UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
þ
|
QUARTERLY REPORT UNDER SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2004
Commission File No. 033-79130
CONSUMERS BANCORP, INC.
| OHIO | 033-79130 | 34-1771400 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| of incorporation or organization) |
| 614 East Lincoln Way, P.O. Box 256, Minerva, Ohio | 44657 | |
| (Address of principal executive offices) | (Zip Code) |
(330) 868-7701
(Issuers telephone number)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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 February 14, 2005 | |||
| 2,146,281 Common Shares |
CONSUMERS BANCORP, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2004
Part I Financial Information
Item 1 Financial Statements (Unaudited)
Interim financial information required by Rule 10-01 of Regulation S-X is included in this Form 10-Q as referenced below:
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CONSUMERS BANCORP, INC.
(Dollars in thousands except per share data)
| Unaudited | ||||||||
| December 31, 2004 | June 30, 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 4,143 | $ | 5,229 | ||||
Federal funds sold |
| 210 | ||||||
Securities, available for sale |
28,360 | 31,006 | ||||||
Total loans |
148,030 | 140,145 | ||||||
Less allowance for loan losses |
(1,432 | ) | (1,753 | ) | ||||
Net Loans |
146,598 | 138,392 | ||||||
Cash surrender value of life insurance |
3,933 | 3,842 | ||||||
Premises and equipment, net |
4,442 | 4,621 | ||||||
Intangible assets |
1,135 | 1,216 | ||||||
Other real estate owned |
902 | 585 | ||||||
Accrued interest receivable and other assets |
981 | 1,136 | ||||||
Total assets |
$ | 190,494 | $ | 186,237 | ||||
LIABILITIES |
||||||||
Deposits |
||||||||
Non-interest bearing demand |
$ | 41,119 | $ | 36,398 | ||||
Interest bearing demand |
13,640 | 15,869 | ||||||
Savings |
59,581 | 60,878 | ||||||
Time |
44,755 | 41,623 | ||||||
Total deposits |
159,095 | 154,768 | ||||||
Federal funds purchased |
980 | | ||||||
Securities sold under agreements to repurchase |
4,025 | 5,456 | ||||||
Federal Home Loan Bank advances |
6,183 | 6,757 | ||||||
Accrued interest and other liabilities |
1,033 | 1,146 | ||||||
Total liabilities |
171,316 | 168,127 | ||||||
SHAREHOLDERS EQUITY |
||||||||
Common stock (no par value, 2,500,000 shares authorized;
2,160,000 issued) |
4,869 | 4,869 | ||||||
Retained earnings |
14,507 | 13,658 | ||||||
Treasury stock, at cost (13,719 shares) |
(204 | ) | (204 | ) | ||||
Accumulated other comprehensive income (loss) |
6 | (213 | ) | |||||
Total shareholders equity |
19,178 | 18,110 | ||||||
Total liabilities and shareholders equity |
$ | 190,494 | $ | 186,237 | ||||
See accompanying notes to consolidated financial statements
1
CONSUMERS BANCORP, INC.
(Dollars in thousands, except per share amounts)
| Three Months ended | Six Months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Interest income |
||||||||||||||||
Loans, including fees |
$ | 2,291 | $ | 2,241 | $ | 4,635 | $ | 4,552 | ||||||||
Securities |
||||||||||||||||
Taxable |
240 | 246 | 497 | 411 | ||||||||||||
Tax-exempt |
40 | 35 | 77 | 69 | ||||||||||||
Federal funds sold |
2 | 12 | 3 | 46 | ||||||||||||
Total interest income |
2,574 | 2,534 | 5,212 | 5,078 | ||||||||||||
Interest expense |
||||||||||||||||
Deposits |
320 | 345 | 621 | 799 | ||||||||||||
Federal Home Loan Bank advances |
30 | 18 | 59 | 27 | ||||||||||||
Other |
20 | 15 | 37 | 32 | ||||||||||||
Total interest expense |
370 | 378 | 717 | 858 | ||||||||||||
Net interest income |
2,204 | 2,156 | 4,495 | 4,220 | ||||||||||||
Provision for loan losses |
7 | 199 | 21 | 265 | ||||||||||||
Net interest income after
Provision for loan losses |
2,197 | 1,957 | 4,474 | 3,955 | ||||||||||||
Other income |
||||||||||||||||
Service charges on deposit accounts |
415 | 395 | 834 | 796 | ||||||||||||
Gain on sale of securities |
35 | | 35 | | ||||||||||||
Other |
140 | 172 | 322 | 385 | ||||||||||||
Total other income |
590 | 567 | 1,191 | 1,181 | ||||||||||||
Other expenses |
||||||||||||||||
Salaries and employee benefits |
996 | 1,053 | 1,921 | 1,987 | ||||||||||||
Occupancy |
286 | 285 | 565 | 586 | ||||||||||||
Directors fees |
37 | 25 | 68 | 62 | ||||||||||||
Professional fees |
123 | 68 | 258 | 148 | ||||||||||||
Franchise taxes |
54 | 54 | 108 | 108 | ||||||||||||
Printing and supplies |
55 | 41 | 95 | 79 | ||||||||||||
Telephone |
47 | 50 | 96 | 100 | ||||||||||||
Amortization of intangible |
40 | 40 | 81 | 80 | ||||||||||||
Other |
342 | 382 | 703 | 698 | ||||||||||||
Total other expenses |
1,980 | 1,998 | 3,895 | 3,848 | ||||||||||||
Income before income taxes |
807 | 526 | 1,770 | 1,288 | ||||||||||||
Income tax expense |
246 | 146 | 535 | 383 | ||||||||||||
Net Income |
$ | 561 | $ | 380 | $ | 1,235 | $ | 905 | ||||||||
Basic earnings per share |
$ | 0.26 | $ | 0.18 | $ | 0.58 | $ | 0.42 | ||||||||
See accompanying notes to consolidated financial statements
2
CONSUMERS BANCORP, INC.
(Dollars in thousands, except per share data)
| Three Months ended | Six Months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
Balance at beginning of period |
$ | 18,938 | $ | 17,542 | $ | 18,110 | $ | 17,268 | ||||||||
Comprehensive income |
||||||||||||||||
Net Income |
561 | 380 | 1,235 | 905 | ||||||||||||
Other comprehensive income (loss) |
(128 | ) | (8 | ) | 219 | (87 | ) | |||||||||
Total comprehensive income |
433 | 372 | 1,454 | 818 | ||||||||||||
Common cash dividends |
(193 | ) | (172 | ) | (386 | ) | (344 | ) | ||||||||
Balance at the end of the period |
$ | 19,178 | $ | 17,742 | $ | 19,178 | $ | 17,742 | ||||||||
Common cash dividends per share |
$ | 0.09 | $ | 0.08 | $ | 0.18 | $ | 0.16 | ||||||||
See accompanying notes to consolidated financial statements.
3
CONSUMERS BANCORP, INC.
(Dollars in thousands)
| Six Months Ended | ||||||||
| December 31, | ||||||||
| 2004 | 2003 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 1,235 | $ | 905 | ||||
Adjustments to reconcile net income to net cash
from operating activities |
355 | 749 | ||||||
Net cash from operating activities |
1,590 | 1,654 | ||||||
Cash flow from investing activities |
||||||||
Securities available for sale |
||||||||
Purchases |
(2,551 | ) | (17,276 | ) | ||||
Maturities and principal pay downs |
3,105 | 9,739 | ||||||
Proceeds from sales of securities |
2,381 | | ||||||
Net decrease in federal funds sold |
210 | 14,335 | ||||||
Net increase in loans |
(8,627 | ) | (8,114 | ) | ||||
Acquisition of premises and equipment |
(139 | ) | (93 | ) | ||||
Disposal of premises and equipment |
29 | | ||||||
Net cash from investing activities |
(5,592 | ) | (1,409 | ) | ||||
Cash flow from financing activities |
||||||||
Net increase (decrease) in deposit accounts |
4,327 | (2,677 | ) | |||||
Net increase in federal funds purchased |
980 | | ||||||
Net decrease in repurchase agreements |
(1,431 | ) | (205 | ) | ||||
Repayments of FHLB advances, net |
(574 | ) | (44 | ) | ||||
Dividends paid |
(386 | ) | (344 | ) | ||||
Net cash from financing activities |
2,916 | (3,270 | ) | |||||
Decrease in cash or cash equivalents |
(1,086 | ) | (3,025 | ) | ||||
Cash and cash equivalents, beginning of year |
5,229 | 8,465 | ||||||
Cash and cash equivalents, end of period |
$ | 4,143 | $ | 5,440 | ||||
Supplemental non-cash disclosures: |
||||||||
Transfer from loans to repossessed assets |
$ | 400 | | |||||
See accompanying notes to consolidated financial statements.
4
CONSUMERS BANCORP, INC.
(Dollars in thousands, except per share amounts)
Note 1 Summary of Significant Accounting Policies:
Basis of Presentation:
The consolidated financial statements include the accounts of Consumers Bancorp, Inc. (the
Corporation) and its wholly owned subsidiary, Consumers National Bank (the Bank). All
significant inter-company transactions 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 December 31, 2004, 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, 2004, 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.
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 ended December 31, 2004 and 2003. The Corporations capital structure contains no dilutive securities.
Newly Issued But Not Yet Effective Accounting Standards:
The Emerging Issues Task Force (EITF) Issue 03-1, The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments, contains accounting guidance regarding
other-than-temporary impairment on securities that was to take effect for the quarter ended
December 31, 2004. However, the effective date of portions of this guidance has been delayed, and
more interpretive guidance is to be issued in the near future. The effect of this new and pending
guidance on the Companys financial statements is not known, but it is possible this guidance could
change managements assessment of other-than-temporary impairment in future periods.
FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. There will be no significant effect on the financial position upon adoption since the Corporation does not have stock options.
5
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
FAS 153 modifies an exception from fair value measurement of nonmonetary exchanges. Exchanges that are not expected to result in significant changes in cash flows of the reporting entity are not measured at fair value. This supersedes the prior exemption from fair value measurement for exchanges of similar productive assets, and applies for fiscal years beginning after June 15, 2005. The effect on the Corporations financial position and results of operations is not expected to be material upon and after adoption.
SOP 03-3 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made. The effect on the Corporations financial position and results of operations is not expected to be material upon and after adoption.
Note 2 Securities
| Gross | Gross | |||||||||||
| Fair | Unrealized | Unrealized | ||||||||||
| December 31, 2004 | Value | Gains | Losses | |||||||||
Securities available for sale: |
||||||||||||
U.S. Treasury |
$ | 992 | $ | | $ | (6 | ) | |||||
Agencies |
5,203 | 5 | (39 | ) | ||||||||
Obligations of states and
political subdivisions |
3,767 | 116 | | |||||||||
Mortgagebacked securities |
17,193 | 37 | (149 | ) | ||||||||
Equity securities |
1,205 | 44 | | |||||||||
Total Securities |
$ | 28,360 | $ | 202 | $ | (194 | ) | |||||
| Gross | Gross | |||||||||||
| Fair | Unrealized | Unrealized | ||||||||||
| June 30, 2004 | Value | Gains | Losses | |||||||||
Securities available for sale: |
||||||||||||
U.S. Treasury |
$ | 992 | $ | | $ | (5 | ) | |||||
Agencies |
5,702 | 21 | (94 | ) | ||||||||
Obligations of states and
political subdivisions |
3,680 | 61 | (36 | ) | ||||||||
Mortgagebacked securities |
19,422 | 92 | (408 | ) | ||||||||
Equity securities |
1,210 | 46 | | |||||||||
Total Securities |
$ | 31,006 | $ | 220 | $ | (543 | ) | |||||
6
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
Sales of available for sale securities were as follows:
| Three and Six | Three and Six | |||||||
| Months Ended | Months Ended | |||||||
| December 31, 2004 | December 31, 2003 | |||||||
Proceeds |
$ | 2,381 | $ | | ||||
Gross gains |
35 | | ||||||
The estimated fair value of securities at December 31, 2004, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| Estimated Fair | ||||
| Value | ||||
Due in one year or less |
$ | 1,111 | ||
Due after one year through five years |
7,034 | |||
Due after five years through ten years |
1,611 | |||
Due after ten years |
206 | |||
Total |
9,962 | |||
Mortgage-backed securities |
17,193 | |||
Equity securities |
1,205 | |||
Total |
$ | 28,360 | ||
At December 31, 2004, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies and corporations, with an aggregate book value which exceeds 10% of shareholders equity. Unrealized losses on securities that have been in a continuous loss position for 12 months or more are immaterial at December 31, 2004.
7
CONSUMERS BANCORP, INC.
Notes to the Consolidated Financial Statements
(Unaudited) (continued)
(Dollars in thousands, except per share amounts)
Note 3 Loans
Major classifications of loans are as follows:
| December 31, 2004 | June 30, 2004 | |||||||
Real estate residential mortgage |
$ | 63,660 | $ | 65,312 | ||||
Real estate construction |
4,657 | 3,945 | ||||||
Commercial, financial and agriculture |
73,287 | 64,546 | ||||||
Consumer |
6,677 | 6,596 | ||||||
| 148,281 | 140,399 | |||||||
Deferred loan fees and costs |
(251 | ) | (254 | ) | ||||
Allowance for loan losses |
(1,432 | ) | (1,753 | ) | ||||
| $ | 146,598 | $ | 138,392 | |||||
| December 31, | June 30, | December 31, | ||||||||||
| 2004 | 2004 | 2003 | ||||||||||
Loans past due over 90 days and still
accruing |
$ | 12 | $ | 178 | $ | 194 | ||||||
Loans on non-accrual |
1,306 | 2,092 | 2,487 | |||||||||
Impaired loans included in non-accrual loans |
1,229 | 797 | 630 | |||||||||
Amount of allowance allocated |
279 | 147 | 111 | |||||||||
Note 4 Allowance for Loan Losses
A summary of activity in the allowance for loan losses for the six months ended December 31, 2004, and 2003, are as follows:
| Six months ending | ||||||||
| December 31, | ||||||||
| 2004 | 2003 | |||||||
Beginning of period |
$ | 1,753 | $ | 1,685 | ||||
Provision |
21 | 265 | ||||||
Charge-offs |
(405 | ) | (270 | ) | ||||
Recoveries |
63 | 73 | ||||||
Balance at December 31, |
$ | 1,432 | $ | 1,753 | ||||
8
CONSUMERS BANCORP, INC.
(Dollars in thousands, except per share data)
General
The following is managements analysis of the Corporations results of operations for the three
month and six month periods ended December 31, 2004, compared to the same period in 2003, and the
consolidated balance sheets at December 31, 2004 compared to June 30, 2004. This discussion is
designed to provide a more comprehensive review of the operating results and financial condition
than could be obtained from an examination of the financial statements alone. This analysis should
be read in conjunction with the consolidated financial statements and related footnotes and the
selected financial data included elsewhere in this report.
Forward-Looking Statements
When used in this report (including information incorporated by reference in this report), the
words or phrases will likely result, are expected to, will continue, is anticipated,
estimate, project, believe or similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements may involve risks and
uncertainties that are difficult to predict, may be beyond the Corporations control, and could
cause actual results to differ materially from those described in such statements. Any such
forward-looking statements are made only as of the date of this report or the respective dates of
the relevant incorporated documents, as the case may be, and, except as required by law, the
Corporation undertakes no obligation to update these forward-looking statements to reflect
subsequent events or circumstances. Various factors, including regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending activities and
competitive and regulatory factors, could affect the Corporations financial performance and could
cause the Corporations actual results for future periods to differ materially from those
anticipated or projected.
The risks and uncertainties identified above are not the only risks the Corporation faces. Additional risks and uncertainties not presently known to the Corporation or that the Corporation currently believes to be immaterial also may adversely affect the Corporation. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on the Corporations business, financial condition and results of operations.
Results of Operations
Three and Six Months Ended December 31, 2004 and 2003
Net Income
Net income was $561 for the second fiscal quarter of 2005, an increase of $181 compared to the
second quarter of 2004 net income of $380. Earnings per common share for the second fiscal quarter
of 2005 were $0.26 as compared to $0.18 for the second fiscal quarter of 2004.