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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
(Mark one)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES | |
| EXCHANGE ACT OF 1934 | ||
| For the fiscal year ended June 30, 2004 | ||
| OR | ||
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES | |
| EXCHANGE ACT OF 1934 | ||
| For the transition period from to |
Commission File No. 033-79130
CONSUMERS BANCORP, INC.
| OHIO | 34-1771400 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 614 East Lincoln Way, P.O. Box 256, Minerva, Ohio | 44657 | |||
| (Address of principal executive offices) | (Zip code) | |||
(330) 868-7701
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Shares, no par
(Title of class)
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. Yesx Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yeso Nox
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Based on the closing sales price on December 31, 2003 the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $ 31,982,072.
The number of shares outstanding of the Registrant’s common stock, without par value was 2,146,281 at September 23, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents, portions of which are incorporated by reference, and the Parts of this Form 10-K into which such portions are incorporated:
| (1) | Consumers Bancorp, Inc. Annual Report to shareholders for the fiscal year ended June 30, 2004, portions of which are incorporated by reference into parts I, II, and IV of this Form 10-K; and, | |||
| (2) | Consumers Bancorp, Inc. Proxy Statement dated September 10, 2004, portions of which are incorporated by reference into Parts III and IV of this Form 10-K. | |||
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FORWARD LOOKING STATEMENTS
All statements set forth in this report or future filings by the Corporation with the Securities and Exchange Commission, or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, that are not historical in nature, including statements as to the Corporation’s expectations, beliefs and strategies regarding the future, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Corporation’s control and could cause actual results to differ materially from those described in such statements. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, the Corporation can give no assurance that such expectations will prove to be correct. The forward-looking statements included in this discussion speak only as of the date of this Annual Report, and, except as required by law, the Corporation undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Corporation’s performance include, but are not limited to: regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities and competitive and regulatory factors.
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 are currently believed to be immaterial also may adversely affect the Corporation. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on the Corporation’s business, financial condition and results of operations.
PART I
ITEM 1 — BUSINESS
Business
Consumers Bancorp, Inc. (the “Corporation”), is a bank holding company under the Bank Holding Company Act of 1956, as amended and is a registered bank holding company, incorporated under the laws of the State of Ohio. The Corporation owns all of the issued and outstanding capital stock of Consumers National Bank (the “Bank”), a bank chartered under the laws of the United States. On February 28, 1995, the Corporation acquired all of the common stock issued by the Bank. The Corporation’s activities have been limited primarily to holding the common stock of the Bank.
Serving the Minerva, Ohio area since 1965, the Bank’s main office is located at 614 E. Lincoln Way, Minerva, Ohio. The Bank’s business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its market area, consisting primarily of Stark, Columbiana, Carroll and contiguous counties in Ohio. The Bank also invests in securities consisting primarily of U.S. government and government agency obligations, municipal obligations, mortgage-backed securities and other securities.
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The Bank owns 100% of Community Title Agency, Inc., a title agency company. The subsidiary accounts for less than 2% of the Corporation’s consolidated assets and business.
Supervision and Regulation
Regulation of the Corporation:
The Bank Holding Company Act: As a bank holding company, the Corporation is subject to regulation under the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the examination and reporting requirements of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). Under the BHCA, the Corporation is subject to periodic examination by the Federal Reserve Board and required to file periodic reports regarding its operations and any additional information that the Federal Reserve Board may require.
The BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those activities. In addition, the BHCA requires every bank holding company to obtain the approval of the Federal Reserve Board prior to acquiring substantially all the assets of any bank, acquiring direct or indirect ownership or control of more than 5% of the voting shares of a bank or merging or consolidating with another bank holding company.
Privacy Provisions of Gramm-Leach-Bliley Act: The Gramm-Leach-Bliley Act of 2000 contains extensive provisions on a customer’s right to privacy of non-public personal information. Under these provisions, a financial institution must provide to its customers the institution’s policies and procedures regarding the handling of customers’ non-public personal information. Except in certain cases, an institution may not provide personal information to unaffiliated third parties unless the institution discloses that such information may be disclosed and the customer is given the opportunity to opt out of such disclosure. The Corporation and the Bank are also subject to certain state laws that deal with the use and distribution of non-public personal information.
Interstate Banking and Branching: Prior to enactment of the Interstate Banking and Branch Efficiency Act of 1995, the Corporation would have been prohibited from acquiring banks outside Ohio, unless the laws of the state in which the target bank was located specifically authorized the transaction. The Interstate Banking and Branch Efficiency Act has eased restrictions on interstate expansion and consolidation of banking operations by, among other things: (i) permitting interstate bank acquisitions regardless of host state laws, (ii) permitting interstate merger of banks unless specific states have opted out of this provision and (iii) permitting banks to establish new branches outside the state provided the law of the host state specifically allows interstate bank branching.
Sarbanes-Oxley Act: On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which created important new requirements for public companies in the area of financial disclosure and corporate governance. In accordance with section 302(a) of the Sarbanes-Oxley Act, written certifications by the Corporation’s Chief Executive Officer and Chief Financial Officer are required. These certifications attest that the Corporation’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact or omit to state
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a material fact. See Item 9A “Controls and Procedures” for the Corporation’s evaluation of its disclosure controls and procedures.
Regulation of the Bank:
OCC & FDIC Regulation: As a national bank, Consumers National Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (the “OCC”). It is also subject to regulation, supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”).
Under regulations promulgated by the OCC, the Bank may not declare a dividend in excess of its undivided profits. Additionally, the Bank may not declare a dividend if the total amount of all dividends, including the proposed dividend, declared by the Bank in any calendar year exceeds the total of it’s retained net income of that year to date, combined with its retained net income of the two preceding years, unless the dividend is approved by the OCC. The Bank may not declare or pay any dividend if, after making the dividend, the Bank would be “undercapitalized,” as defined in the federal regulations.
The FDIC is an independent federal agency, which insures the deposits of federally insured banks and savings associations up to certain prescribed limits and safeguards the safety and soundness of financial institutions. The deposits of the Bank are subject to the deposit insurance assessments of the Bank Insurance Fund of the FDIC. Under the FDIC’s deposit insurance assessment system, the assessment rate for any insured institutions varies according to regulatory capital levels of the institution and other factors such as supervisory evaluations.
The FDIC is authorized to prohibit any insured institution from engaging in any activity that poses a serious threat to the insurance fund and may initiate enforcement actions against banks, after first giving the institution’s primary regulatory authority an opportunity to take such action. The FDIC may also terminate the deposit insurance of any institution that has engaged in or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, order or condition imposed by the FDIC.
In addition to the supervision and regulation matters listed above, the Bank is also a member of the Federal Home Loan Bank of Cincinnati (the “FHLB”), which is a privately capitalized, government sponsored enterprise that expands housing and economic development opportunities throughout the nation by providing loans and other banking services to community-based financial institutions.
Capital Guidelines: The Federal Reserve Board has adopted risk-based capital guidelines to evaluate the adequacy of capital of bank holding companies and state member banks. The guidelines involve a process of assigning various risk weights to different classes of assets, then evaluating the sum of the risk-weighted balance sheet structure against the holding company’s capital base. Failure to meet capital guidelines could subject a banking institution to various penalties, including termination of FDIC deposit insurance. The Bank had risk-based capital ratios above minimum requirements at June 30, 2004.
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Community Reinvestment Act: The Community Reinvestment Act requires depository institutions to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practices. Under this Act, each institution is required to adopt a statement for each of its marketing areas describing the depository institution’s efforts to assist in its community’s credit needs. Depository institutions are periodically examined for compliance and assigned ratings. Banking regulators consider these ratings when considering approval of a proposed transaction by an institution.
In addition, the Bank is subject to federal regulations regarding such matters as reserves, limitations on the nature and the amount of loans and investments, issuance or retirement of its own securities, limitations on the payment of dividends and other aspects of banking operations.
Effects of Government Monetary Policy:
The earnings of the Bank are affected by general and local economic conditions and by the policies of various governmental regulatory authorities. In particular, the Federal Reserve Board regulates money and credit conditions and interest rates to influence general economic conditions, primarily through open market acquisitions or dispositions of United States Government securities, varying the discount rate on member bank borrowings and setting reserve requirements against member and nonmember bank deposits. Federal Reserve Board monetary policies have had a significant effect on the interest income and interest expense of commercial banks, including the Bank, and are expected to continue to do so in the future.
Future Regulatory Uncertainty:
Various legislation, including proposals to change substantially the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies, is from time to time introduced in Congress. This legislation may change banking statutes and the operating environment of the Corporation and its subsidiaries in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Corporation cannot predict whether any of this potential legislation will be enacted, and if enacted, the effect that it, or any implemented regulations, would have on the financial condition or results of operations of the Corporation or its subsidiaries.
The Corporation is not aware of any current recommendations by regulatory authorities that, if they were to be implemented, would have a material effect on the Corporation. In addition, the Corporation is not aware of any exposure to material costs associated with environmental hazardous waste cleanup. Bank loan procedures require EPA studies be obtained by Bank management prior to approving any commercial real estate loan with such potential risk.
Employees
As of June 30, 2004, the Bank employed 97 full-time and 21 part-time employees.
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Statistical Disclosure
The following section contains certain financial disclosures related to the Corporation as required under the Securities and Exchange Commission’s Industry Guide 3, “Statistical Disclosures by Bank Holding Companies”, or a specific reference as to the location of the required disclosures in the Registrant’s 2004 Annual Report to Shareholders, portions of which are incorporated in this 10-K by reference.
| I. | DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL |
Information for Average Balances and Net Interest Margin appears in Consumers Bancorp, Inc.’s 2004 Annual Report to Shareholders (Exhibit 13, page 27) and is incorporated herein by reference.
The following table presents the changes in the Corporation’s interest income and interest expense resulting from changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities. Changes attributable to both rate and volume that cannot be segregated have been allocated in proportion to the changes due to rate and volume.
INTEREST RATES AND INTEREST DIFFERENTIAL
| 2004 Compared to 2003 | 2003 Compared to 2002 | |||||||||||||||||||||||
| Increase / (Decrease) | Increase / (Decrease) | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Change | Change | Change | Change | |||||||||||||||||||||
| Total | due to | due to | Total | due to | due to | |||||||||||||||||||
| Change | Volume | Rate | Change | Volume | Rate | |||||||||||||||||||
| Securities | ||||||||||||||||||||||||
| Taxable | $ | (185 | ) | $ | (36 | ) | $ | (149 | ) | $ | (62 | ) | $ | 232 | $ | (294 | ) | |||||||
| Nontaxable (1) | 26 | 49 | (23 | ) | 5 | 26 | (21 | ) | ||||||||||||||||
| Loans receivable (2) | (1,303 | ) | 532 | (1,835 | ) | (1,893 | ) | (694 | ) | (1,199 | ) | |||||||||||||
| Federal funds sold | (81 | ) | (55 | ) | (26 | ) | (44 | ) | 40 | (84 | ) | |||||||||||||
| Total interest income | (1,543 | ) | 490 | (2,033 | ) | (1,994 | ) | (396 | ) | (1,598 | ) | |||||||||||||
| Deposits | ||||||||||||||||||||||||
| NOW accounts | (59 | ) | 8 | (67 | ) | (53 | ) | 9 | (62 | ) | ||||||||||||||
| Savings deposits | (290 | ) | 16 | (306 | ) | (365 | ) | 59 | (424 | ) | ||||||||||||||
| Time deposits | (739 | ) | (229 | ) | (510 | ) | (1,139 | ) | (499 | ) | (640 | ) | ||||||||||||
| Repurchase agreements | (9 | ) | 9 | (18 | ) | (4 | ) | 41 | (45 | ) | ||||||||||||||
| FHLB advances | (25 | ) | (11 | ) | (14 | ) | (41 | ) | (40 | ) | (1 | ) | ||||||||||||
| Other | (5 | ) | (5 | ) | — | 5 | 5 | — | ||||||||||||||||
| Total interest expense | (1,127 | ) | (212 | ) | (915 | ) | (1,597 | ) | (425 | ) | (1,172 | ) | ||||||||||||
| Net interest income | $ | (416 | ) | $ | 702 | $ | (1,118 | ) | $ | (397 | ) | $ | 29 | $ | (426 | ) | ||||||||
| (1) | Nontaxable income is adjusted to a fully tax equivalent basis utilizing a 34% tax rate. |
| (2) | Nonaccrual loan balances are included for purposes of computing the rate and volume effects although interest on these balances has been excluded. |
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| II. | INVESTMENT PORTFOLIO |
The following table sets forth certain information regarding the amortized cost and fair value of the Corporation’s securities at the dates indicated.
| At June 30, | ||||||||||||||||||||||||
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Amortized | Fair | Amortized | Fair | Amortized | Fair | |||||||||||||||||||
| (Dollars in thousands) | Cost | Value | Cost | Value | Cost | Value | ||||||||||||||||||
| U.S. Treasury and Federal agencies | $ | 6,772 | $ | 6,694 | $ | 6,328 | $ | 6,439 | $ | 11,067 | $ | 11,167 | ||||||||||||
| Obligations of State and Political subdivisions | 3,655 | 3,680 | 3,143 | 3,303 | 3,040 | 3,104 | ||||||||||||||||||
| Mortgage-backed securities | 19,738 | 19,422 | 14,062 | 14,238 | 18,481 | 18,806 | ||||||||||||||||||
| Equity securities | 1,164 | 1,210 | 1,130 | 1,133 | 1,042 | 1,045 | ||||||||||||||||||
| Total securities | $ | 31,329 | $ | 31,006 | $ | 24,663 | $ | 25,113 | $ | 33,630 | $ | 34,122 | ||||||||||||
The following tables summarize the amounts and distribution of the Corporation’s securities held and the weighted average yields as of June 30, 2004:
| Amortized | Fair | Average | ||||||||||
| (Dollars in thousands) | Cost | Value | Yield / Cost | |||||||||
AVAILABLE FOR SALE | ||||||||||||
U.S. Treasury and Federal Agencies: | ||||||||||||
| 3 months or less | $ | 501 | $ | 502 | 4.00 | % | ||||||
| Over 3 months through 1 year | 1,771 | 1,791 | 3.58 | |||||||||
| Over 1 year through 5 years | 4,500 | 4.401 | 3.10 | |||||||||
| Over 5 years | — | — | ||||||||||
Total U.S. Treasury and Federal Agencies | 6,772 | 6,694 | 3.29 | |||||||||
Obligations of State and Political subdivisions: | ||||||||||||
| 3 months or less | — | — | ||||||||||
| Over 3 months through 1 year | 155 | 157 | 6.05 | |||||||||
| Over 1 year through 5 years | 1,849 | 1,893 | 6.19 | |||||||||
| Over 5 years through 10 years | 1,245 | 1,240 | 5.14 | |||||||||
| Over 10 years | 406 | 390 | 5.48 | |||||||||
Total Obligations of State and Political subdivisions | 3,655 | 3,680 | 5.75 | |||||||||
Mortgage-Backed: | ||||||||||||
| 3 months or less | — | — | ||||||||||
| Over 3 months through 1 year | 801 | 817 | 3.57 | |||||||||
| Over 1 year through 5 years | 15,684 | 15,432 | 3.89 | |||||||||
| Over 5 years through 10 years | 3,215 | 3,135 | 4.53 | |||||||||
| Over 10 years | 38 | 38 | 3.42 | |||||||||
Total Mortgage-Backed | 19,738 | 19,422 | 3.98 | |||||||||
Equity securities | 1,164 | 1,210 | 3.82 | |||||||||
Total securities | $ | 31,329 | $ | 31,006 | 4.03 | % | ||||||
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The weighted average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount. The weighted average yield on tax-exempt obligations has been determined on a tax equivalent basis. Equity securities consist primarily of Federal Home Loan Bank and Bankers Bancshares, Inc. stock that bear no stated maturities and do not reflect principal prepayment assumptions. Average yields are based on amortized cost balances.
Excluding those holdings of the investment portfolio in U.S. Treasury securities and other agencies and corporations of the U.S. government, there were no investments in securities of any one issuer that exceeded 10% of the consolidated shareholders’ equity of the Registrant at June 30, 2004.
| III. | LOAN PORTFOLIO | |||
| A. | Types of Loans – Total loans on the balance sheet are comprised of the following classifications at June 30, | |||
| (Dollars in thousands) | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
| Real Estate | ||||||||||||||||||||
| Real estate – mortgage | $ | 65,312 | $ | 57,497 | $ | 56,716 | $ | 58,103 | $ | 43,769 | ||||||||||
| Real estate – construction | 3,945 | 669 | 2,107 | 3,214 | 878 | |||||||||||||||
| Commercial, financial and agricultural | 64,546 | 58,484 | 53,535 | 53,187 | 54,542 | |||||||||||||||
| Installment loans to individuals | 6,596 | 8,240 | 13,029 | 18,574 | 18,810 | |||||||||||||||
| Total Loans | $ | 140,399 | $ | 124,890 | $ | 125,387 | $ | 133,078 | $ | 117,999 | ||||||||||
| B. | Maturities and Sensitivities of Loans to Changes in Interest Rates – The following is a schedule of contractual maturities and repayments of real estate construction, commercial, financial and agricultural loans, as of June 30, 2004: |
| (Dollars in thousands) | ||||
| Due in one year or less | $ | 20,315 | ||
| Due after one year but within five years | 41,296 | |||
| Due after five years | 6,880 | |||
| Total | $ | 68,491 | ||
The following is a schedule of fixed and variable rate real estate construction, commercial, financial and agricultural loans due after one year (variable rate loans are those loans with floating or adjustable interest rates) as of June 30, 2004:
| Fixed | Variable | |||||||
| (Dollars in thousands) | Interest Rates | Interest Rates | ||||||
| Total real estate construction, commercial, financial and agricultural loans due after one year | $ | 8,488 | $ | 39,688 | ||||
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| C. | Risk Elements |
Nonaccrual, Past Due, Restructured and Impaired Loans – The following schedule summarizes nonaccrual, past due, restructured and impaired loans for the years ended June 30:
| (Dollars in thousands) | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
| Nonaccrual loans | $ | 2,092 | $ | 1,050 | $ | 829 | $ | 267 | $ | 53 | ||||||||||
| Accrual loans past due 90 days | 178 | 39 | 552 | 73 | 233 | |||||||||||||||
| Restructured loans | — | — | — | — | — | |||||||||||||||
| Total | $ | 2,270 | $ | 1,089 | $ | 1,381 | $ | 340 | $ | 286 | ||||||||||
| Impaired loans (included in nonaccrual loans above) | 797 | 505 | 456 | — | — | |||||||||||||||
Potential Problem Loans – There were no loans not otherwise identified which are included on management’s watch list. Management’s watch list includes both loans which management has some doubt as to the borrowers’ ability to comply with the present repayment terms and loans which management is actively monitoring due to changes in the borrowers financial condition. These loans and their potential loss exposure have been considered in management’s analysis of the adequacy of the allowance for loan losses.
Foreign Outstandings – There were no foreign outstandings during the periods presented.
There are no concentrations of loans greater than 10% of total loans, which are not otherwise disclosed as a category of loans.
Other Interest Bearing Assets – As of June 30, 2004, there are no other interest bearing assets that would be required to be disclosed under Item III C.1 or 2 if such assets were loans. The Corporation had $585 and $35 in Other Real Estate Owned as of June 30, 2004 and June 30, 2003, respectively.
| IV. | SUMMARY OF LOAN LOSS EXPERIENCE |
The following schedule presents an analysis of the allowance for loan losses, average loan data, and related ratios for the years ended June 30,
| (Dollars in thousands) | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
| Allowance for loan losses at beginning of year | $ | 1,685 | $ | 1,668 | $ | 1,552 | $ | 1,413 | $ | 1,193 | ||||||||||
| Loans charged off: | ||||||||||||||||||||
| Real estate mortgage | 84 | 56 | 174 | 73 | — | |||||||||||||||
| Real estate construction | — | — | 4 | — | — | |||||||||||||||
| Commercial, financial and agricultural | 86 | 32 | 17 | 79 | 34 | |||||||||||||||
| Installment loans to individuals | 283 | 515 | 740 | 493 | 285 | |||||||||||||||
| Total charge offs | 453 | 603 | 935 | 645 | 319 | |||||||||||||||
| Recoveries: | ||||||||||||||||||||
| Real estate mortgage | 17 | 29 | 4 | — | — | |||||||||||||||
| Real estate construction | — | — | — | — | — | |||||||||||||||
| Commercial, financial and agricultural | 7 | 16 | — | 38 | 40 | |||||||||||||||
| Installment loans to individuals | 116 | 161 | 130 | 83 | 52 | |||||||||||||||
| Total recoveries | 140 | 206 | 134 | 121 | 92 | |||||||||||||||
| Net charge offs | 313 | 397 | 801 | 524 | 227 | |||||||||||||||
| Provision for loan losses charged to operations | 381 | 414 | 917 | 663 | 447 | |||||||||||||||
| Allowance for loan losses at end of year | $ | 1,753 | $ | 1,685 | $ | 1,668 | $ | 1,552 | $ | 1,413 | ||||||||||
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The allowance for loan losses balance and the provision charged to expense are judgmentally determined by management based upon the periodic review of the loan portfolio, an analysis of impaired loans, past loan loss experience, economic conditions, anticipated loan portfolio growth, and various other circumstances which are subject to change over time. In making this judgment, management reviews selected large loans as well as delinquent loans, nonaccrual loans, problem loans, and loans to industries experiencing economic difficulties. The collectibility of these loans is evaluated after considering the current financial position of the borrower, the estimated market value of the collateral, guarantees and the Corporation’s collateral position versus other creditors. Judgments, which are necessarily subjective, as to the probability of loss and the amount of such loss, are formed on these loans, as well as other loans in the aggregate.
The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios:
| Allocation of the Allowance for Loan Losses | ||||||||||||||||
| Percentage | Percentage | |||||||||||||||
| Of Loans | Of Loans | |||||||||||||||
| In Each | In Each | |||||||||||||||
| Allowance | Category To | Allowance | Category To | |||||||||||||
| Amount | Total Loans | Amount | Total Loans | |||||||||||||
| (Dollars in thousands) | June 30, 2004 | |||||||||||||||
| Commercial, financial and agricultural | $ | 639 | 46.0 | % | ||||||||||||
| Installment loans to individuals | 272 | 4.7 | ||||||||||||||
| Real estate | 676 | 49.3 | ||||||||||||||
| Unallocated | 166 | — | ||||||||||||||
| Total | $ | 1,753 | 100.0 | % | ||||||||||||
| June 30, 2003 | June 30, 2002 | |||||||||||||||
| Commercial, financial and agricultural | $ | 681 | 46.8 | % | $ | 680 | 42.7 | % | ||||||||
| Installment loans to individuals | 596 | 6.6 | 581 | 10.4 | ||||||||||||
| Real estate | 302 | 46.6 | 241 | 46.9 | ||||||||||||
| Unallocated | 106 | — | 166 | — | ||||||||||||
| Total | $ | 1,685 | 100.0 | % | $ | 1,668 | 100.0 | % | ||||||||
| June 30, 2001 | June 30, 2000 | |||||||||||||||
| Commercial, financial and agricultural | $ | 662 | 40.0 | % | $ | 650 | 46.3 | % | ||||||||
| Installment loans to individuals | 437 | 14.0 | 296 | 15.9 | ||||||||||||
| Real estate | 287 | 46.0 | 226 | 37.8 | ||||||||||||
| Unallocated | 166 | — | 241 | — | ||||||||||||
| Total | $ | 1,552 | 100.0 | % | $ | 1,413 | 100.0 | % | ||||||||
While management’s periodic analysis of the adequacy of the allowance for loan loss may allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.
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| V. | DEPOSITS |
The following is a schedule of average deposit amounts and average rates paid on each category for the periods included:
| Years Ended June 30, | ||||||||||||||||||||||||
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Amount | Rate | Amount | Rate | Amount | Rate | |||||||||||||||||||
| Noninterest bearing demand deposit | $ | 36,103 | — | $ | 31,770 | — | $ | 28,322 | — | |||||||||||||||
| Interest bearing demand deposit | 14,059 | .49 | % | 13,202 | .97 | % | 12,593 | 1.44 | % | |||||||||||||||
| Savings | 61,004 | .42 | 59,282 | .92 | 55,692 | 1.64 | ||||||||||||||||||
| Certificates and other time deposits | 46,375 | 2.36 | 53,019 | 3.45 | 63,729 | 4.66 | ||||||||||||||||||
| Total | $ | 157,541 | .90 | % | $ | 157,273 | 1.59 | % | $ | 160,366 | 2.53 | % | ||||||||||||
The following table summarizes time deposits issued in amounts of $100,000 or more as of June 30, 2004 by time remaining until maturity:
| (Dollars in thousands) | ||||
| Maturing in: | ||||
| Under 3 months | $ | 568 | ||
| Over 3 to 6 months | 109 | |||
| Over 6 to 12 months | 1,326 | |||
| Over 12 months | 5,304 | |||
| Total | $ | 7,307 | ||
| VI. | Return on Equity and Assets |
| June 30, 2004 | June 30, 2003 | June 30, 2002 | ||||||||||
| Return on Average Assets | 1.13 | % | 1.21 | % | 1.22 | % | ||||||
| Return on Average Equity | 11.65 | 13.11 | 14.85 | |||||||||
| Dividend Payout Ratio | 35.05 | 33.11 | 30.77 | |||||||||
| Average Equity to Average Assets | 9.74 | 9.23 | 8.24 | |||||||||
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ITEM 2 — PROPERTIES
The Bank owns and maintains the premises in which seven of the nine banking facilities are located, and leases offices in Carrollton and Alliance. The location of each of the offices is as follows:
| Minerva Office: | 614 E. Lincoln Way, P.O. Box 256, Minerva, Ohio, 44657 | |
| Salem Office: | 141 S. Ellsworth Ave., P.O. Box 798, Salem, Ohio, 44460 | |
| Waynesburg Office: | 8607 Waynesburg Dr. SE, P.O. Box 746, Waynesburg, Ohio, 44423 | |
| Hanoverton Office: | 30034 Canal St., P.O. Box 178, Hanoverton, Ohio, 44423 | |
| Carrollton Office: | 1017 Canton Rd. NW, P.O. Box 8, Carrollton, Ohio, 44615 | |
| Alliance Office: | 610 West State St., Alliance, Ohio, 44601 | |
| East Canton Office: | 440 W. Noble, East Canton, Ohio, 44730 | |
| Lisbon Office: | 7895 Dickey Dr., Lisbon, Ohio 44432 | |
| Louisville Office: | 1111 N. Chapel St., Louisville, Ohio 44641 |
In the opinion of the management of the Corporation, the properties listed above are adequately covered by insurance.
ITEM 3 — LEGAL PROCEEDINGS
Management is not aware of any pending or threatened litigation in which the Corporation or its subsidiary Bank faces potential loss or exposure which will materially affect the consolidated financial statements or involves a claim for damages exceeding ten percent of the assets of the Corporation.
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to be reported.
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PART II
ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this section appears under the caption “Market Price of the Corporation’s Common Shares & Related Shareholder Matters” located on Page 4 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6 — SELECTED FINANCIAL DATA
The information required by this section appears under the caption “Five-Year Selected Data” located on Page 2 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appears on pages 26 through 33 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this section appears under the caption “Quantitative and Qualitative Disclosures about Market Risk” located on page 32 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Registrant’s Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements and accompanying notes are listed below and are incorporated herein by reference to Consumers Bancorp, Inc.’s 2004 Annual Report to Shareholders (Exhibit 13, pages 5 through 25).
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
June 30, 2004 and 2003
Consolidated Statements of Income
For the years ended June 30, 2004, 2003 and 2002
Consolidated Statement of Changes in Shareholders’ Equity
For the years ended June 30, 2004, 2003 and 2002
Consolidated Statements of Cash Flows
For the years ended June 30, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
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ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No such items.
ITEM 9A — CONTROLS AND PROCEDURES
The management of the Corporation is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. As of June 30, 2004, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure and controls procedures. Based on that evaluation, management concluded that the Corporation’s disclosure controls and procedures as of June 30, 2004 were effective in ensuring that information required to be disclosed in this Annual Report on Form 10-K were recorded, processed, summarized and reported within the time period required by the United States Securities and Exchange Commission’s rules and forms.
Management’s responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective internal controls over financial reporting that are designed to produce reliable financial statements in accordance with accounting policies generally accepted in the United States of America. Management believes that, as of June 30, 2004, its system of internal control over financial reporting met those criteria. There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2004.
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PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item as to the Corporation’s directors and executive officers is set forth in the Corporation’s Proxy Statement dated September 10, 2004 under the captions “Election of Directors” on page 3, “Directors and Executive Officers” on pages 4 and 5, “The Board of Directors and its Committees” on pages 6 and 7, “Section 16(a) Beneficial Ownership Reporting Compliance” on page 14, and “Certain Transactions and Relationships and Legal Proceedings” on page 14, and is incorporated herein by reference.
In accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, the Corporation has adopted a Code of Ethics, which applies to all employees, officers and Directors of the Corporation. A copy of the Code of Ethics is attached as an exhibit to this report.
ITEM 11 — EXECUTIVE COMPENSATION
The information required by this item is set forth in the Corporation’s Proxy Statement dated September 10, 2004 under the captions “Compensation of Directors” on page 7, “Executive Compensation” on page 10, “Defined Contribution Plan” on page 11, “Salary Continuation Program” on page 11, “Compensation Committee Report on Compensation” on page 12, and “Executive & Compensation Committees Interlocks and Insider Participation” on page 13, and is incorporated herein by reference.
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth in the Corporation’s Proxy Statement dated September 10, 2004 under the caption “Security Ownership of Certain Beneficial Owners and Management” on pages 8 and 9, and is incorporated herein by reference.
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth in the Corporation’s Proxy Statement dated September 10, 2004 under the caption “Certain Transactions and Relationships and Legal Proceedings” on page 14, and is incorporated herein by reference.
ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is set forth in the Corporation’s Proxy Statement dated September 10, 2004 under the caption “Auditor’s Fees” on page 15, and is incorporated herein by reference.
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PART IV
ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
| (a) | 1. FINANCIAL STATEMENTS | |
| The following consolidated financial statements, notes thereto, and the report of independent registered public accounting firm are included in the 2004 Annual Report to Shareholders on page 5 through 25, and are incorporated by reference in item 8 of this Report. |
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
June 30, 2004 and 2003
Consolidated Statements of Income
For the years ended June 30, 2004, 2003 and 2002
Consolidated Statement of Changes in Shareholders’ Equity
For the years ended June 30, 2004, 2003 and 2002
Consolidated Statements of Cash Flows
For the years ended June 30, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
| (a) | 2. FINANCIAL STATEMENT SCHEDULES | |
| Not applicable |
| (a) | 3. EXHIBITS |
| Exhibit Number | Description of Document | |
| 3.1 | Amended and Restated Articles of Incorporation of the Corporation. Reference is made to Exhibit A to the Definitive Proxy Statement of the Corporation filed September 28, 2001, which exhibit is incorporated herein by reference. | |
| 3.2 | Amended and Restated Code of Regulations of the Corporation. Reference is made to Exhibit A to the Definitive Proxy Statement of the Corporation filed September 9, 2002, which is incorporated herein by reference. | |
| 4 | Form of Shares Certificate of Common Shares. Reference is made to Form 10-KSB of the Corporation filed September 26, 2002, which is incorporated herein by reference. | |
| 11 | Computation of Earnings per Share. Reference is made to the Corporation’s 2004 Annual Report to Shareholders Note 1, page 12, which is incorporated herein by reference. | |
| 13 | Annual Report to Shareholders for the fiscal year ended June 30, 2004. Filed with this Annual Report on Form 10-K | |
| 14 | Consumers Bancorp, Inc. Code of Ethics | |
| 21 | Subsidiaries of Consumers Bancorp, Inc. filed with this Annual Report on Form 10-K. | |
| 31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| (b) | REPORTS ON FORM 8-K |
Consumers Bancorp, Inc. filed reports on Form 8-K during the quarter ended June 30, 2004 as follows:
| (1) | A Form 8-K was filed April 19, 2004 reporting third quarter and fiscal year-to-date earnings and financial highlights. | |||
| (2) | A Form 8-K was filed June 4, 2004 reporting a series of management changes at Consumers Bancorp, Inc. | |||
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONSUMERS BANCORP, INC. | ||||
| September 27, 2004 | By: | /s/ Steven L. Muckley | ||
| Date | Chief Executive Officer and Chief Financial Officer | |||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of registrant and in the capacities indicated on September 24, 2004.
| Signatures | Signatures | |
| /s/ Laurie L. McClellan | /s/Steven L. Muckley | |
| Laurie L. McClellan | Steven L. Muckley | |
| Chairman of the Board of Directors | Chief Executive Officer, Chief Financial Officer and Director | |
| /s/John P. Furey | /s/ John V. Hanna | |
| John P. Furey | John V. Hanna | |
| Director | Director | |
| /s/ David W. Johnson | /s/ James R. Kiko, Sr. | |
| David W. Johnson | James R. Kiko, Sr. | |
| Director | Director | |
| /s/ Thomas M. Kishman | /s/ John E. Tonti | |
| Thomas M. Kishman | John E. Tonti | |
| Director | Director | |
| /s/ Homer R. Unkefer | /s/ Walter J. Young | |
| Homer R. Unkefer | Walter J. Young | |
| Director | Director |
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Consumers Bancorp, Inc.
Index to Exhibits
| Exhibit Number | Description of Document | |
| 3.1 | Amended and Restated Articles of Incorporation of the Corporation. Reference is made to Exhibit A to the Definitive Proxy Statement of the Corporation filed September 28, 2001, which exhibit is incorporated herein by reference. | |
| 3.2 | Amended and Restated Code of Regulations of the Corporation. Reference is made to Exhibit A to the Definitive Proxy Statement of the Corporation filed September 9, 2002, which exhibit is incorporated herein by reference. | |
| 4 | Form of Shares Certificate of Common Shares. Reference is made to Form 10-KSB of the Corporation filed September 26, 2002, which is incorporated herein by reference. | |
| 11 | Computation of Earnings per Share. Reference is made to the Corporation’s 2004 Annual Report to Shareholders Note 1, page 12, which is incorporated herein by reference. | |
| 13 | Annual Report to Shareholders for the fiscal year ended June 30, 2004. Filed with this Annual Report on Form 10-K. | |
| 14 | Consumers Bancorp, Inc. Code of Ethics. | |
| 21 | Subsidiaries of Consumers Bancorp, Inc. Filed with this Annual Report on Form 10-K. | |
| 31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |