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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
------------------------------------------------
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 No. 0-18993
WINTON FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1303854
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5511 Cheviot Road, Cincinnati, Ohio 45247
- --------------------------------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (513) 385-3880
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 [ ]
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of August 12, 2004, the latest practicable date, 4,605,538 shares of the
registrant's common stock, no par value, were issued and outstanding.
Page 1 of 21
Winton Financial Corporation
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive
Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II - OTHER INFORMATION 20
SIGNATURES 21
2
ITEM 1 FINANCIAL STATEMENTS
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
JUNE 30, SEPTEMBER 30,
ASSETS 2004 2003
(Unaudited)
Cash and due from banks .......................................................... $ 2,203 $ 1,848
Interest-bearing deposits in other financial institutions ........................ 1,224 7,648
--------- ---------
Cash and cash equivalents ............................................... 3,427 9,496
Investment securities available for sale - at market ............................. 14,813 21,466
Mortgage-backed securities available for sale - at market ........................ 5,524 2,103
Mortgage-backed securities held to maturity - at amortized cost,
approximate market value of $3,229 and $4,204 at June 30, 2004 and
September 30, 2003, respectively ............................................... 3,251 4,269
Loans receivable - net ........................................................... 487,495 481,364
Loans held for sale - at lower of cost or market ................................. 17,480 6,116
Office premises and equipment - at depreciated cost .............................. 6,858 6,131
Real estate acquired through foreclosure ......................................... 1,228 846
Federal Home Loan Bank stock - at cost ........................................... 8,403 8,156
Accrued interest receivable ...................................................... 2,568 2,571
Prepaid expenses and other assets ................................................ 2,176 786
Intangible assets - net of amortization .......................................... 51 97
Prepaid federal income taxes ..................................................... 470 501
--------- ---------
Total assets ............................................................ $ 553,744 $ 543,902
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits ......................................................................... $ 367,329 $ 354,296
Advances from the Federal Home Loan Bank ......................................... 130,589 136,612
Other borrowed money ............................................................. 4,500 2,000
Accounts payable on mortgage loans serviced for others ........................... 411 401
Advance payments by borrowers for taxes and insurance ............................ 1,864 2,433
Other liabilities ................................................................ 1,575 2,459
Deferred federal income taxes .................................................... 1,528 1,479
--------- ---------
Total liabilities ....................................................... 507,796 499,680
Shareholders' equity
Preferred stock - 2,000,000 shares without par value authorized;
no shares issued ............................................................. -- --
Common stock - 18,000,000 shares without par value authorized;
4,723,168 and 4,592,884 shares issued at June 30, 2004 and
September 30, 2003, respectively ............................................. -- --
Additional paid-in capital ..................................................... 12,358 11,285
Retained earnings .............................................................. 35,254 33,213
Treasury stock - 117,630 and 40,300 shares at June 30, 2004 and
September 30, 2003, respectively - at cost ................................... (1,534) (529)
Accumulated comprehensive income (loss), unrealized gains (losses) on securities
designated as available for sale, net of related tax effects ................. (130) 253
--------- ---------
Total shareholders' equity .............................................. 45,948 44,222
--------- ---------
Total liabilities and shareholders' equity .............................. $ 553,744 $ 543,902
========= =========
3
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003 2004 2003
(Unaudited)
Interest income
Loans ................................................ $ 22,329 $ 23,066 $ 7,365 $ 7,472
Mortgage-backed securities ........................... 220 210 76 76
Investment securities ................................ 444 310 128 118
Interest-bearing deposits and other .................. 268 357 92 120
-------- -------- -------- --------
Total interest income ......................... 23,261 23,943 7,661 7,786
Interest expense
Deposits ............................................. 6,382 7,292 2,082 2,288
Borrowings ........................................... 5,000 5,199 1,609 1,707
-------- -------- -------- --------
Total interest expense ........................ 11,382 12,491 3,691 3,995
-------- -------- -------- --------
Net interest income ........................... 11,879 11,452 3,970 3,791
Provision for losses on loans .......................... 225 455 75 150
-------- -------- -------- --------
Net interest income after provision
for losses on loans ......................... 11,654 10,997 3,895 3,641
Other income
Mortgage banking income .............................. 1,277 2,760 249 1,020
Gain on sale of office premises ...................... -- 282 -- 39
Gain on sale of investment securities ................ 448 97 196 --
Gain (loss) on sale of real estate acquired
through foreclosure ................................ 51 4 49 (21)
Other operating ...................................... 599 543 191 185
-------- -------- -------- --------
Total other income ............................ 2,375 3,686 685 1,223
General, administrative and other expense
Employee compensation and benefits ................... 4,666 4,230 1,458 1,471
Occupancy and equipment .............................. 1,291 947 439 346
Data processing ...................................... 393 336 130 112
Franchise taxes ...................................... 389 316 128 108
Amortization of intangible assets .................... 46 46 15 15
Advertising .......................................... 306 196 97 72
Other operating ...................................... 1,659 1,556 507 552
-------- -------- -------- --------
Total general, administrative and other expense 8,750 7,627 2,774 2,676
-------- -------- -------- --------
Earnings before income taxes .................. 5,279 7,056 1,806 2,188
Federal income taxes
Current .............................................. 1,451 2,597 569 924
Deferred ............................................. 246 (259) 25 (205)
-------- -------- -------- --------
Total federal income taxes .................... 1,697 2,338 594 719
-------- -------- -------- --------
NET EARNINGS .................................. $ 3,582 $ 4,718 $ 1,212 $ 1,469
======== ======== ======== ========
EARNINGS PER SHARE
Basic ....................................... $ .78 $ 1.05 $ .26 $ .33
======== ======== ======== ========
Diluted ..................................... $ .77 $ 1.02 $ .26 $ .32
======== ======== ======== ========
Dividends per common share .................... $ .3375 $ .3075 $ .1125 $ .1025
======== ======== ======== ========
4
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003 2004 2003
(Unaudited)
Net earnings .............................................................. $ 3,582 $ 4,718 $ 1,212 $ 1,469
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities during the period, net of
taxes (benefits) of $(45), $103, $(203) and $116 for the nine
and three months ended June 30, 2004 and 2003, respectively ........... (87) 200 (394) 226
Reclassification adjustment for realized gains included in
earnings, net of tax of $152, $33, and $67 for the respective
periods ............................................................... (296) (64) (129) --
------- ------- ------- -------
Comprehensive income ...................................................... $ 3,199 $ 4,854 $ 689 $ 1,695
======= ======= ======= =======
Accumulated comprehensive income (loss) ................................... $ (130) $ 476 $ 130 $ 476
======= ======= ======= =======
5
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended June 30,
(In thousands)
2004 2003
(Unaudited)
Cash flows from operating activities:
Net earnings for the period ................................................ $ 3,582 $ 4,718
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of premiums and discounts on investments
and mortgage-backed securities ......................................... 79 28
Amortization of deferred loan origination fees ........................... (163) (147)
Depreciation ............................................................. 533 311
Amortization of intangible assets ........................................ 46 46
Provision for losses on loans ............................................ 225 455
Gain on sale of mortgage loans ........................................... (1,285) (2,620)
Loans disbursed for sale in the secondary market ......................... (103,960) (175,045)
Proceeds from sale of loans in the secondary market ...................... 93,881 194,307
Gain on sale of real estate acquired through foreclosure ................. (51) (4)
Gain on sale of investment securities .................................... (448) (97)
Gain on sale of office premises and equipment ............................ -- (282)
Federal Home Loan Bank stock dividends ................................... (247) (247)
Increase (decrease) in cash due to changes in:
Accrued interest receivable ............................................ 3 256
Prepaid expenses and other assets ...................................... (1,390) (216)
Accounts payable on mortgage loans serviced for others ................. 10 (151)
Other liabilities ...................................................... (830) 257
Federal income taxes
Current .............................................................. 31 377
Deferred ............................................................. 246 (259)
--------- ---------
Net cash provided by (used in) operating activities ................. (9,738) 21,687
Cash flows from investing activities:
Proceeds from maturity/calls of investment securities designated as
available for sale ....................................................... 7,000 9,315
Proceeds from sale of investment securities designated as available for sale 10,914 3,622
Purchase of investment securities designated as available for sale ......... (11,352) (18,051)
Purchase of mortgage-backed securities designated as available for sale .... (4,009) (2,014)
Principal repayments on mortgage-backed securities ......................... 1,486 1,059
Loan principal repayments .................................................. 117,361 163,752
Loan disbursements ......................................................... (124,193) (174,835)
Proceeds from sale of loan participations .................................. 125 --
Proceeds from the sale of real estate acquired through foreclosure ......... 115 797
Purchase of office premises and equipment .................................. (1,246) (1,814)
Proceeds from sale of office premises and equipment ........................ -- 530
Additions to real estate acquired through foreclosure ...................... -- (208)
--------- ---------
Net cash used in investing activities ............................... (3,799) (17,847)
--------- ---------
Net cash provided by (used in) operating and investing
activities (balance carried forward) .............................. (13,537) 3,840
--------- ---------
6
WINTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the nine months ended June 30,
(In thousands)
2004 2003
(Unaudited)
Net cash provided by (used in) operating and investing
activities (balance brought forward) ........................... $(13,537) $ 3,840
Cash flows from financing activities:
Net increase in deposit accounts ........................................ 13,033 11,311
Proceeds from Federal Home Loan Bank advances ........................... 68,400 15,000
Repayment of Federal Home Loan Bank advances ............................ (71,923) (18,293)
Advances by borrowers for taxes and insurance ........................... (569) (730)
Proceeds from exercise of stock options ................................. 1,073 683
Dividends paid on common stock .......................................... (1,541) (1,386)
Purchase of treasury stock .............................................. (1,005) --
-------- --------
Net cash provided by financing activities ........................ 7,468 6,585
-------- --------
Net increase (decrease) in cash and cash equivalents ...................... (6,069) 10,425
Cash and cash equivalents at beginning of period .......................... 9,496 11,965
-------- --------
Cash and cash equivalents at end of period ................................ $ 3,427 $ 22,390
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes .................................................... $ 1,136 $ 2,041
======== ========
Interest on deposits and borrowings ................................... $ 11,485 $ 12,540
======== ========
Supplemental disclosure of noncash investing activities:
Transfers from loans to real estate acquired through foreclosure ........ $ 514 $ 47
======== ========
Unrealized gains (losses) on securities designated as available for sale,
net of related tax effects ............................................ $ (383) $ 136
======== ========
Recognition of mortgage servicing rights in accordance with
SFAS No. 140 .......................................................... $ 287 $ 319
======== ========
7
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine- and three-month periods ended June 30, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-Q and, therefore, do not
include information or footnotes necessary for a complete presentation of
financial position, results of operations, and cash flows in conformity
with accounting principles generally accepted in the United States of
America. Accordingly, these financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
of Winton Financial Corporation ("Winton Financial" or the "Corporation")
included in the Annual Report on Form 10-K for the year ended September
30, 2003. However, all adjustments (consisting of only normal recurring
accruals) which, in the opinion of management, are necessary for a fair
presentation of the consolidated financial statements have been included.
The results of operations for the nine- and three-month periods ended June
30, 2004, are not necessarily indicative of the results which may be
expected for the entire fiscal year.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Winton Financial and its wholly-owned subsidiary, The Winton Savings and
Loan Co. ("Winton Savings" or the "Company"). All significant intercompany
items have been eliminated.
3 Earnings Per Share
Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the period.
Diluted earnings per common share include the dilutive effect of
additional potential common shares issuable under the Corporation's stock
option plans. The computations are as follows:
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003 2004 2003
Weighted-average common shares
outstanding (basic) 4,558,934 4,494,441 4,603,830 4,527,994
Dilutive effect of assumed exercise
of stock options 118,830 118,445 138,788 137,589
--------- --------- --------- ---------
Weighted-average common shares
outstanding (diluted) 4,677,764 4,612,886 4,742,618 4,665,583
========= ========= ========= =========
Options to purchase 155,500 shares of common stock with a weighted-average
exercise price of $13.03 were outstanding at June 30, 2004, but were
excluded from the computation of common share equivalents because their
exercise prices were greater than the average market price of the common
shares.
8
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2004 and 2003
4. Stock Option Plans
Shareholders of the Corporation have approved stock option plans that
provide for the issuance of up to 1,498,165 common shares to be granted at
the discretion of the Board of Directors. Under the 1988 Stock Option
Plan, 649,680 common shares were reserved for issuance to directors,
officers and key employees of the Corporation and Winton Savings. At June
30, 2004, 174,846 options under the 1988 Plan were subject to exercise at
the discretion of the grantees through fiscal 2008. The 1999 Stock Option
Plan reserved 401,530 common shares for issuance to directors, officers
and key employees of the Corporation and Winton Savings. At June 30, 2004,
372,530 options under the 1999 Plan were subject to exercise at the
discretion of the grantees through fiscal 2010, while 2,500 options were
ungranted. The 2003 Stock Option Plan reserved 446,955 common shares for
issuance to directors, officers and key employees of the Corporation and
Winton Savings. At June 30, 2004, 99,470 options under the 2003 Plan were
subject to exercise at the discretion of grantees through fiscal 2013,
while 347,485 remained ungranted. For the nine months ended June 30, 2004,
awards of 105,000 options were granted from the 1999 and 2003 Stock Option
Plans.
The Corporation accounts for its stock option plans in accordance with
SFAS No. 123, "Accounting for Stock-Based Compensation," which contains a
fair value-based method for valuing stock-based compensation that entities
may use, and measures compensation cost at the grant date based on the
fair value of the award. Compensation is then recognized over the service
period, which is usually the vesting period. Alternatively, SFAS No. 123
permits entities to continue to account for stock options and similar
equity instruments under Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees." Entities that continue to
account for stock options using APB Opinion No. 25 are required to make
pro forma disclosures of net earnings and earnings per share, as if the
fair value-based method of accounting defined in SFAS No. 123 had been
applied.
The Corporation applies APB Opinion No. 25 and related Interpretations in
accounting for its stock option plans. Accordingly, no compensation cost
has been recognized for the plans. Had compensation cost for the
Corporation's stock option plan been determined based on the fair value at
the grant dates for awards under the plans consistent with the accounting
method utilized in SFAS No. 123, the Corporation's net earnings and
earnings per share would have been reported at the pro-forma amounts
indicated below.
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003 2004 2003
Net earnings (In thousands) As reported $ 3,582 $ 4,718 $ 1,212 $ 1,469
Stock-based compensation, net of tax (166) -- -- --
--------- --------- --------- ---------
Pro-forma $ 3,416 $ 4,718 $ 1,212 $ 1,469
========= ========= ========= =========
Earnings per share
Basic As reported $ 0.78 $ 1.05 $ 0.26 $ 0.33
Stock-based compensation, net of tax (0.04) -- -- --
--------- --------- --------- ---------
Pro-forma $ 0.74 $ 1.05 $ 0.26 $ 0.33
========= ========= ========= =========
Diluted As reported $ 0.77 $ 1.02 $ 0.26 $ 0.32
Stock-based compensation, net of tax (0.04) -- -- --
--------- --------- --------- ---------
Pro-forma $ 0.73 $ 1.02 $ 0.26 $ 0.32
========= ========= ========= =========
9
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six- and three-month periods ended June 30, 2004 and 2003
4. Stock Option Plans (continued)
The fair value of each option grant was estimated through a third-party
stock valuation firm. The following assumptions were used for grants in
fiscal 2004: dividend yield of 3.41%, expected volatility of 18.7%
risk-free interest rate of 4.15% and an expected life of ten years.
A summary of the status of the Corporation's stock option plans as of June
30, 2004 and September 30, 2003 and 2002, and changes during the periods
ended on those dates is presented below:
SIX MONTHS ENDED YEAR ENDED
JUNE 30, SEPTEMBER 30,
2004 2003 2002
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
Outstanding at beginning of period 674,130 $ 8.86 801,960 $ 8.33 831,000 $ 8.23
Granted 105,500 13.00 -- -- -- --
Exercised (130,284) 6.05 (127,830) 5.41 (27,040) 5.00
Forfeited (2,500) 8.75 -- -- (2,000) 10.06
----------- ----------- ----------- ----------- ----------- -----------
Outstanding at end of period 646,846 $ 10.10 674,130 $ 8.86 801,960 $ 8.33
=========== =========== =========== =========== =========== ===========
Options exercisable at period-end 646,846 674,130 $ 8.86 801,960 $ 8.33
=========== =========== =========== =========== ===========
Weighted-average fair value of
options granted during the period $ 2.38 $ -- $ --
=========== =========== ===========
The following information applies to options outstanding at June 30, 2004:
Number outstanding 144,846
Exercise price $6.75
Number outstanding 502,000
Range of exercise prices $8.75-$13.25
Weighted-average exercise price $10.10
Weighted-average remaining contractual life 4.6 years
5. Critical Accounting Policies
Allowance for Loan Losses: It is the Company's policy to provide valuation
allowances for estimated losses on loans based upon past loss experience,
trends in the level of delinquent and specific problem loans, adverse
situations that may affect the borrower's ability to repay, the estimated
value of any underlying collateral and current economic conditions in the
Company's primary market areas. When the collection of a loan becomes
doubtful, or otherwise troubled, the Company records a loan loss provision
equal to the difference between the fair value of the property securing
the loan and the loan's carrying value. Major loans and major lending
areas are reviewed periodically to determine potential problems at an
early date. The allowance for loan losses is increased by charges to
earnings and decreased by charge-offs (net of recoveries).
10
WINTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine- and three-month periods ended June 30, 2004 and 2003
5. Critical Accounting Policies (continued)
The Company accounts for impaired loans in accordance with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." This Statement
requires that impaired loans be measured based upon the present value of
expected future cash flows discounted at the loan's effective interest
rate or, as an alternative, at the loans' observable market price or fair
value of the collateral.
A loan is defined under SFAS No. 114 as impaired when, based on current
information and events, it is probable that a creditor will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. In applying the provisions of SFAS No. 114, the Company
considers its investment in one-to-four family residential loans and
consumer installment loans to be homogeneous and therefore excluded from
separate identification for evaluation of impairment. With respect to the
Company's investment in commercial and other loans, and its evaluation of
impairment thereof, such loans are collateral dependent and as a result
are carried as a practical expedient at the lower of cost or fair value.
It is the Company's policy to charge off unsecured credits that are more
than ninety days delinquent. Similarly, collateral dependent loans which
are more than ninety days delinquent are considered to constitute more
than a minimum delay in repayment and are evaluated for impairment under
SFAS No. 114 at that time.
Mortgage Servicing Rights: Mortgage servicing rights are accounted for
pursuant to the provisions of SFAS No. 140. "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities," which
requires that the Company recognize as separate assets, rights to service
mortgage loans for others, regardless of how those servicing rights are
acquired. An institution that acquires mortgage servicing rights through
either the purchase or origination of mortgage loans and sells those loans
with servicing rights retained must allocate some of the cost of the loans
to the mortgage servicing rights.
SFAS No. 140 requires that capitalized mortgage servicing rights and
capitalized excess servicing receivables be assessed for impairment.
Impairment is measured based on fair value. The mortgage servicing rights
recorded by the Company, calculated in accordance with the provisions of
SFAS No. 140, were segregated into pools for valuation purposes, using as
pooling criteria the loan term and coupon rate. Once pooled, each grouping
of loans was evaluated on a discounted earnings basis to determine the
present value of future earnings that a purchaser could expect to realize
from each portfolio. Earnings were projected from a variety of sources
including loan servicing fees, interest earned on float, net interest
earned on escrows, miscellaneous income, and costs to service the loans.
The present value of future earnings is the "economic" value of the pool,
i.e., the net realizable present value to an acquiror of the acquired
servicing.
11
WINTON FINANCIAL CORPORATION
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
In the following pages, management presents an analysis of the financial
condition of Winton Financial as of June 30, 2004, and the results of operations
for the three-month and nine-month periods ended June 30, 2004 compared to the
same periods in the prior year. In addition to this historical information, the
following discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, Winton Financial's operations and Winton
Financial's actual results could differ significantly from those discussed in
the forward-looking statements. Some of the factors that could cause or
contribute to such differences are discussed herein, but also include changes in
the economy and interest rates in the nation and in Winton Financial's general
market area. Without limiting the foregoing, the following statements in this
discussion and analysis are forward-looking and are, therefore, subject to such
risks and uncertainties:
1. Management's analysis of the interest rate risk of Winton Savings;
2. Management's discussion of the liquidity of Winton Savings' assets and
the regulatory capital of Winton Savings;
3. Management's determination of the amount and adequacy of the allowance
for loan losses; and
4. Management's opinion as to the effects of recent accounting
pronouncements.
Discussion of Financial Condition Changes from September 30, 2003 to June 30,
2004
The Corporation had total assets of $553.7 million at June 30, 2004, an increase
of $9.8 million, or 1.8%, over the September 30, 2003 total. The increase in
assets was comprised of a $2.4 million increase in mortgage-backed securities,
an increase in loans receivable, including loans held for sale of $17.5 million
and an increase in office premises and equipment of $727,000. These increases
were partially offset by a $6.7 million decline in investments available for
sale and a $6.1 million decline in cash and interest bearing deposits. The
growth in assets was funded primarily by an increase in deposits of $13.0
million, undistributed earnings of $2.0 million and proceeds from the exercise
of stock options of $1.1 million, which were partially offset by a decrease in
advances from the FHLB and other borrowings of $3.5 million and an acquisition
of 77,330 shares of treasury stock for a total purchase price of $1.0 million.
Investment securities totaled $14.8 million at June 30, 2004, a decrease of $6.7
million, or 31.0%, from September 30, 2003 levels. The decrease in investment
securities resulted from sales, maturities and calls of $17.9 million, which
were partially offset by purchases totaling $11.4 million. During the period,
$8.2 million of municipal bonds with maturities ranging from 2009 to 2018 were
sold to shorten the average life of the investment portfolio. Purchases during
the period were comprised of municipal securities and short-term U.S. Treasury
and government agency securities.
Mortgage-backed securities totaled $8.8 million at June 30, 2004, an increase of
$2.4 million, or 37.7%, over September 30, 2003. The growth during 2004 was due
primarily to purchases of mortgage-backed securities totaling $4.0 million,
which were partially offset by principal repayments of $1.5 million during the
period. The mortgage-backed securities purchased during the period consisted of
adjustable rate mortgages guaranteed by GNMA, FNMA and FHLMC.
Loans receivable totaled $505.0 million at June 30, 2004, an increase of $17.5
million, or 3.6%, compared to the September 30, 2003 total. Loan originations of
$228.2 million exceeded principal repayments of $117.4 million and net loan
sales of $92.6 million during the period.
12
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from September 30, 2003 to June 30,
2004 (continued)
The Company's allowance for loan losses totaled $2.4 million at June 30, 2004,
an increase of $116,000, or 5.1%, over the total at September 30, 2003. At June
30, 2004, the allowance represented approximately .46% of the total loan
portfolio and 54.6% of total nonperforming loans. Nonperforming loans totaled
$4.4 million and $3.8 million at June 30, 2004 and September 30, 2003,
respectively. At June 30, 2004, nonperforming loans were comprised of $983,000
of loans secured by one- to four-family residential real estate, $2.3 million of
loans secured by nonresidential real estate, $929,000 in multi-family loans and
$149,000 in consumer loans. Nonperforming nonresidential loans consisted
primarily of a $2.2 million loan collateralized by an office building and lot
with a loan-to-value ratio of approximately 73%. At June 30, 2004 and September
30, 2003, the ratio of total nonperforming loans to total loans amounted to
0.86% and 0.75%, respectively. Management believes all nonperforming loans are
adequately collateralized and that there are no unreserved losses on such
nonperforming loans at June 30, 2004. Although management believes that its
allowance for loan losses at June 30, 2004 is adequate based on the available
facts and circumstances, there can be no assurance that additions to such
allowance will not be necessary in future periods, which could adversely affect
Winton Financial's results of operations.
Office premises and equipment increased by $727,000, or 11.9%, since September
30, 2003. The increase is due to expansion of the branch network system and the
mortgage operations center coupled with technology upgrades to the computer
system.
Deposits totaled $367.3 million at June 30, 2004, an increase of $13.0 million,
or 3.7%, over September 30, 2003 levels. Deposits increased during the nine
months ended June 30, 2004, due primarily to the opening of a new branch and
management's continuing efforts to grow the portfolio through marketing and
pricing strategies. Advances from the FHLB and other borrowings totaled $135.1
million at June 30, 2004, a decrease of $3.5 million, or 2.5%, from September
30, 2003 levels. During the nine months ended June 30, 2004, the Company repaid
$71.9 million in advances from the FHLB and obtained new borrowings totaling
$68.4 million.
Shareholders' equity totaled $45.9 million at June 30, 2004, an increase of $1.7
million, or 3.9%, from September 30, 2003. The increase resulted from net
earnings of $3.6 million, proceeds from exercise of options of $1.1 million
which exceeded the purchase of treasury stock of $1.0 million, dividends paid
totaling $1.5 million and a decrease in unrealized gains on investment
securities designated as available for sale of $383,000.
The Company is required to meet minimum capital standards promulgated by the
Office of Thrift Supervision (the "OTS"). At June 30, 2004, the Company's
regulatory capital exceeded such minimum capital requirements.
Comparison of Operating Results for the Three-Month Periods ended June 30, 2004
and 2003
General
The Corporation recorded net earnings for the three months ended June 30, 2004,
totaling $1.2 million, a decrease of $257,000, or 17.5%, from the $1.5 million
in net earnings recorded for the same period in 2003. The decrease in net
earnings was a result of a $538,000, or 44.0%, decline in other operating income
and a $98,000, or 3.7%, increase in general administrative and other expense,
which were partially offset by a $179,000, or 4.7%, increase in net interest
income, a $75,000, or 50.0%, decline in the provisions for losses on loans and a
$125,000, or 17.4%, decline in provision for federal income taxes.
13
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2004
and 2003 (continued)
Net Interest Income
Interest income on loans and mortgage-backed securities totaled $7.4 million for
the three months ended June 30, 2004, a decrease of $107,000, or 1.4%, compared
to the same quarter in 2003. The decrease resulted primarily from a reduction in
the weighted-average yield of 83 basis points, to 5.78% for the three months
ended June 30, 2004, which was partially offset by an increase in the average
balance outstanding of $52.9 million, or 11.6%, quarter to quarter.
Interest income on investment securities and interest-bearing deposits decreased
by $18,000, or 7.6%, for the three months ended June 30, 2004, compared to the
same quarter in 2003, and was comprised of a decrease of $16.3 million, or
35.2%, in the average balance outstanding quarter to quarter which was partially
offset by an 88 basis point increase in weighted-average yield to 2.93%. The
yield increase in the 2004 quarter was due to a shift in balances from lower
yielding interest-bearing deposits to higher yield investment securities quarter
over quarter.
Interest expense on deposits decreased by $206,000, or 9.0%, for the three
months ended June 30, 2004, compared to the same period in 2003. The decrease
was primarily attributable to a 44 basis point decrease in the weighted-average
cost of deposits, which was partially offset by a $29.0 million, or 8.5%,
increase in the average balance of deposits outstanding quarter to quarter. The
weighted-average cost of deposits amounted to 2.26% and 2.70% for the three
months ended June 30, 2004 and 2003, respectively.
Interest expense on borrowings decreased by $98,000, or 5.7%, during the three
months ended June 30, 2004, compared to the same quarter in 2003, due primarily
to a 60 basis point decrease in the weighted-average cost of borrowings, to
4.81% for the three months ended June 30, 2004, which was partially offset by a
$7.6 million, or 6.0% increase in average balance of FHLB advances and other
borrowings outstanding quarter to quarter. The decreases in yields on
interest-earning assets and costs of interest-bearing liabilities were due
primarily to the overall decrease in interest rates in the economy.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $179,000, or 4.7%, to $4.0 million for the
three months ended June 30, 2004, compared to the same quarter in 2003. The
interest rate spread decreased by 3 basis points, to 2.73% for the three months
ended June 30, 2004, and the net interest margin decreased 7 basis points to
2.94% for the three months ended June 30, 2004.
Provision for Losses on Loans
Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $75,000 provision for losses on loans during the quarter ended June
30, 2004, compared to a provision of $150,000 recorded in the 2003 period. The
provision is based on an internal matrix which evaluates reserves based upon
delinquency levels, risk classification of credits and inherent loss factors
within the portfolio. There can be no assurance that the allowance for loan
losses of the Company will be adequate to cover losses on nonperforming assets
in the future.
14
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2004
and 2003 (continued)
Provision for Losses on Loans (continued)
The following table sets forth information regarding the Company's delinquent
loans, nonperforming assets and the allowance for loan losses.
JUNE 30, SEPTEMBER 30,
2004 2003
(Dollars in thousands)
Loans delinquent
30 to 89 days $7,493 $4,999
90 or more days 1,142 3,759
------ ------
Total delinquent loans $8,635 $8,758
====== ======
Loans accounted for on nonaccrual basis $3,219 $3,195
Loans greater than 90 days delinquent and still accruing 1,142 564
------ ------
Total nonperforming loans 4,361 3,759
Real estate acquired through foreclosure 1,228 846
------ ------
Total nonperforming assets $5,589 $4,605
====== ======
Allowance for loan losses $2,381 $2,265
====== ======
Allowance for loan losses to total loans 0.46% 0.45%
Allowance for loan losses to nonperforming loans 54.60% 60.26%
Allowance for loan losses to nonperforming assets 42.60% 49.19%
Nonperforming loans to total loans 0.86% 0.75%
While management believes that, based on information currently available, the
allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurance can be given that the level
of the allowance will be sufficient to cover future loan losses or that future
adjustments to the allowance will not be necessary if economic and/or other
conditions differ substantially from the economic and other conditions
considered by management in evaluating the adequacy of the current level of the
allowance.
Other Income
Other income totaled $685,000 for the three months ended June 30, 2004, a
decrease of $538,000, or 44.0%, compared to the 2003 period, due primarily to a
$771,000, or 75.6%, decline in mortgage banking income and a $39,000 decline in
a non-recurring gain on sale of office premises. These decreases were partially
offset by a $196,000 gain on investment securities designated as available for
sale, a $70,000 net change quarter to quarter in gain on sale of real estate
acquired through foreclosure and a $6,000 increase in other operating income.
The decrease in mortgage banking income was due primarily to the decrease in
sales volume quarter to quarter as interest rates increased from forty year
historic lows.
15
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three-Month Periods ended June 30, 2004
and 2003 (continued)
General, Administrative and Other Expense
General, administrative and other expense totaled $2.8 million for the three
months ended June 30, 2004, an increase of $98,000, or 3.7%, compared to the
same period in 2003. The increase was due to increases in occupancy and
equipment expense of $93,000, or 26.9%, data processing expense of $18,000, or
16.1%, franchise tax expense of $20,000, or 18.5%, and advertising expense of
$25,000, or 34.7%, which were partially offset by a decrease in other operating
expense of 45,000, or 8.2%, and employee compensation and benefits of $13,000,
or 0.9%. The increase in occupancy and equipment expense resulted from expansion
of the branch network and mortgage operation center plus technology upgrades to
computer systems. The increase in franchise tax and data processing was due to
the Corporation's growth quarter to quarter.
Federal Income Taxes
The provision for federal income taxes amounted to $594,000 for the three months
ended June 30, 2004, a decrease of $125,000, or 17.4%, compared to the same
period in 2003. The decrease was due to a reduction in earnings before taxes of
$382,000, or 17.5%. The effective tax rates were 32.9% and 32.9% for the
three-month periods ended June 30, 2004 and 2003, respectively.
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2004
and 2003
General
The Corporation recorded net earnings for the nine months ended June 30, 2004,
totaling $3.6 million, a decrease of $1.1 million, or 24.1%, from the $4.7
million in net earnings recorded for the same period in 2003. The decrease in
net earnings was comprised of a $1.3 million decrease in other income and a $1.1
million increase in general, administrative and other expense, which were
partially offset by a $641,000 reduction in federal income taxes, a $230,000
decline in the provision for losses on loans and a $427,000 increase in net
interest income.
Net Interest Income
Interest income on loans and mortgage-backed securities totaled $22.5 million
for the nine months ended June 30, 2004, a decrease of $727,000, or 3.1%,
compared to the same period in 2003. The decrease resulted primarily from a
reduction in the weighted-average yield of 77 basis points, to 5.97% for the
nine months ended June 30, 2004, which was partially offset by an increase in
the average balance outstanding of $43.4 million, or 9.4%, period to period.
Interest income on investment securities and interest-bearing deposits increased
by $45,000, or 6.7%, for the nine months ended June 30, 2004, compared to the
same period in 2003, was comprised of an increase of 49 basis points in the
weighted-average yield, to 2.65% for the 2004 period partially offset by a
decrease of $5.3 million, or 12.8%, in the average balance outstanding period to
period. The yield increase in the 2004 nine month period was due to a shift to
longer term investment securities during 2004.
16
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2004
and 2003 (continued)
Net Interest Income (continued)
Interest expense on deposits decreased by $910,000, or 12.5%, for the nine
months ended June 30, 2004, compared to the same period in 2003. The decrease
was primarily attributable to a 55 basis point decrease in the weighted-average
cost of deposits, which was partially offset by a $26.2 million, or 7.2%,
increase in the average balance of deposits outstanding period to period. The
weighted-average cost of deposits amounted to 2.34% and 2.89% for the nine
months ended June 30, 2004 and 2003, respectively.
Interest expense on borrowings decreased by $199,000, or 3.8%, during the nine
months ended June 30, 2004, compared to the same quarter in 2003, due primarily
to a 64 basis point decrease in the weighted-average cost of borrowings, to
4.81% for the nine months ended June 30, 2004, which was partially offset by a
$11.2 million, or 8.8% increase in average balance of FHLB advances and other
borrowings outstanding period to period. The decreases in yields on
interest-earning assets and costs of interest-bearing liabilities were due
primarily to the overall decrease in interest rates in the economy.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $427,000, or 3.7%, to $11.9 million for the
nine months ended June 30, 2004, compared to the same period in 2003. The
interest rate spread decreased by 6 basis points, to 2.72% for the nine months
ended June 30, 2004, and the net interest margin decreased 11 basis points to
2.94 for the nine months ended June 30, 2004.
Provision for Losses on Loans
Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $225,000 provision for losses on loans for the nine months ended June
30, 2004, compared to a provision of $455,000 recorded in the 2003 period. The
provision is based on an internal matrix, which evaluates reserves based upon
delinquency levels, risk classification of credits and inherent loss factors
within the portfolio. There can be no assurance that the allowance for loan
losses of the Company will be adequate to cover losses on nonperforming assets
in the future.
While management believes that, based on information currently available, the
allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurance can be given that the level
of the allowance will be sufficient to cover future loan losses or that future
adjustments to the allowance will not be necessary if economic and/or other
conditions differ substantially from the economic and other conditions
considered by management in evaluating the adequacy of the current level of the
allowance.
Other Income
Other income totaled $2.4 million for the nine months ended June 30, 2004, a
decrease of $1.3 million, or 35.6%, compared to the 2003 period, due primarily
to a $1.5 million, or 53.7%, decrease in mortgage banking income and the absence
of $282,000 in non-recurring gains on the sale of office premises. These
decreases were partially offset by a $351,000, or 361.9%, increase in gain on
sale of investment securities, a $56,000, or 10.3%, gain in other operating
income period to period and a net increase of $47,000 in gain on sale of real
estate acquired through foreclosure. The decrease in mortgage banking income was
due primarily to the decrease in the volume of loan sales period to period as
interest rates increased from forty year historic lows. The increase in other
operating income was primarily attributable to increases in service charge fees
on checking accounts and fee income from loan payoff and loan subordination
charges.
17
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Comparison of Operating Results for the Nine-Month Periods ended June 30, 2004
and 2003 (continued)
General, Administrative and Other Expense
General, administrative and other expense totaled $8.8 million for the nine
months ended June 30, 2004, an increase of $1.1 million, or 14.7%, compared to
the same period in 2003. The increase was due to increases in employee
compensation and benefits of $436,000, or 10.3%, occupancy and equipment expense
of $344,000, or 36.3%, advertising expenses of $110,000, or 56.1%, franchise tax
expense of $73,000, or 23.1%, other operating expense of $103,000, or 6.6% and
data processing expense of $57,000, or 17.0%. Employee compensation and benefits
increased primarily due to a reduction in deferred salary cost resulting from
the decline in loan production, an increase in health insurance costs period to
period and a $123,000 one-time supplemental retirement payment. The increase in
occupancy and equipment expense resulted from the aforementioned expansion of
the branch network and mortgage operation center plus technology upgrades to
computer systems. The increase in franchise tax and data processing was due to
the Corporation's growth period to period. Increases in real estate owned
expenses, professional fees, communication and telephone expenses and
non-deferred loan expenses primarily contributed to the increase in other
operating expense period to period.
Federal Income Taxes
The provision for federal income taxes amounted to $1.7 million for the nine
months ended June 30, 2004, a decrease of $641,000, or 27.4%, compared to the
same period in 2003. The decrease was due to a reduction in earnings before
taxes of $1.8 million, or 25.2%, coupled with an increase in non-taxable
municipal bond interest income for the nine months ended June 30, 2004. The
effective tax rates were 32.2% and 33.1% for the nine-month periods ended June
30, 2004 and 2003, respectively.
Liquidity and Capital Resources
Winton Savings maintains sufficient funds to meet deposit withdrawals, loan
commitments and expenses. Control of the Company's cash flow requires the
anticipation of deposit flows and loan payments. The Company's primary sources
of funds are deposits, borrowings, principal and interest repayments on loans
and proceeds from the sale of mortgage loans.
In the event that certificates of deposit cannot be renewed at prevailing market
rates, the Company can obtain additional advances from the FHLB of Cincinnati.
At June 30, 2004, the Company had $130.6 million of outstanding FHLB advances,
with the ability to borrow an additional $71.0 million. The Company has also
utilized brokered deposits as a supplement to its local deposits when such funds
are attractively priced in relation to the local market. As of June 30, 2004,
the Company had $9.7 million in brokered deposits.
18
WINTON FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Liquidity and Capital Resources (continued)
The following table sets forth information regarding the Corporation's
obligations and commitments to make future payments under contract as of June
30, 2004.
PAYMENTS DUE BY PERIOD
LESS MORE
THAN 1-3 3-5 THAN
1 YEAR YEARS YEARS 5 YEARS TOTAL
(In thousands)
Contractual obligations:
Operating lease obligations $ 260 $ 402 $ 111 $ 21 $ 794
Advances from the Federal Home Loan
Bank and other borrowings 38,000 27,500 32,500 37,089 135,089
Certificates of deposit 153,971 88,221 5,986 23 248,201
Amount of commitments expiration per period
Loans commitments to originate:
Home equity lines of credit 23,718 -- -- -- 23,718
Commercial lines of credit 11,202 -- -- -- 11,202
One- to four-family and multi-family loans 51,078 -- -- -- 51,078
Non-residential real estate and land loans 1,442 -- -- -- 1,442
Commitments to sell loans in the secondary market (17,532) -- -- -- (17,532)
--------- --------- --------- --------- ---------
Total contractual obligations $ 262,139 $ 116,123 $ 38,597 $ 37,133 $ 453,992
========= ========= ========= ========= =========
Winton Financial believes that the Company's liquidity posture at June 30, 2004,
is adequate to meet outstanding loan commitments and other cash requirements.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
There have been no material changes in the Corporation's disclosures regarding
market risk since the Corporation's Form 10-K was filed with the Securities and
Exchange Commission for the fiscal year ended September 30, 2003.
ITEM 4 CONTROLS AND PROCEDURES
The Corporation's Chief Executive Officer and Chief Financial Officer evaluated
the disclosure controls and procedures (as defined under Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this quarterly report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are effective.
During the quarter ended June 30, 2004, there were no significant changes in the
Corporation's internal controls or in other factors that materially affected, or
are reasonably likely to materially affect, these controls.
19
Winton Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Securities
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 Written Statement of Chief Executive Officer
furnished Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
31.2 Written Statement of Chief Financial Officer
furnished Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
32.1 Written Statement of Chief Executive Officer
furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
32.2 Written Statement of Chief Financial Officer
furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
(b) Reports on Form 8-K: On April 19, 2004, a Form 8-K was filed to
report earnings for the quarter ended March
31, 2004 and to announce the intention to
repurchase up to 230,000 shares, or 5%, of
common stock.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 16, 2004 By: /s/ Robert L. Bollin
------------------------- ---------------------------
Robert L. Bollin
President
Date: August 16, 2004 By: /s/ Jill M. Burke
------------------------- ---------------------------
Jill M. Burke
Chief Financial Officer
21