<page> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
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(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2001
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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. 0-24135
PCB HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
INDIANA 35-2040715
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
819 MAIN STREET, TELL CITY, INDIANA 47586
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-812-547-7094
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Former name, former address and former fiscal year,
if changed since last report
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes[ ] No[X]
APPLICABLE ONLY TO CORPORATE ISSUERS; Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date: 379,697 shares of common stock were outstanding as of July 31,
2001.
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PCB HOLDING COMPANY
INDEX
PART I FINANCIAL INFORMATION PAGE
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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000 (unaudited) 3
Consolidated Statements of Income for the three months
and six months ended June 30, 2001 and 2000 (unaudited) 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 2001 and 2000 (unaudited) 5
Notes to consolidated financial statements (unaudited) 6-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9-12
PART II. OTHER INFORMATION 13
SIGNATURES 14
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<table>
<caption>
PART I - FINANCIAL INFORMATION
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
JUNE 30, DECEMBER 31,
-------- ------------
2001 2000
---- ----
(IN THOUSANDS)
<s> <c> <c>
ASSETS
Cash and due from banks $ 161 $ 163
Interest-bearing deposits with banks 1,416 1,613
Securities available for sale, at fair value 935 1,164
Loans receivable, net 28,177 26,459
Federal Home Loan Bank stock, at cost 208 207
Premises and equipment 587 439
Other assets 276 279
------------------------------------------
TOTAL ASSETS $ 31,760 $ 30,324
==========================================
LIABILITIES
Deposits $ 22,993 $ 22,098
Federal Home Loan Bank advances 3,000 2,500
Accrued expenses and other liabilities 70 48
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Total Liabilities 26,063 24,646
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STOCKHOLDERS' EQUITY
Preferred stock of $.01 per share
Authorized 1,000,000 shares; none issued - -
Common stock of $.01 per share
Authorized 4,000,000 shares; issued and
outstanding 412,620 shares 4 4
Additional paid-in capital 3,815 3,814
Retained earnings-substantially restricted 2,343 2,315
Accumulated other comprehensive income -
net unrealized loss on securities available for sale (9) (21)
Unearned stock compensation (97) (112)
Less treasury stock, at cost - 32,923 shares
(29,710 at December 31, 2000) (359) (322)
------------------------------------------
Total Stockholders' Equity 5,697 5,678
------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 31,760 $ 30,324
==========================================
See accompanying notes to consolidated financial statements.
</table>
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<table>
<caption>
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<s> <c> <c> <c> <c>
INTEREST INCOME
Loans $ 554 $ 499 $ 1,099 $ 960
Securities 16 19 33 37
Federal Home Loan Bank dividends 4 4 8 8
Interest-bearing deposits with banks 22 29 39 54
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Total interest income 596 551 1,179 1,059
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INTEREST EXPENSE
Deposits 288 267 577 518
Federal Home Loan Bank advances 47 45 90 79
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Total interest expense 335 312 667 597
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Net interest income 261 239 512 462
Provision for loan losses 6 2 11 4
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Net interest income after provision for loan losses 255 237 501 458
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NONINTEREST INCOME
Service charges on deposit accounts 11 7 20 12
Other income 3 4 7 8
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Total noninterest income 14 11 27 20
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NONINTEREST EXPENSE
Compensation and benefits 110 104 230 210
Occupancy and equipment 17 9 32 20
Deposit insurance premiums 1 1 2 2
Other operating expenses 72 68 156 133
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Total noninterest expense 200 182 420 365
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Income before income taxes 69 66 108 113
Income tax expense 28 26 42 44
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NET INCOME 41 40 66 69
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized losses on securities:
Unrealized holding gains (losses) arising during the period (5) - 12 (3)
Less: reclassification adjustment - - - -
--------------------------- ------------------------
Other comprehensive income (loss) (5) - 12 (3)
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COMPREHENSIVE INCOME $ 36 $ 40 $ 78 $ 66
=========================== ========================
Net income per common share, basic $ 0.11 $ 0.11 $ 0.18 $ 0.18
=========================== ========================
Net income per common share, diluted $ 0.11 $ 0.10 $ 0.18 $ 0.18
=========================== ========================
See accompanying notes to consolidated financial statements.
</table>
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<table>
<caption>
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------
2001 2000
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<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 66 $ 69
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of premiums and accretion of
discounts on securities, net (1) (1)
Provision for loan losses 11 4
Depreciation expense 16 10
Stock compensation expense 16 16
Net change in other assets/liabilities 17 (64)
-----------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 125 34
-----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing deposits with banks 197 426
Proceeds from maturity of securities available for sale 250 -
Net increase in loans receivable (1,729) (1,659)
Purchase of Federal Home Loan Bank stock (1) (11)
Purchase of premises and equipment (164) (179)
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NET CASH USED IN INVESTING ACTIVITIES (1,447) (1,423)
-----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 895 1,039
Advances from the Federal Home Loan Bank 1,000 500
Repayment of advances from the Federal Home Loan Bank (500) (233)
Purchase of treasury stock (37) -
Cash dividends paid (38) (39)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 1,320 1,267
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NET DECREASE IN CASH AND DUE FROM BANKS (2) (122)
Cash and due from banks at beginning of period 163 230
-----------------------------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 161 $ 108
=============================
See accompanying notes to consolidated financial statements.
</table>
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PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRESENTATION OF INTERIM INFORMATION
PCB Holding Company (the "Company") is the holding company for Peoples
Community Bank (the "Bank"), a federally chartered stock savings bank
located in Tell City, Indiana.
In the opinion of the management, the unaudited consolidated financial
statements include all normal adjustments considered necessary to
present fairly the financial position as of June 30, 2001, and the
results of operations for the three months and six months ended June
30, 2001 and 2000 and cash flows for the six months ended June 30, 2001
and 2000. Interim results are not necessarily indicative of results
that may be expected for a full year.
The consolidated financial statements and notes are presented as
permitted by Form 10-QSB, and do not contain certain information
included in the Company's audited consolidated financial statements and
notes for the year ended December 31, 2000.
The consolidated financial statements include the accounts of the
Company, the Bank and its wholly-owned subsidiary, Peoples Building and
Loan Service Corp. All material intercompany balances and transactions
have been eliminated in consolidation.
2. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
SIX MONTHS ENDED
----------------
JUNE 30,
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2001 2000
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(IN THOUSANDS)
Cash payments for:
Interest $ 667 $ 598
Taxes 59 65
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PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
3. COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity (net assets) of
a business enterprise during a period from transactions and other
events and circumstances from non-owner sources. It includes all
changes in equity during a period except those resulting from
investments by owners and distributions to owners. Comprehensive income
for the Company includes net income and other comprehensive income
representing the net unrealized gains and losses on securities
available for sale. The following tables set forth the components of
other comprehensive income (loss) and the allocated tax amounts for the
three and six months ended June 30, 2001 and 2000:
<table>
<caption>
THREE MONTHS ENDED
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JUNE 30,
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2001 2000
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(IN THOUSANDS)
<s> <c> <c>
Unrealized gains (losses) on securities:
Unrealized holding losses arising during the period $ (8) $ -
Income tax benefit 3 -
---------------------------
Net of tax amount (5) -
---------------------------
Less: reclassification adjustment for (gains)
losses included in net income - -
Income tax expense (benefit) - -
---------------------------
- -
---------------------------
Other comprehensive loss $ (5) $ -
===========================
</table>
<table>
<caption>
SIX MONTHS ENDED
----------------
JUNE 30,
--------
2001 2000
---- ----
(IN THOUSANDS)
<s> <c> <c>
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period $ 20 $ (5)
Income tax benefit (8) 2
-------------------------
Net of tax amount 12 (3)
-------------------------
Less: reclassification adjustment for (gains)
losses included in net income - -
Income tax expense (benefit) - -
-------------------------
- -
-------------------------
Other comprehensive gain (loss) $ 12 $ (3)
=========================
</table>
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PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<table>
<caption>
4. NET INCOME PER COMMON SHARE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2001 2000 2001 2000
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<s> <c> <c> <c> <c>
BASIC:
Net income $ 41 $ 40 $ 66 $ 69
=====================================================
Shares:
Weighted average common shares outstanding 368,181 377,786 368,181 384,384
=====================================================
Net income per common share, basic $ 0.11 $ 0.11 $ 0.18 $ 0.18
=====================================================
DILUTED:
Net income $ 41 $ 40 $ 66 $ 69
=====================================================
Shares:
Weighted average common shares outstanding 368,181 377,786 368,181 384,384
Add: Dilutive effect of outstanding options 2,935 2,935 875 1,796
Add: Dilutive effect of restricted share awards 2,281 2,809 2,059 2,870
-----------------------------------------------------
Weighted average common shares
outstanding, as adjusted 383,027 383,027 371,115 389,050
=====================================================
Net income per common share, diluted $ 0.10 $ 0.11 $ 0.18 $ 0.18
=====================================================
</table>
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
SAFE HARBOR STATEMENT FOR FORWARD LOOKING STATEMENTS
This report may contain forward-looking statements within the meaning of the
federal securities laws. These statements are not historical facts, rather
statements based on the Company's current expectations regarding its business
strategies and their intended results and its future performance.
Forward-looking statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.
Forward-looking statements are not guarantees of future performance. Numerous
risks and uncertainties could cause or contribute to the Company's actual
results, performance and achievements to be materially different from those
expressed or implied by the forward-looking statements. Factors that may cause
or contribute to these differences include, without limitation, general economic
conditions, including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; legislative and regulatory
changes; and other factors disclosed periodically in the Company's filings with
the Securities and Exchange Commission.
Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.
FINANCIAL CONDITION
Total assets increased 4.7% from $30.3 million at December 31, 2000 to
$31.8 million at June 30, 2001, primarily as a result of an increase in loans
receivable, net, which was funded primarily by growth in deposits and advances
from the Federal Home Loan Bank of Indianapolis.
Loans receivable, net, were $28.2 million at June 30, 2001, compared to
$26.5 million at December 31, 2000, a 6.5% increase.
Securities available for sale (U.S. government agency obligations)
decreased from $1.2 million at December 31, 2000 to $935,000 at June 30, 2001
due to a maturity of $250,000 offset by net unrealized gains of $20,000 in 2001.
Cash and interest-bearing deposits with banks decreased from $1.8
million at December 31, 2000 to $1.6 million at June 30, 2001 as a result of
increased loan originations.
Total deposits increased from $22.1 million at December 31, 2000 to
$23.0 million at June 30, 2001 primarily as a result of the growth in savings
and time deposit accounts.
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
RESULTS OF OPERATIONS
NET INCOME. Net income was $66,000 for the six months ended June 30,
2001, compared to $69,000 for the six months ended June 30, 2000. The decrease
in net income for 2001 compared to 2000 resulted primarily from an increase in
noninterest expenses, offset by an increase in net interest income.
NET INTEREST INCOME FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND
2000. Net interest income increased 10.8% from $462,000 in 2000 to $512,000 for
2001 as a result of growth in interest-earning assets and an increase in the
interest rate spread. The average yield on interest-earning assets increased
from 7.40% for 2000 to 7.90% for 2001. The average balance of total
interest-earning assets was $28.6 million for 2000 compared to $30.3 million for
2001. The average cost of interest-bearing liabilities increased from 5.14% for
2000 compared to 5.28% for 2001 while the average balance of interest-bearing
liabilities was $23.2 million for 2000 compared to $25.4 million for 2001. The
increase in the cost of funds resulted primarily from a slight increase in the
average cost of deposits and an increase in the use of Federal Home Loan Bank
advances to fund loan growth during 2001. The average cost of these borrowings
was 6.83% for 2001 compared to 6.56% 2000. The average cost of deposits was
5.09% for the six months ended June 30, 2001 compared to 4.97% for the same
period in 2000. The interest rate spread for 2000 was 2.26% compared to 2.60%
for 2001. The increase in average interest-earning assets and average
interest-bearing liabilities for 2001 compared to 2000 relates primarily to the
growth in the loan portfolio and deposits, respectively.
NET INTEREST INCOME FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND
2000. Net interest income increased from $239,000 for 2000 to $261,000 for 2001
as a result of an increase in total interest income of $45,000 offset by an
increase in total interest expense of $23,000 due to growth in loans funded by
growth in deposits and Federal Home Loan Bank advances.
PROVISION FOR LOAN LOSSES. The provision for loan losses was $11,000
for the six months ended June 30, 2001 and $4,000 for the same period in 2000.
For 2001 and 2000, the provisions were recorded to bring the allowance for loan
losses to the level determined by applying the methodology for estimating credit
losses after reduction for net charge-offs of consumer loans during the periods.
The provision increased from 2000 to 2001 due to higher net charge-offs during
the six months ended June 30, 2001 compared to the same period in 2000. During
the six month period ended June 30, 2001, the net loan portfolio growth was $1.7
million. Residential real estate loans and consumer installment loans increased
$1.2 million and $553,000, respectively, during this period. The consistent
application of management's allowance methodology did not result in an increase
in the level of the allowance for loan losses despite the loan portfolio growth
due to the decrease in nonperforming loans during the period.
Provisions for loan losses are charged to operations to bring
the total allowance for loan losses to a level considered by management to be
adequate to provide for estimated inherent losses based on management's
evaluation of the collectibility of the loan portfolio, including the nature of
the portfolio, credit concentrations, trends in historical loss experience,
specified impaired loans, and economic conditions. Although management uses the
best information available, future adjustments to the allowance may be necessary
due to changes in economic, operating, regulatory and other conditions that may
be beyond the Company's control. While the Company maintains its allowance for
loan losses at a level which it considers adequate to provide for estimated
losses, there can be no assurance that further additions will not be made to the
allowance for loan losses and that actual losses will not exceed the estimated
amounts.
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
In determining the adequacy of the allowance for loan losses, the loan
portfolio is evaluated quarterly, and loans are assigned a risk weighting based
on asset classification. The allowance is calculated by applying loss factors to
outstanding loans based on the internal risk grade of each loan. Specific
allowances related to impaired and substandard loans are established in cases
where management has identified significant conditions or circumstances related
to a loan that management believes indicate the probability that a loss has been
incurred. A general allowance is calculated by applying loss factors to
performing loans that have been grouped into homogeneous pools for the purpose
of the calculation. Loss factors are based on historical loss experience and
industry peer group data and may be adjusted for significant factors that, in
management's judgment, affect the collectibility of the portfolio. The allowance
for loan losses was $62,000 at June 30, 2001 and $60,000 at December 31, 2000.
Management has deemed these amounts as adequate on those dates based on its best
estimate of probable known and inherent loan losses. At June 30, 2001,
nonperforming loans totaled $66,000. Included in nonperforming loans are loans
over 90 days past due secured by one-to-four family residential real estate and
automobiles totaling $48,000 and $18,000, respectively. These loans are accruing
interest as the estimated value of the collateral and collection efforts are
deemed sufficient to ensure full recovery.
NONINTEREST INCOME. Noninterest income was $27,000 for 2001 and $20,000
for 2000. Noninterest income was $14,000 for the second quarter of 2001 compared
to $11,000 for the second quarter of 2000. The increase is primarily the result
of an increase in service charges on deposit accounts due to increased activity
and growth in these accounts.
NONINTEREST EXPENSES. Noninterest expenses totaled $420,000 for the six
months ended June 30, 2001 compared to $365,000 for the same period in 2000. The
increase for 2001 compared to 2000 resulted primarily from increases in
compensation and benefits of $20,000 and an increase in other operating expenses
of $23,000. Compensation and benefits have increased due to normal pay raises
and increases in employee benefits expense. Other operating expenses increased
primarily as a result of increased data processing fees related to additional
loan and deposit accounts, advertising expenses, consulting expenses and other
expenses of operating as a public company.
INCOME TAX EXPENSE. Income tax expense for 2001 was $42,000, compared
to $44,000 for 2000. The effective tax rate is 38.9% for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds are customer deposits, proceeds
from loan repayments, maturing securities and FHLB advances. While loan
repayments and maturities are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by market interest rates, general
economic conditions and competition. At June 30, 2001, the Bank had cash and
interest-bearing deposits with banks of $1.6 million and securities
available-for-sale with a fair value of $935,000. At June 30, 2001, the Bank
also had an available, but undrawn, credit line of $1.0 million from the
FHLB-Indianapolis.
The Bank's primary investing activity is the origination of one-to-four
family mortgage loans and, to a lesser extent, consumer, multi-family,
commercial real estate and residential construction loans. The Bank also invests
in U.S. Government and agency securities, corporate notes and, to a lesser
extent, mortgage-backed securities.
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
During the six months ended June 30, 2001, the Company used excess
capital to repurchase common stock, acquiring 3,213 shares for a total of
$37,000.
The Bank must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to satisfy financial commitments and to take advantage of investment
opportunities. At June 30, 2001, the Bank had total commitments to extend credit
of $421,000. Historically, the Bank has been able to retain a significant amount
of its deposits as they mature.
The Bank is required to maintain specific amounts of capital pursuant
to OTS requirements. As of June 30, 2001, the Bank was in compliance with all
regulatory capital requirements which were effective as of such date with
tangible, core and risk-based capital ratios of 14.0%, 14.0% and 24.2%,
respectively.
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PART II
OTHER INFORMATION
PCB HOLDING COMPANY AND SUBSIDIARY
ITEM 1. LEGAL PROCEEDINGS
Periodically, there have been various claims and lawsuits
involving the Bank, mainly as a defendant, such as claims to
enforce liens, condemnation proceedings on properties in which
the Bank holds security interests, claims involving the making
and servicing of real property loans and other issues incident to
the Bank's business. The Bank is not a party to any pending legal
proceedings that it believes would have a material adverse effect
on it's financial condition or operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on
April 23, 2001. There were 382,910 shares entitled to vote at the
time of the annual meeting. Holders of 295,402 shares were
represented at the meeting. The results of the vote on the
matters presented at the meeting is as follows:
1. The following individuals were elected as directors:
Vote Vote Term to
Name For Withheld Expire
---- --- -------- ------
James G. Tyler 290,690 4,712 2004
Daniel P. Lutgring 290,690 4,712 2004
Broker non-votes totaled 0.
The terms of directors Carl D. Smith, Howard Traphagen,
David Lasher, and Mark Ress continued after the annual
meeting.
2. The appointment of Monroe Shine & Co., Inc. as auditors
for the Corporation for the fiscal year ending December
31, 2001 was ratified by stockholders by the following
vote:
For 290,190; Against 500; Abstain 4,712
Broker non-votes totaled 0.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
PCB HOLDING COMPANY
(Registrant)
DATED August 3, 2001 BY: /s/ Carl D. Smith
------------------------------ --------------------------------
Carl D. Smith
President and CEO
DATED August 3, 2001 BY: /s/ Clarke A. Blackford
------------------------------ --------------------------------
Clarke A. Blackford
Vice President