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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES
EXCHANGE ACT OF 1934
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 November 5, 2002: 694,455
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
September 30, 2002 and December 31, 2001 3
Consolidated Statement of Income for the
nine months ended September 30, 2002 and 2001 4
Consolidated Statement of Income for the
three months ended September 30, 2002 and 2001 5
Consolidated Statement of Changes in Shareholders' Equity
For the nine months ended September 30, 2002 6
Consolidated Statement of Cash Flows for the
nine months ended September 30, 2002 and 2001 7
Notes to Unaudited Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 11-20
Item 3 Quantitative and Qualitative Disclosures About Market Risk 21-22
Item 4 Controls and Procedures 23
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 24
Item 2. Changes in Securities 24
Item 3. Default Upon Senior Securities 24
Item 4. Submissions of Matters to a Vote of Security Holders 24
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
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SECTION 302 CERTIFICATION 26-29
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-2-
Killbuck Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, December 31,
2002 2001
------------- -------------
ASSETS
------
Cash and cash equivalents:
Cash and amounts due from depository institutions $ 6,774,747 $ 7,768,070
Federal funds sold 20,000,000 22,500,000
------------- -------------
Total cash and cash equivalents 26,774,747 30,268,070
------------- -------------
Investment securities:
Securities available for sale 36,434,703 51,419,900
Securities held to maturity (market value of $46,168,604
and $40,734,605) 43,014,298 39,803,246
------------- -------------
Total investment securities 79,449,001 91,223,146
------------- -------------
Loans (net of allowance for loan losses of $2,329,513 and
$2,260,555) 165,215,862 149,560,961
Loans held for sale 1,325,300 593,200
Premises and equipment, net 5,324,953 5,138,782
Accrued interest receivable 1,881,728 1,508,784
Goodwill, net 1,329,249 1,329,249
Other assets 1,665,585 1,635,996
------------- -------------
Total assets $ 282,966,425 $ 281,258,188
============= =============
LIABILITIES
-----------
Deposits:
Noninterest bearing demand $ 34,915,436 $ 32,198,109
Interest bearing demand 31,604,112 32,659,909
Money market 18,954,319 15,169,110
Savings 37,931,719 33,247,687
Time 116,361,077 124,696,288
------------- -------------
Total deposits 239,766,663 237,971,103
Federal Home Loan Bank advances 4,647,260 5,226,732
Short-term borrowings 3,850,000 4,295,000
Accrued interest and other liabilities 604,144 727,901
------------- -------------
Total liabilities 248,868,067 248,220,736
------------- -------------
SHAREHOLDERS' EQUITY
--------------------
Common stock - No par value: 1,000,000 shares authorized,
718,431 issued 8,846,670 8,846,670
Retained earnings 27,284,461 25,445,528
Accumulated other comprehensive income 555,538 493,654
Treasury stock, at cost (34,207 and 25,144 shares) (2,588,311) (1,748,400)
------------- -------------
Total shareholders' equity 34,098,358 33,037,452
------------- -------------
Total liabilities and shareholders' equity $ 282,966,425 $ 281,258,188
============= =============
See accompanying notes to the unaudited consolidated financial statements.
-3-
Killbuck Bancshares, Inc.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Nine Months Ended
September 30,
2002 2001
----------- -----------
INTEREST INCOME
Interest and fees on loans $ 8,627,120 $10,679,608
Federal funds sold 176,816 577,318
Investment securities:
Taxable 1,921,258 1,954,175
Exempt from federal income tax 1,381,289 1,297,263
----------- -----------
Total interest income 12,106,483 14,508,364
----------- -----------
INTEREST EXPENSE
Deposits 4,380,164 6,885,450
Federal Home Loan Bank advances 247,254 294,490
Short term borrowings 3,643 62,609
----------- -----------
Total interest expense 4,631,061 7,242,549
----------- -----------
NET INTEREST INCOME 7,475,422 7,265,815
Provision for loan losses 150,000 262,500
----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES 7,325,422 7,003,315
----------- -----------
OTHER INCOME
Service charges on deposit accounts 462,267 413,265
Gain on sale of loans, net 95,078 48,402
Other income 131,979 133,183
----------- -----------
Total other income 689,324 594,850
----------- -----------
OTHER EXPENSE
Salaries and employee benefits 2,484,545 2,330,096
Occupancy expense 186,952 176,070
Equipment expense 538,196 493,975
Professional fees 190,882 213,409
Franchise tax 297,085 292,592
Other expenses 1,210,292 1,249,129
----------- -----------
Total other expense 4,907,952 4,755,271
----------- -----------
INCOME BEFORE INCOME TAXES 3,106,794 2,842,894
Income taxes 683,234 672,781
----------- -----------
NET INCOME $ 2,423,560 $ 2,170,113
=========== ===========
Earnings per common share $ 3.52 $ 3.11
=========== ===========
Weighted average shares outstanding 688,250 697,484
=========== ===========
See accompanying notes to the unaudited consolidated financial statements.
-4-
Killbuck Bancshares, Inc.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended
September 30,
2002 2001
---------- ----------
INTEREST INCOME
Interest and fees on loans $2,867,685 $3,372,228
Federal funds sold 65,498 163,474
Investment securities:
Taxable 526,084 654,262
Exempt from federal income tax 475,421 447,405
---------- ----------
Total interest income 3,934,688 4,637,369
---------- ----------
INTEREST EXPENSE
Deposits 1,354,529 2,169,527
Federal Home Loan Bank advances 78,648 93,721
Short term borrowings 1,167 14,663
---------- ----------
Total interest expense 1,434,344 2,277,911
---------- ----------
NET INTEREST INCOME 2,500,344 2,359,458
Provision for loan losses 60,000 90,000
---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,440,344 2,269,458
---------- ----------
OTHER INCOME
Service charges on deposit accounts 163,132 137,828
Gain on sale of loans, net 40,193 25,928
Other income 43,635 42,171
---------- ----------
Total other income 246,960 205,927
---------- ----------
OTHER EXPENSE
Salaries and employee benefits 801,516 753,581
Occupancy expense 66,942 62,833
Equipment expense 182,462 170,243
Professional fees 48,305 58,047
Franchise tax 100,103 97,408
Other expenses 394,333 416,214
---------- ----------
Total other expense 1,593,661 1,558,326
---------- ----------
INCOME BEFORE INCOME TAXES 1,093,643 917,059
Income taxes 228,187 206,310
---------- ----------
NET INCOME $ 865,456 $ 710,749
========== ==========
Earnings per common share $ 1.26 $ 1.02
========== ==========
Weighted average shares outstanding 684,926 696,213
========== ==========
See accompanying notes to the unaudited consolidated financial statements.
-5-
Killbuck Bancshares, Inc.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2002
Accumulated
Other Total
Common Retained Comprehensive Treasury Shareholders' Comprehensive
Stock Earnings Income Stock Equity Income
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2001 $ 8,846,670 $ 25,445,528 $ 493,654 $ (1,748,400) $ 33,037,452
Net income 2,423,560 2,423,560 $ 2,423,560
Purchase of Treasury stock (839,911) (839,911)
Other comprehensive income:
Net unrealized gain on securities,
net of tax of $31,879 61,884 61,884 61,884
------------
Comprehensive income $ 2,485,444
============
Cash dividends paid ($.85 per share) (584,627) (584,627)
------------ ------------ ------------ ------------ ------------
Balance, September 30, 2002 $ 8,846,670 $ 27,284,461 $ 555,538 $ (2,588,311) $ 34,098,358
============ ============ ============ ============ ============
See accompanying notes to the unaudited consolidated financial statements.
-6-
Killbuck Bancshares, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
2002 2001
------------ ------------
Operating Activities
Net income $ 2,423,560 $ 2,170,113
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 150,000 262,500
Gain on sale of loans (95,078) (48,402)
Provision for depreciation and amortization 444,613 405,516
Origination of loans held for sale (11,148,262) (7,343,610)
Proceeds from the sale of loans 10,511,240 7,573,732
Federal Home Loan Bank stock dividend (46,758) (53,600)
Net change in:
Accrued interest and other assets (387,656) (229,391)
Accrued expenses and other liabilities (123,756) 27,750
------------ ------------
Net cash provided by operating activities 1,727,903 2,764,608
------------ ------------
INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from maturities and repayments 26,173,812 28,344,837
Purchases (11,083,702) (25,013,306)
Investment securities held to maturity:
Proceeds from maturities and repayments 1,469,247 744,113
Purchases (4,761,429) (4,564,883)
Net increase in loans (15,804,901) (708,952)
Purchase of premises and equipment (560,803) (939,400)
------------ ------------
Net cash used in investing activities (4,567,776) (2,137,591)
------------ ------------
FINANCING ACTIVITIES
Net increase in demand,
money market and savings deposits 10,130,771 10,978,317
Net (decrease) increase in time deposits (8,335,211) 1,710,699
Repayment of Federal Home Loan Bank advances (579,472) (682,528)
Net decrease in short term borrowings (445,000) (275,835)
Purchase of Treasury stock (839,911) (697,280)
Dividends paid (584,627) (558,062)
------------ ------------
Net cash provided by (used in) financing activities (653,450) 10,475,311
------------ ------------
Net increase (decrease) in cash and cash equivalents (3,493,323) 11,102,328
Cash and cash equivalents at beginning of period 30,268,070 20,512,736
------------ ------------
Cash and cash equivalents at end of period $ 26,774,747 $ 31,615,064
============ ============
Supplemental Disclosures of Cash Flows Information
Cash paid during the period for:
Interest on deposits and borrowings $ 4,753,660 $ 7,333,099
============ ============
Income taxes $ 660,358 $ 518,294
============ ============
See accompanying notes to the unaudited consolidated financial statements.
-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 unaudited 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, 2001 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.
NOTE 3 - COMPREHENSIVE INCOME
The Company is required to present comprehensive income and its components in a
full set of general purpose financial statements. Comprehensive income is
comprised of the following:
Nine Months Nine Months
Ended Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 2,423,560 $ 2,170,113
Other comprehensive income:
Net unrealized gain on securities 93,763 959,380
Tax effect (31,879) (326,189)
----------- -----------
Total comprehensive income $ 2,485,444 $ 2,803,304
=========== ===========
Three Months Three Months
Ended Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 865,456 $ 710,749
Other comprehensive income:
Net unrealized gain on securities 90,582 477,039
Tax effect (30,797) (162,193)
----------- -----------
Total comprehensive income $ 925,241 $ 1,025,595
=========== ===========
-8-
NOTE 4 - NEW ACCOUNTING STANDARDS
In July, 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (FAS) No. 141, Business Combinations,
effective for all business combinations initiated after June 30, 2001, as well
as all business combinations accounted for by the purchase method that are
completed after June 30, 2001. The new statement requires that the purchase
method of accounting be used for all business combinations and prohibits the use
of the pooling-of-interests method. FAS No. 141 also specifies criteria which
must be met for intangible assets acquired in a purchase method business
combination to be recognized and reported apart from goodwill. The adoption of
FAS No. 141 did not have a material effect on the Company's financial position
or results of operations.
On January 1, 2002, the Company adopted FAS No. 142, Goodwill and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
This statement changes the accounting for goodwill from an amortization method
to an impairment-only approach. Thus, amortization of goodwill, including
goodwill recorded in past business combinations, will cease upon adoption of
this statement. However, this new statement did not amend FAS No. 72, Accounting
for Certain Acquisitions of Banking or Thrift Institutions, which requires
recognition and amortization of unidentified intangible assets relating to the
acquisition of financial institutions or branches thereof. The FASB has
undertaken a limited scope project to reconsider the provisions of FAS No. 72 in
2002 and has issued an exposure draft of a proposed statement, Acquisitions of
Certain Financial Institutions, that would remove acquisitions of financial
institutions from the scope of FAS No. 72. The adoption of this proposed
statement would require all goodwill originating from acquisitions that meet the
definition of a business combination as defined in Emerging Issues Task Force
Issue ("EITF") No. 98-3 to be discontinued. The adoption of FAS No. 142 did have
a material effect on the Company's financial position or results of operations.
Application of the non-amortization provisions of FAS No. 142 resulted in an
increase in net income of $83,000 or $.12 per share during the nine months ended
September 30, 2002. This statement among other things, eliminates the regularly
scheduled amortization of goodwill and replaces this method with a two-step
process for testing the impairment of goodwill on at least annual basis. This
approach could cause more volatility in the Company's reported net income
because of impairment losses, if any, could occur irregularly and in varying
amounts. The Company adopted this statement on January 1, 2002 the beginning of
its fiscal year, and immediately upon adoption stopped amortizing goodwill of
$1.3 million.
In August 2001, the FASB issued FAS No. 143, Accounting for Asset Retirement
Obligations, which requires that the fair value of a liability be recognized
when incurred for the retirement of a long-lived asset and the value of the
asset be increased by that amount. The statement also requires that the
liability be maintained at its present value in subsequent periods and outlines
certain disclosures for such obligations. The new statement takes effect for
fiscal years beginning after June 15, 2002. The adoption of this statement,
which is effective January 1, 2003, is not expected to have a material effect on
the Company's financial statements.
-9-
On January 1, 2002, the Company adopted FAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. FAS 144 supercedes FAS 121 and
applies to all long-lived assets (including discontinued operations) and
consequently amends APB Opinion No. 30, Reporting Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business. FAS 144
requires that long-lived assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. The adoption of FAS
No. 144 did not have a material effect on the Company's financial statements.
In April 2002, the FASB issued FAS No. 145, "Recission of FASB Statement No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". FAS
No. 145 rescinds FAS No. 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, the criteria
in Opinion 30 will now be used to classify those gains and losses. This
statement also amends FASB FAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. This
statement also makes technical corrections to existing pronouncements, which are
not substantive but in some cases may change accounting practice. FAS No. 145 is
effective for transactions occurring after May 15, 2002. The adoption of FAS No.
145 did not have a material effect on the Company's financial position or
results of operations.
In July 2002, the FASB issued FAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This statement replaces
EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred
in a Restructuring). The new statement will be effective for exit or disposal
activities initiated after December 31, 2002, the adoption of which is not
expected to have a material effect on the Company's financial statements.
On October 1, 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 147, Acquisitions of Certain Financial Institutions, which
provides guidance on the accounting for the acquisition of a financial
institution, except those between two or more mutual enterprises.
The excess of the fair value of liabilities assumed over the fair value of
tangible and identifiable intangible assets acquired in a business combination
represents goodwill that should be accounted for under FASB Statement No. 142,
Goodwill and Other Intangible Assets. Thus, the specialized accounting guidance
in paragraph 5 of FASB Statement No. 72, Accounting for Certain Acquisitions of
Banking or Thrift Institutions, will not apply after September 30, 2002. In
accordance with Statement 147, if previously acquired branches that meet the
definition of a business combination as defined in Emerging Issues Task Force
Issue No. 98-3, the amount of the unidentifiable intangible asset will be
reclassified to goodwill upon adoption of that Statement.
Financial institutions meeting conditions outlined in Statement 147 will be
required to restate previously issued financial statements. The objective of
that restatement requirement is to present the balance sheet and income
statement as if the amount accounted for under Statement 72 as an unidentifiable
intangible asset had been reclassified to goodwill as of the date Statement 142
was initially applied. (For example, a financial institution that adopted
Statement 142 on January 1, 2002, would retroactively reclassify the
unidentifiable intangible asset to goodwill as of that date and restate
previously issued income statements to remove the amortization expense
recognized in 2002). Those transition provisions are effective on October 1,
2002; however, early application is permitted. The adoption of FASB Statement
No. 147 is not expected to have a material effect on the Company's financial
statements.
-10-
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 September 30, 2002 were approximately $282,966,000 compared to
$281,258,000 at December 31, 2001, an increase of $1,708,000 or .6%.
Cash and cash equivalents decreased by $3,493,000 or 11.5% from December 31,
2001 to September 30, 2002, with federal funds sold decreasing $2,500,000. This
decrease was used to fund the Bank's loan demand at September 30, 2002.
Total investments decreased by $11,774,000 or 12.9% from December 31, 2001 to
September 30, 2002. There was a net decrease of $14,985,000 in available for
sale U.S. Government Agency securities due to calls and maturing securities
while securities held to maturity increased by $3,211,000. The Bank continued to
have increased purchases of investment securities during the first nine months
of 2002 due to the callable options on some of the available for sale
securities.
Net loans increased by $15,655,000 or 10.5% from December 31, 2001 to September
30, 2002. Real estate loan balances have increased due to residential 1- 4
family refinancings and new commercial building loans as a result of the decline
in interest rates and the local market conditions.
Total deposits at September 30, 2002 were $239,767,000 compared to $237,971,000
at December 31, 2001, an increase of $1,796,000 or .8%. Time deposits decreased
$8,335,000, demand accounts increased $1,661,000, savings accounts increased
$4,684,000 and money markets increased $3,785,000. Management attributes these
changes to normal transfers of funds within the deposit accounts and the general
decline in interest rates.
Federal Home Loan Bank advances and short-term borrowings decreased $580,000 and
$445,000 respectively at September 30, 2002 from December 31, 2001.
-11-
Shareholders' Equity increased by $1,061,000 or 3.2%, which was mainly due to
earnings of $2,424,000 for the first nine months of 2002 accentuated by a
$62,000 increase in the unrealized gain on securities included in other
comprehensive income, and offset by the purchase of Treasury stock for $840,000
and dividends paid totaling $585,000. Management monitors risk-based capital and
leveraged capital ratios in order to assess compliance of the regulatory
guidelines. At September 30, 2002, the total capital ratio was 18.82%, the Tier
I capital ratio was 17.58%, and the leverage ratio was 11.45%, compared to
regulatory capital requirements of 8.00%, 4.00% and 4.00% respectively. These
ratios are well in excess of regulatory capital requirements.
-12-
RESULTS OF OPERATIONS
Comparison of the Nine Months Ended September 30, 2002 and 2001
Net income for the nine-month period ended September 30, 2002, was $2,424,000,
an increase of $254,000 or 11.7% from the $2,170,000 reported at September 30,
2001.
Total interest income of approximately $12,106,000 for the nine-month period
ended September 30, 2002, compares to $14,508,000 for the same period in 2001, a
decrease of $2,402,000 or 16.6%. The majority of the overall decrease in total
interest income is attributed to a decrease in interest and fees on loans of
$2,053,000 or 85.5% of the overall decrease. The decrease in interest and fees
on loans is due to a decrease in the yield on loans. Average loan balances were
$159,758,000 for the first nine months of 2002 compared to $153,890,000 for the
first nine months of 2001 and the yield on loans decreased to 7.2% for the first
nine months of 2002 compared to 9.3% for the first nine months of 2001.
Investment income increased $51,000 or 1.6% for the nine-month period ended
September 30, 2002 compared to the same period for 2001. The increase in
investment income is due to an increase in volume. Average investment balances
were $89,253,000 compared to $77,422,000 and the yields were 4.9% compared to
5.6% for the first nine months of 2002 and 2001 respectively. See "Average
Balance Sheet" for the nine-month periods ended September 30, 2001 and September
30, 2000.
Total interest expense of $4,631,000 for the nine-month period ending September
30, 2002, represents a decrease of $2,612,000 from the $7,243,000 reported for
the same nine-month period in 2001. The decrease in interest expense on deposits
of $2,505,000 is due mainly to the decreases in the rates of deposit accounts.
Average interest bearing deposits were $204,027,000 for the first nine months of
2002 compared to $194,483,000 for the first nine months of 2002. The cost of
interest bearing deposits was 2.86%, compared to 4.72% for the nine-month
periods of 2002 and 2001 respectively. See "Average Balance Sheet" for the
nine-month periods ended September 30, 2002 and 2001.
Net interest income of $7,476,000 for the nine months ended September 30, 2002,
compares to $7,266,000 for the same nine-month period in 2001, an increase of
$210,000 or 2.9%.
Total other income for the nine month period ended September 30, 2002, of
$689,000 compares to $595,000 for the same nine month period in 2001, an
increase of $94,000 or 15.8%. The increase of $49,000 in service charges on
deposit accounts was attributable to normal activity within the deposit accounts
due to an increase in non-time deposit accounts. Gains on sale of loans
increased $47,000 due to increased activity caused by declining fixed loan
rates.
-13-
Total other expense of $4,908,000 for the nine months ended September 30, 2002,
compares to $4,755,000 for the same nine-month period in 2001. This represents
an increase of $153,000 or 3.2%. Salary and employee benefits increased
approximately $155,000 due to additional staff being hired as a result of
opening the branch in Howard, Ohio in July 2001 and normal increase in salaries
and employee benefits. The increases in the remaining expense accounts were
attributable to the opening of the branch in Howard, Ohio and increases in items
that are normal and recurring in nature. Of the $57,000 decrease in other
expenses, an $83,000 decrease was due to the adoption of the Financial
Accounting Standards Board's (FASB) Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets. Management periodically evaluates
goodwill for impairment. At this time, no impairment has been recognized.
-14-
RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2002 and 2001
Net income for the three-month period ended September 30, 2002, was $865,000, an
increase of $154,000 or 21.7% from the $711,000 reported at September 30, 2001.
Total interest income of approximately $3,935,000 for the three-month period
ended September 30, 2002, compares to $4,637,000 for the same period in 2001, a
decrease of $702,000 or 15.1%. The majority of the overall decrease in total
interest income is attributed to a decrease in interest and fees on loans of
$504,000 or 71.8% of the overall decrease. The decrease in interest and fees on
loans is due to a decrease in the yield on loan portfolio. Average loan balances
were $165,479,000 compared to $153,760,000 and the yield was 6.9% compared to
8.8% for this three-month period of 2002 and 2001 respectively. The decrease in
interest on investment securities of $100,000 was due to decrease in the yield
on the portfolio. The average balances outstanding of $82,657,000 for 2002
compared to $80,026,000 for 2001 and the yield was 4.8% compared to 5.5% for
this three-month period of 2002 and 2001 respectively. See Average Balance Sheet
for the three-month periods ended September 30, 2002 and 2001.
Total interest expense of $1,434,000 for the three-month period ending September
30, 2002, represents a decrease of $844,000 from the $2,278,000 reported for the
same three-month period in 2001. The decrease in interest expense on deposits of
$815,000 is due mainly to a decrease in yield. Average interest bearing deposits
were $204,864,000 for this three-month period of 2002 compared to $197,970,000
for the same three months of 2001. The cost of interest bearing deposits was
2.6% compared to 4.3% for this three-month period of 2002 and 2001 respectively.
See Average Balance Sheet for the three-month periods ended September 30, 2002
and 2001.
Net interest income of $2,500,000 for the three months ended September 30, 2002,
compares to $2,359,000 for the same three-month period in 2001, an increase of
$141,000 or 6.0%.
Total other income for the three month period ended September 30, 2002, of
$247,000 compares to $206,000 for the same three month period in 2001, an
increase of $41,000 or 19.9%. The service fee income on deposits increased
$25,000 due to an increase in the accounts being serviced. Gains on sale of
loans increased $14,000 due to the Bank's increased activity caused by declining
fixed loan rates.
Total other expense of $1,594,000 for the three months ended September 30, 2002,
compares to $1,558,000 for the same three-month period in 2001. This represents
an increase of $36,000 or 2.3%. Salary and employee benefits increased $48,000
due to normal recurring employee cost increases for salary and employee
benefits. Of the $29,000 decrease in other expenses, a $28,000 decrease was due
to the adoption of FASB's Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. Management periodically evaluates goodwill
for impairment. At this time, no impairment has been recognized.
-15-
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
$26,775,000 at September 30, 2002. These assets provide the primary source of
liquidity for the Company. In addition, management has designated a substantial
portion of the investment portfolio, $36,435,000 as available for sale and has
an available unused line of credit of $17,081,000 with the Federal Home Loan
Bank of Cincinnati to provide additional sources of liquidity at September 30,
2002. As of September 30, 2002, the Company had commitments to fund loans of
approximately $5,124,000 and unused lines of credit totaling $17,208,000.
Cash was provided during the nine month period ended September 30, 2002, mainly
from operating activities of $1.7 million, a net increase in deposits of $1.8
million, and the maturities and repayments of investment securities of $27.6
million. Cash was used during the nine month period ended September 30, 2002,
mainly to fund a net increase in loans of $15.8 million, and for the purchase of
investment securities of $15.8 million. In addition $1.0 million was also used
to reduce Federal Home Loan Bank advances and short-term borrowings during the
first nine months of 2002, $.6 was used to purchase premises and equipment, $.8
million was used to purchase Treasury Stock and $.6 million was used to pay
dividends to shareholders. Cash and cash equivalents totaled $26.8 million at
September 30, 2002, a decrease of $3.5 million from $30.3 million at December
31, 2001.
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.
-16-
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 September 30, 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 in which the terms have been
renegotiated to provide a reduction or deferral of principal or interest as a
result of the deterioration of the borrower.
September 30, December 31,
2002 2001
------------ -----------
(dollars in thousands)
Loans on nonaccrual basis $ 352 $ 221
Loans past due 90 days or more 195 125
Renegotiated loans - -
------ ------
Total nonperforming loans 547 346
Other real estate - -
Repossessed assets - -
------ ------
Total nonperforming assets $ 547 $ 346
====== ======
Nonperforming loans as a percent of total loans 0.32% 0.23%
Nonperforming loans as a percent of total assets 0.19% 0.12%
Nonperforming assets as a percent of total assets 0.19% 0.12%
Management monitors impaired loans on a continual basis. As of September 30,
2002, impaired loans had no material effect on the company's financial position
or results from operations.
The allowance for loan losses at September 30, 2002, totaled approximately
$2,330,000 or 1.38% of total loans as compared to approximately $2,261,000 or
1.5% at December 31, 2001. Provisions for loan losses were $150,000 for the nine
months ended September 30, 2002 and $262,500 for the nine months ended September
30, 2001.
The level of funding for the provision is a reflection of the overall loan
portfolio. Nonperforming loans consist of approximately $410,000 in one to four
family residential mortgages, $29,000 in commercial loans and $108,000 in
consumer loans. The collateral requirements on such loans reduce the risk of
potential losses to an acceptable level in management's opinion.
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 the 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.
-17-
Average Balance Sheet for the Nine-Month Period Ended September 30
The following table sets forth certain information relating to the Company's
average balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated and the average yields earned and rates
paid. Such yields and costs are derived by dividing income or expense by the
average balance of assets or liabilities, respectively, for the periods
presented. Average balances are derived from month-end balances. Management does
not believe that the use of month-end balances instead of daily average balances
has caused any material differences in the information presented.
Period Ended
---------------------------------------------------------------------------
2002 2001
------------------------------------- -----------------------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------------ ---------- ------ ------------ ----------- ------
Assets
- ------
Interest Earnings Assets:
Loans (1)(2)(3) $159,758,278 $8,627,120 7.20% $153,889,826 $10,679,608 9.25%
Securities-taxable (4) 48,905,109 1,921,258 5.24% 41,436,030 1,954,175 6.29%
Securities-nontaxable 40,348,214 1,381,289 4.56% 35,986,272 1,297,263 4.81%
Federal funds sold 14,471,815 176,816 1.63% 17,775,208 577,318 4.33%
------------ ---------- ------------ -----------
Total interest earnings assets 263,483,416 12,106,483 6.13% 249,087,336 14,508,364 7.76%
------------ ---------- ------------ -----------
Noninterest earning assets:
Cash and due from other institutions 8,625,024 8,052,432
Premises and equipment, net 5,187,643 4,884,173
Accrued interest 1,313,734 1,450,781
Other assets 3,732,577 3,762,222
Less allowance for loan losses (2,276,026) (2,264,189)
------------ ------------
Total noninterest earnings assets 16,582,952 15,885,419
------------ ------------
Total Assets $280,066,368 $264,972,755
============ ============
Liabilities and Shareholders' Equity
- ------------------------------------
Interest bearing liabilities:
Interest bearing demand $ 31,540,521 $ 249,953 1.06% $ 28,181,363 451,299 2.14%
Money market accounts 17,270,871 260,338 2.01% 12,550,885 347,993 3.70%
Savings deposits 35,775,536 456,784 1.70% 29,920,726 617,707 2.75%
Time deposits 119,440,350 3,413,089 3.81% 123,829,696 5,468,451 5.89%
Short term borrowings 3,762,999 3,643 .13% 3,801,721 62,609 2.20%
Federal Home Loan Advances 4,880,546 247,254 6.75% 5,794,569 294,490 6.78%
------------ ---------- ------------ -----------
Total interest bearing liabilities 212,670,823 4,631,061 2.90% 204,078,960 7,242,549 4.73%
------------ ---------- ------------ -----------
Noninterest bearing liabilities:
Demand deposits 32,909,286 27,739,889
Accrued expenses and other liabilities 2,398,386 1,214,643
------------ ------------
Total noninterest bearing liabilities 35,307,672 28,954,532
------------ ------------
Shareholders' equity 32,087,873 31,939,263
------------ ------------
Total Liabilities and Shareholders' Equity $280,066,368 $264,972,755
============ ============
Net interest income $7,475,422 $ 7,265,815
========== ===========
Interest rate spread (5) 3.23% 3.03%
===== =====
Net yield on interest earning assets (6) 3.78% 3.89%
===== =====
(1) For purposes of these computations, the average loan amounts outstanding are
net of deferred loan fees.
(2) Included in loan interest income are loan related fees of $277,510 and
$237,318 in 2002 and 2001, 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) Interest rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities.
(6) Net yield on interest earning assets represents net interest income as a
percentage of average interest earning assets.
-18-
Average Balance Sheet for the Three-Month Period Ended September 30
The following table sets forth certain information relating to the Company's
average balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated and the average yields earned and rates
paid. Such yields and costs are derived by dividing income or expense by the
average balance of assets or liabilities, respectively, for the periods
presented. Average balances are derived from month-end balances. Management does
not believe that the use of month-end balances instead of daily average balances
has caused any material differences in the information presented.
Period Ended
-----------------------------------------------------------------------------
2002 2001
------------------------------------- ------------------------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------------- ----------- ------- ------------- ----------- -------
Assets
- ------
Interest Earnings Assets:
Loans (1)(2)(3) $ 165,479,263 $ 2,867,685 6.93% $ 153,760,381 $ 3,372,228 8.77%
Securities-taxable (4) 41,030,751 526,084 5.13% 42,595,546 654,262 6.14%
Securities-nontaxable 41,626,434 475,421 4.57% 37,430,536 447,405 4.78%
Federal funds sold 16,555,867 65,498 1.58% 19,523,907 163,474 3.35%
------------- ----------- ------------- -----------
Total interest earnings assets 264,692,315 3,934,688 5.95% 253,310,370 4,637,369 7.32%
------------- ----------- ------------- -----------
Noninterest earning assets:
Cash and due from other institutions 8,806,054 8,667,606
Premises and equipment, net 5,364,312 5,143,315
Accrued interest 1,140,927 1,316,742
Other assets 3,763,346 3,784,188
Less allowance for loan losses (2,273,951) (2,335,879)
------------- -------------
Total noninterest earnings assets 16,800,688 16,575,972
------------- -------------
Total Assets $ 281,493,003 $ 269,886,342
============= =============
Liabilities and Shareholders' Equity
- ------------------------------------
Interest bearing liabilities:
Interest bearing demand 31,886,272 85,157 1.07% 28,668,853 142,561 1.99%
Money market accounts 18,879,674 95,600 2.03% 15,702,508 148,960 3.79%
Savings deposits 37,464,466 161,443 1.72% 30,973,921 199,533 2.58%
Time deposits 116,633,510 1,012,329 3.47% 122,624,234 1,678,473 5.48%
Short term borrowings 3,568,812 1,167 .13% 4,003,891 14,663 1.46%
Federal Home Loan Advances 4,682,975 78,648 6.72% 5,559,221 93,721 6.74%
------------- ----------- ------------- ----------
Total interest bearing liabilities 213,115,709 1,434,344 2.69% 207,532,628 2,277,911 4.39%
------------- ----------- ------------- ----------
Noninterest bearing liabilities:
Demand deposits 33,588,080 28,963,726
Accrued expenses and other liabilities 3,224,079 1,341,400
------------- -------------
Total noninterest bearing liabilities 36,812,159 30,305,126
------------- -------------
Shareholders' equity 31,565,135 32,048,588
------------- -------------
Total Liabilities and Shareholders' Equity $ 281,493,003 $ 269,886,342
============= =============
Net interest income $ 2,500,344 $ 2,359,458
=========== ===========
Interest rate spread (5) 3.26% 2.93%
===== =====
Net yield on interest earning assets (6) 3.78% 3.73%
===== =====
(1) For purposes of these computations, the average loan amounts outstanding are
net of deferred loan fees.
(2) Included in loan interest income are loan related fees of $91,557 and
$93,920 in 2002 and 2001, 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) Interest rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities.
(6) Net yield on interest earning assets represents net interest income as a
percentage of average interest earning assets.
-19-
Rate/Volume Analysis
The table below sets forth certain information regarding changes in interest
income and interest expense of the Company for the periods indicated. For each
category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume
(changes in average volume multiplied by old rate) and (ii) changes in rates
(changes in rate multiplied by old average volume). Changes, which are not
solely attributable to rate, or volume are allocated to changes in rate due to
rate sensitivity of interest-earning assets and interest-bearing liabilities
(dollars in thousands).
Nine-Month Period Ended September, Three-Month Period Ended September
--------------------------------- ----------------------------------
2002 Compared to 2001 2002 Compared to 2001
---------------------- ---------------------
Increase (Decrease) Due To Increase (Decrease) Due To
---------------------------------- ---------------------------------
Volume Rate Net Volume Rate Net
------ -------- -------- -------- --------- --------
Interest income
Loans $ 543 $ (2,596) $ (2,053) $ 1,028 $ (1,532) $ (504)
Securities-taxable 470 (503) (33) (96) (32) (128)
Securities-nontaxable 210 (126) 84 200 (172) 28
Federal funds sold (143) (257) (400) (100) 1 (99)
------ --------- -------- -------- --------- -------
Total interest earning
Assets 1,080 (3,482) (2,402) 1,032 (1,735) (703)
------ --------- -------- -------- --------- -------
Interest expense
Interest bearing demand 72 (273) (201) 64 (121) (57)
Money market accounts 174 (262) (88) 121 (174) (53)
Savings deposits 161 (322) (161) 168 (207) (39)
Time deposits (258) (1,797) (2,055) (328) (338) (666)
Short-term borrowing (1) (58) (59) (7) (7) (14)
Federal Home Loan Bank
Advances (62) 14 (48) (59) 44 (15)
------ --------- -------- -------- --------- -------
Total interest bearing
Liabilities 86 (2,698) (2,612) (41) (803) (844)
------ --------- -------- -------- --------- -------
Net change in interest income $ 994 $ (784) $ 210 $ 1,073 $ (932) $ 141
====== ========= ======== ======== ========= =======
-20-
Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Market risk for the Company is comprised primarily from interest rate risk
exposure and liquidity risk. Since virtually all of the interest-earning assets
and paying liabilities are at the Bank, virtually all of the interest rate risk
and liquidity risk lies at the Bank level. The Bank is not subject to any
trading risk. In addition, the Bank does not participate in hedging transactions
such as interest rate swaps and caps. Changes in interest rates will impact both
income and expense recorded and also the market values of long-term
interest-earnings assets. Interest rate risk and liquidity risk managements is
performed at the Bank level. Although the Bank has a diversified loan portfolio,
loans outstanding to individuals and businesses are dependent upon the local
economic conditions in the immediate trade area.
One of the principal functions of the Company's asset/liability management
program is to monitor the level to which the balance sheet is subject to
interest rate risk. The goal of the asset/liability program is to manage the
relationship between interest rate sensitive assets and liabilities, thereby
minimizing the fluctuations in the net interest margin, which achieves
consistent growth of net interest income during periods of changing interest
rates.
Interest rate sensitivity is the result of differences in the amounts and
repricing dates of a bank's rate sensitive assets and rate sensitive
liabilities. These differences, or interest rate repricing "gap" provide an
indication of the extent that the Company's net interest income is affected by
future changes in interest rates. During a period of rising interest rates, a
positive gap, a position of more rate sensitive assets than rate sensitive
liabilities, is desired. During a falling interest rate environment, a negative
gap is desired, that is, a position in which rate sensitive liabilities exceed
rate sensitive assets.
At September 30, 2002, the Company had a cumulative positive gap of $52.1
million or 18.2% at the one-year horizon. The gap analysis indicates that if
interest rates were to rise 200 basis points (2.00%), the Company's net interest
income would improve at the one-year horizon because the Company's rate
sensitive assets would reprice faster than rate sensitive liabilities.
Conversely, if rates were to fall 200 basis points, the Company's net interest
income would decline.
Management also manages interest rate risk with the use of simulation modeling
which measures the sensitivity of future net interest income as a result of
changes in interest rates. The analysis is based on repricing opportunities for
variable rate assets and liabilities and upon contractual maturities of fixed
rate instruments.
The stimulation also calculates net interest income based upon rate increases or
decrease of + or - 200 basis points (or 2.00%) in 100 basis point (or 1.00%)
increments. The analysis reprices the balance sheet and forecasts future cash
flows over a one-year horizon at the net interest rate levels. The cash flows
are then totaled to calculate net interest income. Assumptions are made for loan
and investment pre-payment speeds and are incorporated into the simulation as
well. Loan and investment pre-payment speeds will increase as interest rates
decrease and slow as interest rates rise. The current analysis indicates that,
given a 200 basis point overnight decrease in interest rates, the Company would
experience a potential $387,000 or 12.4% decline in net interest income. If
rates were to increase 200 basis points, the analysis indicates that the
Company's net interest income would increase $391,000 or 12.5%. It is important
to note, however, that this exercise would be a worst-case scenario. It would be
more likely to have incremental changes in interest rates, rather than a single
significant increase or decrease.
-21-
When management believes interest rate movements will occur, it can restructure
the balance sheet and thereby the ratio of rate sensitive assets to rate
sensitive liabilities which in turn will effect the net interest income. It is
important to note; however, that in gap analysis and simulation modeling not all
assets and liabilities with similar maturities and repricing opportunities will
reprice at the same time or to the same degree and therefore, could effect
forecasted results.
Much of the Bank's deposits have the ability to reprice immediately, however,
deposit rates are not tied to an external index. As a result, although changing
market interest rates impact repricing, the Bank retains much of the control
over repricing by determinging itself the extent and timing of repricing deposit
products. In addition, the Bank maintains a significant portion of its
investment portfolio as available for sale securities and also has a significant
variable rate loan portfolio, which is used to offset rate sensitive
liabilities.
Changes in market interest rates can also affect the Bank's liquidity position
through the impact rate change may have on the market value of the available for
sale portion of the investment portfolio. Increase in market rates can adversely
impact the market values and therefore, make it more difficult for the Bank to
sell available for sale securities needed for general liquidity purposes without
incurring a loss on the sale. This issue is addressed by the Bank with the use
of borrowings from the Federal Home Loan Bank ("FHLB") and the selling of fixed
rate mortgages as a source of liquidity to the Bank.
The Company's liquidity plan allows for the use of long-term advances or
short-term lines of credit with the FHLB as a source of funds. Borrowing from
FHLB not only provides a source of liquidity for the Company, but also serves as
a tool to reduce interest risk as well. The Company may structure borrowings
from FHLB to match those of customers credit requests, and therefore, lock in
interest rate spreads over the lives of the loans.
In addition to borrowing from the FHLB as a source for liquidity, the Company
also participates in the secondary mortgage market. Specifically, the Company
sells fixed rate, residential real estate mortgages to the Federal Home Loan
Mortgage Corporation ("Freddie Mac"). The sales to Freddie Mac not only provide
an opportunity for the Bank to remain competitive in the market place, by
allowing it to offer a fixed rate mortgage product, but also provide an
additional source of liquidity and an additional tool for management to limit
interest rate risk exposure. The Bank continues to service all loans sold to
Freddie Mac.
-22-
Item 4 - CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Quarterly Report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer and Vice President and Chief Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the President
and Chief Executive Officer and Vice President and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
Disclosure controls and procedures are the control and other procedures of the
Company that are designed to ensure that the information required to be
disclosed by the Company in its reports or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchanges Commission's rules and forms.
-23-
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*
99.1 Independent Accountant's Report
99.2 Certification pursuant to 18 U.S.C. Section 1350, as enacted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.3 Certification pursuant to 18 U.S.C. Section 1350, as enacted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
-24-
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: 11/13/02 By: /s/ Luther E. Proper
______________________________
Luther E. Proper
President and
Chief Executive Officer
Date: 11/13/02 By: /s/ Diane Knowles
______________________________
Diane Knowles
Chief Financial Officer
-25-
SECTION 302 CERTIFICATION
I, Luther Proper, Chief Executive Officer, of Killbuck Bancshares, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Killbuck
Bancshares, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13A-14 and 15d-14) for the registrant
and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect he
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
-26-
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Luther E. Proper
Date: 11/13/02 ______________________________________
Signature/Title
-27-
SECTION 302 CERTIFICATION
I, Diane Knowles, Chief Financial Officer, of Killbuck Bancshares, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Killbuck Bancshares,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13A-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect he registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
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6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Diane S. Knowles
Date: 11/13/02 ____________________________________
Signature/Title
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