COMMUNITY BANK SHARES OF INDIANA INC
10-Q, 2000-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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 MARCH 31, 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:  2,617,807 shares of common stock were outstanding as of April
30, 2000.


<PAGE>




                     COMMUNITY BANK SHARES OF INDIANA, INC.

                                      INDEX
<TABLE>
<CAPTION>

Part I            Financial Information                                                               Page

                    Item 1.  Consolidated Financial Statements

                      Consolidated Balance Sheets as of March 31, 2000 (unaudited)
<S>                                                                                                  <C>
                         and December 31, 1999                                                          3

                      Consolidated Statements of Income for the three months
                         ended March 31, 2000 and 1999 (unaudited)                                      4

                      Consolidated Statements of Cash Flows for the three months
                          ended March 31, 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                                            9-13



Part II           Other Information 14





Signatures                                                                                            16
</TABLE>



                                      - 2 -
<PAGE>


                         PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                 March 31,               December 31,
                                                                                   2000                      1999
                                                                                   ----                      ----
                                                                               (Unaudited)                    *
ASSETS                                                                                     (In thousands)
<S>                                                                              <C>                     <C>
Cash and due from banks                                                          $   8,397               $   7,248
Interest bearing deposits with banks                                                 3,578                   5,767
Securities available for sale, at fair value                                         6,430                   6,428
Securities-held to maturity:
  Mortgage-backed securities                                                        25,037                  26,388
  Other debt securities                                                             71,494                  71,521
Loans receivable, net                                                              260,747                 246,018
Federal Home Loan Bank stock, at cost                                                7,513                   7,362
Foreclosed real estate                                                                   -                      13
Premises and equipment                                                               9,626                   9,754
Accrued interest receivable                                                          2,790                   2,795
Other assets                                                                           491                   1,149
                                                                        -------------------------------------------
    Total Assets                                                                 $ 396,103               $ 384,443
                                                                        ===========================================

LIABILITIES
Deposits                                                                         $ 231,398               $ 226,473
Borrowed funds                                                                     120,543                 114,432
Accrued interest payable                                                               116                      91
Accrued expenses and other liabilities                                               2,273                   1,817
                                                                        -------------------------------------------
    Total Liabilities                                                              354,330                 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                                                          19,477                  19,472
Retained earnings-substantially restricted                                          24,240                  23,859
Unearned ESOP and stock compensation                                                  (313)                   (339)
Accumulated other comprehensive income-net
  unrealized gain on securities available for sale                                    (185)                   (232)
Less treasury stock, at cost - 102,891 shares (80,391
  shares at December 31, 1999)                                                      (1,719)                 (1,403)
                                                                        -------------------------------------------
    Total Stockholders' Equity                                                      41,773                  41,630
                                                                        -------------------------------------------
    Total Liabilities and Stockholders' Equity                                   $ 396,103               $ 384,443
                                                                        ===========================================
</TABLE>
*  Derived  from  audited  financial   statements  See  accompanying   notes  to
consolidated financial statements.

                                      - 3 -
<PAGE>

                         PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                  2000                     1999
                                                                                  ----                     ----
INTEREST INCOME                                                               (In thousands, except per share data)
<S>                                                                           <C>                      <C>
  Loans receivable, including fees                                            $     5,272              $     4,314
  Securities:
    Mortgage-backed securities                                                        484                      431
    Other debt securities                                                           1,187                    1,053
  Federal Home Loan Bank dividends                                                    145                       65
  Interest bearing deposits with banks                                                 55                      141
                                                                  -------------------------------------------------
       Total interest income                                                        7,143                    6,004

INTEREST EXPENSE
  Deposits                                                                          2,372                    2,223
  Borrowed funds                                                                    1,658                      965
                                                                  -------------------------------------------------
       Total interest expense                                                       4,030                    3,188

       Net interest income                                                          3,113                    2,816
  Provision for loan losses                                                           181                      136
                                                                  -------------------------------------------------
       Net interest income after provision for
         loan losses                                                                2,932                    2,680

NON-INTEREST INCOME
  Service charges on deposit accounts                                                 126                      116
  Commission income                                                                   160                      126
  Gain on sale of loans                                                                34                      110
  Gain on sale of premises and equipment                                               86                        -
  Other income                                                                         16                       19
                                                                  -------------------------------------------------
        Total non-interest income                                                     422                      371
                                                                  -------------------------------------------------
NON-INTEREST EXPENSE
  Compensation and benefits                                                         1,225                    1,030
  Occupancy and equipment                                                             305                      143
  Deposit insurance premiums                                                           11                       27
  Data processing service                                                             182                      140
  Other operating expenses                                                            420                      318
                                                                  -------------------------------------------------
       Total non-interest expense                                                   2,143                    1,658
                                                                  -------------------------------------------------

       Income before income taxes                                                   1,211                    1,393
       Income tax expense                                                             483                      531
                                                                  -------------------------------------------------
       Net Income                                                                     728                      862

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Unrealized gain (loss) on securities:
  Unrealized holding gains (losses) arising during the
period                                                                                 47                       (1)

     Less:  reclassification adjustment                                                 -                        -
                                                                  -------------------------------------------------
       Other comprehensive income (loss)                                               47                       (1)
                                                                  -------------------------------------------------
       Comprehensive Income                                                    $      775               $      861
                                                                  =================================================
       Net income per common share, basic                                      $     0.28               $     0.32
                                                                  =================================================
       Net income per common share, diluted                                    $     0.28               $     0.32
                                                                  =================================================
</TABLE>
See accompanying notes to consolidated financial statements.


                                      - 4 -
<PAGE>




                         PART I - FINANCIAL INFORMATION
             COMMUNITY BANK SHARES OF INDIANA, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      (Unaudited)


                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                                2000          1999
                                                                                                ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES                                                              (In thousands)
<S>                                                                                        <C>           <C>
  Net income                                                                                   $  728        $   862
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Amortization of premiums and accretion of discounts                                         1            (54)
        Provision for loan losses                                                                 181            136
        Proceeds from sales of mortgage loans                                                   3,337          8,759
        Mortgage loans originated for sale                                                     (3,303)        (4,379)
        Net gain on sale of mortgage loans                                                        (34)          (110)
        Net gain on sale of foreclosed real estate                                                 (3)             -
        Depreciation expense                                                                      159             54
        Gain on sale of premises and equipment                                                    (86)             -
        ESOP and stock compensation plan expense                                                   32             25
        Federal Home Loan Bank stock dividends                                                    (11)            (8)
        (Increase) decrease in accrued interest receivable                                          5           (313)
        Increase in accrued interest payable                                                       25             49
        Net change in other assets/liabilities                                                  1,112            886
                                                                                         ----------------------------
          Net Cash Provided By Operating Activities                                             2,143          5,907
                                                                                         ----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net decrease in interest bearing deposits with banks                                    2,189          2,820
        Proceeds from maturities of securities held to maturity                                    25         11,529
        Purchase of securities held to maturity                                                     -        (24,427)
        Principal collected on securities available for sale                                       75             41
        Principal collected on securities held to maturity                                      1,352          4,254
        Loan originations and principal payments on loans, net                                (14,610)       (10,732)
        Purchase of Federal Home Loan Bank stock                                                 (140)           (58)
        Proceeds from sale of foreclosed real estate                                               16              -
        Proceeds from sale of premises and equipment                                               50              -
        Acquisition of premises and equipment                                                    (295)          (367)
                                                                                         ----------------------------
          Net Cash Provided (Used) By  Investing Activities                                   (11,338)       (16,940)
                                                                                         ----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net increase (decrease) in deposits                                                     4,925         (4,445)
        Net increase (decrease) in retail repurchase agreements                                (1,889)         4,472
        Repayment of advances from Federal Home Loan Bank                                     (16,500)             -
        Advances from Federal Home Loan Bank                                                   24,500          2,000
        Purchase of treasury stock                                                               (316)             -
        Dividends paid                                                                           (376)          (327)
                                                                                         ----------------------------
          Net Cash Provided (Used) By Financing Activities                                     10,344          1,700
                                                                                         ----------------------------
Net Increase (Decrease) in Cash and Due From Banks                                              1,149         (9,333)
Cash and due from banks at beginning of period                                                  7,248         14,051
                                                                                         ----------------------------
Cash and Due From Banks at End of Period                                                      $ 8,397       $  4,718
                                                                                         ============================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      - 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 are
         Community  Bank  of  Southern  Indiana  (Community),  Heritage  Bank of
         Southern Indiana (Heritage), and NCF Bank and Trust Company (NCF Bank).
         Community,  Heritage, and NCF Bank 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 March 31, 2000,  and the
         results of  operations  for the three  months  ended March 31, 2000 and
         1999 and cash flows for the three months ended March 31, 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  Bank.   All  material   intercompany   balances  and
         transactions have been eliminated in consolidation.

2.       Supplemental Disclosures of Cash Flow Information
<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                       2000                 1999
                                                                                       ----                 ----
                                                                                            (In Thousands)
             Cash payments for:
<S>                                                                                  <C>                  <C>
               Interest                                                              $ 4,006              $ 3,139
               Taxes                                                                      93                   91

             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

         In 1998,  the  Company  adopted  FASB  Statement  No.  130,  "Reporting
         Comprehensive   Income."  This  Statement   established  standards  for
         reporting  and  displaying  comprehensive  income  and its  components.
         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  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 months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                                     March 31,
                                                                                             2000              1999
                                                                                             ----              ----
                                                                                                  (In thousands)
             Unrealized gains on securities:
                 Unrealized holding gains
                   (losses)
<S>                                                                                   <C>                 <C>
                   arising during the period                                          $       77          $     (1)
                 Income tax expense (benefit)                                                 30                (-)
                                                                                -----------------------------------
                     Net of tax amount                                                        47                (1)
                                                                                -----------------------------------
                 Less:  reclassification
                   adjustment for (gains)
                   losses included in net
                   income                                                                      -                 -
                 Income tax expense (benefit)                                                  -                 -
                                                                                -----------------------------------
                                                                                               -                 -
                                                                                -----------------------------------
                     Other comprehensive
                       income (loss)                                                     $     47           $   (1)
                                                                                         ==========================
</TABLE>


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


                                   (Unaudited)


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

                                                                     Three months ended
                                                                          March 31,
                                                             ------------------------------------
                                                                     2000              1999
                                                                     ----              ----
                                                                     (Dollars in thousands,
                                                                     except per share data)
Basic:
  Earnings:
<S>                                                               <C>               <C>
     Net income                                                       $    728          $    862
                                                             ====================================
   Shares:
      Weighted average common
         shares outstanding                                          2,604,905         2,696,788
                                                             ====================================
     Net income per common share, basic                               $   0.28          $   0.32
                                                             ====================================

Diluted:
  Earnings:                                                           $    728          $    862
                                                             ====================================
  Shares:
    Weighted average common
       shares outstanding                                            2,604,905         2,696,788
     Add:  Dilutive effects of outstanding options                       3,562             3,963
                                                             ------------------------------------
     Weighted average common
        shares outstanding, as adjusted                              2,608,467         2,700,751
                                                             ====================================
Net income per common share, diluted                                  $   0.28          $   0.32
                                                             ====================================
</TABLE>


                                      - 8 -
<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 3.0% from $384.4 million at December 31, 2000 to
$396.1 million at March 31, 2000, primarily as a result of increases in cash and
due from banks and loans  receivable,  net, 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 $260.7 million at March 31, 2000, a 6.0% increase.  This increase is
primarily the result of increases in residential  mortgage loans of $2.9 million
and commercial mortgage and business loans of $2.2 million and consumer loans of
$1.7 million.

         Mortgage-backed   securities  available  for  sale  were  substantially
unchanged  during  the  period.   Mortgage-backed  securities   held-to-maturity
decreased  from $26.4 million at December 31, 1999 to $25.0 million at March 31,
2000, as a result of principal repayments.

         Other debt securities held to maturity were substantially  unchanged at
$71.5 million at December 31, 1999 and March 31, 2000.

         Federal  Home Loan Bank stock,  at cost,  increased  by $151,000 as the
Company was required to purchase  stock to support  advances  obtained  from the
Federal Home Loan Bank of Indianapolis.


                                      - 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 $12.0  million at March 31, 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
$231.4 million at March 31, 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 accounts, and 2) time
deposits,  which  management  attributes  primarily to more  aggressive  pricing
within its market areas.

         Total stockholders' equity increased to $41.8 million at March 31, 2000
from $41.6  million at December 31, 1999  primarily as a result of net income of
$728,000 and unrealized gains on available for sale  securities,  net of tax, of
$47,000,  offset by dividends  to  shareholders  of $353,000 and treasury  stock
repurchases of $316,000.

Results of Operations

         Net Income.  Net income was $728,000  ($.28 per share  diluted) for the
three months ended March 31, 2000 compared to $862,000  ($.32 per share diluted)
for the three  months ended March 31, 1999.  Net income  decreased  from 1999 to
2000 primarily because of increased non-interest expenses.

         Net interest  income for the three month  periods  ended March 31, 2000
and 1999. Net interest income  increased 10.7% from $2.8 million in 1999 to $3.1
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 $1.1 million, or 18.3%, to $7.1 million
for the three months ended March 31, 2000  compared to $6.0 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  7.49% in 1999 to 7.71% in 2000 due to the rise in market  interest  rates.
Interest  on loans  receivable  increased  $958,000  and  interest on other debt
securities increased $134,000 as a result of an increase in the average balances
associated with these assets.

         Total interest expense  increased  $842,000,  or 26.4%, to $4.0 million
for the three months ended March 31, 2000 compared to $3.2 million for the three
months  ended  March 31,  1999 as a result  of the  growth  in  deposits  and an
increase in average  borrowings from the Federal Home Loan Bank of Indianapolis.
The average cost of funds  increased  from 4.51% in 1999 to 4.79% in 2000 due to
higher market interest rates.


                                     - 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

         Provision  for loan losses.  The provision for loan losses was $181,000
for the three  months  ending  March 31, 2000  compared to $136,000 for the same
three  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 $181,000 for the three months ended March 31, 2000 to increase the  allowance
for loan losses to an amount  considered  reasonable by  management  based on an
evaluation as of March 31, 2000. The allowance was increased due to increases in
commercial  real estate and commercial  business  loans,  which possess a higher
inherent  risk of loss  than  one-to-four  family  residential  mortgage  loans.
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 March 31, 2000,  non-performing
loans amounted to $298,410.

         Non-interest  income.  Non-interest  income increased 13.7% to $422,000
for the three  months  ended March 31, 2000  compared to $371,000  for the three
months ended March 31, 1999.  The increase is  attributable  primarily to 1) the
gain on sale of the Company's former corporate  headquarters,  2) an increase in
commission  income on the sale of  investment  products  such as  mutual  funds,
stocks,  bonds, and annuities,  and 3) an increase in service charges on deposit
accounts  resulting from the increase in deposit accounts.  These increases were
offset by a decrease in the gain on sale of mortgage  loans as increased  market
interest rates decreased mortgage loan originations.

         Non-interest  expense.  Non-interest  expense increased by $485,000 for
the three  months  ended  March 31, 2000 as compared to the same period in 1999.
The increase  results  primarily  from increases in  compensation  and benefits,
occupancy and equipment expenses, and other operating expenses. Compensation and
benefits expense  increased  $195,000 due to additional staff for the commercial
loan origination and loan operations areas as the Company  continued to focus on
its  balance  sheet  restructuring   strategy  emphasizing  the  origination  of
high-quality  commercial real estate and business loans. Occupancy and equipment
costs  increased  $162,000 in the first  quarter 2000  compared to first quarter
1999 as a result  of  increased  expenses  related  to the  occupation  of a new
corporate headquarters building in June 1999. Other operating expenses increased
$102,000 in the current period primarily related to a large one-time  charitable
contribution made to a local non-profit organization.

         Income tax expense. Income tax expense for the three month period ended
March 31, 2000 was  $483,000,  compared to $531,000 for the same period in 1999.
The effective tax rate for 2000 is 39.9% compared to 38.1% for 1999.



                                     - 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

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 March 31, 2000,
the Company had cash and  interest-bearing  deposits with banks of $12.0 million
and  securities  available-for-sale  with a fair value of $6.4  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  March  31,  2000,  the
subsidiary  banks were in compliance  with all regulatory  capital  requirements
which 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                             16.0%                        15.4%                         9.8%
Heritage Bank                              14.0%                        13.1%                         8.9%
NCF Bank                                   22.4%                        21.4%                        13.9%
</TABLE>


                                     - 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

Year 2000 Issues

         The  year  2000  issue  arose   because  many   computer   systems  and
applications  used  two-digit  date fields to  designate a year.  Date-sensitive
systems may  recognize  the year 2000 as 1900 or not at all.  This  inability to
recognize or properly treat the year 2000 may cause erroneous  results,  ranging
from system  malfunctions  to incorrect or incomplete  processing.  As a user of
computers,  computer software and equipment utilizing embedded  microprocessors,
failure to resolve year 2000 issues could cause  substantial  disruption  of the
Company's  business and could have a material  adverse  effect on the  Company's
business, financial condition, or results of operations.

         The Company  established a year 2000  committee in 1997.  The committee
developed  and  implemented a  comprehensive  plan to make all  information  and
non-information technology assets year 2000 compliant.

         While there can be no assurances  that the Company's year 2000 plan has
effectively  addressed the year 2000 issue,  the Company has not been  notified,
and is unaware of, any vendor or service provider  problems related to year 2000
and all systems have  performed  properly since January 1, 2000.  Likewise,  the
Company is unaware of any year 2000 issues that have impaired the ability of the
Company's borrowers to repay their debt.

                                     - 13 -
<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 18.43  percent over one
year. A 200 basis point immediate,  sustained  downward shock in the yield curve
would increase net interest  income by an estimated 19.00 percent over one year.
These estimated  changes in net interest income are within the policy guidelines
established by the Company's board of directors.



                                     - 14 -
<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  March  30,  2000
               announcing that the Company's  Board of Directors  authorized the
               repurchase  of up to  $4,000,000  of  the  Company's  outstanding
               common stock.

                                     - 15 -
<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  May 15, 2000                    BY:   /s/ Michael L. Douglas
  ----------------------------                -------------------------
                                               Michael L. Douglas
                                               President, CEO, and Director

 Dated  May 15, 2000                     BY:   /s/ Paul A. Chrisco
 ----------------------------                 ----------------------
                                               Paul A. Chrisco
                                               Vice President and
                                               Chief Accounting Officer


                                     - 16 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                               9
<CIK>                                   0000933590
<NAME>                                  COMMUNITY BANK SHARES OF INDIANA, INC.
<MULTIPLIER>                            1000

<S>                                                      <C>
<PERIOD-TYPE>                                           3-MOS
<FISCAL-YEAR-END>                                       DEC-31-2000
<PERIOD-START>                                          JAN-01-2000
<PERIOD-END>                                            MAR-31-2000

<CASH>                                                        8,397
<INT-BEARING-DEPOSITS>                                        3,578
<FED-FUNDS-SOLD>                                                  0
<TRADING-ASSETS>                                                  0
<INVESTMENTS-HELD-FOR-SALE>                                   6,430
<INVESTMENTS-CARRYING>                                       96,531
<INVESTMENTS-MARKET>                                         89,644
<LOANS>                                                     258,845
<ALLOWANCE>                                                   1,902
<TOTAL-ASSETS>                                              396,103
<DEPOSITS>                                                  231,398
<SHORT-TERM>                                                 33,543
<LIABILITIES-OTHER>                                           2,389
<LONG-TERM>                                                  87,000
                                             0
                                                       0
<COMMON>                                                        273
<OTHER-SE>                                                   41,500
<TOTAL-LIABILITIES-AND-EQUITY>                              396,103
<INTEREST-LOAN>                                               5,272
<INTEREST-INVEST>                                             1,671
<INTEREST-OTHER>                                                200
<INTEREST-TOTAL>                                              7,143
<INTEREST-DEPOSIT>                                            2,372
<INTEREST-EXPENSE>                                            4,030
<INTEREST-INCOME-NET>                                         3,113
<LOAN-LOSSES>                                                   181
<SECURITIES-GAINS>                                                0
<EXPENSE-OTHER>                                               2,143
<INCOME-PRETAX>                                               1,211
<INCOME-PRE-EXTRAORDINARY>                                    1,211
<EXTRAORDINARY>                                                   0
<CHANGES>                                                         0
<NET-INCOME>                                                    728
<EPS-BASIC>                                                  0.28
<EPS-DILUTED>                                                  0.28
<YIELD-ACTUAL>                                                 7.71
<LOANS-NON>                                                     149
<LOANS-PAST>                                                    279
<LOANS-TROUBLED>                                                  0
<LOANS-PROBLEM>                                                   0
<ALLOWANCE-OPEN>                                              1,741
<CHARGE-OFFS>                                                    20
<RECOVERIES>                                                      0
<ALLOWANCE-CLOSE>                                             1,902
<ALLOWANCE-DOMESTIC>                                          1,902
<ALLOWANCE-FOREIGN>                                               0
<ALLOWANCE-UNALLOCATED>                                           0



</TABLE>


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