1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended MARCH 31, 2001 COMMISSION FILE NUMBER 000-24147 KILLBUCK BANCSHARES, INC. (Exact name of registrant as specified in its Charter) OHIO 34-1700284 ---- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 165 N. MAIN STREET, KILLBUCK, OH 44637 -------------------------------------- (Address of principal executive offices and zip code) (330) 276-2771 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- State the number of shares outstanding for each of the issuer's classes of common equity as of the latest practicable date: Class: Common Stock, no par value Outstanding at April 21, 2001: 697,579 2 KILLBUCK BANCSHARES, INC. INDEX Page Number ----------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited): Consolidated Balance Sheet as of March 31, 2001 and December 31, 2000 3 Consolidated Statements of Income for the three months ended March 31, 2001 and 2000 4 Consolidated Statements of Changes In Shareholders' Equity for the three months ended March 31, 2001 5 Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations 8-13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Default Upon Senior Securities 14 Item 4. Submissions of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 -2- 3 KILLBUCK BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) March 31, December 31, 2001 2000 -------------- ------------- ASSETS Cash and cash equivalents: Cash and amounts due from depository institutions $ 10,816,116 $ 9,512,736 Federal funds sold 20,700,000 11,000,000 ------------- ------------- Total cash and cash equivalents 31,516,116 20,512,736 ------------- ------------- Investment securities: Securities available for sale 36,116,505 47,477,388 Securities held to maturity (market value of $37,859,321 and $36,601,277) 36,701,661 36,129,625 ------------- ------------- Total investment securities 72,818,166 83,607,013 ------------- ------------- Loans (net of allowance for loan losses of $2,208,590 and $2,358,759) 152,509,354 149,061,901 Loans held for sale 0 520,000 Premises and equipment, net 4,744,969 4,528,169 Accrued interest receivable 2,238,937 1,885,665 Other assets 1,816,782 1,884,545 ------------ ------------ Total assets $265,644,324 $262,000,029 ============ ============ LIABILITIES Deposits: Noninterest bearing demand $ 30,802,452 $ 31,815,997 Interest bearing demand 27,145,522 27,833,483 Money market 9,900,737 10,249,064 Savings 29,279,002 28,493,290 Time 125,769,557 120,776,058 ------------- ------------- Total deposits 222,897,270 219,167,892 Federal Home Loan Bank advances 5,923,326 6,197,930 Short-term borrowings 3,965,002 4,315,768 Accrued interest and other liabilities 586,280 577,274 ------------- ------------- Total liabilities 233,371,878 230,258,864 ------------- ------------- SHAREHOLDERS' EQUITY Common stock - No par value: 1,000,000 shares authorized, 718,431 issued 8,846,670 8,846,670 Retained earnings 24,339,816 23,614,590 Accumulated other comprehensive income 444,065 168,141 Treasury stock, at cost (20,852 and 15,883 shares) (1,358,105) (888,236) ------------- ------------- Total shareholders' equity 32,272,446 31,741,165 ------------- ------------- Total liabilities and shareholders' equity $ 265,644,324 $ 262,000,029 ============= ============= See accompanying notes to the consolidated financial statements. -3- 4 KILLBUCK BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended March 31, 2001 2000 ----------- ---------- INTEREST INCOME Interest and fees on loans $ 3,719,864 $3,339,793 Federal funds sold 168,277 79,659 Investment securities: Taxable 703,470 697,178 Exempt from federal income tax 400,531 394,884 ----------- ---------- Total interest income 4,992,142 4,511,514 ----------- ---------- INTEREST EXPENSE Deposits 2,405,592 1,957,288 Federal Home Loan Bank advances 102,195 116,846 Short term borrowings 29,994 36,915 ----------- ---------- Total interest expense 2,537,781 2,111,049 ----------- ---------- NET INTEREST INCOME 2,454,361 2,400,465 Provision for loan losses 82,500 60,000 ----------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,371,861 2,340,465 ----------- ---------- OTHER INCOME Service charges on deposit accounts 132,198 115,606 Gain on sale of loans, net 10,838 2,077 Other income 22,295 39,452 ----------- ---------- Total other income 165,331 157,135 ----------- ---------- OTHER EXPENSE Salaries and employee benefits 739,878 674,761 Occupancy and equipment expense 235,735 215,794 Professional fees 89,820 90,631 Franchise tax 98,026 77,688 Other expenses 399,207 335,577 ----------- ---------- Total other expense 1,562,666 1,394,451 ----------- ---------- INCOME BEFORE INCOME TAXES 974,526 1,103,149 Income taxes 249,300 269,361 ----------- ---------- NET INCOME $ 725,226 $ 833,788 =========== ========== EARNING PER COMMON SHARE $ 1.04 $ 1.18 =========== ========= AVERAGE SHARES OUTSTANDING 698,661 705,295 =========== ========= See accompanying notes to the unaudited consolidated financial statements. -4- 5 KILLBUCK BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2001 Accumulated Other Total Common Retained Comprehensive Treasury Shareholders' Comprehensive Stock Earnings Income Stock Equity Income ---------- ---------- ------------ ----------- ------------ -------------- BALANCE, DECEMBER 31, 2000 $8,846,670 $23,614,590 $168,141 $ (888,236) $31,741,165 Net income 725,226 725,226 $ 725,226 Purchase of Treasury stock (469,869) (469,869) Other comprehensive income: Net unrealized gain on securities 275,924 275,924 275,924 ---------- Comprehensive income $1,001,150 ---------- ----------- -------- ----------- ----------- ========== BALANCE, MARCH 31, 2001 $8,846,670 $24,339,816 $444,065 $(1,358,105) $32,272,446 ========== =========== ======== =========== =========== See accompanying notes to the unaudited consolidated financial statements. -5- 6 KILLBUCK BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2001 2000 ---------- ----------- OPERATING ACTIVITIES Net income $ 725,226 $ 833,788 Adjustments to reconcile net income to net cash provided by Operating activities: Provision for loan losses 82,500 60,000 Gain on sale of loans - (2,077) Provision for depreciation and amortization 129,332 105,936 Origination of loans held for sale (1,059,900) (525,700) Proceeds from the sale of loans 1,579,900 883,777 Federal Home Loan Bank stock dividend (18,100) (15,800) Net change in: Accrued interest and other assets (427,652) (815,731) Accrued expenses and other liabilities 9,006 98,447 ----------- ----------- Net cash provided by operating activities 1,020,312 622,640 ----------- ----------- INVESTING ACTIVITIES Investment securities available for sale: Proceeds from maturities and repayments 11,795,800 3,100,000 Purchases - (2,000,000) Investment securities held to maturity: Proceeds from maturities and repayments 356,656 - Purchases (946,729) (242,843) Net increase in loans (3,529,953) (3,662,080) Purchase of premises and equipment (326,845) (234,757) ------------ ----------- Net cash provided by (used in) investing activities 7,348,929 (3,039,680) ------------ ----------- FINANCING ACTIVITIES Net decrease in demand, money market and savings deposits (1,264,121) (2,426,619) Net increase in time deposits 4,993,499 4,926,216 Repayment of Federal Home Loan Bank advances (274,604) (229,251) Net decrease in short term borrowings (350,766) (544,999) Purchase of Treasury stock (469,869) (8,806) ------------ ----------- Net cash provided by financing activities 2,634,139 1,716,541 ------------ ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,003,380 (700,499) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 20,512,736 16,823,806 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $31,516,116 $16,123,307 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Cash Paid During the Period For: Interest on deposits and borrowings $ 2,550,356 $ 2,106,968 =========== =========== Income taxes $ - $ - =========== =========== See accompanying notes to the unaudited consolidated financial statements. -6- 7 KILLBUCK BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements include the accounts of Killbuck Bancshares, Inc. (the "Company") and its wholly-owned subsidiary Killbuck Savings Bank Company (the "Bank"). All significant intercompany balances and transactions have been eliminated in the consolidation. The accompanying reviewed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the consolidated statements of and for the year ended December 31, 2000 and related notes which are included on the Form 10-K (file no. 000-24147) NOTE 2 - EARNINGS PER SHARE The Company currently maintains a simple capital structure; therefore, there are no dilutive effects on earnings per share. As such, earnings per share are calculated using the weighted number of shares for the period. -7- 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions. Killbuck Bancshares, Inc. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The Company conducts no significant business or operations of its own other than holding all of the outstanding stock of the Killbuck Savings Bank Company. As a result, references to the Company generally refer to the Bank unless the context indicates otherwise. FINANCIAL CONDITION Total assets at March 31, 2001 were approximately $265,644,000 compared to $262,000,000 at December 31, 2000. Cash and cash equivalents increased by $11,003,000 or 53.6% from December 31, 2000, to March 31, 2001, with federal funds sold increasing $9,700,000. This increase improved the Bank's liquidity position for loan demand and for available for sale investment security purchases at March 31, 2001. Investment securities available for sale decreased by $11,361,000 or 23.9% from December 31, 2000, as a result of maturities in excess of purchases, due to the interest rates and terms being offered during the period being less favorable in management's opinion. Investments held to maturity increased $572,000 or 1.6%. Net loans increased by $3,447,000 or 2.3% from December 31, 2000, to March 31, 2001. An increase of $2,702,000 occurred in the commercial loan category while real estate loan balances increased by $1,475,000 and consumer loan balances decreased by $878,000. Total deposits at March 31, 2001 were $222,897,000 compared to $219,168,000 at December 31, 2000. Time deposits increased $4,993,000, demand accounts increased $1,702,000 and money market and savings accounts decreased $437,000. Management attributes these changes to normal transfers of funds within the deposit accounts and disintermediation from the stock market. Shareholders' Equity increased by $531,000 or 1.7%, which was mainly due to earnings of $725,000 for the first three months of 2001 accentuated by a $276,000 increase in the unrealized gain on securities included in other comprehensive income and offset by the purchase of Treasury stock for $470,000. Management monitors risk-based capital and leveraged capital ratios in order to assess compliance of the regulatory guidelines. At March 31, 2001, the total capital ratio was 18.93%; the Tier I capital ratio was 17.68%, and the leverage ratio was 11.71%, compared to regulatory capital requirements of 8.00%, 4.00% and 4.00% respectively. These ratios are well in excess of regulatory capital requirements. -8- 9 RESULTS OF OPERATIONS COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 Total interest income of $4,992,000 for the three month period ended March 31, 2001, compares to $4,512,000 for the same period in 2000, an increase of $480,000 or 10.6%. The majority of the overall increase in total interest income is attributed to an increase in interest and fees on loans of approximately $380,000 or 79.2% of the overall increase. The increase in interest income resulted primarily from an increase in the average volume of the underlying principle balances of interest earning assets coupled with an increase in the yield. See "Average Balance Sheet" for the three month periods ended March 31, 2001 and March 31, 2000. Total interest expense of $2,538,000 for the three month period ending March 31, 2001, represents an increase of $427,000 from the $2,111,000 reported for the same three month period in 2000. The increase in interest expense resulted primarily from an increase in the average volume of the underlying principle balances of interest bearing liabilities coupled with an increase in the yield. See "Average Balance Sheet" for the three month periods ended March 31, 2001 and March 31, 2000. Net interest income of $2,454,000 for the three months ended March 31, 2001, compares to $2,401,000 for the same three month period in 2000, an increase of $53,000 or 2.2%. Total other income for the three month period ended March 31, 2001, of $165,000 compares to $157,000 for the same three month period in 2000, an increase of $8,000 or 5.1%. Gains on sale of loans increased $9,000 due to increased activity caused by declining fixed loan rates and other income decreased $17,000 due to a decrease of $18,000 in alternative investment income. The decrease in alternative investment income is attributable to the absence of permanent personnel in this area. Total other expense of $1,563,000 for the three months ended March 31, 2001, compares to $1,394,000 for the same three month period in 2000. This represents an increase of $169,000 or 12.1%. Salary and employee benefits increased approximately $65,000 due to additional staff being hired as a result of the addition of the branch in Sugarcreek, Ohio and normal increases in salaries and employee benefits. The increases in the remaining expense accounts were attributable to the branch in Sugarcreek, Ohio becoming fully operational in the spring of 2000 and to expenditures that are considered normal and recurring in nature. Net income for the three month period ended March 31, 2001, was $725,000, a decrease of $109,000 or 13.1% from the $834,000 reported at March 31, 2000. -9- 10 LIQUIDITY Management monitors projected liquidity needs and determines the level desirable based in part on the Company's commitments to make loans and management's assessment of the Company's ability to generate funds. The primary sources of funds are deposits, repayment of loans, maturities of investments, funds provided from operations and advances from the FHLB of Cincinnati. While scheduled repayments of loans and maturities of investment securities are predictable sources of funds, deposit flows and loan repayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its sources of funds to fund existing and future loan commitments, to fund maturing time deposits and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses. Cash and amounts due from depository institutions and federal funds sold totaled $31,516,000 at March 31, 2001. These assets provide the primary source of liquidity for the Company. In addition, management has designated a substantial portion of the investment portfolio, $36,117,000 as available for sale and has an available unused line of credit of $14,100,000 with the Federal Home Loan Bank of Cincinnati to provide additional sources of liquidity at March 31, 2001. As of March 31, 2001, the Company had commitments to fund loans of approximately $16,159,000. Cash was provided during the three month period ended March 31, 2001, mainly from operating activities of $1 million, a net increase in deposits of $3.7 million and the maturities and repayments of investment securities of $12.2 million. Cash was used during the three month period ended March 31, 2001, mainly to fund a net increase in loans of $3.5 million, and for the purchase of investment securities of $.9 million. In addition $.6 million was also used to reduce Federal Home Loan Bank advances and short term borrowings during the first three months of 2001 and $.5 million was used to purchase Treasury Stock. Cash and cash equivalents totaled $31.5 million at March 31, 2001, an increase of $11.0 million from $20.5 million at December 31, 2000. Management is not aware of any conditions, including any regulatory recommendations or requirements, which would adversely affect its liquidity or ability to meet its funding needs in the normal course of business. -10- 11 RISK ELEMENTS The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans and repossessed assets at March 31, 2001, and December 31, 2000. A loan is classified as nonaccrual when, in the opinion of management, there are doubts about collectability of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as of result of the deterioration of the borrower. March 31, December 31, 2001 2000 ------------ ------------ (dollars in thousands) Loans on nonaccrual basis $341 $298 Loans past due 90 days or more 206 340 Renegotiated loans - - ---- ---- Total nonperforming loans 547 638 Other real estate - - Repossessed assets - - ---- ---- Total nonperforming assets $547 $638 ==== ==== Nonperforming loans as a percent of total loans 0.35% 0.42% Nonperforming loans as a percent of total assets 0.21% 0.24% Nonperforming assets as a percent of total assets 0.21% 0.24% Management monitors impaired loans on a continual basis. As of March 2001, impaired loans had no material effect on the Company's financial position or results from operations. The allowance for loan losses at March 31, 2001, totaled $2,209,000 or 1.43% of total loans as compared to approximately $2,359,000 or 1.55% at December 31, 2000. Provisions for loan losses were $82,500 for the three months ended March 31, 2001 and $60,000 for the three months ended March 31, 2000. The level of funding for the provision is a reflection of the overall loan portfolio. Nonperforming loans consist of approximately $186,000 in one to four family residential mortgages, $169,000 in commercial real estate, $161,000 in commercial loans and $31,000 in consumer loans. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in management's opinion. -11- 12 Management performs a quarterly evaluation of the allowance for loan losses. The evaluation incorporates internal loan review, actual historical losses, as well as any negative economic trends in the local market. The evaluation is presented to and approved by the Board of Directors. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate to provide for the inherent risk of loss in its portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods. -12- 13 AVERAGE BALANCE SHEET March 31, 2001 March 31, 2000 ------------------------------------------ ------------------------------------- Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ------------ --------- ---- ------------ ---------- ---- Assets Interest earnings assets Loans (2)(2)(3) $153,620,485 $3,719,864 9.69% $144,793,844 $3,339,793 9.23% Securities-taxable (4) 42,857,115 685,302 6.40% 43,331,082 682,476 6.30% Securities-nontaxable 34,436,009 400,531 4.65% 32,987,717 394,884 4.79% Securities-equity (4)(5) 1,336,448 18,168 5.44% 1,193,235 14,702 4.93% Federal funds sold 14,239,439 168,277 4.73% 5,687,208 79,659 5.60% ------------ ---------- ---- ------------ ---------- ----- Total interest earnings assets 246,489,496 4,992,142 8.10% 227,993,086 4,511,514 7.92% ------------ --------- ---- ------------ ---------- ----- Noninterest earning assets Cash and due from other institutions 7,429,300 7,406,413 Premises and equipment, net 4,677,888 3,975,932 Accrued interest 1,500,234 1,372,428 Other assets 2,350,782 2,345,541 Less allowance for loan losses (2,188,589) (1,922,662) ------------ ------------ Total noninterest earnings assets 13,769,615 13,177,652 ------------ ------------ Total Assets $260,259,111 $241,170,738 =========== ============ Liabilities and Shareholders Equity Interest bearing liabilities: Interest bearing demand $ 27,740,407 165,877 2.39% $ 29,981,895 190,625 2.54% Money market accounts 10,951,941 99,816 3.65% 9,911,350 83,982 3.39% Savings deposits 28,531,479 220,704 3.09% 27,902,132 214,567 3.08% Time deposits 123,889,809 1,919,195 6.20% 107,148,377 1,468,114 5.48% Short term borrowings 3,680,125 29,994 3.26% 4,048,988 36,915 3.65% Federal Home Loan Advances 6,024,880 102,195 6.78% 6,947,056 116,846 6.73% ------------ ---------- ---- ------------ ---------- ----- Total interest bearing liabilities 200,818,641 2,537,781 5.05% 185,939,798 2,111,049 4.54% ------------ ---------- ---- ------------ ---------- ----- Noninterest bearing liabilities: Demand deposits 26,624,575 25,962,940 Accrued expenses and other liabilities 1,070,982 433,452 ------------ ------------ Total noninterest bearing liabilities 27,695,557 26,396,392 ------------ ------------ Shareholder's equity 31,744,913 28,834,548 ------------ ------------ Total Liabilities and Equity $260,259,111 $241,170,738 ============ ============ Net interest income $2,454,361 $2,400,465 ========== ========== Interest rate spread (6) 3.05% 3.38% ==== ==== Net yield on interest earning assets (7) 3.98% 4.21% ==== ==== (1) For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees. (2) Included in loan interest income are loan related fees of $77,093 and $76,833 in 2001 and 2000, respectively. (3) Nonaccrual loans are include in loan totals and do not have a material impact on the information presented. (4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities. (5) Equity securities is comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank and Great Lakes Bankers Bank. (6) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities. (7) Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets. -13- 14 PART II - OTHER INFORMATION Item 1 - Legal Proceedings None Item 2 - Changes in the rights of the Company's security holders None Item 3 - Defaults by the Company on its senior securities None Item 4 - Results of votes of security holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K a) The following exhibits are included in this report or incorporated herein by reference: 3(i) Articles of Incorporation of Killbuck Bancshares, Inc.* 3(ii) Code of Regulations of Killbuck Bancshares, Inc.* 10 Agreement and Plan of Reorganization with Commercial and Savings Bank Co.* 21 Subsidiaries of Registrant* 99 Independent Accountant's Report b) No reports on Form 8-K were filed during the quarter of the period covered by this report. *Incorporated by reference to an identically numbered exhibit to the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998 and subsequently amended on July 8, 1998 and July 31, 1998. -14- 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. Killbuck Bancshares, Inc. Date: _______________ By:/s/Luther E. Proper ---------------------------- Luther E. Proper President and Chief Executive Officer Date: ________________ By:/s/Diane Knowles ---------------------------- Diane Knowles Chief Financial Officer -15-