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 SEPTEMBER 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 [X] No [ ]
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: 396,750 shares of common stock were outstanding as of
November 10, 1998.
PCB HOLDING COMPANY
INDEX
Part I Financial Information Page
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Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 1998
and December 31, 1997 3
Consolidated Statements of Income for the three months
and nine months ended September 30, 1998 and 1997 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997 5
Notes to consolidated financial statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
Part II. Other Information 13
Signatures 14
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PART I - FINANCIAL INFORMATION
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
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1998 1997
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(Unaudited)
(In Thousands)
ASSETS
Cash and due from banks $ 19 $ 18
Interest bearing deposits with banks 1,612 734
Securities available for sale, at fair value 2,363 1,319
Securities-held to maturity:
Mortgage-backed securities - 21
Loans receivable, net 20,139 19,296
Federal Home Loan Bank stock, at cost 196 196
Premises and equipment 222 198
Accrued interest receivable 141 132
Other assets 43 75
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Total Assets $ 24,735 $ 21,989
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LIABILITIES
Deposits $ 18,832 $ 19,846
Accrued interest payable on deposits 3 6
Accrued expenses and other liabilities 68 45
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Total Liabilities 18,903 19,897
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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 396,750
in 1998 4 -
Additional paid-in capital 3,656 -
Retained earnings-substantially restricted 2,185 2,110
Accumulated other comprehensive income:
Net unrealized loss on securities available for
sale, net of tax (13) (18)
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Total Stockholders' Equity 5,832 2,092
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Total Liabilities and Stockholders' Equity $ 24,735 $ 21,989
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See accompanying notes to consolidated financial statements.
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
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1998 1997 1998 1997
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(In Thousands, except per share data)
INTEREST INCOME
Loans $ 382 $ 379 $ 1,124 $ 1,142
Mortgage-backed securities - 1 1 2
Other debt securities 32 20 65 59
Federal Home Loan Bank dividends 4 4 12 12
Interest bearing deposits with banks 45 19 82 37
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Total interest income 463 423 1,284 1,252
INTEREST EXPENSE
Deposits 250 274 788 819
Advances from Federal Home Loan Bank - 8 - 15
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Total interest expense 250 282 788 834
Net interest income 213 141 496 418
Provision for loan losses - - - -
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Net interest income after provision for
loan losses 213 141 496 418
NON-INTEREST INCOME
Other income 2 2 5 5
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Total non-interest income 2 2 5 5
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NON-INTEREST EXPENSE
Compensation and benefits 84 73 234 217
Occupancy and equipment 14 19 38 44
Deposit insurance premiums 3 2 9 7
Other operating expenses 41 35 111 90
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Total non-interest expense 142 129 392 358
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Income before income taxes 73 14 109 65
Income tax expense 26 2 33 15
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Net Income 47 12 76 50
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized gains on securities:
Unrealized holding gains arising
during the period 7 1 5 4
Less: reclassification adjustment - - - -
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Other comprehensive income 7 1 5 4
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Comprehensive Income $ 54 $ 13 $ 81 $ 54
=============== =================
Net income per common share, basic $0.12 $0.03 $ 0.19 $ 0.13
=============== =================
See accompanying notes to consolidated financial statements.
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PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 76 $ 50
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation expense 13 14
Increase in accrued interest receivable (9) (12)
Decrease in accrued interest payable (3) (5)
Net change in other assets/liabilities 51 70
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Net Cash Provided By Operating Activities 128 117
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CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in interest bearing deposits with banks (878) (350)
Proceeds from maturity of securities available for sale 800 350
Purchases of securities available for sale (1,836) (750)
Principal collected on mortgage-backed securities 21 4
Net (increase) decrease in loans receivable (843) 869
Purchase of premises and equipment (37) (18)
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Net Cash Provided By (Used in) Investing Activities (2,773) 105
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CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposit accounts (1,014) (220)
Advances from Federal Home Loan Bank - 500
Repayment of Advances from Federal Home Loan Bank - (500)
Issuance of common stock 3,660 -
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Net Cash Provided By (Used in) Financing Activities 2,646 (220)
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Net Increase in Cash and Due From Banks 1 2
Cash and due from banks at beginning of period 18 12
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Cash and Due From Banks at End of Period $ 19 $ 14
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See accompanying notes to consolidated financial statements.
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PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Presentation of Interim Information
PCB Holding Company ("Company") was incorporated by Peoples Building and Loan
Association, F.A. ("Association") (now known as Peoples Community Bank) (the
"Bank") in connection with the conversion of the Association from a federally
chartered mutual savings and loan association to a federally chartered stock
savings bank. Upon consummation of the conversion on July 1, 1998, the
Company became the holding company for the Association.
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 September 30, 1998, and the results of
operations for the three months and nine months ended September 30, 1998 and
1997 and cash flows for the nine months ended September 30, 1998 and 1997.
Interim results are not necessarily indicative of results 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
Association's audited consolidated financial statements and notes for the year
ended December 31, 1997.
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
Nine Months Ended
September 30,
1998 1997
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(In Thousands)
Cash payments for:
Interest $ 791 $ 839
Taxes 34 -
3. Conversion and Stock Offering
On July 1, 1998, the Association completed a conversion and stock offering
whereby the Association converted from mutual to stock form of organization
and changed its name to Peoples Community Bank. As part of the conversion,
the Association became a wholly-owned subsidiary of the Company which offered
common stock to certain current and former depositor and borrower customers of
the Association in a subscription offering. The Company issued 396,750 shares
of common stock with gross proceeds of $3,967,500 as a result of the offering.
Total expenses in connection with the conversion and offering amounted to
$308,000 and were charged against the proceeds from the offering.
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PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
4. Comprehensive Income
The Company adopted FASB Statement No. 130, "Reporting Comprehensive Income,"
during the first quarter of 1998. This Statement established standards for
reporting and displaying comprehensive income and its components.
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 unrealized gains and losses on securities available for sale. The
following tables set forth the components of other comprehensive income and
the allocated income tax amounts for the three and nine months ended September
30, 1998 and 1997:
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
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Unrealized gains on securities:
Unrealized holding gains
arising during the period $ 12 $ 2 $ 8 $ 7
Income tax expense (5) (1) (3) (3)
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Net of tax amount 7 1 5 4
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Less: reclassification
adjustment for (gains)
losses included in net
income - - - -
Income tax expense (benefit) - - - -
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- - - -
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Other comprehensive
income $ 7 $ 1 $ 5 $ 4
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5. Net Income Per Common Share
Basic earnings per share is calculated by dividing net income by the 396,750
common shares outstanding on July 1, 1998 after consummation of the conversion
and offering. Basic per share information is presented for prior periods as
though the shares were outstanding during the earliest period presented. The
Company has no dilutive potential common shares.
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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
Financial Condition
Total assets increased 12.5% from $22.0 million at December 31, 1997 to
$24.7 million at September, 1998, primarily as a result of increases in cash
and interest bearing deposits with banks and loans receivable, net, which was
funded primarily by the net proceeds from the issuance of common stock in the
conversion of the Association.
Loans receivable, net, were $20.1 million at September 30, 1998, compared
to $19.3 million at December 31, 1997, a 4.4% increase.
The investment in mortgage-backed securities held-to-maturity was
eliminated due to principal repayment during the period ended September 30,
1998.
Other debt securities available for sale (U.S. government agency
obligations and corporate notes) increased from $1.3 million at December 31,
1997 to $2.4 million at September 30, 1998. During the nine month period
ended June 30, 1998, the Company had maturities of other debt securities with
a carrying value of $800,000 and purchases of $1.8 million.
Cash and interest bearing deposits with banks increased from $752,000 at
December 31, 1997 to $1.6 million at September 30, 1998 as a result of excess
liquidity funded by the net proceeds from the issuance of common stock.
Total deposits decreased from $19.8 million at December 31, 1997 to $18.8
million at September 30, 1998 primarily as a result of deposit account holders
use of their deposits for the purchase of common stock in the conversion.
Total stockholders' equity increased from $2.1 million at December 31,
1997 to $5.8 million at September 30, 1998 as a result of retained net income
of $76,000 and net proceeds from issuance of common stock of $3.7 million.
Results of Operations
Net income. Net income was $76,000 for the nine months ended September
30, 1998, compared to $50,000 for the nine months ended September 30, 1997.
The increase in net income for 1998 compared to 1997 resulted primarily from
an increase in net interest income. Net income for the three months ended
September 30, 1998 was $47,000 compared to $12,000 for the three months ended
September 30, 1997. The increase in net income for 1998 compared to 1997
resulted from an increase in net interest income.
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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
Net interest income for the nine month periods ended September 30, 1998
and 1997. Net interest income increased 18.7% from $418,000 in 1997 to
$496,000 for 1998 as a result of an increase in total interest income and a
decrease in interest expense. The average yield on interest-earning assets
decreased from 7.49% for 1997 to 7.30% for 1998. The average balance of total
interest- earning assets was $22.3 million for 1997 compared to $23.4 million
for 1998. The average cost of interest-bearing liabilities decreased from
5.42% for 1997 to 5.21% for 1998 while the average balance of interest-bearing
liabilities was $20.1 million for 1997 compared to $20.2 million for 1998.
The interest rate spread for 1997 was 2.06% compared to 2.09% for 1998.
Net interest income for the three month periods ended September 30, 1998
and 1997. Net interest income increased from $141,000 for 1997 to $213,000
for 1998 primarily as a result of a decrease in total interest expense of
$32,000, and an increase in total interest income of $40,000. (See -
Financial Condition.)
Provision for loan losses. There was no provision for loan losses for
1998 and 1997. Provision for loan losses are charges to earnings to bring the
total allowance for loan losses to a level considered adequate by management
to provide for probable known and inherent loan losses based on management's
evaluation of the collectability of the loan portfolio, including the nature
of the portfolio, credit concentrations, trends in historical loss experience,
specific impaired loans, and economic conditions. In determining the adequacy
of the allowance for loan losses, the Company reviews all loans quarterly, and
loans are assigned a risk weighting based on asset classification. The
allowance for loan losses was $51,000 at September 30, 1998 and December 31,
1997. Management has deemed this amount as adequate on those dates based on
its best estimate of probable known and inherent loan losses.
Non-interest income. Non-interest income was $5,000 for both the nine
months ended September 30, 1998 and 1997. Non-interest income was $2,000 for
the third quarter of 1998 and 1997.
Non-interest expenses. Non-interest expenses totaled $392,000 for the
nine months ended September 30, 1998 compared to $358,000 for the same period
in 1997. The increase for 1998 compared to 1997 resulted primarily from
increases in compensation and benefits of $17,000 and an increase in other
operating expenses of $21,000. Other operating expenses increased in 1998 as
compared to the same period in 1997 primarily as a result of an increase in
service bureau costs related to new loan products, the addition of one-time
printing and stationery costs related to the name change of the Association,
and an increase in professional fees.
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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
Income tax expense. Income tax expense for the nine month period ended
September 30, 1998 was $33,000, compared to $15,000 for the same period in
1997. The effective tax rate for 1998 is 30.3% compared to 23.1% for 1997 due
to the effect of the graduated federal tax rates.
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 September 30, 1998, the Bank had cash and
interest-bearing deposits with banks of $1.6 million and securities available-
for-sale with a fair value of $2.4 million. At September 30, 1998, the Bank
also had an available, but undrawn, credit line of $3.9 million from the FHLB-
Indianapolis.
The Bank's primary investing activity is the origination of one-to-four
family mortgage loans. The Bank also invests in U.S. Government and agency
securities and mortgage-backed securities issued by U.S. Government agencies.
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. Historically, the Bank has been able to retain a
significant amount of its deposits as they mature.
Current OTS regulations require savings institutions to maintain an
average daily balance of liquid assets (cash and eligible investments) equal
to at least 4.0% of the average daily balance of its net withdrawable deposits
and short-term borrowings. Historically, the Bank has maintained liquidity
levels in excess of regulatory requirements.
The Bank is required to maintain specific amounts of capital pursuant to
OTS requirements. As of September 30, 1998, 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 16.2%, 16.2% and 30.2%,
respectively.
Year 2000 Issues
The Bank is a user of computers, computer software, and equipment
utilizing embedded microcontrollers that will be effected by the Year 2000
("Y2K") issue. The Y2K issue exists because many computer systems and
applications use two-digit date fields to designate a year. As the century
date change occurs, date sensitive systems may incorrectly recognize the year
2000. This inability to recognize or properly treat the Y2K issue may cause
systems to process financial and operational information incorrectly. The Y2K
issue presents several potential risks to the Bank:
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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
1. The banking transactions of the Bank's customers are processed by one or
more computer systems provided by a third-party service bureau. The
failure of one or more of those systems to function as a result of the Y2K
date change could result in the Bank's inability to properly process
customer transactions. If that were to occur, the Bank could lose
customers to other financial institutions, resulting in a loss of revenue.
2. A number of the Bank's borrowers utilize computers and computer software
to varying degrees in conjunction with the operation of their businesses.
The customers and suppliers of those businesses may utilize computers as
well. Should the Bank's borrowers, or the businesses on which they
depend, experience Y2K related computer problems, such borrowers' cash
flow could be disrupted, adversely effecting their ability to repay their
loans with the Bank.
3. Concern on the part of certain depositors that the Y2K related problems
could impair access to their deposit account balances following the Y2K
date change could result in the Bank experiencing a deposit outflow prior
to December 31, 1999.
4. Should the Y2K related problems occur which cause any of the Bank's
systems, or the systems of the third-party service bureau upon which the
Bank depends, to become inoperative, increased personnel costs could be
incurred if additional staff is required to perform functions that the
inoperative systems would have otherwise performed.
5. Certain utility services, such as electrical power and telecommunication
services, could be disrupted if those services experience Y2K related
problems. The Bank's Y2K contingency plan will address such possible
situations.
Management believes it is not possible to estimate the potential lost revenue
due to the Y2K issue, as the extent and longevity of such potential problems
cannot be predicted. The Bank adopted a Y2K Action Plan in October 1997 to
assess all systems to insure that they will function properly in the Y2K.
This process involves separate phases which include: awareness, assessment,
renovation, validation, and implementation.
During 1997, the Bank completed the systems assessment phase, identifying each
internal system that could potentially be effected by the Y2K issue. Those
systems include the Bank's in-house microcomputer systems and third-party
service bureau as well as equipment such as the alarm system, vault locks,
telephone system, etc., that may contain embedded microprocessors. For each
such system, an action plan was created to set forth the process for
determining whether or not the system is Y2K compliant. Those determinations
involved obtaining Y2K compliant certifications from vendors wherever
possible, and by the Bank conducting its own validation testing.
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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
When the results of the Bank's validation testing programs have revealed that
a particular system is not Y2K compliant, a contingency plan is formulated to
either upgrade the system in order to meet the Y2K compliance requirements or
replace the system with one that is certified as Y2K compliant. The Bank is
currently in the validation and implementation phases of this process. A
third-party service bureau processes all customer transactions and has
completed upgrades to its systems to be Y2K compliant. On November 8, 1998,
the Bank will begin testing of those third-party systems by processing
transactions for each type of account.
Other third parties upon which the Bank depends for processing include
correspondent banks, brokerage firms, and the pension plan administrator.
These third parties have indicated their compliance or intended compliance
with the Y2K. Should the testing of any third-party system or service reveal
that such system or service is not Y2K compliant, a specific deadline will be
set by which time the system or service must be brought into Y2K compliance.
Should Y2K compliance not be achieved by the specified deadlines, the Bank has
developed a contingency plan for each such external system or service. Those
contingency plans document the action the Bank will take for each such
non-compliant system.
In certain cases, such as the potential loss of electrical power or
telecommunication services due to Y2K problems, testing by the Bank is either
not practical or not possible. In those cases, contingency plans will be
designed that specify how the Bank will deal with such potential situations.
For example, the Bank is considering the purchase or lease of an electrical
power generator with sufficient capacity to allow the Bank to maintain
critical functions in the event power from the electric utility is
interrupted.
The Bank, as a federally chartered thrift institution, is regulated by the
Office of Thrift Supervision. The federal regulators have established
specific guidelines and time tables to follow in addressing the Y2K issue.
The Bank is currently in compliance with the federally mandated Y2K guidelines
and time tables.
As of September 30, 1998, the Bank is on schedule with its internal Y2K
preparation efforts. All internal systems identified in the assessment phase
of the project that are considered "mission critical" have either been tested
for Y2K compliance or will be tested by December 31, 1998. Systems that have
been determined to be Y2K compliant will be retested during 1999 following any
material upgrades or enhancements. The Bank has replaced non-compliant
microcomputer equipment and has installed and tested the related software for
Y2K compliance. Other equipment containing embedded microprocessors have been
certified as Y2K compliant by the applicable vendors. The Bank's estimated
total cost to replace computer equipment, software programs, or other
equipment containing embedded microprocessors that were not Y2K compliant, is
approximately $8,000. As of September 30, 1998, approximately $7,000 has been
incurred. System maintenance or modification costs are being expensed as
incurred, while the cost of new hardware, software, or other equipment, is
capitalized and amortized over their estimated useful lives. While the
third-party service bureau has not indicated what, if any, cost it may pass
onto its customers, the Bank does not believe that the cost associated with
its actions or those of its vendors will be material to the Bank. However, in
the event that the Bank's third-party service bureau is unable to fulfill its
contractual obligations to the Bank, it could have a significant adverse
impact on the financial condition and results of operations of the Bank.
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PART II
OTHER INFORMATION
PCB HOLDING COMPANY
Item 1. Legal Proceedings
Periodically, there have been various claims and lawsuits involving
the Bank, mainly as a plaintiff, 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
The following information is provided in connection with the Company's
sale of its common stock as part of the Association's conversion:
a. The effective date of the Registration Statement on Form SB-2
(File No. 333-48191) was May 13, 1998.
b. The offering was consummated on July 1, 1998 with the sale of all
securities registered pursuant to the Registration Statement.
Capital Resources, Inc. acted as marketing agent for the offering.
c. The class of securities registered was common stock, par value
$.01 per share. The aggregate amount of such securities
registered and sold was 396,750 shares for an aggregate amount of
$3,967,500.
d. The Company incurred expenses in connection with the conversion
and offering of $307,616, including expenses paid to or for
underwriters of $113,000, attorney and accounting fees of $115,494
and other expenses of $79,122. The net proceeds to the Company
after deducting expenses was $3,659,884.
e. The net proceeds have been invested in interest bearing deposits
with the banks U.S. government agency and corporate debt
securities and loans.
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
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
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27 Financial Data Schedule
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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 November 12, 1998 BY: /s/ Carl D. Smith
--------------------------------
Carl D. Smith
President and CEO
Dated November 12, 1998 BY: /s/ Clarke A. Blackford
--------------------------------
Clarke A. Blackford
Vice President
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