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, 2000
Commission File Number 000-24147
KILLBUCK BANCSHARES, INC.
(Exact name of registrant as specified in its Charter)
OHIO 34-1700284
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
165 N. MAIN STREET, KILLBUCK, OH 44637
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(Address of principal executive offices and zip code)
(330) 276-2771
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(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
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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 May 9, 2000: 705,240
KILLBUCK BANCSHARES, INC.
INDEX
Page Number
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheet as of
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Income for the
three months ended March 31, 2000 and 1999 4
Consolidated Statements of Changes In Shareholders'
Equity for the three months ended March 31, 2000 5
Consolidated Statements of Cash Flows for the
three months ended March 31, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition And Results of Operations 8-12
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Default Upon Senior Securities 13
Item 4. Submissions of Matters to a Vote of
Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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- -2-
KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, December 31,
2000 1999
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ASSETS
Cash and cash equivalents:
Cash and amounts due from depository institutions $ 7,523,307 $ 8,123,806
Federal funds sold 8,600,000 8,700,000
--------------- ----------------
Total cash and cash equivalents 16,123,307 16,823,806
--------------- ----------------
Investment securities:
Securities available for sale 41,034,104 42,311,490
Securities held to maturity (market value of
$33,835,025 and $33,578,899) 34,648,309 34,424,679
--------------- ----------------
Total investment securities 75,682,413 76,736,169
--------------- ----------------
Loans (net of allowance for loan losses of
$1,906,116 and $1,887,773) 145,123,155 141,521,075
Loans held for sale - 356,000
Premises and equipment, net 4,003,319 3,851,975
Accrued interest 2,166,974 1,622,480
Other assets 2,509,612 2,238,375
--------------- ----------------
Total assets $ 245,608,780 $ 243,149,880
=============== ================
LIABILITIES
Deposits:
Noninterest bearing demand $ 27,457,985 $ 28,935,106
Interest bearing demand 27,419,793 29,579,519
Money market 10,570,983 8,746,151
Savings 27,559,329 28,173,933
Time 111,229,965 106,303,749
--------------- ----------------
Total deposits 204,238,055 201,738,458
Federal Home Loan Bank advances 6,883,502 7,112,753
Short term borrowings 4,355,001 4,900,000
Accrued interest and other liabilities 580,398 481,951
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Total liabilities 216,056,956 214,233,162
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SHAREHOLDERS' EQUITY
Common stock no par value: 1,000,000 shares
authorized, 718,431 issued 8,846,670 8,846,670
Retained earnings 22,185,944 21,352,156
Accumulated other comprehensive loss (838,496) (648,620)
Treasury stock, at cost (13,191 and 13,100 shares) (642,294) (633,488)
--------------- ----------------
Total shareholders' equity 29,551,824 28,916,718
--------------- ----------------
Total liabilities and shareholders' equity $ 245,608,780 $ 243,149,880
=============== ================
See accompanying notes to the unaudited consolidated financial statements.
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KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended
March 31,
2000 1999
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INTEREST INCOME
Interest and fees on loans $ 3,339,793 $ 3,134,804
Federal funds sold 79,659 114,993
Investment securities:
Taxable 697,178 579,799
Exempt from federal income tax 394,884 325,529
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Total interest income 4,511,514 4,155,125
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INTEREST EXPENSE
Deposits 1,957,288 1,874,911
Federal Home Loan Bank advances 116,846 142,678
Short term borrowings 36,915 18,182
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Total interest expense 2,111,049 2,035,771
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NET INTEREST INCOME 2,400,465 2,119,354
Provision for loan losses 60,000 60,000
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NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES 2,340,465 2,059,354
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OTHER INCOME
Service charges on deposit accounts 115,606 112,766
Gain on sale of loans, net 2,077 14,808
Other income 39,452 26,540
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Total other income 157,135 154,114
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OTHER EXPENSE
Salaries and employee benefits 674,761 584,147
Occupancy expense 55,626 48,987
Equipment expense 160,168 139,570
Professional fees 90,631 73,978
Franchise tax 77,688 86,488
Other expenses 335,577 321,527
--------------- ----------------
Total other expense 1,394,451 1,254,697
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INCOME BEFORE INCOME TAXES 1,103,149 958,771
Income taxes 269,361 229,058
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NET INCOME $ 833,788 $ 729,713
=============== ================
Earning per common share $ 1.18 $ 1.03
=============== ================
Average shares outstanding 705,295 705,331
=============== ================
See accompanying notes to the unaudited consolidated financial statements.
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KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000
Accumulated
Other Total
Common Retained Comprehensive Treasury Shareholders' Comprehensive
Stock Earnings Income (Loss) Stock Equity Income
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 $ 8,846,670 $21,352,156 $ (648,620) $ (633,488) $28,916,718
Net income 833,788 833,788 $ 833,788
Purchase of Treasury stock (8,806) (8,806)
Other comprehensive income:
Net unrealized loss on
securities (189,876) (189,876) (189,876)
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Comprehensive income $ 643,912
----------- ----------- ----------- ----------- ----------- ===========
Balance, March 31, 2000 $ 8,846,670 $22,185,944 $ (838,496) $ (642,294) $29,551,824
=========== =========== =========== =========== ===========
See accompanying notes to the unaudited consolidated financial statements.
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KILLBUCK BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
2000 1999
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Operating Activities
Net income $ 833,788 $ 729,713
Adjustments to reconcile net income to net cash provided by
Operating activities:
Provision for loan losses 60,000 60,000
Gain on sale of loans (2,077) (14,808)
Provision for depreciation and amortization 105,936 93,882
Origination of loans held for sale (525,700) (1,286,625)
Proceeds from the sale of loans 883,777 1,535,183
Federal Home Loan Bank stock dividend (15,800) (14,700)
Increase in accrued interest and other assets (815,731) (331,742)
Increase (decrease) in accrued expenses and other liabilities 98,447 (39,034)
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Net cash provided by operating activities 622,640 731,869
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INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from maturities and repayments 3,100,000 7,300,000
Purchases (2,000,000) (3,498,800)
Investment securities held to maturity:
Proceeds from maturities and repayments - 150,000
Purchases (242,843) (2,392,172)
Net increase in loans (3,662,080) (3,806,042)
Purchase of premises and equipment (234,757) (152,172)
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Net cash used in investing activities (3,039,680) (2,399,186)
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FINANCING ACTIVITIES
Net decrease in demand, money market and savings deposits (2,426,619) (120,679)
Net increase in time deposits 4,926,216 886,535
Repayment of Federal Home Loan Bank advances (229,251) (401,282)
Net decrease in short term borrowings (544,999) (499,998)
Purchase of Treasury stock (8,806) -
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Net cash provided by (used in) financing activities 1,716,541 (135,424)
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Net decrease in cash and cash equivalents (700,499) (1,802,741)
Cash and cash equivalents at beginning of period 16,823,806 22,172,224
------------ ------------
Cash and cash equivalents at end of period $ 16,123,307 $ 20,369,483
============ ============
Supplemental Disclosures of Cash Flows Information
Cash Paid During the Period For:
Interest on deposits and borrowings $ 2,106,968 $ 2,016,335
============ ============
Income taxes $ - $ -
============ ============
See accompanying notes to the unaudited consolidated financial statements.
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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, 1999 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.
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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, Year 2000 issues, 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, 2000 were $245,609,000 compared to $243,150,000 at
December 31, 1999.
Cash and cash equivalents decreased by $700,000 or 4.2% from December 31,
1999, to March 31, 2000, with liquid funds held in the form of cash on hand
and amounts due from depository institutions decreasing $600,000. These funds
were used to partially fund loan growth.
Investment securities available for sale decreased by $1,277,000 or 3.1% from
December 31, 1999, as a result of maturities in excess of purchases of
available for sale securities. Investments held to maturity increased
$224,000 or .7%.
Net loans increased by $3,246,000 or 2.3% from December 31, 1999, to March 31,
3000. An increase of $2,244,000 occurred in the commercial loan category
while real estate and consumer loan balances increased by $494,000 and
$534,000 respectively.
Total deposits at March 31, 2000 were $204,238,000 compared to $201,738,000 at
December 31, 1999. Time deposits increased $4,926,000, demand accounts
decreased $3,636,000 and money market and savings accounts increased
$1,210,000. Management attributes these changes to normal transfers of funds
within the deposit accounts and a promotional time certificate being offered
starting February 5, 2000.
Shareholders' Equity increased by $635,000 or 2.2%, which was mainly due to
earnings of $834,000 for the first three months of 2000 offset by a $190,000
increase in the unrealized loss on securities included in other comprehensive
income and the purchase of Treasury stock for $9,000. Management monitors
risk-based capital and leveraged capital ratios in order to assess compliance
of the regulatory guidelines. At March 31, 2000, the total capital ratio was
19.97%; the Tier I capital ratio was 18.73%, and the leverage ratio was
12.03%, compared to regulatory capital requirements of 8.00%, 4.00% and 4.00%
respectively. These ratios are well in excess of regulatory capital
requirements.
The Company opened and began operating its new branch in Sugarcreek, Ohio in
February, 2000.
- -8-
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
- ------------------------------------------------------------
Total interest income of $4,512,000 for the three month period ended March 31,
2000, compares to $4,155,000 for the same period in 1999, an increase of
$357,000 or 8.6%. The majority of the overall increase in total interest
income is attributed to an increase in interest and fees on loans of
approximately $205,000 or 57.4% of the overall increase. The increase in
interest and fees on loans is due primarily to increased volume in the loan
portfolio due to favorable economic conditions in the Company's lending area.
Average loan balances were $144,794,000 for the first three months of 2000
compared to $138,220,000 for the first three months of 1999.
Total interest expense of $2,111,000 for the three month period ending March
31, 2000, represents an increase of $75,000 from the $2,036,000 reported for
the same three month period in 1999. The increase in interest expense on
deposits of $82,000 is due mainly to the increases in the volume of deposit
accounts. Average interest bearing deposits were $172,874,000 for the first
three months of 2000 compared to $164,323,000 for the first three months of
1999.
Net interest income of $2,400,000 for the three months ended March 31, 2000,
compares to $2,119,000 for the same three month period in 1999, an increase of
$281,000 or 13.3%.
Total other income for the three month period ended March 31, 2000, of
$157,000 compares to $154,000 for the same three month period in 1999, an
increase of $3,000 or 1.9%. Gains on sale of loans decreased $13,000 due to
decreased activity caused by rising fixed loan rates any other income
increased $13,000 due to an increase of $14,000 in alternative investment
income. The increase in alternative investment income is attributable to
increased activity in this area.
Total other expense of $1,394,000 for the three months ended March 31, 2000,
compares to $1,255,000 for the same three month period in 1999. This
represents an increase of $139,000 or 11.1%. Salary and employee benefits
increased approximately $91,000 due to additional staff being hired as a
result of opening the branch in Sugarcreek, Ohio and normal increases in
salaries and employee benefits. The increases in the remaining expense
accounts were attributable to the opening of the branch in Sugarcreek, Ohio
and increases in items that are normal and recurring in nature.
Net income for the three month period ended March 31, 2000, was $834,000, an
increase of $104,000 or 14.3% from the $730,000 reported at March 31, 1999.
- -9-
LIQUIDITY
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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 $16,123,000 at March 31, 2000. These assets provide the primary
source of liquidity for the Company. In addition, management has designated a
substantial portion of the investment portfolio, $41,034,000 as available for
sale and has an available unused line of credit of $11,694,000 with the
Federal Home Loan Bank of Cincinnati to provide additional sources of
liquidity at March 31, 2000. As of March 31, 2000, the Company had
commitments to fund loans of approximately $733,000.
Cash was provided during the three month period ended March 31, 2000, mainly
from operating activities of $.6 million a net increase in deposits of $2.5
million and the maturities and repayments of investment securities of $3.1
million. Cash was used during the three month period ended March 31, 2000,
mainly to fund a net increase in loans of $3.7 million, and for the purchase
of investment securities of $2.2 million. In addition $.8 million was also
used to reduce Federal Home Loan Bank advances and short term borrowings
during the first three months of 2000. Cash and cash equivalents totaled
$16.1 million at March 31, 2000, a decrease of $.7 million from $16.8 million
at December 31, 1999.
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-
RISK ELEMENTS
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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, 2000, and December 31,
1999. 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,
2000 1999
(dollars in thousands)
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Loans on nonaccrual basis $ 86 $ 287
Loans past due 90 days or more 413 312
Renegotiated loans - -
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Total nonperforming loans 499 599
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Other real estate - -
Repossessed assets - -
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Total nonperforming assets $499 $ 599
========= ============
Nonperforming loans as a percent of total loans 0.34% 0.42%
Nonperforming loans as a percent of total assets 0.20% 0.25%
Nonperforming assets as a percent of total assets 0.20% 0.25%
Management monitors impaired loans on a continual basis. As of March 2000,
impaired loans had no material effect on the Company's financial position or
results from operations.
The allowance for loan losses at March 31, 2000, totaled $1,906,000 or 1.3% of
total loans as compared to approximately $1,888,000 or 1.3% at December 31,
1999. Provisions for loan losses were $60,000 for the three months ended
March 31, 2000 and $60,000 for the three months ended March 31, 1999.
The level of funding for the provision is a reflection of the overall loan
portfolio. Nonperforming loans consist of approximately $206,000 in one to
four family residential mortgages, $85,000 in commercial real estate, $150,000
in commercial loans and $58,000 in consumer loans. The collateral
requirements on such loans reduce the risk of potential losses to an
acceptable level in management's opinion.
- -11-
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.
YEAR 2000
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The Company has operated and evaluated its computer operating systems
following January 1, 2000 and has not identified any errors or experienced any
computer system malfunctions. Nevertheless, the Company continues to monitor
its computer operating systems to assess whether its systems are at risk of
misinterpreting any future dates and will develop, if needed, appropriate
contingency plans to prevent any potential system malfunction or correct any
system failures. The Company has not been informed of any such problem
experienced by its vendors or its customers. The Company will continue to
monitor its significant vendors of goods and services and customers with
respect to any Year 2000 problems they may encounter, as those issues may
affect its ability to continue operations, or might adversely affect the
Company's financial position, results of operations and cash flows. At this
time, the Company does not believe that those potential problems will
materially impact the ability to continue operations. However, no assurance
can be given that this will be the case.
- -12-
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*
27 Financial Data Schedule (in electronic filing only)
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.
- -13-
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
---------------------
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Luther E. Proper
President and
Chief Executive Officer
Date: By:/s/Jon D. Boley
----------------------
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Jon D. Boley
Principal Financial Officer
- -14-