U.S. SECURITIES AND EXCHANGE COMMISSION
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2002.
Commission file number
033-79130
CONSUMERS BANCORP, INC.
| OHIO | 34-1771400 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
| Incorporation or organization) |
| 614 E. Lincoln Way | ||
| Minerva, Ohio | 44657 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code 330-868-7701
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 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, 2002 | |||
| 2,146,281 Common Shares | ||||
CONSUMERS BANCORP, INC
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2002
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, 2002 and June 30, 2002 |
1 | ||||
Consolidated Statements of Income
Three months ended September 30, 2002 and 2001 |
2 | ||||
Consolidated Statement of Comprehensive Income |
3 | ||||
Condensed Consolidated Statements of Changes in Shareholders Equity
Three months ended September 30, 2002 and 2001 |
3 | ||||
Condensed Consolidated Statements of Cash Flows
Three months ended September 30, 2002 and 2001 |
4 | ||||
Notes to the Consolidated Financial Statements |
5-10 | ||||
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operation |
11-19 | ||||
Item 3 Quantitative and Qualitative Disclosures about Market Risk |
20 | ||||
Item 4 Controls and Procedures |
20 | ||||
Part II Other |
|||||
Item 1 Legal Proceedings |
21 | ||||
Item 2 Changes in 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 and Reports on Form 8-K |
21 | ||||
Signatures |
24 | ||||
CONSUMERS BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)
| Unaudited | Audited | ||||||||||
| September 30, 2002 | June 30, 2002 | ||||||||||
ASSETS |
|||||||||||
Cash and cash equivalents |
$ | 10,015 | $ | 7,851 | |||||||
Federal funds sold |
6,128 | 7,710 | |||||||||
Securities, available for sale |
32,071 | 34,122 | |||||||||
Loans, net |
123,062 | 123,454 | |||||||||
Cash surrender value of life insurance |
3,546 | 3,499 | |||||||||
Premises and equipment, net |
5,739 | 5,334 | |||||||||
Intangible assets |
1,498 | 1,538 | |||||||||
Accrued interest receivable and other assets |
1,088 | 1,196 | |||||||||
Total assets |
$ | 183,147 | $ | 184,704 | |||||||
LIABILITIES |
|||||||||||
Deposits |
|||||||||||
Non-interest bearing demand |
$ | 31,464 | $ | 31,044 | |||||||
Interest bearing demand |
13,515 | 12,948 | |||||||||
Savings |
58,235 | 58,137 | |||||||||
Time |
54,491 | 57,939 | |||||||||
Total Deposits |
157,705 | 160,068 | |||||||||
Securities sold under agreements to repurchase |
4,869 | 5,133 | |||||||||
Federal Home Loan Bank advance |
2,126 | 2,153 | |||||||||
Accrued interest and other liabilities |
2,024 | 1,530 | |||||||||
Total liabilities |
166,724 | 168,884 | |||||||||
SHAREHOLDERS
EQUITY |
|||||||||||
Common stock (no par value, 2,500,000 shares
authorized; 2,160,000 issued) |
4,869 | 4,869 | |||||||||
Retained earnings |
11,300 | 10,830 | |||||||||
Treasury stock, at cost (13,719 shares at September 30,
2002 and June 30, 2002) |
(204 | ) | (204 | ) | |||||||
Accumulated other comprehensive income |
458 | 325 | |||||||||
Total shareholders equity |
16,423 | 15,820 | |||||||||
Total liabilities and shareholders equity |
$ | 183,147 | $ | 184,704 | |||||||
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, | ||||||||||
| 2002 | 2001 | |||||||||
Interest income |
||||||||||
Loans, including fees |
$ | 2,727 | $ | 3,199 | ||||||
Securities |
363 | 272 | ||||||||
Taxable |
363 | 272 | ||||||||
Tax-exempt |
31 | 29 | ||||||||
Federal funds sold |
44 | 64 | ||||||||
Total interest income |
3,165 | 3,564 | ||||||||
Interest expense |
||||||||||
Deposits |
742 | 1,301 | ||||||||
Federal Home Loan Bank advances |
34 | 34 | ||||||||
Other |
23 | 19 | ||||||||
Total interest expense |
799 | 1,354 | ||||||||
Net interest income |
2,366 | 2,210 | ||||||||
Provision for loan losses |
118 | 188 | ||||||||
Net interest income after |
||||||||||
Provision for loan losses |
2,248 | 2,022 | ||||||||
Other income |
||||||||||
Service charges on deposit accounts |
355 | 247 | ||||||||
Other |
187 | 157 | ||||||||
Total other income |
542 | 404 | ||||||||
Other expenses |
||||||||||
Salaries and employee benefits |
912 | 860 | ||||||||
Occupancy |
296 | 270 | ||||||||
Directors fees |
47 | 44 | ||||||||
Professional fees |
82 | 41 | ||||||||
Franchise taxes |
45 | 45 | ||||||||
Printing and supplies |
42 | 46 | ||||||||
Telephone |
51 | 47 | ||||||||
Amortization of intangible |
40 | 40 | ||||||||
Other |
317 | 278 | ||||||||
Total other expenses |
$ | 1,832 | $ | 1,671 | ||||||
Income before income taxes |
958 | 755 | ||||||||
Income tax expense |
316 | 232 | ||||||||
Net Income |
$ | 642 | $ | 523 | ||||||
Basic earnings per share |
$ | .30 | $ | .24 | ||||||
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, | ||||||||
| 2002 | 2001 | |||||||
Balance at beginning of period |
$ | 15,820 | $ | 14,217 | ||||
Comprehensive income |
||||||||
Net
Income |
642 | 523 | ||||||
Other comprehensive income |
133 | 113 | ||||||
Total comprehensive income |
775 | 636 | ||||||
Common cash dividends |
(172 | ) | (159 | ) | ||||
Treasury shares issued |
6 | |||||||
Balance at the end of the period |
$ | 16,423 | $ | 14,700 | ||||
Common cash dividends per share |
$ | 0.08 | $ | 0.073 | ||||
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, | ||||||||||
| 2002 | 2001 | |||||||||
Cash flows from operating activities |
||||||||||
Net income |
$ | 642 | $ | 523 | ||||||
Adjustments to reconcile net income to net cash
from operating activities |
677 | 227 | ||||||||
Net cash from operating activities |
1,319 | 750 | ||||||||
Cash flow from investing activities |
||||||||||
Securities available for sale |
||||||||||
Purchases |
(3,868 | ) | (3,237 | ) | ||||||
Maturities and principal pay downs |
6,025 | 875 | ||||||||
Net decrease (increase) in federal funds sold |
1,582 | (4,000 | ) | |||||||
Net decrease (increase) in loans |
492 | (845 | ) | |||||||
Acquisition of premises and equipment |
(560 | ) | (52 | ) | ||||||
Net cash from investing activities |
3,671 | (7,259 | ) | |||||||
Cash flow from financing |
||||||||||
Net (decrease) increase in deposit accounts |
(2,363 | ) | 6,191 | |||||||
Net (decrease) increase in repurchase agreements |
(264 | ) | 1,367 | |||||||
Repayments of FHLB advances |
(27 | ) | (8 | ) | ||||||
Dividends paid |
(172 | ) | (159 | ) | ||||||
Sale of treasury stock |
6 | |||||||||
Net cash from financing activities |
(2,826 | ) | 7,397 | |||||||
Increase in cash or cash equivalents |
2,164 | 888 | ||||||||
Cash and cash equivalents, beginning of year |
7,851 | 6,626 | ||||||||
Cash and cash equivalents, end of period |
$ | 10,015 | $ | 7,514 | ||||||
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 finance company Community Finance Home Mortgage Company, Inc. and 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, 2002, 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, 2002, 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, 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, 2002 was $1,208 and at June 30, 2002 was $1,181.
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
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 inherent 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. No loans were determined to be impaired, as of and for the periods ended September 30, 2002 and June 30, 2002.
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, 2002, the Bank has total purchased
policies of $2,520 (total death benefit
6
Table of Contents
CONSUMERS BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)(continued)
(Dollars in thousands, except per share amounts)
Note 1- continued
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, 2002 were $12 and $0 at June 30, 2002.
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
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 transactions and deposit transactions. For the three months ended September 30, 2002 and 2001, the Corporation paid $857 and $1,429 in interest and $75 and $77 in income taxes.
Note 2 Securities available for sale
The amortized cost and estimated fair value of the securities available for sale, as presented on the consolidated balance sheet at September 30, 2002 and June 30, 2002 are as follows:
| Amortized | Gross Unrealized | Gross Unrealized | Fair | ||||||||||||||
| September 30, 2002 | Cost | Gains | Losses | Value | |||||||||||||
Securities available for sale: |
|||||||||||||||||
U.S. Treasury and Federal Agencies |
$ | 10,861 | $ | 143 | $ | 11,004 | |||||||||||
Obligations of states and
political subdivisions |
3,034 | 131 | 3,165 | ||||||||||||||
Mortgagebacked securities |
16,378 | 444 | $ | (2 | ) | 16,820 | |||||||||||
Other securities |
1,103 | (21 | ) | 1,082 | |||||||||||||
Total Securities |
$ | 31,376 | $ | 718 | $ | (23 | ) | $ | 32,071 | ||||||||
| Amortized | Gross Unrealized | Gross Unrealized | Fair | ||||||||||||||
| June 30, 2002 | Cost | Gains | Losses | Value | |||||||||||||
Securities available for sale
U.S. Treasury an Federal Agencies |
$ | 11,067 | $ | 100 | $ | 11,167 | |||||||||||
Obligations of states and
political subdivisions |
3,040 | 73 | $ | (9 | ) | 3,104 | |||||||||||
Mortgagebacked securities |
18,481 | 335 | (10 | ) | 18,806 | ||||||||||||
Other securities |
1,042 | 3 | 1,045 | ||||||||||||||
Total Securities |
$ | 33,630 | $ | 511 | $ | (19 | ) | $ | 34,122< | ||||||||