SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarter Ended March 31, 1997
No. 0-15786
(Commission File Number)
COMMUNITY BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 23-2251762
(State of Incorporation) (IRS Employer ID Number)
150 Market Street, Millersburg, PA 17061
(Address of Principal Executive Offices) (Zip Code)
(717) 692-4781
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 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
Number of Shares Outstanding as of March 31, 1997.
CAPITAL STOCK-COMMON 3,029,090
(Title of Class) (Outstanding Shares)
COMMUNITY BANKS, INC. and SUBSIDIARIES
Index 10-Q
Part I
Financial Information.............................................1
Consolidated Balance Sheets.......................................2
Consolidated Statements of Income.................................3
Consolidated Statements of Cash Flows.............................4
Notes to Consolidated Financial Statements........................5-8
Management's Discussion and Analysis of Financial
Condition and Results of Operation.............................9-11
Part II
Other information and Signatures..................................12
PART I - FINANCIAL INFORMATION
COMMUNITY BANKS, INC. and SUBSIDIARIES
The following financial information sets forth the operations of
Community Banks, Inc. and Subsidiaries for the three month periods
ending March 31, 1997 and 1996.
In the opinion of management, the following Consolidated Balance
Sheets and related Consolidated Statements of Income and Cash Flows
reflect all adjustments (consisting of normal recurring accrual
adjustments) necessary to present fairly the financial position and
results of operations for such periods.
-1-
Community Banks, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands except per share data)
March 31, December 31,
1997 1996
ASSETS
Cash and due from banks................... $ 15,795 $ 16,547
Interest-bearing time deposits in other
banks.................................. 670 1,397
Investment securities, available for sale
(market value)......................... 144,637 145,446
Loans..................................... 261,369 261,976
Less: Unearned income.................... (11,747) (11,965)
Allowance for loan losses.......... (2,930) (2,798)
Net loans.......................... 246,692 247,213
Premises and equipment, net............... 8,134 7,848
Goodwill.................................. 1,087 1,147
Other real estate owned................... 467 351
Loans held for sale....................... 3,188 4,622
Accrued interest receivable and other
assets................................. 7,711 7,947
Total assets........................... $428,381 $432,518
======== ========
LIABILITIES
Deposits:
Demand................................. $ 25,886 $ 27,345
Savings................................ 155,446 150,369
Time................................... 152,880 152,615
Time in denominations of $100,000 or
more.................................. 13,664 12,927
Total deposits......................... 347,876 343,256
Short-term borrowings..................... 3,806 13,217
Long-term debt............................ 25,000 25,000
Accrued interest payable and other
liabilities............................ 3,339 3,306
Total liabilities...................... 380,021 384,779
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 500,000
shares authorized; no shares issued
and outstanding........................ --- ---
Common stock-$5.00 par value; 5,000,000
shares authorized; 3,050,013 and
2,888,088 shares issued in 1997 and
1996, respectively..................... 15,250 14,440
Surplus................................... 17,800 13,716
Retained earnings......................... 16,052 19,743
Net unrealized gain (loss) on investment
securities available for sale, net of tax (321) 261
Less: Treasury stock of 20,923 and 19,927
shares, respectively, at cost.......... (421) (421)
Total stockholders' equity............. 48,360 47,739
Total liabilities and stockholders'
equity................................ $428,381 $432,518
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
-2-
Community Banks, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands except per share data)
Three Months Ended
March 31,
1997 1996
Interest income:
Interest and fees on loans................. $ 5,788 $ 5,529
Interest and dividends on investment
securities:
Taxable............................... 1,921 1,359
Exempt from federal income tax........ 384 442
Fed funds interest......................... 15 81
Other interest income...................... 19 12
Total interest income................. 8,127 7,423
Interest expense:
Interest on deposits:
Savings............................... 795 760
Time.................................. 2,018 2,053
Time in denominations of $100,000 or
more................................. 179 155
Interest on short-term borrowings and
long-term debt............................ 242 114
Fed funds purchased and repo interest...... 201 ---
Total interest expense................ 3,435 3,082
Net interest income................... 4,692 4,341
Provision for loan losses.................. 240 202
Net interest income after provision
for loan losses...................... 4,452 4,139
Other income:
Trust department income............... 71 67
Service charges on deposit accounts... 241 220
Other service charges, commissions
and fees............................. 56 45
Investment security gains ............ 296 147
Income on insurance premiums.......... 144 133
Gains on mortgage sales............... 40 ---
Other income.......................... 109 32
Total other income............... 957 644
Other expenses:
Salaries and employee benefits........ 1,541 1,507
Net occupancy expense................. 512 471
Operating expense of insurance
subsidiary.......................... 130 87
Other operating expense............... 951 975
Total other expense.............. 3,134 3,040
Income before income taxes....... 2,275 1,743
Provision for income taxes................. 651 397
Net income....................... $ 1,624 $ 1,346
========== ==========
Average number of fully diluted shares
outstanding............................... 3,078,051 3,042,744
========== =========
Earnings per share:
Primary................................. $ .54 $ .45
Fully diluted........................... $ .53 $ .44
Dividends paid per share................... $ .20 $ .17
Per share data has been adjusted to reflect stock dividends.
The accompanying notes are an integral part of the consolidated financial
statements.
-3-
Community Banks, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
Three Months Ended
March 31,
1997 1996
Operating Activities:
Net income...................................... $ 1,624 $ 1,346
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses.................... 240 202
Provision for depreciation and amortization.. 261 225
Amortization of goodwill..................... 60 60
Investment security gains.................... (296) (147)
Loans originated for sale.................... (89) (304)
Proceeds from sales of loans................. 1,563 ---
Gains on mortgage sales...................... (40) ---
Decrease (increase) in other assets.......... 401 (205)
Increase (decrease) in accrued interest
payable and other liabilities............... 169 (181)
Net cash provided by operating activities.. 3,893 996
Investing Activities:
Net decrease (increase) in interest-bearing time
deposits in other banks........................ 727 (595)
Proceeds from sales of investment
securities..................................... 8,854 408
Proceeds from maturities of investment
securities..................................... 6,087 4,920
Purchases of investment securities.............. (14,719) (8,140)
Net decrease (increase) in total loans.......... 165 (3,129)
Purchases of premises and equipment............. (547) (481)
Net cash used by investing activities...... 567 (7,017)
Financing Activities:
Net increase in total deposits.................. 4,620 11,881
Net increase (decrease) in short-term borrowings (9,411) (209)
Cash dividends.................................. (630) (526)
Proceeds from issuance of common stock.......... 209 41
Purchases of treasury stock..................... --- ---
Net cash provided by financing activities.. (5,212) 11,187
Increase (decrease) in cash and cash
equivalents............................... (752) 5,166
Cash and cash equivalents at beginning of period... 16,547 17,085
Cash and cash equivalents at end of period......... $15,795 $22,251
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
-4-
Community Banks, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands)
1. Accounting Policies
The information contained in this report is unaudited and is
subject to future adjustments. However, in the opinion of management, the
information reflects all adjustments necessary for a fair statement of
results for the three month periods ended March 31,1997 and 1996.
The accounting policies of Community Banks, Inc. and subsidiaries,
as applied in the consolidated interim financial statements presented herein,
are substantially the same as those followed on an annual basis as presented
on page 9 of the 1996 Annual Report to shareholders.
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128"). SFAS 128 established standards for computing and presenting
earnings per share and applies to entities with publicly held common stock or
potential common stock. SFAS 128 simplifies the standards for cumputing
earnings per share previously found in APB Opinion No. 15, "Earnings Per
Share," by replacing the presentation of primary earnings per share with a
presentation of basic earnings per share. It also requires dual presentation
of basic and diluted earnings per share on the face of the income statement
for all entities with complex capital structures.
SFAS 128 is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. Earlier
application is not permitted; however, restatement of all prior-period
earnings per share data is required upon adoption. The impact of adoption of
SFAS 128 on the Corporation's earnings per share data is immaterial.
Community Banks, Inc. currently reports primary earnings per share and
diluted earnings per share on its Consolidated Statements of Income.
-5-
2. Investment Securities
The amortized cost and estimated market values of investment
securities at March 31, 1997 and December 31, 1996, were as follows:
1997
Estimated
Amortized Market
Cost Value
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies............................... $ 34,842 $ 34,637
Mortgage-backed U.S. government
agencies................................ 72,807 71,467
Obligations of states and political
subdivisions............................ 32,320 32,381
Corporate securities..................... 1,014 1,018
Equity securities........................ 4,141 5,134
Total.............................. $145,124 $144,637
======== ========
1996
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies............................... $ 40,267 $ 40,432
Mortgage-backed U.S. government
agencies................................ 69,837 68,528
Obligations of states and political
subdivisions............................ 30,496 30,958
Corporate securities..................... 1,101 1,123
Equity securities........................ 3,349 4,405
Total.............................. $145,050 $145,446
======== ========
-6-
3. Allowance for loan losses
Changes in the allowance for loan losses are as follows:
Three months ended Year Ended
March 31, December 31,
1997 1996
Balance, January 1.................. $2,798 $2,574
Provision for loan losses........... 240 1,042
Loan charge-offs.................... (193) (1,296)
Recoveries.......................... 85 478
Balance, March 31, 1997 and
December 31, 1996 ................. $2,930 $2,798
====== ======
NONPERFORMING LOANS (a) AND OTHER REAL ESTATE
March 31, December 31,
1997 1996
Loans past due 90 days or more
and still accruing interest:
Commercial, financial and
agricultural................... --- $ 20
Mortgages....................... $ 613 547
Personal installment............ 193 189
Other........................... 4 11
810 767
Loans renegotiated with the borrowers NONE NONE
Loans on which accrual of interest
has been discontinued:
Commercial, financial and
agricultural.................... 720 723
Mortgages........................ 1,876 1,904
Other............................ 241 283
2,837 2,910
Other real estate................... 467 351
Total............................ $4,114 $4,028
====== ======
(a) The determination to discontinue the accrual of interest on
nonperforming loans is made on the individual case basis. Such factors as
the character and size of the loan, quality of the collateral and the
historical creditworthiness of the borrower and/or guarantors are considered
by management in assessing the collectibility of such amounts.
Impaired Loans
The Corporation adopted FAS 114 "Accounting by Creditors for Impairment
of a Loan", as amended by FAS 118, on January 1, 1995. Under the standard, a
loan is considered impaired, based on current information and events, if it
is probable that the Corporation will be unable to collect the scheduled
payments of principal or interest when due according to the contractual
terms of the loan agreement. For purposes of applying FAS 114, larger groups
of smaller-balance loans such as residential mortgage and installment loans
are collectively evaluated for impairment. Management has established a
smaller-dollar-value threshold of $250,000 for all loans. Loans exceeding
this threshold are evaluated in accordance with FAS 114. An insignificant
delay or shortfall in the amount of payments, when considered
-7-
independent of other factors, would not cause a loan to be rendered
impaired. Insignificant delays or shortfalls may include, depending on
specific facts and circumstances, those that are associated with temporary
operational downturns or seasonal business delays.
Management performs periodic reviews of its loans to identify impaired
loans. The measurement of impaired loans is based on the present value of
expected future cash flows discounted at the historical effective interest
rate, except that all collateral-dependent loans are measured for impairment
based on the fair value of the collateral.
Loans continue to be classified as impaired unless they are brought
fully current and the collection of scheduled interest and principal is
considered probable. When an impaired loan or portion of an impaired loan is
determined to be uncollectible, the portion deemed uncollectible is charged
against the related valuation allowance and subsequent recoveries, if any,
are credited to the valuation allowance. The company does not accrue
interest on impaired loans. While a loan is considered impaired, cash
payments received are applied to principal or interest depending upon
management's assessment of the ultimate collectibility of principal and
interest.
At March 31, 1997 the Corporation recorded no investment in impaired
loans recognized in accordance with FAS 114 and no related FAS 114 valuation
allowance. For the three month period ended March 31, 1997, the average
balance of impaired loans was negligible. The application of FAS 114 has not
had any effect on the comparability of the non-performing loan table in
footnote 3 between the periods presented. The company recognized no interest
on impaired loans on the cash basis.
4. Statement of Cash Flows
Cash and cash equivalents include cash and due from banks and
federal funds sold. The company made cash payments of $40,000 and $60,000
and $3,352,000 and $3,243,000 for income taxes and interest, respectively,
for each of the three month periods ended March 31, 1997 and 1996.
Excluded from the consolidated statements of cash flows for the
periods ended March 31, 1997 and 1996 was the effect of certain non-cash
activities. The company acquired real estate through foreclosure totalling
$116,000 and $2,000, respectively. The company also recorded a decrease in
deferred tax liabilities of $136,000 and an increase of $165,000 in deferred
tax assets in 1997. A decrease in deferred tax liabilities of $354,000 was
recognized in 1996. These variations related to the effects of changes in
the net unrealized gain (loss) on investment securities available for sale.
-8-
Community Banks, Inc. and Subsidiaries
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Net interest income after provision for loan losses for the first
three months of 1997 was $313,000 or 7.6% greater than net interest
income after provision for loan losses for the first three months of
1996. Total interest income increased $704,000 or 9.5% during the period
while total interest expense increased $353,000 or 11.5%. Average
earning assets were approximately 10.4% greater during the first three
months of 1997 than the first three months of 1996. Average loan
balances increased 6.5% and average investment securities increased
approximately 21.1% in 1997. Average interest-bearing liabilities
increased approximately 13.1%. The average yields realized on earning
assets approximated 8.3% during the first three months of 1997 and 1996.
The average costs of interest-bearing liabilities approximated 4.0% for
the same periods. Net interest margins on a tax equivalent basis
approximated 5.0% and 5.1% for the first three months of 1997 and 1996,
respectively. The provision for loan losses charged to income increased
18.8% in 1997. Total loans past due 90 days and still accruing interest,
non-performing loans, and other real estate approximated $4,114,000 and
$4,028,000, respectively, as of March 31, 1997 and December 31, 1996.
Total other income for the first three months of 1997 was $313,000
or 48.6% more than total other income for the first three months of
1996. Affecting this change were security gains of $296,000 and
$147,000 recognized in 1997 and 1996, respectively. Gains recognized on
mortgage sales totalled $40,000 in 1997 while none were recognized in
1996. Loans held for sale are comprised for the most part of fixed-rate
real estate and education loans extended specifically for resale. Demand
for these products has been lower in 1997 than 1996. Loans held for sale
as of March 31, 1997 totalled $3,188,000. The market value of these
loans approximated book value at that time. Other income in 1997 was
also affected by tax refunds. Total other expenses for the first three
months of 1997 increased $94,000 or 3.1%. Contributing factors were
increases of $34,000 or 2.3% in salaries and employee benefits and
$41,000 in net occupancy expense.
The provision for income taxes increased $254,000 for the first
three months of 1997 in comparison to the first three months of 1996.
Affecting this increase was a decline in tax-free income in 1997. The
effective tax rates approximated 28.6% and 22.8% for the respective
periods.
The previously described factors contributed to a net increase of
$278,000 or 20.7% in net income for the three month period ended March
31, 1997.
-9-
Management's Discussion, Continued
Financial Condition
As of March 31, 1997 cash and due from banks was $752,000 or 4.5%
less than it was at December 31, 1996. Interest-bearing time deposits in
other banks, investment securities, and federal funds sold decreased
$1,536,000 or 1.0% during this same period. The approximate market value
of debt securities was $1,480,000 less than amortized cost at March 31,
1997. The approximate market value of debt securities was $660,000 less
than amortized cost at December 31, 1996. Securities to be held for
indefinite periods of time and not intended to be held to maturity or on
a long-term basis are classified as available for sale and carried at
market value. Securities held for indefinite periods of time include
securities that management intends to use as part of its asset/liability
management strategy and that may be sold in response to changes in
interest rates, resultant prepayment risk and other factors related to
interest rate and resultant prepayment risk changes. At March 31, 1997
and December 31, 1996, management classified investment securities with
amortized costs and market values of $145,124,000 and $144,637,000, and
$145,050,000 and $145,446,000, respectively, as available for sale.
Gross unrealized gains and losses relating to debt securities
approximated $577,000 and $2,057,000, respectively, at March 31, 1997.
Net loans decreased $521,000 or 0.2% from December 31, 1996 to March 31,
1997. Affecting this change were an increase in real estate loans of
$1,161,000 or 0.7% and a decrease of $4,054,000 or 6.6% in consumer
loans. All other loans experienced modest increases during the period.
The allowance for loan losses approximated 1.17% and 1.12% of net loans
at March 31, 1997 and December 31, 1996. Much of the increase in net
premises and equipment of $286,000 related to new banking offices.
Goodwill continues to be amortized at an annualized rate of $240,000. As
previously noted, Community Banks, Inc. sells only fixed-rate real
estate and education loans specifically designated for resale on the
secondary market and at March 31, 1997 and December 31, 1996 these loans
totalled $3,188,000 and $4,622,000, respectively. Affecting the decrease
of $236,000 in accrued interest receivable and other assets was a
decrease in accrued interest. These factors contributed to a decrease of
$4,137,000 or 1.0% in total assets from December 31, 1996 to March 31,
1997.
Total deposits increased $4,620,000 or 1.3% from December 31, 1996
to March 31, 1997. All of the increase can be attributed to increases in
savings deposits. It is management's philosophy to generally maintain
competitive but not overly-aggressive interest rates relative to
interest-bearing liabilities. Management decreased short-term borrowings
in 1997 in an attempt to better balance rate sensitive assets and
liabilities. At March 31, 1997 long-term debt totalling $25,000,000 was
comprised of borrowings from the Federal Home Loan Bank of Pittsburgh of
$15,000,000 and repurchase agreements totalling $10,000,000 at a
weighted average interest rate of 5.86%.
Based on a one year interval, rate sensitive assets to rate
sensitive liabilities approximated 95% as of March 31, 1997.
-10-
Management's Discussion, Continued
As of March 31, 1997 the Corporation had risk-based capital in
excess of the fully implemented regulatory requirements, and tier 1 plus
tier 2 capital approximated 18% of risk-weighted assets. Effective
January 1, 1994, the Corporation adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires the
Corporation to reflect securities available and held for sale at fair
value on the balance sheet. Upon adoption, the Corporation classified
all investment securities as available for sale and recorded the
increase to fair value of $2,246,000, net of applicable income taxes,
as a separate component of equity. The decrease recorded to
stockholders' equity at March 31, 1997 was $321,000, net of applicable
income taxes. Management believes that this action is necessary to
provide for proper administration of the investment portfolio and can be
accommodated by the capitalization of the Corporation.
Liquidity
Liquidity is the ratio of net liquid assets to net liabilities. The
primary functions of asset/liability management are the assurance of
adequate liquidity and maintenance of an appropriate balance between
interest-sensitive earning assets and interest-bearing liabilities.
Liquidity management refers to the ability to meet the cash flow
requirements of depositors and borrowers.
A continuous review of net liquid assets is conducted to assure
appropriate cash flow to meet needs and obligations in a timely manner.
There was an adequate relationship of liquid assets to short-term
liabilities at March 31, 1997.
Forward Outlook
Management is unaware of any regulatory recommendations which, if
implemented, would have a material effect on the liquidity, capital
resources, or operations of CBI. Increased loan demand is anticipated
for the remainder of 1997 and management will continue to carefully
evaluate this demand based on the creditworthiness of the borrower and
the relative strength of the economy in the Corporation's market.
The Corporation is anticipating the maintenance of a favorable net
interest margin throughout the remainder of 1997.
Other Events
On April 22, 1996, the Corporation announced plans to repurchase up
to 130,500 shares or 5% of its outstanding common stock. The repurchases
will be made from time to time in open market transactions. The
repurchased shares will become Treasury shares and will be used for
general corporate purposes, including grants under its Employee Stock
Option Plans. As of March 31, 1997, the Corporation had purchased 15,000
shares pursuant to this repurchase plan.
The Corporation declared a 5 percent stock dividend payable April
8, 1997, to shareholders of record on March 24, 1997.
-11-
COMMUNITY BANKS, INC. and SUBSIDIARIES
PART II - OTHER INFORMATION AND SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - none
(b) Registrant was not required to file any reports
on Form 8-K during the quarter ending March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNITY BANKS, INC.
(Registrant)
Date May 8, 1997 /S/ Thomas L. Miller
Thomas L. Miller
Chairman
(Chief Executive Officer)
Date May 8, 1997 /S/ Terry L. Burrows
Terry L. Burrows
Executive Vice-President
(Chief Financial Officer)
-12-
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
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