COMMUNITY BANK SHARES OF INDIANA INC
10-Q, 2000-11-14
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q

                                   (Mark One)
               (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 2000
                               ------------------

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from__________________to___________________

                           Commission File No. 0-25766

                     Community Bank Shares of Indiana, Inc.
             (Exact name of registrant as specified in its charter)

                               Indiana 35-1938254
                               ------- ----------
                 (State or other jurisdiction of I.R.S. Employer
              incorporation or organization) Identification Number)

                 101 W. Spring Street, New Albany, Indiana 47150
                 ----------------------------------------- -----
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code
                                 1-812-944-2224
                                 --------------

                                 Not applicable
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report
--------------------------------------------------------------------------------


         APPLICABLE  ONLY TO  CORPORATE  ISSUERS;  Indicate the number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable  date:  2,543,907  shares of common  stock  were  outstanding  as of
October 31, 2000.



<PAGE>



                     COMMUNITY BANK SHARES OF INDIANA, INC.


                                      INDEX

Part I   Financial Information                                            Page

         Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets as of September 30, 2000
            and December 31, 1999 (unaudited) ..........................    3

         Consolidated Statements of Income for the three and nine months
            ended September 30, 2000 and 1999 (unaudited) ..............    4

         Consolidated Statements of Cash Flows for the nine months
            ended September 30, 2000 and 1999 (unaudited) ..............    5


         Notes to consolidated financial statements (unaudited) ........   6-8


         Item 2.  Management's Discussion and Analysis of Financial

         Condition and Results of Operations ...........................   9-14


         Item 2.  Quantitative and Qualitative Disclosures
                  About Market Risk.....................................   15



Part II  Other Information..............................................   16





Signatures .............................................................   17



                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                        PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                                September 30,             December 31,
                                                                                     2000                     1999
                                                                                     ----                     ----
ASSETS                                                                                   (In thousands)
<S>                                                                                 <C>                     <C>
Cash and due from banks                                                             $  10,597               $    7,248
Interest bearing deposits with banks                                                      996                    5,767
Securities available for sale, at fair value                                            6,347                    6,428
Securities-held to maturity:
  Mortgage-backed securities                                                           21,759                   26,388
  Other debt securities                                                                70,460                   71,521
Loans receivable, net                                                                 280,229                  246,018
Federal Home Loan Bank stock, at cost                                                   7,586                    7,362
Foreclosed real estate                                                                      -                       13
Premises and equipment                                                                 10,058                    9,754
Accrued interest receivable                                                             3,061                    2,795
Other assets                                                                              870                    1,149
                                                                           --------------------------------------------
    Total Assets                                                                   $  411,963              $   384,443
                                                                           ============================================

LIABILITIES
Deposits                                                                           $  244,113              $   226,473
Borrowed funds                                                                        124,136                  114,432
Accrued interest payable                                                                  488                      305
Accrued expenses and other liabilities                                                  1,765                    1,603
                                                                           --------------------------------------------
    Total Liabilities                                                                 370,502                  342,813
                                                                           --------------------------------------------

STOCKHOLDERS' EQUITY
Preferred stock without par value
  Authorized 5,000,000 shares; none issued                                                  -                        -
Common stock of $.10 par value per share
  Authorized 10,000,000 shares; issued 2,728,298 shares                                   273                      273
Additional paid-in capital                                                             19,487                   19,472
Retained earnings-substantially restricted                                             24,964                   23,859
Unearned ESOP and stock compensation                                                     (244)                    (339)
Accumulated other comprehensive income-net
  unrealized gain on securities available for sale                                       (126)                    (232)
Less treasury  stock,  at cost - 184,391  shares
  (80,391 shares at December 31, 1999)                                                 (2,893)                  (1,403)
                                                                           --------------------------------------------
    Total Stockholders' Equity                                                         41,461                   41,630
                                                                           --------------------------------------------
    Total Liabilities and Stockholders' Equity                                     $  411,963              $   384,443
                                                                           ============================================
See accompanying notes to consolidated financial statements.
</TABLE>


                                      - 3 -
<PAGE>

<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                                                 Three Months Ended            Nine Months Ended
                                                                                    September 30,                September 30,
                                                                                    -------------                -------------
                                                                                   2000        1999             2000        1999
                                                                                   ----        ----             ----        ----
INTEREST INCOME                                                                        (In thousands, except per share data)
<S>                                                                               <C>         <C>             <C>         <C>
  Loans receivable, including fees                                                $6,001      $4,988          $16,984     $13,844
  Securities:
    Mortgage-backed securities                                                       435         556            1,390       1,493
    Other debt securities                                                          1,177       1,173            3,529       3,343
  Federal Home Loan Bank dividends                                                   159          90              453         227
  Interest bearing deposits with banks                                                58          84              199         311
                                                                            -------------------------    -------------------------
       Total interest income                                                       7,830       6,891           22,555      19,218

INTEREST EXPENSE
  Deposits                                                                         2,991       2,270            8,263       6,699
  Advances from Federal Home Loan Bank and other borrowings                        1,817       1,384            5,033       3,472
                                                                            -------------------------    -------------------------
       Total interest expense                                                      4,808       3,654           13,296      10,171

       Net interest income                                                         3,022       3,237            9,259       9,047

  Provision for loan losses                                                          381         183              783         475
                                                                            -------------------------    -------------------------
       Net interest income after provision for
         loan losses                                                               2,641       3,054            8,476       8,572

NON-INTEREST INCOME
  Service charges on deposit accounts                                                199         129              473         360
  Commission income                                                                  232         172              557         433
  Gain on sale of loans                                                               53          36              131         194
  Gain on sale of premises and equipment                                               -           -               86           -
  Other income                                                                        15           3               50          13
                                                                            -------------------------    -------------------------
        Total non-interest income                                                    499         340            1,297       1,000
                                                                            -------------------------    -------------------------
NON-INTEREST EXPENSE
  Compensation and benefits                                                        1,195       1,190            3,602       3,414
  Occupancy and equipment                                                            344         277              954         581
  Deposit insurance premiums                                                          11          26               34          79
  Data processing service                                                            183         157              551         447
  Other operating expenses                                                           398         338            1,208         934
                                                                            -------------------------    -------------------------
       Total non-interest expense                                                  2,131       1,988            6,349       5,455
                                                                            -------------------------    -------------------------
       Income before income taxes                                                  1,009       1,406            3,424       4,117

  Income tax expense                                                                 364         543            1,287       1,584
                                                                            -------------------------    -------------------------
       Net Income                                                                    645         863            2,137       2,533

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Unrealized gain on securities:
  Unrealized holding gains (losses) arising during the period                         55        (150)              106       (140)
     Less:  reclassification adjustment                                                -           -                -           -
                                                                            -------------------------    -------------------------
       Other comprehensive income (loss)                                              55        (150)              106       (140)
                                                                            -------------------------    -------------------------
       Comprehensive Income                                                       $  700      $  713           $2,243      $2,393
                                                                            =========================    =========================
       Net income per common share, basic                                         $ 0.26      $ 0.32           $ 0.83      $ 0.94
                                                                            =========================    =========================
       Net income per common share, diluted                                       $ 0.26      $ 0.32           $ 0.83      $ 0.94
                                                                            =========================    =========================

See accompanying notes to consolidated financial statements.
</TABLE>


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                Nine Months Ended

                                                                                                    September 30,
                                                                                                 2000           1999
                                                                                                 ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES                                                            (In thousands)
<S>                                                                                            <C>            <C>
  Net income                                                                                   $  2,137       $  2,533
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Amortization of premiums and accretion of discounts                                          15            (30)
        Provision for loan losses                                                                   783            475
        Proceeds from sales of mortgage loans                                                    12,485         32,752
        Mortgage loans originated for sale                                                      (12,354)       (27,219)
        Net gain on sale of mortgage loans                                                         (131)          (193)
        Net gain on sale of foreclosed real estate                                                   (3)             -
        Depreciation expense                                                                        491            320
        Gain on sale of premises and equipment                                                      (86)             -
        ESOP and stock compensation plan expense                                                     92            208
        Federal Home Loan Bank stock dividends                                                      (41)           (28)
        (Increase) decrease in accrued interest receivable                                         (266)            60
        Increase in accrued interest payable                                                        183            135
        Net change in other assets/liabilities                                                      408            695
                                                                                         ------------------------------
          Net Cash Provided By Operating Activities                                               3,713          9,708
                                                                                         ------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net (increase) decrease in interest bearing deposits with banks                           4,771         (2,105)
        Proceeds from sales of securities available for sale                                          -          3,724
        Proceeds from maturities of securities held to maturity                                   1,025         12,340
        Purchase of securities held to maturity                                                       -        (39,133)
        Principal collected on securities available for sale                                        255             96
        Principal collected on securities held to maturity                                        4,651          8,862
        Loan originations and principal payments on loans, net                                  (34,994)       (39,499)
        Purchase of Federal Home Loan Bank stock                                                   (183)        (1,272)
        Proceeds from sale of foreclosed real estate                                                 16            200
        Proceeds from sale of premises and equipment                                                 50              -
        Acquisition of premises and equipment                                                      (759)        (1,987)
                                                                                         ------------------------------
          Net Cash Used By  Investing Activities                                                (25,168)       (58,774)
                                                                                         ------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net increase in deposits                                                                 17,640          2,078
        Net increase (decrease) in retail repurchase agreements                                  (2,546)        10,777
        Repayment of advances from Federal Home Loan Bank                                       (46,650)       (21,000)
        Advances from Federal Home Loan Bank                                                     58,900         52,750
        Purchase of treasury stock                                                               (1,472)        (1,201)
        Dividends paid                                                                           (1,068)        (1,062)
                                                                                         ------------------------------
          Net Cash Provided By Financing Activities                                              24,804         42,342
                                                                                         ------------------------------

Net Increase (Decrease) in Cash and Due From Banks                                                3,349         (6,724)

Cash and due from banks at beginning of period                                                    7,248         14,051
                                                                                         ------------------------------
Cash and Due From Banks at End of Period                                                       $ 10,597       $  7,327
                                                                                         ==============================

See accompanying notes to consolidated financial statements.
</TABLE>

                                      - 5 -
<PAGE>
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Presentation of Interim Information

         Community  Bank Shares of Indiana,  Inc.  (the  Company)  was  formally
         established on April 7, 1995.  Community  Bank Shares of Indiana,  Inc.
         (the  Company) is a multi-bank  holding  company  headquartered  in New
         Albany,  Indiana. The Company's  wholly-owned banking subsidiaries (the
         Banks) are Community  Bank of Southern  Indiana  (Community),  Heritage
         Bank of Southern  Indiana  (Heritage),  and Community Bank of Kentucky,
         formerly NCF Bank and Trust Company (Community of Kentucky). Community,
         Heritage,   and  Community  of  Kentucky  are   state-chartered   stock
         commercial banks headquartered in New Albany, Indiana,  Jeffersonville,
         Indiana, and Bardstown, Kentucky, respectively.

         In the opinion of  management,  the  unaudited  consolidated  financial
         statements  include  all normal  adjustments  considered  necessary  to
         present fairly the financial position as of September 30, 2000, and the
         results of operations for the three and nine months ended September 30,
         2000 and 1999 and cash flows for the nine months  ended  September  30,
         2000 and 1999.  All of these  adjustments  are of a  normal,  recurring
         nature. Interim results are not necessarily indicative of results for a
         full year.

         The  consolidated  financial  statements  and  notes are  presented  as
         permitted by Form 10-Q, and do not contain certain information included
         in the Company's annual audited consolidated financial statements.

         The  consolidated  financial  statements  include  the  accounts of the
         Company  and  the  Banks.  All  material   intercompany   balances  and
         transactions have been eliminated in consolidation.
<TABLE>
<CAPTION>
2.       Supplemental Disclosures of Cash Flow Information
                                                                                            Nine Months Ended
                                                                                             September 30,
                                                                                       2000                 1999
                                                                                       ----                 ----
                                                                                            (In thousands)
             <S>                                                                     <C>                  <C>
             Cash payments for:
               Interest                                                              $13,113              $10,036
               Taxes                                                                   1,512                1,529

             Noncash investing activities:
               Proceeds from sales of foreclosed real estate
                      financed through loans                                               -                  200
               Proceeds from sales of premises and equipment
                      financed through loans                                             300                    -
</TABLE>


                                      - 6 -
<PAGE>



              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


3.       Comprehensive Income

         Comprehensive income is defined as the change in equity (net assets) of
         a  business  enterprise  during a period  from  transactions  and other
         events and  circumstances  from  non-owner  sources.  It  includes  all
         changes  in  equity  during  a  period  except  those   resulting  from
         investments by owners and distributions to owners. Comprehensive income
         for the  Company  includes  net income and other  comprehensive  income
         representing   the  net  unrealized  gains  and  losses  on  securities
         available for sale.  The following  tables set forth the  components of
         other comprehensive income and the allocated income tax amounts for the
         three and nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
                                                                Three Months Ended             Nine Months Ended
                                                                  September 30,                  September 30,
                                                                2000          1999             2000         1999
                                                                ----          ----             ----         ----
           (In thousands) Unrealized gains (losses) on securities:
               Unrealized holding gains (losses)
<S>                                                                 <C>        <C>                <C>         <C>
                   arising during the period                        $  91      $ (248)            $ 175       $ (232)
               Income tax expense (benefit)                            36                                        (92)
                                                                                  (98)               69
                                                            ---------------------------    ---------------------------
               Net of tax amount                                       55        (150)              106         (140)
                                                            ---------------------------    ---------------------------
               Less:  reclassification adjustment
                   adjustment for (gains) losses
                   included in net income
                                                                        -            -                -             -
               Income tax expense (benefit)
                                                                        -            -                -             -
                                                            ---------------------------    ---------------------------

                                                                        -            -                -             -
                                                            ---------------------------    ---------------------------

                   Other comprehensive
                     income (loss)                                  $  55      $ (150)            $ 106       $ (140)
                                                            ===========================    ===========================
</TABLE>


                                      - 7 -
<PAGE>
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>
4.       Supplemental Disclosure for Earnings Per Share

                                                           Three months ended                  Nine months ended
In thousands, except for share                               September 30,                       September 30,
                                                     -------------------------------    --------------------------------
   and per share amounts                                 2000             1999               2000             1999
   ---------------------                             --------------  ---------------    ---------------  ---------------

Basic:
      Earnings:
      ---------
<S>                                                   <C>              <C>               <C>              <C>
            Net income                                     $   645          $   863           $  2,137         $  2,532
                                                     ==============  ===============    ===============  ===============
      Shares:
      -------
            Weighted average
            common shares outstanding                    2,524,233        2,661,460          2,564,740        2,684,159
                                                     ==============  ===============    ===============  ===============
Net income per share, basic                               $   0.26         $   0.32           $   0.83         $   0.94
                                                     ==============  ===============    ===============  ===============

Diluted:
      Earnings:
      ---------
            Net income                                     $   645          $   863           $  2,137         $  2,532
                                                     ==============  ===============    ===============  ===============
      Shares:
      -------
      Weighted average
            common shares outstanding                    2,524,233        2,661,460          2,564,740        2,684,159
            Add: Dilutive effect of  outstanding
                 options and restricted share awards         1,124            7,029              1,350            5,693
                                                     --------------  ---------------    ---------------  ---------------
      Weighted average common shares
            shares outstanding, as adjusted              2,525,357        2,668,489          2,566,090        2,689,852
                                                     ==============  ===============    ===============  ===============

Net income per share, diluted                             $   0.26         $   0.32           $   0.83         $   0.94
                                                     ==============  ===============    ===============  ===============

</TABLE>
<PAGE>

                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY

Safe Harbor Statement for Forward Looking Statements

This report may  contain  forward-looking  statements  within the meaning of the
federal  securities  laws.  These  statements are not historical  facts,  rather
statements based on the Company's  current  expectations  regarding its business
strategies   and   their   intended   results   and  its   future   performance.
Forward-looking  statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.

Forward-looking  statements are not guarantees of future  performance.  Numerous
risks and  uncertainties  could  cause or  contribute  to the  Company's  actual
results,  performance  and  achievements  to be materially  different from those
expressed or implied by the forward-looking  statements.  Factors that may cause
or contribute to these differences include, without limitation, general economic
conditions,  including  changes in market interest rates and changes in monetary
and fiscal  policies  of the  federal  government;  legislative  and  regulatory
changes; and other factors disclosed  periodically in the Company's filings with
the Securities and Exchange Commission.

Because of the risks and uncertainties  inherent in forward-looking  statements,
readers are cautioned not to place undue reliance on them,  whether  included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.

Financial Condition

Total assets  increased  7.2% from $384.4 million at December 31, 2000 to $412.0
million at  September  30,  2000,  primarily  as a result of  increases in loans
receivable,  net,  and cash and due from banks,  which was funded  primarily  by
growth in deposits and an increase in advances  from the Federal Home Loan Banks
(FHLB) of Indianapolis and Cincinnati.

Loans  receivable,  net, were $246.0  million at December 31, 1999,  compared to
$280.2  million at  September  30,  2000,  a 13.9%  increase.  This  increase is
primarily the result of increases in commercial  mortgage and business  loans of
$26.2 million, consumer loans of $8.1 million, and residential mortgage loans of
$700,000.

Securities  available for sale  decreased from $6.4 million at December 31, 1999
to $6.3 million at September 30, 2000 as a result of principal repayments.

Mortgage-backed  securities  held-to-maturity  decreased  from $26.4  million at
December  31,  1999 to $21.8  million  at  September  30,  2000,  as a result of
principal repayments.  Other debt securities held-to-maturity decreased to $70.5
million at  September  30,  2000 from $71.5  million at  December  31, 1999 as a
result of security maturities.

Federal Home Loan Bank stock, at cost,  increased by $224,000 as the Company was
required to purchase  stock to support  advances  obtained from the Federal Home
Loan Banks of Indianapolis and Cincinnati.

                                      - 9 -
<PAGE>
                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY

Cash and interest  bearing  deposits with banks  decreased from $13.0 million at
December 31, 1999 to $11.6  million at September  30, 2000 as a result of other,
less liquid  assets  growing more quickly than the  Company's  funding  sources,
resulting in decreased liquidity over the period.

Total  deposits  increased  from $226.5  million at December  31, 1999 to $244.1
million at September 30, 2000. The increase in deposits  resulted from growth in
both 1)  demand  and  savings  deposit  accounts,  which  management  attributes
primarily to its promotional efforts to attract lower cost transaction accounts,
and 2) time deposits,  which management  attributes primarily to more aggressive
pricing  within its market  areas.  In  addition,  about $8.6  million in growth
resulted in the movement of funds from retail repurchase agreements  (classified
as borrowed funds on the balance sheet) to interest-bearing deposit accounts.

Total stockholders' equity decreased to $41.5 million at September 30, 2000 from
$41.6  million at December 31, 1999  primarily as a result of net income of $2.1
million and unrealized  gains on available for sale  securities,  net of tax, of
$106,000, offset by dividends to shareholders of $1.1 million and treasury stock
repurchases of $1.5 million.

Results of Operations

Net Income.  Net income was  $645,000  ($0.26 per share  diluted)  for the three
months ended  September 30, 2000 compared to $863,000  ($0.32 per share diluted)
for the three  months  ended  September  30,  1999.  For the nine  months  ended
September 30, 2000,  net income was $2.1 million as compared to $2.5 million for
the same  period in 1999.  Net  income  decreased  from the three and nine month
periods  ended  September  30,  1999 as  compared  to the same  periods  in 2000
primarily  because  of  increases  in  the  provision  for  loan  losses  and in
non-interest expenses.

Net interest  income for the three month  periods  ended  September 30, 2000 and
1999.  Net  interest  income  decreased  6.6% from $3.2  million in 1999 to $3.0
million  in 2000  primarily  as a result of rising  market  interest  rates.  As
interest  rates  have  risen  since  June,  1999,  the  cost  of  the  Company's
interest-bearing  liabilities  has  increased  faster  than  the  yield  on  its
interest-earning  assets.  This compression of net interest margin has more than
offset the growth in average interest-earning assets from the three months ended
September 30, 1999 to the same period in 2000.

Total interest income increased $939,000 million,  or 13.6%, to $7.8 million for
the three months ended  September 30, 2000 compared to $6.9 million in the prior
year as a result of 1) an increase in interest-earning assets and 2) an increase
in the overall yield on  interest-earning  assets attributable to a general rise
in market interest rates. The average yield on interest-earning assets increased
from 7.66% in 1999 to 7.98% in 2000 due to the rise in market interest rates and
an increase in  higher-yielding  commercial  and consumer  loans as a percent of
total  interest-earning  assets.  Interest on loans receivable,  including fees,
increased  $1.0 million as a result of 1) an increase in the average  balance of
net  loans  receivable,  and 2) an  increase  in the  average  rate on net loans
receivable.  Dividends on FHLB stock  increased by $69,000 due to an increase in
average FHLB stock outstanding.

                                      - 10 -
<PAGE>
                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY

Total interest expense increased $1.1 million, or 31.6%, to $4.8 million for the
three months  ended  September  30, 2000  compared to $3.7 million for the three
months ended September 30, 1999 as a result of 1) increases in average  deposits
and average  borrowings  from the Federal  Home Loan Banks of  Indianapolis  and
Cincinnati,   and  2)  a  general  increase  in  the  cost  of  interest-bearing
liabilities as a consequence of rising interest rates. The average cost of funds
increased  from  4.75% in 1999 to 5.58% in 2000 due to  higher  market  interest
rates  and a  funding  mix more  heavily  weighted  toward  higher-costing  FHLB
advances.

Net interest  income for the nine month  periods  ended  September  30, 2000 and
1999.  Net  interest  income  increased  2.3% from $9.0  million in 1999 to $9.3
million in 2000 primarily as a result of the increase in interest-earning assets
funded by increases in deposits and FHLB advances.

Total interest income increased $3.3 million, or 17.4%, to $22.6 million for the
nine months ended September 30, 2000 compared to $19.2 million in the prior year
as a result of 1) an increase in  interest-earning  assets and 2) an increase in
the overall yield on  interest-earning  assets attributable to a general rise in
market interest rates.  The average yield on  interest-earning  assets increased
from 7.59% in 1999 to 7.90% in 2000 due to the rise in market interest rates and
an increase in  higher-yielding  commercial  and consumer  loans as a percent of
total  interest-earning  assets.  Interest on loans receivable,  including fees,
increased $3.1 million and interest on other debt securities  increased $186,000
as a result of an increase in the yields and average  balances  associated  with
these assets.  Dividends on FHLB stock  increased by $226,000 due to an increase
in average FHLB stock outstanding.

Total interest  expense  increased $3.1 million,  or 30.7%, to $13.3 million for
the nine months ended  September 30, 2000 compared to $10.1 million for the nine
months  ended  September  30, 1999 as a result of the growth in deposits  and an
increase in average  borrowings from the Federal Home Loan Banks of Indianapolis
and Cincinnati.  The average cost of funds increased from 4.76% in 1999 to 5.32%
in 2000 due to higher  market  interest  rates and a  funding  mix more  heavily
weighted in higher-costing FHLB advances and retail repurchase agreements.


                                      - 11 -
<PAGE>
                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY


Provision  for loan losses.  The  provision for loan losses was $381,000 for the
three months ended  September  30, 2000  compared to $183,000 for the same three
month period in 1999, and $783,000 for the nine months ended  September 30, 2000
compared to $475,000 for the same nine month period in 1999.  The  provision for
loan  losses is  charged to  operations  to bring the total  allowance  for loan
losses to a level  considered  by  management  to be  adequate  to  provide  for
estimated losses based on management's  evaluation of the  collectibility of the
loan portfolio,  including the nature of the portfolio,  credit  concentrations,
trends in historical loss  experience,  specified  impaired loans,  and economic
conditions.  The Company made  provisions of $381,000 for the three months ended
September 30, 2000 and $783,000 for the nine months ended  September 30, 2000 to
increase the  allowance  for loan losses to an amount  considered  reasonable by
management  based on an evaluation  as of September 30, 2000.  The allowance was
increased  primarily  due to growth in  commercial  real  estate and  commercial
business loans,  which possess a higher  inherent risk of loss than  one-to-four
family  residential  mortgage loans.  Also, the Banks  classified  $5,729,000 as
substandard  during the quarter ended  September 30, 2000.  Although  management
uses the best information available,  future adjustments to the allowance may be
necessary due to changes in economic, operating, regulatory and other conditions
that may be beyond  the  Company's  control.  While the  Company  maintains  its
allowance for loan losses at a level which it considers  adequate to provide for
estimated  losses,  there can be no assurance that further additions will not be
made to the allowance for loan losses and that actual losses will not exceed the
estimated  amounts.  At September  30, 2000,  non-performing  loans  amounted to
$968,000.  Included in  non-performing  loans are loans over 90 days past due in
the amount of $70,000.  These loans are accruing interest as the estimated value
of the collateral and  collection  efforts are deemed  sufficient to ensure full
recovery.

Non-interest  income.  Non-interest  income  increased 46.8% to $499,000 for the
three months ended  September 30, 2000 compared to $340,000 for the three months
ended  September  30,  1999.  The  increase is  attributable  primarily to 1) an
increase in commission income on the sale of investment  products such as mutual
funds,  stocks,  bonds, and annuities,  and 2) an increase in service charges on
deposit accounts resulting from the increase in deposit accounts.

Non-interest  income  increased  29.7% to $1.3 million for the nine months ended
September 30, 2000 compared to $1.0 million for the nine months ended  September
30, 1999. The increase is attributable primarily to 1) an increase in commission
income on the sale of investment products such as mutual funds,  stocks,  bonds,
and annuities,  2) an increase in service charges on deposit accounts  resulting
from the increase in deposit accounts,  and 3) the gain on sale of the Company's
former corporate headquarters.  These increases were offset by a decrease in the
gain on sale of mortgage  loans as increased  market  interest rates resulted in
decreased mortgage loan originations.


                                     - 12 -
<PAGE>
                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY

Non-interest  expense.  Non-interest expense increased by $143,000 for the three
months  ended  September  30, 2000 as  compared to the same period in 1999.  The
increase results  primarily from increases in occupancy and equipment  expenses,
data processing  service expense,  and other operating  expenses.  Occupancy and
equipment  costs  increased  $67,000 in the third  quarter 2000  compared to the
third  quarter  1999 as a result of  increased  property  tax  expense  accruals
related to the occupation of a new corporate  headquarters  building in mid-June
1999. Data  processing  service  expense  increased  $26,000 due primarily to an
increase in third party data  processing  costs related to  additional  services
offered to customers of the three banking subsidiaries. Other operating expenses
increased $60,000 in the current period primarily related increased  advertising
and consulting fees.

Non-interest  expense  increased by $894,000 for the nine months ended September
30, 2000 as compared to the same period in 1999. The increase results  primarily
from increases in compensation  and benefits  expenses,  occupancy and equipment
expenses,  data  processing  service  expense,  and  other  operating  expenses.
Compensation  and  benefits  expense  increased  $188,000  due to general  staff
increases  designed  to help the Company  deal with its strong  growth in recent
years.  Occupancy and  equipment  costs  increased  $373,000 for the nine months
ended  September  30,  2000  compared  to the same period in 1999 as a result of
increased  expenses  related to the  occupation of a new corporate  headquarters
building in June 1999. Data processing  service expense  increased  $104,000 due
primarily  to 1)  conversion  costs  related to  switching  ATM  processors  and
increased  ATM  transaction  volumes,  and 2) an  increase  in third  party data
processing  costs  related to  additional  services  offered to customers of the
three banking  subsidiaries.  Other operating expenses increased $274,000 in the
current period  primarily  related to a large one-time  charitable  contribution
made to a local non-profit organization and increased advertising and consulting
fees.

Income  tax  expense.  Income  tax  expense  for the three  month  period  ended
September  30, 2000 was  $364,000,  compared to $543,000  for the same period in
1999.  The effective tax rate for the three months ended  September 30, 2000 was
36.1% compared to 38.6% for the same period in 1999.  Income tax expense for the
nine month period ended  September 30, 2000 was $1.3  million,  compared to $1.6
million for the same period in 1999.  The effective tax rate for the nine months
ended  September  30,  2000 was 37.6%  compared  to 38.5% for the same period in
1999.


                                     - 13 -
<PAGE>
                                 PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
              COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARY

Liquidity and Capital Resources

The  Company's  primary  sources  of  funds  are  customer  deposits,   customer
repurchase  agreements,  proceeds from loan repayments,  maturing securities and
FHLB advances.  While loan repayments and maturities are a predictable source of
funds,  deposit flows and mortgage  prepayments are greatly influenced by market
interest rates,  general economic  conditions and competition.  At September 30,
2000,  the Company had cash and  interest-bearing  deposits  with banks of $11.6
million and securities  available-for-sale with a fair value of $6.3 million. If
the Company  requires funds beyond its ability to generate them  internally,  it
has additional borrowing capacity with the FHLB's of Indianapolis and Cincinnati
as well as collateral eligible for repurchase agreements.

The Company's primary  investing  activity is the origination of commercial real
estate and business loans. The Company also invests in residential  mortgage and
consumer  loans,  U.S.  Government  and agency  securities  and  mortgage-backed
securities issued by U.S. Government agencies.

The  Company  must  maintain  an  adequate  level of  liquidity  to  ensure  the
availability of sufficient funds to support loan growth and deposit withdrawals,
to  satisfy   financial   commitments   and  to  take  advantage  of  investment
opportunities.  Historically,  the Company has been able to retain a significant
amount of its deposits as they mature.

The  subsidiary  banks are  required  to  maintain  specific  amounts of capital
pursuant to regulatory  requirements.  As of September 30, 2000,  the subsidiary
banks were in compliance  with all  regulatory  capital  requirements  that were
effective as of such date with tangible,  core and risk-based  capital ratios as
follows:

<TABLE>
<CAPTION>
                                               Total Capital To             Tier 1 Capital To            Tier 1 Capital
                                             Risk-weighted Assets         Risk-weighted Assets         To Average Assets
                                          ---------------------------- ---------------------------- -------------------------
<S>                                                  <C>                          <C>                         <C>
Community Bank                                       14.5%                        14.6%                        9.5%
Heritage Bank                                        13.1%                        13.1%                        9.3%
Community Bank of Kentucky                           18.5%                        18.5%                       12.9%
</TABLE>


                                     - 14 -
<PAGE>
                                 PART I - ITEM 3

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK


Interest rate risk management  focuses on maintaining  consistent  growth in net
interest  income  within  Board-approved  policy  limits.  The  Company  uses an
earnings  simulation  model  to  analyze  net  interest  income  sensitivity  to
movements  in interest  rates.  Given an  immediate,  sustained  200 basis point
upward shock to the yield curve used in the  simulation  model,  it is estimated
net  interest  income for the Company  would  decrease by 8.54  percent over one
year. A 200 basis point immediate,  sustained  downward shock in the yield curve
would  increase net interest  income by an estimated 7.84 percent over one year.
These estimated  changes in net interest income are within the policy guidelines
established by the Company's board of directors.



                                     - 15 -
<PAGE>
                                     PART II
                                OTHER INFORMATION
                     COMMUNITY BANK SHARES OF INDIANA, INC.


Item 1.        Legal Proceedings

               The   Company   is  not  a  party  to  any   legal   proceedings.
               Periodically,   there  have  been  various  claims  and  lawsuits
               involving  the  Bank,  mainly as a  plaintiff,  such as claims to
               enforce  liens,  condemnation  proceedings on properties in which
               the Bank holds security  interests,  claims  involving the making
               and servicing of real property loans and other issues incident to
               the Bank's business. The Bank is not a party to any pending legal
               proceedings that it believes would have a material adverse affect
               on its financial condition or operations.

Item 2.        Changes in Securities and Use of Proceeds

               Not applicable.

Item 3.        Defaults upon Senior Securities

               Not applicable.

Item 4.        Submission of Matters to a Vote of Security Holders

               Not applicable.

Item 5.        Other Information

               Not applicable.

Item 6.        Exhibits and Reports on Form 8-K

(a)            Exhibit

               27          Financial Data Schedule

(b)            Reports on Form 8-K

               The  Company  filed a  report  on Form  8-K on  August  23,  2000
               announcing  that Michael L. Douglas stepped down as President and
               CEO of  Community  Bank  Shares,  Inc.(the  "Company").  James D.
               Rickard was  appointed  the new President and CEO of the Company.
               Mr.  Douglas will serve as  Executive  Vice  President  and Chief
               Operating Officer for Community Bank Shares of Indiana,  Inc. and
               President and Chief  Executive  Officer for Community  Bank until
               Douglas' retirement in early 2001.


                                     - 16 -
<PAGE>

                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


                                         COMMUNITY BANK SHARES OF INDIANA, INC.
                                         (Registrant)



  Dated:  November 14, 2000              BY:   /s/ James D. Rickard
  -------------------------              -----------------------------
                                               James D. Rickard
                                               President, CEO, and Director


 Dated:   November 14, 2000              BY:   /s/ Paul A. Chrisco
 --------------------------              ------------------------
                                               Paul A. Chrisco
                                               Chief Financial Officer



                                     - 17 -
<PAGE>


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