Back to GetFilings.com



Table of Contents

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.

(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
(Address of principal executive offices)
  44657
(Zip Code)

(330) 868-7701
(Issuer’s 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 issuer’s 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

 


TABLE OF CONTENTS

Part I — Financial Information
Item 1 — Financial Statements (unaudited)
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes to the Consolidated Financial Statements
Quantitative and Qualitative Disclosures about Market Risk
Item 4 — Controls and Procedures
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings
Item 2 — Changes in Securities
Item 3 — Defaults Upon Senior Securities
Item 4 — Shareholders Meeting
Item 5 — Other Information
Item 6 — Exhibits and Reports on Form 8-K
SIGNATURES
EX-31.1 302 CEO CERTIFICATION
EX-31.2 302 CFO CERTIFICATION
EX-32.1 906 CEO CERTIFICATION
EX-32.2 906 CFO CERTIFICATION


Table of Contents

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 - Management’s 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  

 


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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 management’s 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 loan’s 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


Table of Contents

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


Table of Contents

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 Company’s capital structure contains no dilutive securities.

Statement of Cash Flows: For purpose of reporting cash flows, cash and cash equivalents include the Company’s 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:
                       
<