SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004 Commission File No.: 000-50301
PSB GROUP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 42-1591104
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1800 EAST TWELVE MILE ROAD, MADISON HEIGHTS, MICHIGAN 48071
(Address of principal executive offices)
Registrant's telephone number: (248) 548-2900
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):
Yes X No
-------------- -------------
(2) has been subject to such filing requirements for past 90 days:
Yes X No
------------- -------------
(3) is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).:
Yes No X
------------- -------------
The Registrant had 2,885,073 shares of Common Stock outstanding as of
March 31, 2004.
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION............................................................................................3
ITEM 1. FINANCIAL STATEMENTS...........................................................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION...........................................................................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................................15
ITEM 4. CONTROLS AND PROCEDURES........................................................................................15
PART II. -- OTHER INFORMATION............................................................................................16
Item 1. Legal Proceedings..............................................................................................16
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities...............................16
Item 3. Defaults Upon Senior Securities................................................................................16
Item 4. Submission of Matters to a Vote of Security Holders............................................................16
Item 5. Other Information..............................................................................................16
Item 6. Exhibits and Reports on Form 8-K...............................................................................16
SIGNATURES.............................................................................................................17
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Statements contained in this Form 10-Q which are not historical facts
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements involve important known and unknown risks, uncertainties and
other factors and can be identified by phrases using "estimate," "anticipate,"
"believe," "project," "expect," "intend," "predict," "potential," "future,"
"may," "should" and similar expressions or words. Such forward-looking
statements are subject to risk and uncertainties which could cause actual
results to differ materially from those projected. Such risks and uncertainties
include potential changes in interest rates, competitive factors in the
financial services industry, general economic conditions, the effect of new
legislation and other risks detailed in documents filed by the Company with the
Securities and Exchange Commission from time to time.
2
PART I -FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PSB GROUP. INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands, except share data)
MARCH 31, DECEMBER 31,
2004 2003
----------- ------------
ASSETS
Cash and cash equivalents $ 13,701 $ 14,308
Securities available for sale 37,455 47,619
Loans 340,736 326,262
Less allowance for possible loan loss (3,612) (3,887)
--------- ---------
Net loans 337,124 322,375
Loans held for sale 3,798 627
Bank premises and equipment 9,105 9,213
Accrued interest receivable 1,627 1,525
Other assets 5,193 5,844
--------- ---------
Total assets $ 408,003 $ 401,511
========= =========
LIABILITIES
Deposits:
Non-interest bearing $ 59,057 $ 53,412
Interest bearing 300,357 297,576
--------- ---------
Total deposits 359,414 350,988
Federal funds purchased -- 2,420
FHLB borrowings 5,000 5,000
Accrued taxes, interest and other liabilities 2,213 2,092
--------- ---------
Total liabilities 366,627 360,500
STOCKHOLDERS' EQUITY
Common stock - no par value - 5,000,000
authorized - 2,885,073 shares issued and
outstanding at March 31, 2004 and December
31, 2003 17,560 17,560
Retained earnings 23,471 23,104
Accumulated other comprehensive income 345 347
--------- ---------
Total stockholders' equity 41,376 41,011
--------- ---------
Total liabilities and stockholders' equity $ 408,003 $ 401,511
========= =========
3
PSB GROUP, INC.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(in thousands, except share data)
THREE MONTHS ENDED
MARCH 31,
------------------------------------
2004 2003
-------------- ----------------
INTEREST INCOME:
Interest and fees on loans $ 5,016 $ 4,911
SECURITIES:
Taxable 204 479
Tax-exempt 120 251
Federal funds sold 2 4
-------------- ----------------
TOTAL INTEREST INCOME 5,342 5,645
INTEREST EXPENSE:
Deposits 1,293 1,321
FHLB & Short-term borrowings 62 65
-------------- ----------------
TOTAL INTEREST EXPENSE 1,355 1,386
-------------- ----------------
NET INTEREST INCOME 3,987 4,259
Provision for loan loss 90 -
-------------- ----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES 3,897 4,259
OTHER OPERATING INCOME:
Service charges on deposit accounts 551 572
Other income 873 772
-------------- ----------------
TOTAL OTHER INCOME 1,424 1,344
OTHER OPERATING EXPENSE:
Salaries and employee benefits 2,254 2,429
Occupancy costs 774 723
Legal and professional 326 294
Other operating expense 758 709
-------------- ----------------
TOTAL OTHER OPERATING EXPENSES 4,112 4,155
-------------- ----------------
INCOME - BEFORE FEDERAL INCOME TAXES 1,209 1,448
Federal income taxes 351 396
-------------- ----------------
NET INCOME $ 858 $ 1,052
============== ================
BASIC EARNINGS PER AVERAGE OUTSTANDING SHARE
OF COMMON STOCK $ 0.30 $ 0.33
============== ================
CASH DIVIDEND PER SHARE $ 0.17 $ 0.15
============== ================
4
PSB GROUP, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except share data)
THREE MONTHS ENDED
MARCH 31,
------------------------------------
2004 2003
-------------- ----------------
Net income $ 858 $ 1,052
Other comprehensive income (loss):
Change in unrealized gain on securities
available for sale, net of tax (2) (168)
-------------- ----------------
Comprehensive income $ 856 $ 884
============== ================
5
PSB GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2004
(in thousands, except share data)
Total
Common Retained Accumulated Stockholders'
Stock Earnings OCI Equity
----------- ------------- -------------- ---------------
Balance - December 31, 2003 $ 17,560 $ 23,104 $ 347 $ 41,011
Net income - 858 - 858
Change in unrealized gain on
securities available for sale, net
of tax
Cash dividends - (491) - (491)
----------- ------------- -------------- ---------------
Balance - March 31, 2004 $ 17,560 $ 23,471 $ 345 $ 41,376
=========== ============= ============== ===============
6
PSB GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands, except share data)
THREE MONTHS ENDED
MARCH 31,
----------------------
2004 2003
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,853 $ 808
CASH FLOW FROM INVESTING ACTIVITIES:
Net decrease in securities 10,162 10,968
Net increase in loans (14,839) (6,530)
Net increase in loans held for sale (3,171) (528)
Capital expenditures (127) (146)
-------- --------
NET CASH (USED IN) PROVIDED BY INVESTING (7,975) 3,764
ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES:
Net increase in deposits 8,426 9,051
Net decrease in federal funds purchased (2,420) (9,210)
Cash dividends (491) (472)
-------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 5,515 (631)
-------- --------
NET (DECREASE) INCREASE IN CASH (607) 3,941
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 14,308 14,158
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 13,701 $ 18,099
======== ========
7
PSB GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. We have condensed or omitted certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles. You should read these condensed
financial statements in conjunction with our audited financial statements for
the year ended December 31, 2003 and notes thereto included in PSB Group, Inc.'s
Form 10-K filed with the Securities and Exchange Commission on March 30, 2004.
In the opinion of management, all adjustments necessary to present fairly the
financial position, results of operations, and cash flows of PSB Group, Inc. as
of March 31, 2004 and for the periods then ended have been made. Those
adjustments consist only of normal and recurring adjustments. The results of
operations for the three-month period ended March 31, 2004 are not necessarily
indicative of the results to be expected for the full year.
PSB Group, Inc. was formed as a holding company for Peoples State Bank on
February 28, 2003 pursuant to a plan of reorganization adopted by Peoples State
Bank and its shareholders. Pursuant to the reorganization, each share of the
Bank's stock was exchanged for three shares of stock in the holding company. The
reorganization had no material financial impact and is reflected for all prior
periods presented. Per share amounts have been retroactively restated to reflect
the three-for-one exchange of stock.
NOTE 2 - SECURITIES
The amortized cost and estimated market value of securities are as follows (000s
omitted):
March 31, 2004
------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
Available-for-sale securities:
U.S. treasury securities and obligations of
U.S. government corporations and agencies $ 20,464 $ 179 $ 11 $ 20,632
Obligations of state and
political subdivisions 13,823 352 5 14,170
Corporate debt securities 1,000 9 - 1,009
Other 1,644 - - 1,644
--------- ---------- ---------- ---------
Total available-for-sale securities $ 36,931 $ 540 $ 16 $ 37,455
========= ========== ========== =========
8
NOTE 2 - SECURITIES (CONTINUED)
December 31, 2003
---------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------- -------------- --------------- -------------
Available-for-sale securities:
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 27,195 $ 178 $ 14 $ 27,359
Obligations of state and political
subdivisions 17,274 362 9 17,627
Corporate debt securities 1,000 9 - 1,009
Other 1,624 - - 1,624
-------------- -------------- --------------- -------------
Total available-for-sale securities $ 47,093 $ 549 $ 23 $ 47,619
============== ============== =============== =============
The amortized cost and estimated market value of securities at March 31, 2004,
by contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties. As of March 31, 2004,
all securities are available for sale (000s omitted).
Available for Sale
-------------------------------------------------
Amortized Market
Cost Value
---------------------- -----------------------
Due in one year or less $ 12,304 $ 12,342
Due in one year through five years 15,178 15,511
Due after five years through ten years 1,268 1,318
Due after ten years 1,410 1,437
---------------------- -----------------------
30,160 30,608
Federal agency pools 5,127 5,203
Other 1,644 1,644
---------------------- -----------------------
Total $ 36,931 $ 37,455
====================== =======================
Securities having a carrying value of $3,121,135 (market value of $3,160,938)
were pledged at March 31, 2004 to secure public deposits, repurchase agreements,
and for other purposes required by law.
9
NOTE 3 - LOANS
Major categories of loans included in the portfolio at March 31, 2004 and
December 31, 2003 are as follows (dollars in thousands):
MARCH 31, DECEMBER 31,
2004 2003
--------- ------------
Mortgages on Real Estate $261,466 $245,520
Commercial 54,038 53,725
Consumer 25,232 27,017
-------- --------
Total $340,736 $326,262
======== ========
The Company places loans in non-accrual status when, in the opinion of
management, uncertainty exists as to the ultimate collection of principal and
interest. Management knows of no loans (other than those that are immaterial in
amount) which have not been disclosed below which cause it to have doubts as to
the ability of the borrowers to comply with the contractual loan terms, or which
may have a material effect on the Company's balance sheet or results from
operations. Non-performing assets consists of non-accrual loans, loans past due
90 or more days, restructured loans and real estate that has been acquired in
full or partial satisfaction of loan obligations or upon foreclosure. As of
March 31, 2004, other real estate owned consisted of one property. Management
does not anticipate any material loss as the result of the disposal of this
property. The following table summarizes non-performing assets (dollars in
thousands):
March 31, December 31,
2004 2003
-------------------- -------------------
Non-accrual loans $ 1,222 $ 1,496
Loans past due 90 or more days 1,380 1,189
Renegotiated loans 777 808
-------------------- -------------------
Total non-performing loans 3,379 3,493
Other real estate owned 219 969
-------------------- -------------------
Total non-performing assets $ 3,598 $ 4,462
==================== ===================
Total non-performing loans to total loans 0.99% 1.07%
Total non-performing assets to total assets 0.88% 1.11%
10
NOTE 4 - ALLOWANCE FOR POSSIBLE LOAN LOSSES
Activity in the allowance for possible loan losses is as follows (dollars in
thousands):
MARCH 31, DECEMBER 31,
2004 2003
---------- ------------
Loan loss balance - Beginning of period $ 3,887 $ 4,632
Provision 90 -
Loan losses (555) (1,553)
Loan recoveries 190 808
------- -------
Loan loss balance - End of period $ 3,612 $ 3,887
======= =======
The allowance for possible loan losses is maintained at a level believed
adequate by management to absorb potential losses from impaired loans as well as
the remainder of the loan portfolio. The allowance for loan losses is based upon
periodic analysis of the portfolio, economic conditions and trends, historical
credit loss experience, borrowers' ability to repay and collateral values.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
OVERVIEW
PSB Group, Inc. (the "Corporation") was formed on February 28, 2003 as a bank
holding company for the purpose of owning Peoples State Bank, Inc. (the "Bank")
pursuant to a plan of reorganization adopted by the Bank and its stockholders.
Pursuant to the reorganization, each share of Peoples State Bank, Inc. stock
held by existing stockholders of the Bank was exchanged for three shares of
common stock of PSB Group, Inc. The reorganization had no consolidated financial
statement impact. Share amounts for all prior periods presented have been
restated to reflect the reorganization.
The Bank was incorporated and chartered under the laws of the state of Michigan
in 1909. We operated as a unit bank until July 20, 1992, when we opened our
first branch office in Sterling Heights, Michigan. In May 1998, the Bank
acquired Madison National Bank, Madison Heights, Michigan ("Madison"). On May 1,
2000, the Bank acquired 100% of the common stock of Universal Mortgage
Corporation, a southeast Michigan based mortgage lender. Today we operate 10
banking offices, 4 mortgage offices and two shared loan production offices.
We provide customary retail and commercial banking services to our customers,
including checking and savings accounts, time deposits, safe deposit facilities,
commercial loans, real estate mortgage loans, installment loans, IRAs and night
depository facilities. Our deposits are insured by the FDIC to applicable legal
limits and we are supervised and regulated by the FDIC and Michigan Office of
Financial and Insurance Services.
We provide a full range of retail and commercial banking services designed to
meet the borrowing and depository needs of small and medium-sized businesses and
consumers in local areas. Substantially all of our loans are to customers
located within our service area. We have no foreign loans or highly leveraged
transaction loans, as defined by the Federal Reserve Board ("FRB"). We conduct
our lending activities pursuant to the loan policies adopted by our Board of
Directors. These loan policies grant individual loan officers authority to make
secured and unsecured loans in specific dollar amounts; senior officers or
various loan committees must approve larger loans. Our management information
systems and loan review policies are designed to monitor lending sufficiently to
ensure adherence to our loan policies.
We also offer a full range of deposit and personal banking services insured by
the Federal Deposit Insurance Corporation ("FDIC"), including (i) commercial
checking and small business checking products, (ii) retirement accounts such as
Individual Retirement Accounts ("IRA"), (iii) retail deposit services such as
certificates of deposits, money market accounts, savings accounts, checking
account products and Automated Teller Machines ("ATMs"), Point of Sale and other
electronic services, and (iv) other personal miscellaneous services such as safe
deposit boxes, foreign draft, foreign currency exchanges, night depository
services, travelers checks, merchant credit cards, direct deposit of payroll,
U.S. savings bonds, official bank checks and money orders. We also offer credit
cards and internet banking. Full estate and trust services, insurance and
investment advice are offered through a partnership with The Private Bank,
Bloomfield Hills, Michigan. Substantially all of our deposits are from local
market areas surrounding each of our offices.
12
The consolidated financial statements include the accounts of PSB Group, Inc.
and its wholly owned subsidiary, Peoples State Bank, Inc. PSB Insurance Agency,
Inc. and Universal Mortgage Company are wholly owned subsidiaries of Peoples
State Bank. All significant inter-company transactions are eliminated in
consolidation.
Net income is derived primarily from net interest income, which is the
difference between interest earned on the Bank's loan and investment portfolios
and its cost of funds, primarily interest paid on deposits and borrowings. The
volume of and yields earned on loans and investments and the volume of and rates
paid on deposits determine net interest income.
FINANCIAL CONDITION
Company assets consist of customer loans, investment securities, bank premises
and equipment, cash and other operating assets. Total assets increased
approximately $6.5 million, or 1.6% to $408 million at March 31, 2004 from $402
million at December 31, 2003. The balance of our investment securities decreased
by approximately $10 million to $37.5 million at March 31, 2004 as compared to
$47.6 million at December 31, 2003. The proceeds from this run-off, along with
an $8 million increase in deposits, were used to increase our loan portfolio by
$14 million to $341 million and increase our loans held for sale by $3 million
at March 31, 2004 and reduce our federal funds borrowings by $2.4 million.
The allowance for loan losses decreased $275 thousand during the first three
months of 2004. As a percentage of total loans, the allowance was reduced to
1.06% at March 31, 2004 from 1.19% at December 31, 2003. Management believes
this reserve is sufficient to meet anticipated future loan losses.
Total liabilities increased by $6 million to $367 million at March 31, 2004 from
$361 million at December 31, 2003. As mentioned above, this was mainly due to an
$8 million, or 2.4% increase in total deposits to $359.4 million at March 31,
2004 from $351 million at December 31, 2003. Approximately $6 million of this
increase was in non-interest bearing demand deposits. The increase in deposits
was partially offset by a $2.4 million reduction in our Federal Funds
borrowings.
FINANCIAL RESULTS
Three Months Ended March 31, 2004
Net income for the three months ended March 31, 2004 was $858 thousand compared
to $1.05 million for the same period in 2003. Total interest income decreased
$303 thousand in the first quarter 2004 compared to the first quarter 2003.
Interest and fees on loans increased $105 thousand in the first quarter 2004
over the same period in 2003. The increase in interest and fees on loans was
more than offset by a $406 thousand decrease in interest on securities. This
decrease in interest on securities was the result of a $40 million decrease in
average investment securities, as some funds were re-deployed to the loan
portfolio, as well as a 50 basis point drop in yield, as higher yielding
securities matured and were replaced by lower yielding securities. Average loan
balances in the first quarter 2004 were approximately $44 million higher than
the first quarter 2003. However, the positive impact of the higher balances was
almost completely offset by the negative impact of lower
13
interest rates, as higher yielding loans matured and were replaced by lower
yielding loans and variable rate loans re-priced downward.
The decrease in interest income was partially offset by a $31 thousand decrease
in interest expense in the first quarter 2004 compared to the first quarter
2003. This decrease was due to the lower interest rate environment as average
interest bearing deposits actually increased $6 million in the first quarter
2004 as compared to the first quarter 2003.
During the first quarter 2004 there was a $90 thousand provision for loan losses
recorded. This compares to no provision recorded in the first quarter 2003.
Total other income was about $80 thousand higher in the first quarter 2004 than
the first quarter 2003. A gain on the sale of other real estate accounted for
about $60 thousand of this increase. In addition, gains on the sale of mortgages
and mortgage servicing rights increased $20 thousand in the same time period.
Both of these items are included in other income.
Total other operating expenses decreased $43 thousand during the first quarter
2004 over the same period in 2003. Salaries and benefits decreased about $175
thousand. Approximately $130 thousand of this was due to lower salaries expense
which was mainly the result of our workforce reduction in the third quarter of
2003. In addition, accrued bonus expense is about $27 thousand lower in the
first quarter 2004 than the first quarter 2003. Occupancy expenses increased $51
thousand, including increased depreciation on equipment upgrades and expenses
related to the two loan production offices that were opened in 2003. Legal and
professional expenses increased $32 thousand over the first quarter 2003,
including increased expenses related to SEC filings. Other operating expenses
increased about $49 thousand including a $33 thousand increase in advertising
and marketing expenses and a $10 thousand increase in other real estate
expenses.
LIQUIDITY
The Company manages its liquidity position with the objective of maintaining
sufficient funds to respond to the needs of depositors and borrowers and to take
advantage of earnings enhancement opportunities. In addition to the normal
inflow of funds from core-deposit growth, together with repayments and
maturities of loans and investments, the Company utilizes other short-term
funding sources such as Federal Home Loan Bank advances and overnight federal
funds purchases from correspondent banks.
During the three months ended March 31, 2004, $10.2 million in cash was provided
by run-off of investment securities. This, plus $8.4 million in cash provided
through increased deposits was used to pay off $2.4 million in federal funds
borrowings and increase our loan portfolio and loans held for sale by $18
million. In addition, we had a net outflow of $127 thousand for capital
expenditures and paid $491 thousand in cash dividends during the period. During
the three months ended March 31, 2004, we experienced a net decrease of $607
thousand in cash and cash equivalents.
14
CAPITAL RESOURCES
Banks are expected to meet a minimum risk-based capital to risk-weighted assets
ratio of 8%, of which at least one-half (4%) must be in the form of Tier 1
(core) capital. The remaining one-half may be in the form of Tier 1 or Tier 2
(supplemental) capital. The amount of loan loss allowance that may be included
in capital is limited to 1.25% of risk-weighted assets. The Bank is currently,
and expects to continue to be, in compliance with these guidelines. The
following table shows the capital totals and ratios for the Bank as of March 31,
2004:
<Table>
Tier 1 capital $35,650
Total capital $39,262
Tier 1 capital to risk-weighted assets 11.33%
Total capital to risk-weighted assets 12.48%
</Table>
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's interest rate and market risk profile has not materially
changed from the year ended December 31, 2003. Please refer to the Bank's Form
10-K filed on March 30, 2004 for further discussion of our market and interest
rate risk.
ITEM 4: CONTROLS AND PROCEDURES
(a) Disclosure controls and procedures. We evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of
March 31, 2004. Our disclosure controls and procedures are the controls and
other procedures that we designed to ensure that we record, process, summarize
and report in a timely manner, the information we must disclose in reports that
we file with, or submit to the SEC. Robert L. Cole, our President and Chief
Executive Officer, and David A. Wilson, our Senior Vice President and Chief
Financial Officer, reviewed and participated in this evaluation. Based on this
evaluation, Messrs. Cole and Wilson concluded that, as of the date of their
evaluation, our disclosure controls were effective.
(b) Internal controls. There have not been any significant changes in
our internal accounting controls or in other factors that could significantly
affect those controls during the quarter ended March 31, 2004.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company may from time-to-time be involved in legal proceedings
occurring in the ordinary course of business which, in the aggregate, involve
amounts which are believed by management to be immaterial to the financial
condition of the Company. The Company is not currently involved in any legal
proceedings which management believes are of a material nature.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 31.1 Certification of Robert L. Cole required
by Rule 13a - 14(a)
Exhibit 31.2 Certification of David A. Wilson
required by Rule 13a - 14(a)
Exhibit 32.1 Certification of Robert L. Cole required
by Rule 13a - 14(b) and Section 906 of
the Sarbanes - Oxley Act of 2002, 18
U.S.C. Section 1350
Exhibit 32.2 Certification of David A. Wilson
required by Rule 13a - 14(b) and Section
906 of the Sarbanes - Oxley Act of 2002,
18 U.S.C. Section 1350
b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K on
January 28, 2004, to announce its earnings for the
quarter and year ended December 31, 2003.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PSB GROUP, INC.
Date: May 12, 2004 /s/Robert L. Cole
----------------------------------------------
ROBERT L. COLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: May 12, 2004 /s/David A. Wilson
----------------------------------------------
DAVID A. WILSON
CHIEF FINANCIAL OFFICER
17
EXHIBIT INDEX
Exhibit 31.1 Certification of Robert L. Cole required by Rule 13a - 14(a)
Exhibit 31.2 Certification of David A. Wilson required by Rule 13a - 14(a)
Exhibit 32.1 Certification of Robert L. Cole required by Rule 13a - 14(b) and
Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section
1350
Exhibit 32.2 Certification of David A. Wilson required by Rule 13a - 14(b) and
Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section
1350
18