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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

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

For Quarter Ended September 30, 2007

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-24147

 


KILLBUCK BANCSHARES, INC.

(Exact name of registrant as specified in its Charter)

 


 

OHIO   34-1700284

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

165 N. Main Street, Killbuck, OH 44637

(Address of principal executive offices and zip code)

(330) 276-2771

(Registrant’s telephone number, including area code)

 


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act.

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

State the number of shares outstanding for each of the issuer’s classes of common equity as of the latest practicable date:

Class: Common Stock, no par value

Outstanding at October 31, 2007: 630,263.

 



Table of Contents

KILLBUCK BANCSHARES, INC.

Index

 

         Page Number
PART I. FINANCIAL INFORMATION   

        Item 1.

  Financial Statements (Unaudited):   
  Consolidated Balance Sheet as of September 30, 2007 and December 31, 2006    3
  Consolidated Statement of Income for the nine months ended September 30, 2007 and 2006    4
  Consolidated Statement of Income for the three months ended September 30, 2007 and 2006    5
  Consolidated Statement of Changes In Shareholders’ Equity for the nine months ended September 30, 2007    6
  Consolidated Statement of Cash Flows for the nine months ended September 30, 2007 and 2006    7
  Notes to Unaudited Consolidated Financial Statements    8-10

        Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    11-20

        Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    21-22

        Item 4.

  Controls and Procedures    23
PART II. OTHER INFORMATION   

        Item 1.

  Legal Proceedings    24
        Item 1A.   Risk Factors    24
        Item 2.   Unregistered Sales of Equity Securities and Proceeds    24
        Item 3.   Default Upon Senior Securities    25
        Item 4.   Submissions of Matters to a Vote of Security Holders    25
        Item 5.   Other Information    25
        Item 6.   Exhibits    25
SIGNATURES    26

 

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Killbuck Bancshares, Inc.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

 

     September 30,
2007
    December 31,
2006
 

ASSETS

    

Cash and cash equivalents:

    

Cash and amounts due from depository institutions

   $ 13,869,688     $ 14,732,362  

Federal funds sold

     23,770,000       27,973,000  
                

Total cash and cash equivalents

     37,639,688       42,705,362  
                

Investment securities:

    

Securities available for sale

     45,755,485       34,752,975  

Securities held to maturity (fair value of $ 33,718,894 and $ 30,684,221)

     33,154,502       29,992,583  
                

Total investment securities

     78,909,987       64,745,558  
                

Loans (net of allowance for loan losses of $ 2,548,961 and $ 2,393,705)

     199,605,201       191,932,069  

Loans held for sale

     389,900       172,500  

Premises and equipment, net

     6,127,509       5,713,596  

Accrued interest receivable

     2,141,518       1,396,267  

Goodwill, net

     1,329,249       1,329,249  

Other assets

     5,413,231       5,210,886  
                

Total assets

   $ 331,556,283     $ 313,205,487  
                

LIABILITIES

    

Deposits:

    

Noninterest bearing demand

   $ 47,862,788     $ 48,693,192  

Interest bearing demand

     28,026,808       30,473,620  

Money market

     17,615,841       15,050,083  

Savings

     36,318,835       37,744,514  

Time

     150,234,933       132,339,103  
                

Total deposits

     280,059,205       264,300,512  

Federal Home Loan Bank advances

     2,713,821       3,243,371  

Short-term borrowings

     6,130,372       5,310,281  

Accrued interest and other liabilities

     1,331,028       1,217,526  
                

Total liabilities

     290,234,426       274,071,690  
                

SHAREHOLDERS’ EQUITY

    

Common stock – No par value: 1,000,000 shares authorized, 718,431 issued

     8,846,670       8,846,670  

Retained earnings

     40,110,615       37,315,334  

Accumulated other comprehensive income

     198,825       4,892  

Treasury stock, at cost (86,788 and 79,789 shares)

     (7,834,253 )     (7,033,099 )
                

Total shareholders’ equity

     41,321,857       39,133,797  
                

Total liabilities and shareholders’ equity

   $ 331,556,283     $ 313,205,487  
                

See accompanying notes to the unaudited consolidated financial statements.

 

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

 

     Nine Months Ended
September 30,
   2007    2006

INTEREST INCOME

     

Interest and fees on loans

   $ 12,740,769    $ 12,226,647

Federal funds sold

     913,114      716,946

Investment securities:

     

Taxable

     1,574,074      774,970

Exempt from federal income tax

     1,050,831      1,055,955
             

Total interest income

     16,278,788      14,774,518
             

INTEREST EXPENSE

     

Deposits

     5,737,833      3,898,803

Federal Home Loan Bank advances

     126,123      196,443

Short term borrowings

     108,132      78,883
             

Total interest expense

     5,972,088      4,174,129
             

NET INTEREST INCOME

     10,306,700      10,600,389

Provision for loan losses

     127,119      120,000
             

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     10,179,581      10,480,389
             

NON INTEREST INCOME

     

Service charges on deposit accounts

     847,809      676,819

Gain on sale of loans, net

     8,019      24,175

Other income

     220,482      229,926
             

Total non interest income

     1,076,310      930,920
             

NON INTEREST EXPENSE

     

Salaries and employee benefits

     3,652,358      3,493,800

Occupancy expense

     231,382      247,193

Equipment expense

     499,151      487,128

Professional fees

     201,126      229,824

Franchise tax

     355,279      343,381

Other expenses

     1,242,039      1,248,943
             

Total non interest expense

     6,181,335      6,050,269
             

INCOME BEFORE INCOME TAXES

     5,074,556      5,361,040

Income taxes

     1,420,300      1,489,713
             

NET INCOME

   $ 3,654,256    $ 3,871,327
             

Earnings per common share

   $ 5.74    $ 6.02
             

Weighted average shares outstanding

     636,361      643,189
             

Dividends Declared Per Share

   $ 1.35    $ 1.20
             

See accompanying notes to the unaudited consolidated financial statements.

 

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

 

     Three Months Ended
September 30,
   2007    2006

INTEREST INCOME

     

Interest and fees on loans

   $ 4,235,981    $ 4,181,992

Federal funds sold

     333,295      231,403

Investment securities:

     

Taxable

     563,266      334,691

Exempt from federal income tax

     363,217      361,794
             

Total interest income

     5,495,759      5,109,880
             

INTEREST EXPENSE

     

Deposits

     2,015,293      1,439,445

Federal Home Loan Bank advances

     39,453      57,961

Short term borrowings

     33,163      29,719
             

Total interest expense

     2,087,909      1,527,125
             

NET INTEREST INCOME

     3,407,850      3,582,755

Provision for loan losses

     60,000      —  
             

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     3,347,850      3,582,755
             

NON INTEREST INCOME

     

Service charges on deposit accounts

     297,694      228,651

Gain on sale of loans, net

     3,649      4,184

Other income

     75,506      71,007
             

Total non interest income

     376,849      303,842
             

NON INTEREST EXPENSE

     

Salaries and employee benefits

     1,244,488      1,175,995

Occupancy expense

     75,127      83,391

Equipment expense

     167,073      174,403

Professional fees

     59,187      53,615

Franchise tax

     133,109      117,199

Other expenses

     433,801      412,606
             

Total non interest expense

     2,112,785      2,017,209
             

INCOME BEFORE INCOME TAXES

     1,611,914      1,869,388

Income taxes

     438,234      507,809
             

NET INCOME

   $ 1,173,680    $ 1,361,579
             

Earnings per common share

   $ 1.85    $ 2.12
             

Weighted average shares outstanding

     634,383      641,491
             

Dividends Declared Per Share

   $ .00    $ .00
             

See accompanying notes to the unaudited consolidated financial statements.

 

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2007

 

     Common
Stock
   Retained
Earnings
    Accumulated
Other
Comprehensive
Income
   Treasury
Stock
    Total
Shareholders’
Equity
    Comprehensive
Income

Balance, December 31, 2006

   $ 8,846,670    $ 37,315,334     $ 4,892    $ (7,033,099 )   $ 39,133,797    

Net income

        3,654,256            3,654,256     $ 3,654,256

Purchase of Treasury stock, at cost (6,999 shares)

             (801,154 )     (801,154 )  

Other comprehensive income:

              

Net unrealized gain on securities, net of tax $ 99,905

          193,933        193,933       193,933
                  

Comprehensive income

               $ 3,848,189
                  

Cash dividends paid ($1.35 per share)

        (858,975 )          (858,975 )  
                                        

Balance, September 30, 2007

   $ 8,846,670    $ 40,110,615     $ 198,825    $ (7,834,253 )   $ 41,321,857    
                                        

See accompanying notes to the unaudited consolidated financial statements.

 

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

     Nine Months Ended
September 30,
 
   2007     2006  

Operating Activities

    

Net income

   $ 3,654,256       3,871,327  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for loan losses

     127,119       120,000  

Gain on sale of loans

     (8,019 )     (24,175 )

Provision for depreciation and amortization

     272,195       259,825  

Origination of loans held for sale

     (4,061,980 )     (6,031,735 )

Proceeds from the sale of loans

     3,852,599       6,022,510  

Federal Home Loan Bank stock dividend

     (19,700 )     (53,600 )

Net change in:

    

Accrued interest and other assets

     (932,170 )     (848,532 )

Accrued expenses and other liabilities

     17,871       78,686  
                

Net cash provided by operating activities

     2,902,171       3,394,306  
                

INVESTING ACTIVITIES

    

Investment securities available for sale:

    

Proceeds from maturities and repayments

     8,236,561       1,471,930  

Purchases

     (18,930,305 )     (12,919,660 )

Investment securities held to maturity:

    

Proceeds from maturities and repayments

     495,913       1,555,548  

Purchases

     (3,670,842 )     (3,840,166 )

Net (increase) decrease in loans

     (7,800,251 )     9,149,768  

Purchase of premises and equipment

     (768,026 )     (490,569 )

Decrease in Other Real Estate Owned

     80,000       620,000  
                

Net cash used in investing activities

     (22,356,950 )     (4,453,149 )
                

FINANCING ACTIVITIES

    

Net decrease in demand, money market and savings deposits

     (2,137,137 )     (10,076,915 )

Net increase in time deposits

     17,895,830       13,086,462  

Proceeds from Federal Home Loan Bank advances

     —         10,481  

Repayment of Federal Home Loan Bank advances

     (529,550 )     (2,569,926 )

Net increase in short term borrowings

     820,091       890,000  

Purchase of Treasury stock

     (801,154 )     (763,410 )

Dividends paid

     (858,975 )     (770,670 )
                

Net cash provided by (used in) financing activities

     14,389,105       (193,978 )
                

Net decrease in cash and cash equivalents

     (5,065,674 )     (1,252,821 )

Cash and cash equivalents at beginning of period

     42,705,362       33,331,294  
                

Cash and cash equivalents at end of period

   $ 37,639,688     $ 32,078,473  
                

Supplemental Disclosures of Cash Flows Information

    

Cash paid during the period for:

    

Interest on deposits and borrowings

   $ 5,939,936     $ 4,134,658  
                

Income taxes

   $ 1,421,760     $ 1,456,287  
                

See accompanying notes to the unaudited consolidated financial statements.

 

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Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Killbuck Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary Killbuck Savings Bank Company (the “Bank”). All significant intercompany balances and transactions have been eliminated in the consolidation.

The accompanying reviewed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments, which are, in the opinion of management, necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

These statements should be read in conjunction with the consolidated statements of and for the year ended December 31, 2006 and related notes which are included on the Form 10-K (file no. 000-24147)

NOTE 2 – EARNINGS PER SHARE

The Company currently maintains a simple capital structure; therefore, there are no dilutive effects on earnings per share. As such, earnings per share are calculated using the weighted number of shares for the period.

NOTE 3 – COMPREHENSIVE INCOME

The Company is required to present comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is comprised of the following:

 

     Nine Months
Ended
September 30, 2007
    Nine Months
Ended
September 30, 2006
 

Net income

   $ 3,654,256     $ 3,871,327  

Other comprehensive income:

    

Net unrealized gain (loss) on securities

     293,838       87,971  

Tax effect

     (99,905 )     (29,910 )
                

Total comprehensive income

   $ 3,848,189     $ 3,929,388  
                
    

Three Months
Ended

September 30, 2007

   

Three Months
Ended

September 30, 2006

 

Net income

   $ 1,173,680     $ 1,361,579  

Other comprehensive income:

    

Net unrealized gain (loss) on securities

     483,689       335,798  

Tax effect

     (164,454 )     (114,171 )
                

Total comprehensive income

   $ 1,492,915     $ 1,583,206  
                

 

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Recent Accounting Pronouncements

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements , which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In September 2006, the FASB issued FAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R) . FAS No. 158 requires that a company recognize the overfunded or underfunded status of its defined benefit post retirement plans (other than multiemployer plans) as an asset or liability in its statement of financial position and that it recognize changes in the funded status in the year in which the changes occur through other comprehensive income. FAS No. 158 also requires the measurement of defined benefit plan assets and obligations as of the fiscal year end, in addition to footnote disclosures. FAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115, which provides all entities with an option to report selected financial assets and liabilities at fair value. The objective of the FAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting. FAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007 provided the entity also elects to apply the provisions of FAS No. 157, Fair Value Measurements. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes . FIN 48 is an interpretation of FAS No. 109, Accounting for Income Taxes , and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. In addition, FIN No. 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective for fiscal years beginning after December 15, 2006. The adoption had no material impact.

In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-4 (“EITF 06-4”), Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements . The guidance is applicable to endorsement split-dollar life insurance arrangements, whereby the employer owns and controls the insurance policy, that are associated with a postretirement benefit. EITF 06-4 requires that for a split-dollar life insurance arrangement within the scope of the Issue, an employer should recognize a liability for future benefits in accordance with FAS No. 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles Board Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations or financial condition.

 

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In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-5(“EITF 06-5”), Accounting for Purchases of Life Insurance—Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance . EITF 06-5 states that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. EITF 06-5 also states that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). EITF 06-5 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations or financial condition.

In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 (“EITF 06-10”), Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements . EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact the adoption of the EITF will have on the Company’s results of operations or financial condition.

In June 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-11 (“EITF 06-11”), Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards . EITF 06-11 applies to share-based payment arrangements with dividend protection features that entitle employees to receive (a) dividends on equity-classified nonvested shares, (b) dividend equivalents on equity-classified nonvested share units, or (c) payments equal to the dividends paid on the underlying shares while an equity-classified share option is outstanding, when those dividends or dividend equivalents are charged to retained earnings under FAS No. 123R, Share-Based Payment , and result in an income tax deduction for the employer. A consensus was reached that a realized income tax benefit from dividends or dividend equivalents that are charged to retained earnings and are paid to employees for equity-classified nonvested equity shares, nonvested equity share units, and outstanding equity share options should be recognized as an increase in additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions. Killbuck Bancshares, Inc. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The Company conducts no significant business or operations of its own other than holding all of the outstanding stock of the Killbuck Savings Bank Company. As a result, references to the Company generally refer to the Bank unless the context indicates otherwise.

Critical Accounting Policies

The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2006. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

Allowance for Loan Losses - Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio.

Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2006.

Goodwill and Other Intangible Assets - As discussed in Note 7 of the consolidated financial statements, filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2006, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash flows for future periods. If the future cash flows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value.

Deferred Tax Assets - We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 14 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2006.

 

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Financial Condition

Total assets at September 30, 2007 were $331,556,000 compared to $313,205,000 at December 31, 2006.

Cash and cash equivalents decreased by $5,065,000 or 11.9% from December 31, 2006, to September 30, 2007, with federal funds sold decreasing $4,203,000. The decrease was used to partially fund the increase in the Bank’s loan portfolio.

Investment securities available for sale increased by $11,002,000 or 31.7% from December 31, 2006, to September 30, 2007, due to an effort to rebuild the securities portfolio. Investments held to maturity increased $3,162,000 or 10.5% due to the same planned rebuilding of the portfolio.

Net loans increased by $7,673,000 or 4.0% from December 31, 2006 to September 30, 2007. An increase of $9,575,000 occurred in the real estate loan category, which is attributable primarily to commercial lending activity which was offset by decreases of $6,530,000 in the residential and $2,994,000 in farm lending. Management believes the residential and residential construction loan activities have slowed significantly in the Bank’s lending area, and a very competitive interest rate environment exists in the bank’s commercial lending marketplace. Commercial and other loan balances increased by $7,403,000. The Consumer loans balance increased by $219,000.

Total deposits at September 30, 2007 were $280,059,000 compared to $264,301,000 at December 31, 2006. Time deposits increased $17,896,000, demand accounts decreased $3,277,000 and money market and savings accounts increased $1,140,000. Management attributes these changes to the increase in Time deposit interest rates. While these rates will begin to decrease, Management does not expect the balances to decrease. Management believes the demand accounts decreases are attributable to several different reasons including normal fluctuations due to customer usage, and the disintermediation into other financial markets.

Federal Home Loan Bank advances had a net decrease of $529,000 due to maturities and scheduled repayments, and short-term borrowings increased $820,000 at September 30, 2007 from December 31, 2006.

Shareholders’ Equity increased by $2,188,000 or 5.6%, which was mainly due to earnings of $3,654,000 for the first nine months of 2007 and a $194,000 unrealized gain on securities included in other comprehensive income, decreased by dividends paid totaling $859,000 and by the purchase of Treasury stock for $801,000. Treasury stock purchases are monitored against the Company’s Strategic Plan and the goals set forth in the plan. The Treasury stock purchases have not exceeded the Strategic Plan’s guidelines for the first nine months of 2007. Management monitors risk-based capital and leveraged capital ratios in order to assess compliance of the regulatory guidelines. At September 30, 2007, the total capital ratio was 18.92%; the Tier I capital ratio was 17.78%, and the leverage ratio was 12.26%, compared to regulatory capital requirements of 8.00%, 4.00%, and 4.00% respectively. These ratios are well in excess of regulatory capital requirements.

 

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RESULTS OF OPERATIONS

Comparison of the Nine Months Ended September 30, 2007 and 2006

Net income for the nine-month period ended September 30, 2007, was $3,654,000, a decrease of $217,000 or 5.6% from the $3,871,000 reported at September 30, 2006.

Total interest income of approximately $16,279,000 for the nine-month period ended September 30, 2007, compares to $14,774,000 for the same period in 2006, an increase of $1,505,000 or 10.2%. The increase in total interest income is primarily attributable to Investment securities - taxable. Investment income on taxable securities increased $790,000 or 100.1% for the nine-month period ended September 30, 2007 compared to the same period for 2006. The increase in investment income on taxable securities is primarily due to an increase in volume. Average investment balances on taxable securities were $38,842,000 compared to $19,646,000 and the yields were 5.2% compared to 4.8% for the first nine months of 2007 and 2006 respectively. The Interest and fees on loans increased $515,000 or 4.2% for the nine-month period ended September 30, 2007 compared to the same period for 2006. The increase in interest and fees on loans is due to an increase in the average yield on the underlying principle balances. See “Average Balance Sheet” for the nine-month periods ended September 30, 2007 and 2006. The yield on loans increased to 8.36% for the first nine months of 2007 compared to 7.98% for the first nine months of 2006. Average loan balances were $203,298,000 for the first nine months of 2007 compared to $204,175,000 for the first nine months of 2006.

Total interest expense of $5,972,000 for the nine-month period ending September 30, 2006 represents an increase of $1,798,000 from the $4,174,000 reported for the same nine-month period in 2006. The increase in interest expense on deposits of $1,839,000 is due mainly to an increase in volume, specifically the Time deposits. Average Time deposits were $ 142,019,000 for the first nine months of 2007 compared to $ 113,104,000 for the first nine months of 2006. The cost of Time deposits was 4.64% compared to 3.75% for this nine-month period of 2007 and 2006, respectively. See “Average Balance Sheet” for the nine-month periods ended September 30, 2007 and 2006. Average interest-bearing deposits were $225,842,000 for the first nine months of 2007 compared to $202,582,000 for the first nine months of 2006. The cost on interest bearing deposits was 3.4%, compared to 2.6% for the nine-month periods of 2007 and 2006 respectively.

Net interest income of $10,307,000 for the nine months ended September 30, 2007, compares to $10,600,000 for the same nine-month period in 2006, a decrease of $293,000 or 2.8%. Management expects the cost on average interest-bearing liabilities to begin to decrease while the current competitive loan-pricing environment continues to exert a downward pressure on the yields on loans. The net interest margin is expected to continue to experience compression in 2007.

Total non-interest income for the nine-month period ended September 30, 2007, of $1,076,000 compares to $931,000 for the same nine-month period in 2006, an increase of $145,000 or 15.6%. The increase of $171,000 in service charges on deposit accounts was attributable primarily to an increase in the Non-sufficient funds (NSF) charge. The net Non-sufficient funds fees and overdraft fees increased $174,000 in 2007 on a comparative basis to 2006 due to the Non-sufficient funds (NSF) fee increase May 1, 2006 and the introduction of a new NSF program in the fourth quarter of 2006. The NSF fee increase was partially offset by an increase in the volume of accounts in the free checking account product category. Gain on sale of loans decreased $16,000 due to the decline in residential lending and an in-house fixed rate loan product. Other income decreased $10,000 due to the decrease of $4,000 in alternative investment income and miscellaneous service charges decreased approximately $6,000.

Total non-interest expense of $6,181,000 for the nine months ended September 30, 2007, compares to $6,050,000 for the same nine-month period in 2006. This represents an increase of $131,000 or 2.2%. Salary and employee benefits increased approximately $158,000. Approximately $30,000 of the $158,000 increase was due to increased medical group insurance costs and the remaining expense was due to normal increases in salaries and employee benefits. Salaries and Benefits were partially offset by a $29,000 decrease in Professional fees and approximately a $16,000 decrease in Occupancy expense. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

 

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2007 and 2006

Net income for the three-month period ended September 30, 2007, was $1,174,000, a decrease of $188,000 or 13.8% from the $1,362,000 reported at September 30, 2006.

Total interest income of approximately $5,496,000 for the three-month period ended September 30, 2007, compares to $5,110,000 for the same period in 2006, an increase of $386,000 or 7.6%. The increase in total interest income is primarily attributable to an increase in the Investment securities category specifically taxable issues. The increase in interest on investment securities – taxable of $225,000 was due to an increase in the average balances outstanding of $41,571,000 for 2007 compared to $24,831,000 for 2006 and the yield was 5.19% compared to 5.06% for this three-month period of 2007 and 2006 respectively. See “Average Balance Sheet” for the three-month periods ended September 30, 2007 and 2006. Interest and fees on loans increased $54,000 or 1.3% for the three-month period ended September 30, 2007 compared to the same period for 2006. The increase in interest and fees on loans is due to an increase in the volume of principle loan balances. Average loan balances were $202,252,000 compared to $200,225,000, and the yield was 8.38% compared to 8.35% for this three-month period of 2007 and 2006 respectively. See “Average Balance Sheet” for the three-month periods ended September 30, 2007 and 2006.

Total interest expense of $2,088,000 for the three-month period ending September 30, 2007, represents an increase of $561,000 from the $1,527,000 reported for the same three-month period in 2006. The increase in interest expense on deposits of $576,000 is due mainly to increases in the average interest bearing deposits, specifically the Time deposits. The average interest-bearing Time deposits were $147,624,000 for this three-month period of 2007 compared to $117,274,000 for the same three months of 2006. The cost of Time deposits was 4.73% compared to 4.07% for this three-month period of 2007 and 2006, respectively. Average interest-bearing deposits were $229,885,000 for this three-month period of 2007 compared to $203,740,000 for the same three months of 2006. The cost of interest bearing deposits was 3.5% compared to 2.8% for this three-month period of 2007 and 2006 respectively.

Net interest income of $3,408,000 for the three months ended September 30, 2007, compares to $3,583,000 for the same three-month period in 2006, a decrease of $175,000 or 4.9%. Management expects the current competitive loan pricing environment to continue exerting a downward pressure on the yields on loans. The net interest margin is expected to continue to decrease in 2007.

Total non-interest income for the three-month period ended September 30, 2007, of $377,000 compares to $304,000 for the same three-month period in 2006, an increase of $73,000 or 24.0%. The service fee income on deposits increased $69,000 primarily due to the $67,000 increase in the Non-sufficient funds (NSF) income. A new NSF program was introduced in the fourth quarter of 2006.

Total non-interest expense of $2,113,000 for the three months ended September 30, 2007, compares to $2,017,000 for the same three-month period in 2006. This represents an increase of $96,000 or 4.8%. Salary and employee benefits increased $68,000. Of this $68,000 approximately $36,000 is due to increased medical group insurance costs and the remaining expense was due to normal increases in salaries and employee benefits. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

 

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Table of Contents

Liquidity

Management monitors projected liquidity needs and determines the level desirable based in part on the Company’s commitments to make loans and management’s assessment of the Company’s ability to generate funds.

The primary sources of funds are deposits, repayment of loans, maturities of investments, funds provided from operations and advances from the FHLB of Cincinnati. While scheduled repayments of loans and maturities of investment securities are predictable sources of funds, deposit flows and loan repayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its sources of funds to fund existing and future loan commitments, to fund maturing time deposits and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses.

Cash and amounts due from depository institutions and federal funds sold totaled $37,640,000 at September 30, 2007. These assets provide the primary source of liquidity for the Company. In addition, management has designated a portion of the investment portfolio, $45,755,000 as available for sale and has an available unused line of credit of $40,063,000 with the Federal Home Loan Bank of Cincinnati to provide additional sources of liquidity at September 30, 2007. As of September 30, 2007, the Company had commitments to fund loans of approximately $1,974,000 and unused lines of credit totaling $41,473,000.

Cash was provided during the nine month period ended September 30, 2007, mainly from operating activities of $2.9 million, the maturities and repayments of investment securities of $8.7 million, and a net increase in deposits of $15.8 million. A net decrease in Other Real Estate Owned of $.1 million, and an increase in short-term borrowings of $.8 million also contributed. Cash was used during the nine month period ended September 30, 2007, mainly to fund the purchase of investment securities of $22.6 million, to fund a net increase in loans of $7.8 million, and for a net decrease of $.5 million in Federal Home Loan Bank advances. In addition, $.8 million was used to purchase equipment, $.8 million was used to purchase Treasury Stock, and $.9 million was used to pay dividends to shareholders. Cash and cash equivalents totaled $37.6 million at September 30, 2007, a decrease of $5.1 million from $42.7 million at December 31, 2006.

Management is not aware of any conditions, including any regulatory recommendations or requirements, which would adversely affect its liquidity or ability to meet its funding needs in the normal course of business.

 

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Table of Contents

Risk Elements

The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans and repossessed assets at September 30, 2007, and December 31, 2006. The Company ceased accruing interest on residential mortgages secured by real estate and consumer loans when principal or interest payments were delinquent 90 days or more. Commercial loans, that are 90 days or more past due, are reviewed by the Executive Vice President and the loan officer to determine whether they will be classified as nonperforming. These officers review various factors, which include, but are not limited to, the timing of the maturity of the loan in relation to the ability to collect, whether the loan is deemed to be well secured, whether the loan is in the process of collection, and the favorable results of the analysis of customer financial data. A nonperforming loan will only be re-classified as a performing loan when stringent criteria have been met. At the time the accrual of interest is discontinued, future income is recognized only when cash is received or the loan has been returned to performing loan status. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as of result of the deterioration of the borrower.

 

     September 30,
2007
    December 31,
2006
 
   (dollars in thousands)  

Loans on nonaccrual basis

   $ 459     $ 471  

Loans past due 90 days or more

     —         —    

Renegotiated loans

     —         —    
                

Total nonperforming loans

     459       471  

Other real estate

     —         80  

Repossessed assets

     —         —    
                

Total nonperforming assets

   $ 459     $ 551  
                

Nonperforming loans as a percent of total loans

     0.23 %     0.24 %

Nonperforming loans as a percent of total assets

     0.14 %     0.15 %

Nonperforming assets as a percent of total assets

     0.14 %     0.18 %

Management monitors impaired loans on a continual basis. As of September, 2007, impaired loans had no material effect on the Company’s financial position or results from operations.

The allowance for loan losses at September 30, 2007, totaled $2,549,000 or 1.26% of total loans as compared to $2,394,000 or 1.23% at December 31, 2006. Provisions for loan losses were $127,000 for the nine months ended September 30, 2007 and $120,000 for the nine months ended September 30, 2006.

The level of funding for the provision is a reflection of the overall loan portfolio. Nonperforming loans consist of approximately $321,000 in commercial real estate and $138,000 in one to four family residential mortgages. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in management’s opinion.

Management performs a quarterly evaluation of the allowance for loan losses. The evaluation incorporates internal loan review, actual historical losses, as well as any negative economic trends in the local market. The evaluation is presented to and approved by the Board of Directors. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate to provide for the inherent risk of loss in its portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods.

 

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Table of Contents

AVERAGE BALANCE SHEET

Average Balance Sheet for the Nine Month Period Ended September 30

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented.

 

     Period Ended  
     2007     2006  
     Average
Balance
    Interest    Yield/
Rate
    Average
Balance
    Interest    Yield/
Rate
 

Assets

              

Interest Earnings Assets:

              

Loans (1)(2)(3)

   $ 203,297,871     $ 12,740,769    8.36 %   $ 204,174,682     $ 12,226,647    7.98 %

Securities-taxable (4)

     38,842,068       1,501,478    5.15 %     19,645,606       710,622    4.82 %

Securities-nontaxable (4)

     31,828,071       1,050,831    4.40 %     32,086,520       1,055,955    4.39 %

Securities-Equity (4,5)

     1,680,628       72,596    5.76 %     1,622,949       64,348    5.29 %

Federal funds sold

     23,200,924       913,114    5.25 %     19,733,436       716,946    4.84 %
                                          

Total interest earnings assets

     298,849,562       16,278,788    7.26 %     277,263,193       14,774,518    7.10 %
                                          

Noninterest earning assets:

              

Cash and due from other institutions

     10,507,877            9,892,512       

Premises and equipment, net

     5,817,197            5,240,857       

Accrued interest

     1,453,017            1,140,853       

Other assets

     5,837,800            5,714,161       

Less allowance for loan losses

     (2,451,509 )          (2,391,973 )     
                          

Total noninterest earnings assets

     21,164,382            19,596,410       
                          

Total Assets

   $ 320,013,944          $ 296,859,603       
                          

Liabilities and Shareholders’ Equity

              

Interest bearing liabilities:

              

Interest bearing demand

     27,141,403       119,554    0.59 %     31,025,385       132,763    0.57 %

Money market accounts

     19,467,642       394,599    2.70 %     18,223,824       311,368    2.28 %

Savings deposits

     37,214,597       284,516    1.02 %     40,229,597       274,483    0.91 %

Time deposits

     142,018,599       4,939,164    4.64 %     113,103,522       3,180,189    3.75 %

Short term borrowings

     5,168,874       108,132    2.79 %     3,924,436       78,883    2.68 %

Federal Home Loan Advances

     2,941,388       126,123    5.72 %     5,142,109       196,443    5.09 %
                                          

Total interest bearing liabilities

     233,952,503       5,972,088    3.40 %     211,648,873       4,174,129    2.63 %
                                          

Noninterest bearing liabilities:

              

Demand deposits

     44,239,812            45,730,856       

Accrued expenses and other liabilities

     3,298,436            3,267,649       
                          

Total noninterest bearing liabilities

     47,538,248            48,998,505       
                          

Shareholders’ equity

     38,523,193            36,212,225       
                          

Total Liabilities and Shareholders’ Equity

   $ 320,013,944          $ 296,859,603       
                          

Net interest income

     $ 10,306,700        $ 10,600,389   
                      

Interest rate spread (6)

        3.86 %        4.47 %
                      

Net yield on interest earning assets (7)

        4.60 %        5.10 %
                      

(1) For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
(2) Included in loan interest income are loan related fees of $266,147 and $248,723 in 2007 and 2006, respectively.
(3) Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
(4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
(5) Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
(6) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
(7) Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

 

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Table of Contents

AVERAGE BALANCE SHEET

 

Average Balance Sheet for the Three-Month Period Ended September 30

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented.

 

     Period Ended  
     2007     2006  
     Average
Balance
    Interest    Yield/
Rate
    Average
Balance
    Interest    Yield/
Rate
 

Assets

              

Interest Earnings Assets:

              

Loans (1)(2)(3)

   $ 202,251,651     $ 4,235,981    8.38 %   $ 200,224,658     $ 4,181,992    8.35 %

Securities-taxable (4)

     41,570,652       539,209    5.19 %     24,831,480       313,919    5.06 %

Securities-nontaxable (4)

     32,887,881       363,217    4.42 %     32,988,706       361,794    4.39 %

Securities-Equity (4,5)

     1,680,910       24,057    5.72 %     1,640,469       20,772    5.06 %

Federal funds sold

     25,991,815       333,295    5.13 %     17,665,447       231,403    5.24 %
                                          

Total interest earnings assets

     304,382,909       5,495,759    7.22 %     277,350,760       5,109,880    7.37 %
                                          

Noninterest earning assets:

              

Cash and due from other institutions

     10,729,460            9,774,850       

Premises and equipment, net

     5,993,462            5,369,594       

Accrued interest

     1,443,927            1,212,836       

Other assets

     5,889,582            5,767,009       

Less allowance for loan losses

     (2,501,740 )          (2,418,710 )     
                          

Total noninterest earnings assets

     21,554,691            19,705,579       
                          

Total Assets

   $ 325,937,600          $ 297,056,339       
                          

Liabilities and Shareholders’ Equity

              

Interest bearing liabilities:

              

Interest bearing demand

   $ 26,230,167       39,194    0.60 %   $ 30,276,825       44,301    0.59 %

Money market accounts

     19,681,760       138,136    2.81 %     17,110,971       106,992    2.50 %

Savings deposits

     36,348,964       93,738    1.03 %     39,078,060       94,799    0.97 %

Time deposits

     147,623,817       1,744,225    4.73 %     117,274,243       1,193,353    4.07 %

Short term borrowings

     5,443,314       33,163    2.44 %     3,882,231       29,719    3.06 %

Federal Home Loan Advances

     2,765,560       39,453    5.71 %     3,889,608       57,961    5.96 %
                                          

Total interest bearing liabilities

     238,093,582       2,087,909    3.51 %     211,511,938       1,527,125    2.89 %
                                          

Noninterest bearing liabilities:

              

Demand deposits

     45,370,443            45,107,976       

Accrued expenses and other liabilities

     4,659,626            4,809,785       
                          

Total noninterest bearing liabilities

     50,030,069            49,917,761       
                          

Shareholders’ equity

     37,813,949            35,626,640       
                          

Total Liabilities and Shareholders’ Equity

   $ 325,937,600          $ 297,056,339       
                          

Net interest income

     $ 3,407,850        $ 3,582,755   
                      

Interest rate spread (6)

        3.71 %        4.48 %
                      

Net yield on interest earning assets (7)

        4.48 %        5.17 %
                      

(1) For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
(2) Included in loan interest income are loan related fees of $99,806 and $87,196 in 2007 and 2006, respectively.
(3) Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
(4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
(5) Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
(6) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
(7) Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

 

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Table of Contents

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes in rate multiplied by old average volume). Changes, which are not solely attributable to rate, or volume are allocated to changes in rate due to rate sensitivity of interest-earning assets and interest-bearing liabilities (dollars in thousands).

 

     Nine-Month Period Ended September
2007 Compared to 2006
Increase (Decrease) Due To
 
     Volume     Rate     Net  

Interest income

      

Loans

   $ (70 )   $ 585     $ 515  

Securities-taxable

     924       (134 )     790  

Securities-nontaxable

     (11 )     6       (5 )

Securities-equities

     3       6       9  

Federal funds sold

     168       28       196  
                        

Total interest earning Assets

     1,014       491       1,505  
                        

Interest expense

      

Interest bearing demand

     (22 )     9       (13 )

Money market accounts

     28       56       84  

Savings deposits

     (27 )     36       9  

Time deposits

     1,084       675       1,759  

Short-term borrowing

     33       (4 )     29  

Federal Home Loan Bank

      

Advances

     (112 )     42       (70 )
                        

Total interest bearing Liabilities

     984       814       1,798  
                        

Net change in net interest income

   $ 30     $ (323 )   $ (293 )
                        

 

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Table of Contents

Rate/Volume Analysis

 

The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes in rate multiplied by old average volume). Changes, which are not solely attributable to rate, or volume are allocated to changes in rate due to rate sensitivity of interest-earning assets and interest-bearing liabilities (dollars in thousands).

 

     Three-Month Period Ended September
2007 Compared to 2006
Increase (Decrease) Due To
 
     Volume     Rate     Net  

Interest income

      

Loans

   $ 169     $ (115 )   $ 54  

Securities-taxable

     847       (622 )     225  

Securities-nontaxable

     (4 )     5       1  

Securities-equities

     2       1       3  

Federal funds sold

     436       (333 )     103  
                        

Total interest earning Assets

     1,450       (1,064 )     386  
                        

Interest expense

      

Interest bearing demand

     (24 )     19       (5 )

Money market accounts

     64       (33 )     31  

Savings deposits

     (27 )     26       (1 )

Time deposits

     1,235       (684 )     551  

Short-term borrowing

     48       (45 )     3  

Federal Home Loan Bank

      

Advances

     (67 )     49       (18 )
                        

Total interest bearing Liabilities

     1,229       (668 )     561  
                        

Net change in net interest income

   $ 221     $ (396 )   $ (175 )
                        

 

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Table of Contents

Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Market risk for the Company is comprised primarily from interest rate risk exposure and liquidity risk. Since virtually all of the interest-earning assets and paying liabilities are at the Bank, virtually all of the interest rate risk and liquidity risk lies at the Bank level. The Bank is not subject to any trading risk. In addition, the Bank does not participate in hedging transactions such as interest rate swaps and caps. Changes in interest rates will impact both income and expense recorded and also the market values of long-term interest-earnings assets. Interest rate risk and liquidity risk management is performed at the Bank level. Although the Bank has a diversified loan portfolio, loans outstanding to individuals and businesses are dependent upon the local economic conditions in the immediate trade area.

One of the principal functions of the Company’s asset/liability management program is to monitor the level to which the balance sheet is subject to interest rate risk. The goal of the asset/liability program is to manage the relationship between interest rate sensitive assets and liabilities, thereby minimizing the fluctuations in the net interest margin, which achieves consistent growth of net interest income during periods of changing interest rates.

Interest rate sensitivity is the result of differences in the amounts and repricing dates of a bank’s rate sensitive assets and rate sensitive liabilities. These differences, or interest rate repricing “gap” provide an indication of the extent that the Company’s net interest income is affected by future changes in interest rates. During a period of rising interest rates, a positive gap, a position of more rate sensitive assets than rate sensitive liabilities, is desired. During a falling interest rate environment, a negative gap is desired, that is, a position in which rate sensitive liabilities exceeds rate sensitive assets.

At September 30, 2007 the Company had a cumulative positive gap of $16.9 million or 5.01% at the one-year horizon. The gap analysis indicates that if interest rates were to rise 200 basis points (2.00%), the Company’s net interest income would improve at the one-year horizon because the Company’s rate sensitive assets would reprice faster than rate sensitive liabilities. Conversely, if rates were to fall 200 basis points (2.00%), the Company’s net interest income would decline.

Management also manages interest rate risk with the use of simulation modeling which measures the sensitivity of future net interest income as a result of changes in interest rates. The analysis is based on repricing opportunities for variable rate assets and liabilities and upon contractual maturities of fixed rate instruments.

The simulation also calculates net interest income based upon rate increases or decrease of + or –200 basis points (or 2.00 %) in 100 basis point (or 1.00%) increments. The analysis reprices the balance sheet and forecasts future cash flows over a one-year horizon at the net interest rate levels. The cash flows are then totaled to calculate net interest income. Assumptions are made for loan and investment pre-payment speeds and are incorporated into the simulation as well. Loan and investment pre-payment speeds will increase as interest rates decrease and slow as interest rates rise. The current analysis indicates that, given a 200 basis point overnight decrease in interest rates, the Company would experience a potential $311,000 or 7.03% decline in net interest income. If rates were to increase 200 basis points, the analysis indicates that the Company’s net interest income would increase $315,000 or 7.11%. It is important to note, however, that this exercise would be a worst-case scenario. It would be more likely to have incremental changes in interest rates, rather than a single significant increase or decrease.

When management believes interest rate movements will occur, it can restructure the balance sheet and thereby the ratio of rate sensitive assets to rate sensitive liabilities which in turn will effect the net interest income. It is important to note; however, that in gap analysis and simulation modeling not all assets and liabilities with similar maturities and repricing opportunities will reprice at the same time or to the same degree and therefore, could effect forecasted results.

 

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Table of Contents

Much of the Bank’s deposits have the ability to reprice immediately, however, deposit rates are not tied to an external index. As a result, although changing market interest rates impact repricing, the Bank retains much of the control over repricing by determining itself the extent and timing of repricing deposit products. In addition, the Bank maintains a portion of its investment portfolio as available for sale securities and also has a significant variable rate loan portfolio, which is used to offset rate sensitive liabilities.

Changes in market interest rates can also affect the Bank’s liquidity position through the impact rate change may have on the market value of the available for sale portion of the investment portfolio. Increase in market rates can adversely impact the market values and therefore, make it more difficult for the Bank to sell available for sale securities needed for general liquidity purposes without incurring a loss on the sale. This issue is addressed by the Bank with the use of borrowings from the Federal Home Loan Bank (“FHLB”) and the selling of fixed rate mortgages as a source of liquidity to the Bank.

The Company’s liquidity plan allows for the use of long-term advances or short-term lines of credit with the FHLB as a source of funds. Borrowing from FHLB not only provides a source of liquidity for the Company, but also serves as a tool to reduce interest risk as well. The Company may structure borrowings from FHLB to match those of customers’ credit requests, and therefore, lock in interest rate spreads over the lives of the loans.

In addition to borrowing from the FHLB as a source for liquidity, the Company also participates in the secondary mortgage market. Specifically, the Company sells fixed rate, residential real estate mortgages to the Federal Home Loan Mortgage Corporation (“Freddie Mac”). The sales to Freddie Mac not only provide an opportunity for the Bank to remain competitive in the market place, by allowing it to offer a fixed rate mortgage product, but also provide an additional source of liquidity and an additional tool for management to limit interest rate risk exposure. The Bank continues to service all loans sold to Freddie Mac.

 

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Table of Contents

Item 4 – CONTROLS AND PROCEDURES

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the President and Chief Executive Officer and Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

Disclosure controls and procedures are the control and other procedures of the Company that are designed to ensure that the information required to be disclosed by the Company in its reports or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchanges Commission’s rules and forms.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

Part II – OTHER INFORMATION

Item 1 - Legal Proceedings

None

Item 1A - Risk Factors

There have been no material changes from the risk factors disclosed in the registrant’s form 10K for its fiscal year ended December 31, 2006.

Item 2 - Unregistered sales of equity securities and use of proceeds

The Company did not engage in any unregistered sales of its securities during the quarter ended September 30, 2007.

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

  

(a) Total

Number of

Shares (or Units)
Purchased

   (b) Average
Price Paid
per Share
(or Unit)
   (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
   (d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs

July 1 – 31, 2007

   769    $ 114.09    N/A    N/A

August 1 – 31, 2007

   2,088    $ 115.06    N/A    N/A

September 1 – 30, 2007

   1,778    $ 116.50    N/A    N/A

Total (1)

   4,635    $ 115.45    N/A    N/A

(1) 4,635 shares of common stock were purchased by Killbuck Bancshares in open-market transactions.

 

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Table of Contents

Item 3 - Default upon senior securities

None

Item 4 - Results of votes of security holders

None

Item 5 - Other Information

None

Item 6 - Exhibits

The following exhibits are included in this report or incorporated herein by reference:

 

    3.1(i) Articles of Incorporation of Killbuck Bancshares, Inc.*

 

    3.1(ii) Amendment to the Articles of Incorporation of Killbuck Bancshares, Inc. increasing authorized shares.**

 

    3.2 Code of Regulations of Killbuck Bancshares, Inc.*

 

  31.1 Rule 13a-14(a) Certification

 

  31.2 Rule 13a-14(a) Certification

 

  32.1 Section 1350 Certification

 

  32.2 Section 1350 Certification

 

  99.1 Report of Independent Registered Public Accounting Firm

* Incorporated by reference to an identically numbered exhibit to the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998 and subsequently amended on July 8, 1998 and July 31, 1998.
** Incorporated by reference to Registrant’s report on Form 10-Q for the quarter ended March 31, 2004, filed with the Commission on May 13, 2004.

 

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Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      Killbuck Bancshares, Inc.
Date: November 14, 2007     By:  

/s/ Luther E. Proper

        Luther E. Proper
        President and
        Chief Executive Officer
Date: November 14, 2007     By:  

/s/ Diane Knowles

        Diane Knowles
        Chief Financial Officer

 

-26-

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