and 2002, and nine months ended | ||
| September 30, 2003 and 2002 | 5 | |
| Consolidated Statement of Stockholders' Equity and Comprehensive | ||
| Income for three months ended September 30, 2003 and 2002 | 6 | |
| Consolidated Statement of Stockholders' Equity and Comprehensive | ||
| Income for nine months ended September 30, 2003 and 2002 | 7 | |
| Consolidated Statements of Cash Flows for nine months ended | ||
| September 30, 2003 and 2002 | 8 | |
| Notes to Interim Consolidated Financial Statements | 9 | |
| Item 2. | ||
| Management's Discussion and Analysis of | ||
| Financial Condition and Results of Operations | 10 | |
| Item 3. | ||
| Quantitative and Qualitative Disclosures about Market Risk | 23 | |
| Item 4. | ||
| Controls and Procedures | 23 | |
| Part II. | Other Information | |
| Item 6 | 24 | |
| Signatures | 25 |
2
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
Unaudited interim consolidated
financial statements follow.
3
| Consolidated Balance Sheets (unaudited) | September 30 | December 31 | |||
| 2003 | 2002 | ||||
| Assets | |||||
| Cash and due from banks | $ 14,233,810 | $ 13,389,226 | |||
| Short term investments | 16,748,255 | 19,649,178 | |||
| Total cash and cash equivalents | 30,982,065 | 33,038,404 | |||
| Certificates of deposit | 2,522,000 | 3,880,000 | |||
| Investment and securities held to maturity, net (fair value of $16,426,000 | |||||
| at Sept. 30, 2003 and $18,011,000 at Dec. 31, 2002) | 15,353,839 | 16,863,210 | |||
| Investment securities available for sale, at fair value | 24,474,194 | 16,753,001 | |||
| Mortgage-backed securities held to maturity, net (fair value of | |||||
| $26,000 at Dec. 31, 2002) | - | 26,033 | |||
| Mortgage-backed securitities available for sale, at fair value | 8,596,719 | 9,924,802 | |||
| FHLBI and FRB stock, at cost | 1,057,450 | 1,044,250 | |||
| Total investment securities | 49,482,202 | 44,611,296 | |||
| Loans: | |||||
| Commercial | 279,834,366 | 263,002,466 | |||
| Consumer | 34,494,106 | 33,666,705 | |||
| Real estate mortgages | 33,603,369 | 31,291,141 | |||
| Total loans | 347,931,841 | 327,960,312 | |||
| Less unearned income | 905,197 | 843,052 | |||
| Less allowance for loan losses | 6,014,940 | 5,794,399 | |||
| Net loans | 341,011,704 | 321,322,861 | |||
| Premises and equipment - net | 10,983,445 | 10,256,828 | |||
| Land and facilities available for sale - net | 1,500,765 | 1,530,290 | |||
| Other real estate owned, held for sale | 65,000 | 738,206 | |||
| Accrued interest and other assets | 5,389,990 | 5,308,124 | |||
| Total assets | 441,937,171 | 420,686,009 | |||
| Liabilities and Stock holders' Equity | |||||
| Liabilities | |||||
| Deposits: | |||||
| Non-interest bearing demand | 69,516,585 | 62,231,909 | |||
| NOW | 50,500,433 | 41,423,298 | |||
| Savings and money market | 129,465,883 | 138,961,869 | |||
| Time | 137,061,424 | 131,455,135 | |||
| Brokered certificates of deposit | 5,968,458 | - | |||
| Total deposits | 392,512,783 | 374,072,211 | |||
| Other borrowings | 5,327,708 | 5,569,255 | |||
| Accrued interest, taxes, and other liabilities | 3,669,069 | 3,464,929 | |||
| Total liabilities | 401,509,560 | 383,106,395 | |||
| Stockholders' Equity | |||||
| Common stock, no par value. Authorized 4,200,000 shares; 3,165,524 | |||||
| shares issued and outstanding at September 30, 2003 and 3,157,798 shares | |||||
| issued and outstanding at Dec. 31, 2002 | 5,641,655 | 5,465,089 | |||
| Retained earnings | 34,589,768 | 31,685,849 | |||
| Unearned management retention plan | (207,597 | ) | (247,282 | ) | |
| Accumulated other comprehensive income, net | 403,785 | 675,958 | |||
| Total stockholders' equity | 40,427,611 | 37,579,614 | |||
| Total liabilities and stockholders' equity | 441,937,171 | 420,686,009 | |||
See notes to interim consolidated financial statements.
4
| Consolidated Statements of Income | Three months ended September 30 | Nine months ended September 30 | |||||||
| Unaudited | 2003 | 2002 | 2003 | 2002 | |||||
| Interest and dividend income: | |||||||||
| Interest and fees on loans | $5,738,193 | $5,797,668 | $17,061,171 | $ 17,237,662 | |||||
| Interest and dividends on investment securities: | |||||||||
| U.S. Treasury and agency securities | 226,378 | 283,918 | 677,073 | 940,183 | |||||
| Obligations of state and political subdivisions | 190,008 | 204,750 | 586,036 | 632,075 | |||||
| Corporates | 47,244 | 81,485 | 141,716 | 314,918 | |||||
| Other securities | 97 | 15,753 | 15,033 | 44,340 | |||||
| Interest on certificates and other bank deposits | 53,886 | 50,386 | 175,381 | 180,757 | |||||
| Total interest and dividend income | 6,255,806 | 6,433,960 | 18,656,410 | 19,349,935 | |||||
| Interest expense: | |||||||||
| Interest on deposits | 1,353,180 | 1,833,354 | 4,430,233 | 5,676,764 | |||||
| Interest on other borrowings | 115,627 | 151,094 | 311,968 | 466,334 | |||||
| Total interest expense | 1,468,807 | 1,984,448 | 4,742,201 | 6,143,098 | |||||
| Net interest income | 4,786,999 | 4,449,512 | 13,914,209 | 13,206,837 | |||||
| Provision for loan losses | 200,000 | 325,000 | 800,000 | 325,000 | |||||
| Net interest income after provision for loan losses | 4,586,999 | 4,124,512 | 13,114,209 | 12,881,837 | |||||
| Non-interest income: | |||||||||
| Service charges | 885,911 | 747,364 | 2,309,107 | 2,131,808 | |||||
| Gain on sale of loans | 120,603 | 96,645 | 358,736 | 251,533 | |||||
| Gain on sale/call of investments | - | 32,476 | 3,823 | 38,745 | |||||
| Trust fees | 100,071 | 45,958 | 224,503 | 154,780 | |||||
| Other | 2,115 | 2,601 | 65,551 | (4,408 | ) | ||||
| Total non-interest income | 1,108,700 | 925,044 | 2,961,720 | 2,572,458 | |||||
| Non-interest expense: | |||||||||
| Salaries and employee benefits | 1,657,018 | 1,586,229 | 5,236,658 | 4,852,057 | |||||
| Net occupancy | 241,521 | 230,603 | 721,304 | 668,265 | |||||
| Equipment expense | 217,191 | 207,550 | 789,666 | 630,603 | |||||
| Professional and service fees | 275,553 | 272,447 | 868,107 | 893,042 | |||||
| Printing and supplies | 39,756 | 69,481 | 199,273 | 228,774 | |||||
| Advertising | 74,282 | 73,717 | 246,017 | 227,696 | |||||
| Other | 476,949 | 410,108 | 1,501,438 | 1,196,854 | |||||
| Total non-interest expense | 2,982,270 | 2,850,135 | 9,562,463 | 8,697,291 | |||||
| Income before federal income taxes | 2,713,429 | 2,199,421 | 6,513,466 | 6,757,004 | |||||
| Federal income taxes | 841,700 | 662,100 | 1,996,675 | 2,055,000 | |||||
| Net income | $1,871,729 | $1,537,321 | $ 4,516,791 | $ 4,702,004 | |||||
| Per share statistics* | |||||||||
| Basic EPS | $ 0.59 | $ 0.49 | $ 1.43 | $ 1.49 | |||||
| Diluted EPS | $ 0.59 | $ 0.49 | $ 1.43 | $ 1.49 | |||||
| Dividends | $ 0.17 | $ 0.17 | $ 0.51 | $ 0.458 | |||||
*Based on average shares outstanding.
See notes to interim consolidated financial statements.
5
FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income
For the Three Months Ended September 30, 2003 and 2002 (Unaudited)
| Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income | Total | |||||||
| Balances at June 30, 2002 | $ 5,435,499 | 29,620,051 | (300,374 | ) | 302,364 | 35,057,540 | |||||
| Amortization of management retention plan | 26,546 | 26,546 | |||||||||
| Issued 498 shares for employee purchase plan | 9,297 | 9,297 | |||||||||
| Issued 234 shares for current directors fees | 4,603 | 4,603 | |||||||||
| Comprehensive income: | |||||||||||
| Net income | 1,537,321 | 1,537,321 | |||||||||
| Change in unrealized gain on debt securities | |||||||||||
| available for sale, net of tax effect | 323,017 | 323,017 | |||||||||
| Total comprehensive income | 1,860,338 | ||||||||||
| Cash dividends (.17¢ per share) | (536,613 | ) | (536,613 | ) | |||||||
| Balance at September 30, 2002 | $ 5,449,399 | 30,620,759 | (273,828 | ) | 625,381 | 36,421,711 | |||||
| Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income (loss) | Total | |||||||
| Balances at June 30, 2003 | $ 5,622,202 | 33,256,070 | (228,649 | ) | 627,068 | 39,276,691 | |||||
| Amortization of management retention plan | 21,052 | 21,052 | |||||||||
| Issued 636 shares for employee purchase plan | 13,642 | 13,642 | |||||||||
| Issued 241 shares for current directors fees | 5,811 | 5,811 | |||||||||
| Comprehensive income: | |||||||||||
| Net income | 1,871,729 | 1,871,729 | |||||||||
| Change in unrealized gain (loss) on debt securities | |||||||||||
| available for sale, net of tax effect | (223,283 | ) | (223,283 | ) | |||||||
| Total comprehensive income | 1,648,446 | ||||||||||
| Cash dividends (17.0¢ per share) | (538,031 | ) | (538,031 | ) | |||||||
| Balances at September 30, 2003 | $ 5,641,655 | 34,589,768 | (207,597 | ) | 403,785 | 40,427,611 | |||||
See notes to interim consolidated financial statements.
6
FNBH BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity and Comprehensive Income
For the Nine Months Ended September 30, 2003 and 2002 (Unaudited)
| Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income | Total | |||||||
| Balances at December 31, 2001 | $ 5,246,770 | 27,361,215 | (231,143 | ) | 26,961 | 32,403,803 | |||||
| Issued 5,246 shares for management retention plan | 109,799 | (109,799 | ) | - | |||||||
| Amortization of management retention plan | 67,114 | 67,114 | |||||||||
| Issued 3,468 shares for employee purchase plan | 59,877 | 59,877 | |||||||||
| Issued 452 shares for current directors fees | 9,344 | 9,344 | |||||||||
| Issued 1,128 shares for directors' variable fee plan | 23,609 | 23,609 | |||||||||
| Net income | 4,702,004 | 4,702,004 | |||||||||
| Change in unrealized gain on debt securities | - | ||||||||||
| available for sale, net of tax effect | 598,420 | 598,420 | |||||||||
| Total comprehensive income | 5,300,424 | ||||||||||
| Cash dividends (45.75¢ per share) | (1,442,460 | ) | (1,442,460 | ) | |||||||
| Balances at September 30, 2002 | $ 5,449,399 | 30,620,759 | (273,828 | ) | 625,381 | 36,421,711 | |||||
| Common Stock | Retained Earnings | Unearned Management Retention Plan | Accumulated Other Comprehensive Income (loss) | Total | |||||||
| Balances at December 31, 2002 | 5,465,089 | 31,685,849 | (247,282 | ) | 675,958 | 37,579,614 | |||||
| Issued 3,036 shares for management retention plan | 72,454 | (72,454 | ) | - | |||||||
| Amortization of management retention plan | 112,139 | 112,139 | |||||||||
| Issued 2,310 shares for employee stock purchase plan | 47,612 | 47,612 | |||||||||
| Issued 691 shares for current stock directors fees | 16,504 | 16,504 | |||||||||
| Issued 1,689 shares for directors' variable fee plan | 39,996 | 39,996 | |||||||||
| Comprehensive income: | |||||||||||
| Net income | 4,516,791 | 4,516,791 | |||||||||
| Change in unrealized gain (loss) on debt securities | |||||||||||
| available for sale, net of tax effect | (272,173 | ) | (272,173 | ) | |||||||
| Total comprehensive income | 4,244,618 | ||||||||||
| Cash dividends (.51¢ per share) | - | (1,612,872 | ) | - | - | (1,612,872 | ) | ||||
| Balances at September 30, 2003 | 5,641,655 | 34,589,768 | (207,597 | ) | 403,785 | 40,427,611 | |||||
See notes to interim consolidated financial statements.
7
| Consolidated Statements of Cash Flows | ||||||
| Unaudited | Nine months ended September 30 | |||||
| 2003 | 2002 | |||||
| Cash flows from operating activies: | ||||||
| Net income | $ 4,516,791 | $ 4,702,004 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Provision for loan losses | 800,000 | 325,000 | ||||
| Depreciation and amortization | 776,587 | 657,913 | ||||
| Net amortization on investment securities | 105,092 | 189,448 | ||||
| Earned portion of management retention plan | 112,139 | 67,114 | ||||
| Loss on disposal of equipment | 8,958 | 68 | ||||
| Gain on sale of investments | (3,823 | ) | (38,745 | ) | ||
| Gain on sale of loans | (358,736 | ) | (251,533 | ) | ||
| Gain on sale of other real estate owned | (22,710 | ) | - | |||
| Proceeds from sale of loans | 22,327,086 | 22,093,781 | ||||
| Origination of loans held for sale | (22,551,120 | ) | (23,080,013 | ) | ||
| Proceeds from sale of other real estate owned, held for sale | 760,916 | - | ||||
| (Increase) in accrued interest income and other assets | (117,341 | ) | (1,349,413 | ) | ||
| Increase in accrued interest, taxes, and other liabilities | 344,440 | 23,735 | ||||
| Net cash provided by operating activities | 6,698,279 | 3,339,359 | ||||