Quarterly Report
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


 

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

Commission File No. 033-79130

 


CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 


 

OHIO   033-79130   34-1771400

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

614 East Lincoln Way, P.O. Box 256, Minerva, Ohio   44657
(Address of principal executive offices)   (Zip Code)

(330) 868-7701

(Issuer’s telephone number)

 


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, no par value    Outstanding at November 10, 2006
   2,110,184 Common Shares

 



Table of Contents

CONSUMERS BANCORP, INC.

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2006

Part I – Financial Information

Item 1 – Financial Statements (Unaudited)

Interim financial information required by Rule 10-01 of Regulation S-X is included in this Form 10-Q as referenced below:

 

    

Page

Number (s)

Consolidated Balance Sheets
September 30, 2006 (Unaudited) and June 30, 2006

   1

Consolidated Statements of Income
Three months ended September 30, 2006 and 2005 (Unaudited)

   2

Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three months ended September 30, 2006 and 2005 (Unaudited)

   3

Condensed Consolidated Statements of Cash Flows
Three months ended September 30, 2006 and 2005 (Unaudited)

   4

Notes to the Consolidated Financial Statements

   5-9

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10-17

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

   18

Item 4 – Controls and Procedures

   19

Part II – Other Information

  

Item 1 – Legal Proceedings

   20

Item 1A – Risk Factors

   20

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

   20

Item 3 – Defaults upon Senior Securities

   20

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

   20 - 21

Item 5 – Other Information

   21

Item 6 – Exhibits

   21

Signatures

   21


Table of Contents

CONSUMERS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

    

Unaudited

September 30, 2006

    June 30, 2006  
    

ASSETS

    

Cash and cash equivalents

   $ 5,498     $ 5,941  

Securities, available for sale

     40,113       37,470  

Federal bank and agency stocks, at cost

     1,132       1,118  

Total loans

     144,661       148,002  

Less allowance for loan losses

     (1,710 )     (1,557 )
                

Net Loans

     142,951       146,445  
                

Cash surrender value of life insurance

     4,177       4,139  

Premises and equipment, net

     4,582       4,648  

Intangible assets

     853       894  

Other real estate owned

     462       749  

Accrued interest receivable and other assets

     1,615       2,146  
                

Total assets

   $ 201,383     $ 203,550  
                

LIABILITIES

    

Deposits

    

Non-interest bearing demand

   $ 41,264     $ 41,869  

Interest bearing demand

     9,552       10,156  

Savings

     50,364       50,575  

Time

     65,069       64,708  
                

Total deposits

     166,249       167,308  
                

Short-term borrowings

     4,824       5,049  

Federal Home Loan Bank advances

     9,256       10,790  

Accrued interest and other liabilities

     1,250       1,301  
                

Total liabilities

     181,579       184,448  

Commitments and contingent liabilities

     —         —    

SHAREHOLDERS’ EQUITY

    

Common stock (no par value, 2,500,000 shares authorized; 2,160,000 issued)

     4,869       4,869  

Retained earnings

     15,606       15,333  

Treasury stock, at cost (49,816 shares at September 30, 2006 and 19,566 shares at June 30, 2006)

     (682 )     (303 )

Accumulated other comprehensive income (loss)

     11       (797 )
                

Total shareholders’ equity

     19,804       19,102  
                

Total liabilities and shareholders’ equity

   $ 201,383     $ 203,550  
                

See accompanying notes to consolidated financial statements

 

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CONSUMERS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)

 

    

Three Months ended

September 30,

     2006     2005

Interest income

    

Loans, including fees

   $ 2,601     $ 2,386

Securities

    

Taxable

     282       204

Tax-exempt

     154       113

Federal funds sold

     1       4
              

Total interest income

     3,038       2,707

Interest expense

    

Deposits

     765       514

Short-term borrowings

     41       25

Federal Home Loan Bank advances

     133       59
              

Total interest expense

     939       598
              

Net interest income

     2,099       2,109

Provision for loan losses

     171       42
              

Net interest income after Provision for loan losses

     1,928       2,067

Non-interest income

    

Service charges on deposit accounts

     380       434

Gain (loss) on sale of other assets owned

     (24 )     13

Other

     204       133
              

Total non-interest income

     560       580

Non-interest expenses

    

Salaries and employee benefits

     1,060       1,088

Occupancy

     260       271

Directors’ fees

     37       40

Professional fees

     85       63

Franchise taxes

     28       67

Printing and supplies

     42       53

Telephone and network communications

     56       76

Amortization of intangible

     41       40

Other

     394       455
              

Total non-interest expenses

     2,003       2,153
              

Income before income taxes

     485       494

Income tax expense

     105       116
              

Net Income

   $ 380     $ 378
              

Basic earnings per share

   $ 0.18     $ 0.18

See accompanying notes to consolidated financial statements

 

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CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

(Dollars in thousands, except per share data)

 

    

Three Months ended

September 30,

 
     2006     2005  

Balance at beginning of period

   $ 19,102     $ 19,297  

Comprehensive income

    

Net Income

     380       378  

Other comprehensive income (loss)

     808       (230 )
                

Total comprehensive income

     1,188       148  

Purchase of treasury stock (30,250 shares for the period ending September 30, 2006)

     (379 )     —    

Common cash dividends

     (107 )     (193 )
                

Balance at the end of the period

   $ 19,804     $ 19,252  
                

Cash dividends per common share

   $ 0.05     $ 0.09  

See accompanying notes to consolidated financial statements.

 

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CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     

Three Months Ended

September 30,

 
(Dollars in thousands)    2006     2005  

Cash flows from operating activities

    

Net cash from operating activities

   $ 777     $ 739  

Cash flow from investing activities

    

Securities available for sale

    

Purchases

     (2,191 )     (10,031 )

Maturities and principal pay downs

     766       1,061  

Net increase in federal funds sold

     —         (350 )

Net decrease in loans

     3,323       1,428  

Acquisition of premises and equipment

     (77 )     (443 )

Disposal of premises and equipment

     —         3  

Sale of other real estate owned

     263       51  
                

Net cash from investing activities

     2,084       (8,281 )

Cash flow from financing activities

    

Net decrease in deposit accounts

     (1,059 )     (1,139 )

Net change in short-term borrowings

     (225 )     (317 )

Proceeds of Federal Home Loan Bank advances

     5,610       8,500  

Repayments of Federal Home Loan Bank advances

     (7,144 )     (82 )

Purchase of treasury stock

     (379 )     —    

Dividends paid

     (107 )     (193 )
                

Net cash from financing activities

     (3,304 )     6,769  
                

Decrease in cash or cash equivalents

     (443 )     (773 )

Cash and cash equivalents, beginning of year

     5,941       5,969  
                

Cash and cash equivalents, end of period

   $ 5,498     $ 5,196  
                

Supplemental disclosure of cash flow information:

    

Cash paid during the year:

    

Interest

   $ 964     $ 595  

Federal income taxes

     —         —    

Non-cash items:

    

Transfer from loans to repossessed assets

     —       $ 150  

See accompanying notes to consolidated financial statements.

 

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CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 1 – Summary of Significant Accounting Policies:

Basis of Presentation:

The consolidated financial statements for interim periods are unaudited and reflect all adjustments (consisting of only normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the financial position and results of operations and cash flows for the periods presented. The unaudited financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Consumers Bancorp, Inc.’s Form 10-K for the year ended June 30, 2006. The results of operations for the interim period disclosed herein are not necessarily indicative of the results that may be expected for a full year.

The consolidated financial statements include the accounts of Consumers Bancorp, Inc. (the “Corporation”) and its wholly owned subsidiary, Consumers National Bank (the “Bank”). All significant inter-company transactions and accounts have been eliminated in consolidation.

Segment Information: Consumers Bancorp, Inc. is a bank holding company engaged in the business of commercial and retail banking, which accounts for substantially all of the revenues, operating income, and assets.

Earnings per Share: Earnings per common share are computed based on the weighted average common shares outstanding. The weighted average number of outstanding shares was 2,137,207 and 2,143,444 for the quarters ended September 30, 2006 and 2005, respectively. The Corporation’s capital structure contains no dilutive securities.

Recent Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)”. SFAS No. 158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements. SFAS No. 158 requires an employer to (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, (b) measure a plan’s assets and its obligations that determine its funded status at the end of the employer’s fiscal year and (c) recognize changes in the funded status of a defined postretirement plan in the year in which the changes occur. Those changes will be reported in the comprehensive income of a business entity. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15,

 

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CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, except per share amounts)

 

2006, for publicly traded companies. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. Management does not expect the adoption of SFAS No. 158 to have a material effect on the Corporation’s statement of financial position at June 30, 2007 nor on the Corporation’s comprehensive income for the twelve months ended June 30, 2007.

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management does not expect that the adoption of this standard will have a material impact on the Corporation’s financial statements.

In July 2006, the Emerging Issues Task Force (“EITF”) of FASB issued a draft abstract for EITF Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangement”. This draft abstract from EITF reached a consensus that for an endorsement split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”. The Task Force concluded that a liability for the benefit obligation under SFAS No. 106 has not been settled through the purchase of an endorsement type life insurance policy. In September 2006, FASB agreed to ratify the consensus reached in EITF Issue No. 06-04. This new accounting standard will be effective for fiscal years beginning after December 15, 2007. At September 30, 2006, the Corporation owned $4,177 of bank owned life insurance. However, these life insurance policies are not subject to endorsement split-dollar life insurance arrangements. Therefore, management does not expect the adoption of EITF Issue No. 06-4 to have a material impact on the Corporation’s financial statements.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108. This SAB expresses the SEC’s views regarding the process of quantifying financial statement misstatements. SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements for the purpose of a materiality assessment. SAB No. 108 is effective for fiscal years ending after November 15, 2006. Management does not expect the adoption of SAB No. 108 to have a material impact on Corporation’s financial statements at June 30, 2007.

 

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CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

 

Note 2 – Securities

 

September 30, 2006

 

   Fair
Value
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Securities available for sale:

        

U.S. Treasury

   $ 994    $ —      $ (6 )

Obligations of government sponsored entities

     10,002      —        (122 )

Obligations of states and political subdivisions

     15,284      519      (15 )

Mortgage–backed securities

     12,846      34      (381 )

Equity securities

     987      —        (13 )
                      

Total Securities

   $ 40,113    $ 553    $ (537 )
                      

 

June 30, 2006

 

   Fair
Value
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Securities available for sale:

        

U.S. Treasury

   $ 988    $ —      $ (12 )

Obligations of government sponsored entities

     9,766      —        (355 )

Obligations of states and political subdivisions

     14,298      9      (291 )

Mortgage–backed securities

     11,418      5      (564 )

Equity securities

     1,000      —        —    
                      

Total Securities

   $ 37,470    $ 14    $ (1,222 )
                      

The estimated fair values of securities at September 30, 2006, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

     Estimated Fair
Value

Due in one year or less

   $ 1,588

Due after one year through five years

     6,610

Due after five years through ten years

     7,374

Due after ten years

     10,708
      

Total

     26,280

Mortgage-backed securities

     12,846

Equity securities

     987
      

Total

   $ 40,113
      

 

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CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

 

At September 30, 2006, available for sale securities included municipal securities issued by Farmersville, Texas school district that are insured by Permanent School Fund Guarantee with an aggregate book value of $2,279, or 11.5%, of shareholders’ equity. Other than this issue, there were no other holdings of securities of any one issuer, other than the U.S. government and its agencies and corporations, with an aggregate book value which exceeds 10% of shareholders’ equity. As of September 30, 2006, any unrealized losses on securities that have been in a continuous loss position for 12 months or more have not been recognized into income because the issuer(s) securities are of high credit quality and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach their maturity dates.

Note 3 – Loans

Major classifications of loans were as follows:

 

     September 30,
2006
   June 30,
2006

Real estate – residential mortgage

   $ 52,611    $ 53,596

Real estate – construction

     1,401      1,720

Commercial, financial and agriculture

     83,433      86,397

Consumer

     7,216      6,289
             

Total Loans

   $ 144,661    $ 148,002
             

 

     September 30,
2006
   June 30,
2006
   September 30,
2005

Loans past due over 90 days and still accruing

   $ —      $ —      $ 8

Loans on non-accrual

     2,944      3,198      2,018

Impaired loans

     2,889      2,803      1,733

Amount of allowance allocated to impaired loans

     602      393      277

Impaired loans of $2,827, $2,803 and $1,733 as of September 30, 2006, June 30, 2006 and September 30, 2005, respectively, were included in non-accrual loans.

 

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CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

 

Note 4 - Allowance for Loan Losses

A summary of activity in the allowance for loan losses for the three months ended September 30, 2006, and 2005, were as follows:

 

     2006     2005  

Beginning of period

   $ 1,557     $ 1,523  

Provision

     171       42  

Charge-offs

     (51 )     (160 )

Recoveries

     33       20  
                

Balance at September 30,

   $ 1,710     $ 1,425  
                

Note 5 – Federal Home Loan Bank Advances

A summary of Federal Home Loan Bank (FHLB) advances are as follows:

 

Maturity

  

Term

  

Interest

Rate

    Balance
September 30, 2006
   Interest
Rate
    Balance
June 30, 2006

08/08/2006

   Floating    —   %   $ —      5.43  %   $ 2,080

09/13/2006

   Floating    —         —      5.43       2,000

11/24/2006

   Floating    5.50       2,610    —         —  

12/20/2006

   Floating    5.50       3,000    —         —  

02/01/2008

   Floating    5.43       1,000    5.21       4,000

06/20/2008

   Floating    5.47       1,000    5.54       1,000

07/01/2010

   Fixed    6.90       60    6.90       64

10/01/2010

   Fixed    7.00       61    7.00       82

12/01/2010

   Fixed    6.10       215    6.10       226

04/01/2014

   Fixed    2.54       650    2.54       669

04/01/2019

   Fixed    4.30       660    4.30       669
                    
        $ 9,256      $ 10,790

Each fixed rate advance has a prepayment penalty equal to the present value of 100% of the lost cash flow based upon the difference between the contract rate on the advance and the current rate on the new advance. Each floating rate advance can be prepaid, without penalty, at each interest rate reset date.

 

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CONSUMERS BANCORP, INC

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except per share data)

General

The following is management’s analysis of the Corporation’s results of operations for the three month period ended September 30, 2006, compared to the same period in 2005, and the consolidated balance sheets at September 30, 2006 compared to June 30, 2006. This discussion is designed to provide a more comprehensive review of the operating results and financial condition than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected financial data included elsewhere in this report.

Overview

Consumers Bancorp, Inc., a bank holding company incorporated under the laws of the State of Ohio, owns all of the issued and outstanding common shares of Consumers National Bank, a bank chartered under the laws of the United States of America. The Corporation’s activities have been limited primarily to holding the common shares of the Bank. The Bank’s business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its market area, consisting primarily of Stark, Columbiana, Carroll and contiguous counties in Ohio. The Bank also invests in securities consisting primarily of U.S. government and government agency obligations, municipal obligations, mortgage-backed securities and other securities.

Forward-Looking Statements

When used in this report (including information incorporated by reference in this report), the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate”, “project,” “believe” or similar expressions are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Corporation’s control, and could cause actual results to differ materially from those described in such statements. Any such forward-looking statements are made only as of the date of this report or the respective dates of the relevant incorporated documents, as the case may be, and, except as required by law, the Corporation undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Factors that could cause actual results or experience to differ from results discussed in the forward-looking statements include, but are not limited to: regional and national economic conditions; changes in levels of market interest rates; credit risks, competitive and regulatory factors effecting lending activities; government regulation, and material unforeseen changes in the financial condition or results of Consumers National Bank’s customers could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected.

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

The risks and uncertainties identified above are not the only risks the Corporation faces. Additional risks and uncertainties not presently known to the Corporation or that the Corporation currently believes to be immaterial also may adversely affect the Corporation. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on the Corporation’s business, financial condition and results of operations.

Results of Operations

Three Months Ended September 30, 2006 and 2005

Net Income

Net income was $380 for the three months ended September 30, 2006, an increase of $2 compared to the same period last year when net income was $378. Earnings per common share were $0.18 for both the first quarter of fiscal year 2007 and 2006.

Return on average equity (ROE) and return on average assets (ROA) were 7.78% and 0.75%, respectively, for the first quarter of fiscal year 2007 compared to 7.74% and 0.76%, respectively, for the first quarter of fiscal year 2006.

Net Interest Income

Net interest income, the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the largest component of the Corporation’s earnings. Net interest income is affected by changes in the volumes, rates and composition of interest-earning assets and interest-bearing liabilities. Net interest margin is calculated by dividing net interest income on a fully tax equivalent basis (FTE) by total interest-earning assets. FTE income includes tax-exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. All average balances are daily average balances. Non-accruing loans are included in average loan balances.

The Corporation’s net interest margin for the three months ended September 30, 2006 was 4.62%, compared to 4.73% for the same period last year. Net interest income for the three months ended September 30, 2006 decreased by $10, or 0.5%, to $2,099 from $2,109 for the same period last year. The decline in the net interest margin and net interest income was primarily due to an increase in cost of funds from 1.72% for the three months ended September 30, 2005 to 2.64% for the same period in 2006. The increase in the cost of funds was mainly caused by higher market rates affecting the rates paid on borrowings and rates paid on time deposits. The decline in net interest income for the three months ended September 30, 2006 was partially offset by the Corporation’s yield on average interest-earning assets increasing to 6.62% for the three months ended September 30, 2006 from 6.04% for the comparable year ago period.

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Average Balance Sheets and Analysis of Net Interest Income for the Three Months Ended September 30,

(In thousands, except percentages)

 

     2006     2005  
     Average
Balance
    Interest   

Yield/

Rate

    Average
Balance
    Interest   

Yield/

Rate

 

Interest-earning assets:

              

Taxable securities

   $ 24,765     $ 282    4.52 %   $ 21,570     $ 204    3.75 %

Nontaxable securities (1)

     14,831       219    5.86       10,898       164    5.97  

Loans receivable (1)

     146,522       2,604    7.05       148,747       2,391    6.38  

Federal funds sold

     58       1    6.84       366       4    4.34  
                                          

Total interest-earning assets

     186,176       3,106    6.62       181,581       2,763    6.04  

Noninterest-earning assets

     15,504            15,593       
                          

Total Assets

   $ 201,680          $ 197,174       
                          

Interest-bearing liabilities:

              

NOW

   $ 9,837     $ 3    0.12 %   $ 12,303     $ 11    0.35 %

Savings

     50,311       109    0.86       55,060       67    0.48  

Time deposits

     65,218       653    3.98       58,439       436    2.96  

Short-term borrowings

     5,511       41    2.88       6,220       25    1.59  

FHLB advances

     10,040       133    5.26       6,073       59    3.85  
                                          

Total interest-bearing liabilities

     140,917       939    2.64 %     138,095       598    1.72 %
                      

Noninterest-bearing liabilities:

              

Noninterest-bearing checking accounts

     40,373            38,550       

Other liabilities

     1,009            1,154       
                          

Total liabilities

     182,299            177,799       

Shareholders’ equity

     19,381            19,375       
                          

Total liabilities and shareholders’ equity

   $ 201,680          $ 197,174       
                          

Net interest income, interest rate spread (1)

     $ 2,167    3.98 %     $ 2,165    4.32 %
                      

Net interest margin (net interest as a percent of average interest-earning assets (1)

        4.62 %        4.73 %

Average interest-earning assets to interest-bearing liabilities

     132.12 %          131.49 %     

(1) calculated on a fully taxable equivalent basis

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Provision for Loan Losses

The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in the Bank’s loan portfolio that have been incurred at each balance sheet date. The provision for loan losses increased to $171 for the three month period ended September 30, 2006 compared to $42 for the same period last year.

The higher provision for loan losses for the three month period ended September 30, 2006 resulted mainly from an increase in impaired loans and new information related to these loans and the condition of properties securing these loans that has become available during this period. Impaired loans were $2,889, $2,803 and $1,733 as of September 30, 2006, June 30, 2006 and September 30, 2005, respectively. Impaired loans as of September 30, 2006 and June 30, 2006 included a $1.8 million loan relationship that is secured by two multi-family rental unit loans. These properties are in the process of foreclosure and have been specifically reserved for within the allowance for loan losses. The provision for loan losses as of September 30, 2006 was considered sufficient by management for maintaining an appropriate allowance for loan losses.

Non-Interest Income

Non-interest income decreased to $560 during the first quarter of fiscal year 2007, compared to $580 for the same period last year. Within non-interest income, service charges on deposits declined by $54 mainly due to a reduction in overdraft fee income. Also, a loss of $24 was recognized from the sale of other assets acquired through loan foreclosure for the three month period ended September 30, 2006 compared to a gain of $13 for the same period last year. These declines were partially offset by a $52 increase in alternative investment income, which is income from investment banking, advisory, brokerage, and underwriting.

Non-Interest Expenses

Non-interest expenses decreased 7.0%, to $2,003 during the first quarter of fiscal year 2007, compared to $2,153 during the same quarter last year. Within non-interest expenses, salaries and employee benefits decreased by $28. Also, contributing to the decrease in non-interest expenses were lower marketing, telephone and collection expenses. These decreases were partially offset by a $22 increase in consulting and professional fees for the three months ended September 30, 2006 as compared to the same period last year. This increase was mainly attributed to fees associated with an operations review as well as consulting fees related to the introduction of our new personal checking account product line-up that is expected to further enhance fee income.

Income Taxes

Income tax expense for the three months ended September 30, 2006 decreased $11, to $105 from $116, compared to the same period in 2005. The effective tax rate was 21.6%

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

for the current quarter as compared to 23.5% for the same period last year. The effective tax rate differed from the federal statutory rate principally as a result of tax-exempt income from obligations of states and political subdivisions, loans and earnings on bank owned life insurance. The decline in the effective tax rate for the three months ended September 30, 2006 as compared to the same period last year was mainly due to tax-free income being a larger portion of pre-tax income.

Financial Condition

Total assets at September 30, 2006 were $201,383 compared to $203,550 at June 30, 2006, a decrease of $2,167 or 1.1%. Available for sale securities have increased by $2,643 from $37,470 at June 30, 2006 to $40,113 at September 30, 2006 mainly due to the purchase of mortgage-backed securities in order to take advantage of bonds priced at a discount. Loan receivables declined by $3,341 to $144,661 at September 30, 2006 compared to $148,002 at June 30, 2006. The current competitive environment has contributed to the decline in loan receivables.

Total shareholders’ equity increased by $702 from June 30, 2006, to $19,804 as of September 30, 2006. This increase was mainly due to net income for the current three month period and an increase in the fair market value of available for sale securities as a result of changes in interest rates. These increases were partially offset by cash dividends paid during the period as well as an increase in treasury stock of $379.

In June 2006, the Board of Directors authorized a share repurchase program for up to 75,000 shares that can be repurchased through June 2007. As part of this repurchase program, 30,250 shares were repurchased during the first quarter of fiscal year 2007.

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

 

Non-Performing Assets

 

The following table presents the aggregate amounts of non-performing assets and respective ratios as of the dates indicated.

 

 

 

     September 30,
2006
   

June 30,

2006

    September 30,
2005
 

Non-accrual loans

   $ 2,944     $ 3,198     $ 2,018  

Loans past due over 90 days and still accruing

     —         —         8  
                        

Total non-performing loans

     2,944       3,198       2,026  

Other real estate owned

     462       749       636  
                        

Total non-performing assets

   $ 3,406     $ 3,947     $ 2,662  
                        

Non-performing loans to total loans

     2.04 %     2.16 %     1.37 %

Allowance for loan losses to total non-performing loans

     58.08 %     48.69 %     70.34 %

Loans 90 days or more past due and still accruing to total loans

     —         —         0.01 %

Following is a breakdown of non-accrual loans as of September 30, 2006 by collateral:

 

     September 30,
2006

Commercial non-mortgage collateral

   $ 494

Multifamily residential properties

     1,956

1-4 family residential properties

     479

Equipment

     15
      

Total

   $ 2,944
      

As of September 30, 2006, impaired loans totaled $2,889 and $2,827 of the impaired loans were included in non-accrual loans. Commercial and commercial real estate loans are classified as impaired if management determines that full collection of principal and interest, in accordance with the terms of the loan documents, is not probable. Impaired loans and non-performing loans have been considered in management’s analysis of the appropriateness of the allowance for loan losses. Management and the Board of Directors are closely monitoring these loans and believe that the prospects for recovery of principal and interest, less identified specific reserves, are good.

Liquidity

The objective of liquidity management is to ensure adequate cash flows to accommodate the demands of our customers and provide adequate flexibility for the Corporation to take advantage of market opportunities under both normal operating conditions and under unpredictable circumstances of industry or market stress. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Corporation’s principal sources of funds are deposits; amortization and prepayments of loans; maturities, sales and principal receipts from securities; borrowings; and operations. Management considers the asset position of

 

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CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

the Corporation to be sufficiently liquid to meet normal operating needs and conditions. The Corporation’s earning assets are mainly comprised of loans and investment securities. Management continually strives to obtain the best mix of loans and investments to both maximize yield and insure the soundness of the portfolio, as well as to provide funding for loan demand as needed.

The Corporation offers several deposit products to its customers. The rates offered by the Corporation and the fees charged for these products are competitive with others available currently in the market area. Interest rates on savings deposits have remained at historical low levels, while rates on demand deposits and time deposits have increased in recent months due to current market conditions.

To provide an additional source of liquidity, the Corporation has entered into an agreement with the Federal Home Loan Bank (FHLB) of Cincinnati. At September 30, 2006, FHLB advances totaled $9,256 as compared with $10,790 at June 30, 2006. The Corporation considers the FHLB to be a reliable source of liquidity funding, secondary to its deposit base.

Jumbo time deposits (those with balances of $100 thousand and over) increased from $19,565 at June 30, 2006 to $21,272 at September 30, 2006. These deposits are monitored closely by the Corporation and priced on an individual basis. When these deposits are from a municipality, certain bank-owned securities are pledged to guarantee the safety of these public fund deposits as required by Ohio law. The Corporation has on occasion used a fee paid broker to obtain deposits from outside its normal service area as an additional source of funding. The Corporation however, does not rely upon these deposits as a primary source of funding. Although management monitors interest rates on an ongoing basis, a quarterly rate sensitivity report is used to determine the effect of interest rate changes on the financial statements. In the opinion of management, enough assets or liabilities could be repriced over the near term (up to three years) to compensate for such changes. The spread on interest rates, or the difference between the average earning assets and the average interest-bearing liabilities, is monitored quarterly.

 

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Table of Contents

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Capital Resources

The Corporation and subsidiary Bank are subject to various regulatory capital requirements administered by federal regulatory agencies. Capital adequacy guidelines and prompt corrective-action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the Corporation’s financial statements. The Bank is considered well capitalized under the Federal Deposit Insurance Act at September 30, 2006. Management is not aware of any matters occurring subsequent to September 30, 2006 that would cause the Bank’s capital category to change.

Critical Accounting Policies

The financial condition and results of operations for the Corporation presented in the Consolidated Financial Statements, accompanying notes to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are, to a large degree, dependent upon the Corporation’s accounting policies. The selection and application of these accounting policies involve judgments, estimates and uncertainties that are susceptible to change.

The Company has identified the appropriateness of the allowance for loan losses as a critical accounting policy and an understanding of this policy is necessary to understand the financial statements. Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Footnote one (Allowance for Loan Losses), footnote three (Loans) and Management Discussion and Analysis of Financial Condition and Results from Operation (Critical Accounting Policies and Allowance for Loan Losses) of the 2006 Form 10-K provide detail with regard to the Corporation’s accounting for the allowance for loan losses. There have been no significant changes in the application of accounting policies since June 30, 2006.

 

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CONSUMERS BANCORP, INC.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk that a financial institution’s earnings and capital, or its ability to meet its business objectives, will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity prices, credit spreads and/or commodity prices. Within the Bank, the dominant market risk exposure is fluctuation in interest rates. The negative effect of this exposure is felt through the net interest margin and the market value of various assets and liabilities.

The Bank measures interest-rate risk from the perspectives of earnings at risk and value at risk. The primary purpose of both the loan and investment portfolios is the generation of income, but credit risk is the principal focus of risk analysis in the loan portfolio and interest-rate risk is the principal focus in the investment portfolio. Because of the greater liquidity of the investment portfolio, it is the vehicle for managing interest-rate risk in the entire balance sheet. The Bank manages its interest rate risk position using simulation analysis of net interest income and net income over a two-year period. The Bank also calculates the effect of an instantaneous change in market interest rates on the economic value of equity or net portfolio value. Once these analyses are complete, management reviews the results, with an emphasis on the income-simulation results for purposes of managing interest-rate risk. The rate sensitivity position is managed to avoid wide swings in net interest margins. Measurement and identification of current and potential interest rate risk exposures are conducted quarterly, with reporting and monitoring also occurring quarterly. The Bank applies interest rate shocks to its financial instruments up and down 100 and 200 basis points.

The following table presents an analysis of the potential sensitivity of the Bank’s annual net interest income and present value of the Bank’s financial instruments to a sudden and sustained increase and decrease change in market interest rates of 200 and 100 basis points:

 

     Maximum Change
2006
   Guidelines  

One Year Net Interest Income Change

     

+200 Basis Points

   (1.8)%    >(20.0) %

+100 Basis Points

   (0.9)%    >(12.5) %

-100 Basis Points

   1.5%    >(12.5) %

-200 Basis Points

   2.7%    >(20.0) %

Net Present Value of Equity Change

     

+200 Basis Points

   (15.0)%    >(25) %

+100 Basis Points

   (6.5)%    >(20) %

-100 Basis Points

   (1.3)%    >(20) %

-200 Basis Points

   (4.3)%    >(25) %

The projected volatility of net interest income and net present value of equity shown in the table falls within Board of Directors guidelines in right hand column.

The preceding analysis is based on numerous assumptions, including relative levels of market interest rates, loan prepayments and reactions of depositors to changes in interest rates, and should not be relied upon as being indicative of actual results. Further, the analysis does not necessarily contemplate all actions the Bank may undertake in response to changes in interest rates.

 

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Table of Contents

CONSUMERS BANCORP, INC.

Item 4 – Controls and Procedures

As of September 30, 2006, an evaluation was carried out under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2006, the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation, in reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in the Corporation’s internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2006, that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting.

 

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Table of Contents

CONSUMERS BANCORP, INC.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

None

Item 1A – Risk Factors

There were no material changes to the risk factors as presented in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

 

     Total
Number of
Shares
Purchased
   Average
Price
Paid per
Share
   Total Number of
Shares Purchased
as Part of
Publicly
Announced Plan
   Maximum
Number of
Shares that May Yet
Be Purchased Under
the Plan

July 1, 2006 – July 31, 2006

   —      —      —     

August 1, 2006 – August 31, 2006

   —      —      —     

September 1, 2006 – September 30, 2006

   30,250    12.51    30,250    44,750
                   
   30,250    12.51    30,250    44,750
                   

In June 2006, the Corporation announced a share repurchase program for up to 75,000 shares that can be repurchased through June 2007. The purchases made in September 2006 were accomplished through an open-market transaction and through one privately negotiated transaction.

Item 3 – Defaults Upon Senior Securities

None

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

Consumers Bancorp, Inc. held its Annual Meeting of Shareholders on October 18, 2006, for the purpose of electing four directors and to transact such other business as would properly come before the meeting. Shareholders elected three Class III Directors, consisting of John P. Furey, Thomas M. Kishman, and Steven L. Muckley to serve a term ending in 2009 and one Class II Director, Harry W. Schmuck, Jr. to serve a term ending in 2008. The Class I Directors, consisting of James V. Hanna, James R. Kiko, Sr., and John E. Tonti, each have been elected to serve a term ending in 2007. The remaining Class II Directors, consisting of David W. Johnson; Laurie L. McClellan; and Walter J. Young, each have been elected to serve a term ending in 2008.

 

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Table of Contents

CONSUMERS BANCORP, INC.

Results of shareholder voting for the election of Directors were as follows:

 

      John P.
Furey
   Thomas M.
Kishman
   Steven L.
Muckley
   Harry W.
Schmuck, Jr.

For

   1,531,037    1,528,042    1,521,835    1,531,102

Withheld

   8,757    11,752    17,959    8,692

Abstentions

   —      —      —      —  

Item 5 – Other Information

None

Item 6 – Exhibits

Exhibit 11 Statement regarding Computation of Per Share Earnings (included in Note 1 to the Consolidated Financial Statements).

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of President & Chief Executive Officer

Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer & Treasurer

Exhibit 32.1 Certification of President & Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Exhibit 32.1 Certification of Chief Financial Officer & Treasurer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CONSUMERS BANCORP, INC.
                    (Registrant)
Date: November 14, 2006  

/s/ Steven L Muckley

  Steven L. Muckley
  President & Chief Executive Officer
Date: November 14, 2006  

/s/ Renee K. Wood

  Renee K. Wood
  Chief Financial Officer & Treasurer

 

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