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CONSUMERS BANCORP INC /OH/ - Quarter Report: 2020 September (Form 10-Q)

cbkm20200930_10q.htm
 

 



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2020

 

Commission File No. 033-79130

 

CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

OHIO 

34-1771400

(State or other jurisdiction

(I.R.S. Employer Identification No.)

of incorporation or organization)

 

 

614 East Lincoln Way, P.O. Box 256, Minerva, Ohio  

44657

(Address of principal executive offices)  

(Zip Code)

 

(330) 868-7701

(Registrant’s telephone number)

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   

Accelerated filer ☐  

Non-accelerated filer ☐  

Smaller reporting company ☒

 

Emerging growth company ☐

         

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

   

 

There were 3,028,100 shares of Registrant’s common stock, no par value, outstanding as of November 10, 2020.

 

 

 

 

CONSUMERS BANCORP, INC.

FORM 10-Q

QUARTER ENDED September 30, 2020

 

Table of Contents

 

 

Page

Number (s)

Part I – Financial Information

 

 

Item 1 – Financial Statements (Unaudited)

 

Consolidated Balance Sheets at September 30, 2020 and June 30, 2020

1

 

 

Consolidated Statements of Income for the three months ended September 30, 2020 and 2019

2

 

 

Consolidated Statements of Comprehensive Income for the three months ended September 30, 2020 and 2019

3

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2020 and 2019

4

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2020 and 2019

5

 

 

Notes to the Consolidated Financial Statements

6-19

 

 

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

20-26

 

 

Item 3 – Not Applicable for Smaller Reporting Companies

 

 

 

Item 4 – Controls and Procedures

27

Part II – Other Information

Item 1 – Legal Proceedings

28

 

 

Item 1A – Not Applicable for Smaller Reporting Companies

28

 

 

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

28

 

 

Item 3 – Defaults Upon Senior Securities

28

 

 

Item 4 – Mine Safety Disclosure

28

 

 

Item 5 – Other Information

28

 

 

Item 6 – Exhibits

28

 

 

Signatures

29

 

 

 
 

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

 

CONSUMERS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

 

(Dollars in thousands, except per share data)

 

September 30,

2020

   

June 30,

2020

 

ASSETS

               

Cash on hand and noninterest-bearing deposits in financial institutions

  $ 8,239     $ 8,429  

Federal funds sold and interest-bearing deposits in financial institutions

    269       1,230  

Total cash and cash equivalents

    8,508       9,659  

Certificates of deposit in other financial institutions

    8,872       11,635  

Securities, available-for-sale

    136,903       143,918  

Securities, held-to-maturity (fair value of $3,734 at September 30, 2020 and $3,868 at June 30, 2020)

    3,441       3,541  

Federal bank and other restricted stocks, at cost

    2,472       2,472  

Loans held for sale

    5,729       3,507  

Total loans

    562,138       542,861  

Less allowance for loan losses

    (5,767

)

    (5,678

)

Net loans

    556,371       537,183  

Cash surrender value of life insurance

    9,508       9,442  

Premises and equipment, net

    15,151       14,901  

Goodwill

    836       836  

Core deposit intangible, net

    250       256  

Accrued interest receivable and other assets

    3,229       3,470  

Total assets

  $ 751,270     $ 740,820  
                 

LIABILITIES

               

Deposits

               

Noninterest-bearing demand

  $ 188,130     $ 190,233  

Interest bearing demand

    105,262       99,173  

Savings

    231,440       228,567  

Time

    115,266       115,382  

Total deposits

    640,098       633,355  
                 

Short-term borrowings

    8,414       6,943  

Federal Home Loan Bank advances

    30,899       31,161  

Accrued interest and other liabilities

    6,432       6,121  

Total liabilities

    685,843       677,580  

Commitments and contingent liabilities

               
                 

SHAREHOLDERS’ EQUITY

               

Preferred stock (no par value, 350,000 shares authorized, none outstanding)

           

Common stock (no par value, 8,500,000 shares authorized; 3,124,053 shares issued as of September 30, 2020 and June 30, 2020)

    20,011       19,974  

Retained earnings

    42,424       40,460  

Treasury stock, at cost (95,953 and 108,475 common shares as of September 30, 2020 and June 30, 2020, respectively)

    (1,324

)

    (1,454

)

Accumulated other comprehensive income

    4,316       4,260  

Total shareholders’ equity

    65,427       63,240  

Total liabilities and shareholders’ equity

  $ 751,270     $ 740,820  

 

See accompanying notes to consolidated financial statements

 

1

 

 

CONSUMERS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 

   

Three Months ended

September 30,

 

(Dollars in thousands, except per share amounts)

 

2020

   

2019

 
                 

Interest and dividend income

               

Loans, including fees

  $ 6,489     $ 4,761  

Securities, taxable

    372       510  

Securities, tax-exempt

    420       399  

Federal bank and other restricted stocks

    18       20  

Federal funds sold and other interest-bearing deposits

    47       26  

Total interest and dividend income

    7,346       5,716  

Interest expense

               

Deposits

    577       945  

Short-term borrowings

    4       11  

Federal Home Loan Bank advances

    71       79  

Total interest expense

    652       1,035  

Net interest income

    6,694       4,681  

Provision for loan losses

    130       130  

Net interest income after provision for loan losses

    6,564       4,551  
                 

Noninterest income

               

Service charges on deposit accounts

    307       373  

Debit card interchange income

    456       391  

Gain on sale of mortgage loans

    236       135  

Bank owned life insurance death benefit

          324  

Bank owned life insurance income

    66       68  

Securities gains, net

          106  

Other

    76       72  

Total noninterest income

    1,141       1,469  
                 

Noninterest expenses

               

Salaries and employee benefits

    2,691       2,173  

Occupancy and equipment

    640       532  

Data processing expenses

    186       385  

Debit card processing expenses

    238       201  

Professional and director fees

    237       257  

FDIC assessments

    61       (7

)

Franchise taxes

    109       95  

Marketing and advertising

    134       181  

Telephone and network communications

    84       74  

Amortization of intangible

    6        

Other

    413       414  

Total noninterest expenses

    4,799       4,305  

Income before income taxes

    2,906       1,715  

Income tax expense

    505       212  

Net income

  $ 2,401     $ 1,503  
                 

Basic and diluted earnings per share

  $ 0.80     $ 0.55  

 

See accompanying notes to consolidated financial statements

 

2

 

 

CONSUMERS BANCORP, INC.

Consolidated statements of comprehensive income

(Unaudited)

 

(Dollars in thousands)

               
   

Three Months ended

September 30,

 
   

2020

   

2019

 
                 

Net income

  $ 2,401     $ 1,503  
                 

Other comprehensive income, net of tax:

               

Net change in unrealized gains (losses) on securities available-for-sale:

               

Unrealized gains arising during the period

    70       818  

Reclassification adjustment for gains included in income

          (106

)

Net unrealized gains

    70       712  

Income tax effect

    (14

)

    (149

)

Other comprehensive income

    56       563  
                 

Total comprehensive income

  $ 2,457     $ 2,066  

 

See accompanying notes to consolidated financial statements.

 

3

 

 

CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

(Dollars in thousands, except per share data)

 

Common

Stock

   

Retained
Earnings

   

Treasury
Stock

   

Accumulated
Other
Comprehensive
Income (Loss)

   

Total
Shareholders’
Equity

 

Balance, June 30, 2020

  $ 19,974     $ 40,460     $ (1,454

)

  $ 4,260     $ 63,240  

Net income

            2,401                       2,401  

Other comprehensive income

                            56       56  

12,522 shares associated with vested stock awards

    37               130               167  

Cash dividends declared ($0.145 per share)

            (437

)

                    (437

)

Balance, September 30, 2020

  $ 20,011     $ 42,424     $ (1,324

)

  $ 4,316     $ 65,427  
                                         
                                         

Balance, June 30, 2019

  $ 14,656     $ 36,487     $ (1,543

)

  $ 1,566     $ 51,166  

Net income

            1,503                       1,503  

Other comprehensive income

                            563       563  

11,813 shares associated with vested stock awards

    41               89               130  

Cash dividends declared ($0.135 per share)

            (369

)

                    (369

)

Balance, September 30, 2019

  $ 14,697     $ 37,621     $ (1,454

)

  $ 2,129     $ 52,993  

 

See accompanying notes to consolidated financial statements.

 

4

 

 

CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

(Dollars in thousands)

 

Three Months Ended

September 30,

 
   

2020

   

2019

 

Cash flows from operating activities

               

Net cash from operating activities

  $ 1,041     $ 806  

Cash flow from investing activities

               

Purchases of securities, available-for-sale

    (500

)

    (2,318

)

Maturities, calls and principal pay downs of securities, available-for-sale

    7,355       4,893  

Sale of securities, available-for-sale

          4,460  

Principal pay downs of securities, held-to-maturity

    100       100  

Net decrease in certificate of deposit in other financial institutions

    2,763       490  

Net increase in loans

    (19,327

)

    (14,654

)

Proceeds from BOLI death benefit

          753  

Premises and equipment purchases

    (106

)

    (48

)

Sale of other repossessed assets

    8        

Net cash from investing activities

    (9,707

)

    (6,324

)

Cash flow from financing activities

               

Net increase in deposit accounts

    6,743       15,260  

Net change in short-term borrowings

    1,471       68  

Proceeds from Federal Home Loan Bank advances

    1,300       1,500  

Repayments of Federal Home Loan Bank advances

    (1,562

)

    (7,900

)

Dividends paid

    (437

)

    (369

)

Net cash from financing activities

    7,515       8,559  

Increase (decrease) in cash or cash equivalents

    (1,151

)

    3,041  

Cash and cash equivalents, beginning of period

    9,659       9,461  

Cash and cash equivalents, end of period

  $ 8,508     $ 12,502  

Supplemental disclosure of cash flow information:

               

Cash paid during the period:

               

Interest

  $ 652     $ 1,050  

Federal income taxes

    300        

Non-cash items:

               

Issuance of treasury stock for stock awards

    167       89  

Right of use assets obtained in exchange for lease liabilities

          582  

 

See accompanying notes to consolidated financial statements.

 

5

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(Dollars in thousands, except per share amounts)

 

 

Note 1 – Summary of Significant Accounting Policies:

 

Nature of Operations: Consumers Bancorp, Inc. (the Corporation) is a bank holding company headquartered in Minerva, Ohio that provides, through its banking subsidiary, Consumers National Bank (the Bank), a broad array of products and services throughout its primary market area of Carroll, Columbiana, Jefferson, Stark, Summit, Wayne and contiguous counties in Ohio. 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 primary market area.

 

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 the Corporation’s Form 10-K for the year ended June 30, 2020. 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 the Corporation and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.

 

Segment Information: The Corporation is a bank holding company engaged in the business of commercial and retail banking, which accounts for substantially all the revenues, operating income, and assets. Accordingly, all of the Corporation’s operations are recorded in one segment, banking.

 

Acquisition: At the date of acquisition the Corporation records the assets and liabilities of acquired companies on the Consolidated Balance Sheet at their fair value. The results of operations for acquired companies are included in the Corporation’s Consolidated Statements of Income beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Income during the periods incurred.

 

Reclassifications: Certain items in prior financial statements have been reclassified to conform to the current presentation. Any reclassifications had no impact on prior year net income or shareholders’ equity.

 

Recently Issued Accounting Pronouncements Not Yet Effective: In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU adds a new Topic 326 to the codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. Under current U.S. generally accepted accounting principles, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all current loss recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the corporation expects to collect over the instrument’s contractual life. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities and beneficial interests in securitized financial assets. The guidance in ASU 2016-13 is effective for “public business entities,” as defined in the guidance, that are SEC filers for fiscal years and for interim periods within those fiscal years beginning after December 15, 2019. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. However, during July 2019, FASB unanimously voted for a proposal to delay this ASU to January 2023 for smaller reporting companies. On October 16, 2019, FASB approved a final ASU delaying the effective date. The new guidance is effective for annual and interim periods beginning after December 15, 2022 for certain entities, including smaller reporting companies. The Corporation is a smaller reporting company.

 

6

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

 

Note 2 – Acquisition

 

On June 14, 2019, the Corporation entered into an Agreement and Plan of Merger with Peoples Bancorp of Mt. Pleasant, Inc. (Peoples) and its wholly owned subsidiary, The Peoples National Bank of Mount Pleasant (Peoples Bank). On January 1, 2020, Consumers completed the acquisition by merger of Peoples in a stock and cash transaction for an aggregate consideration of approximately $10,405. In connection with the acquisition, the Corporation issued 269,920 shares of common stock and paid $5,128 in cash to the former shareholders of Peoples. Immediately following the merger, Peoples Bank, was merged into the Corporation’s banking subsidiary, Consumers National Bank.

 

On December 31, 2019, Peoples had approximately $72,016 in total assets, $55,273 in loans and $60,826 in deposits at its three banking centers located in Mt. Pleasant, Adena, and Dillonvale, Ohio. The assets and liabilities of Peoples were recorded on the Corporation’s Balance Sheet at their estimated fair values as of January 1, 2020, the acquisition date, and Peoples’ results of operations are included in the Corporation’s Consolidated Statements of Income beginning on that date.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of Peoples. The core deposit intangible will be amortized over ten years on a straight-line basis. Goodwill will not be amortized, but instead will be evaluated for impairment.

 

Consideration Paid

          $ 10,405  

Net assets acquired:

               

Cash and cash equivalents

  $ 833          

Certificates of deposit in other financial institutions

    11,839          

Securities, available-for-sale

    4,051          

Federal bank and other restricted stocks, at cost

    154          

Loans, net

    55,320          

Premises and equipment

    818          

Core deposit intangible

    270          

Accrued interest receivable and other assets

    140          

Noninterest-bearing deposits

    (11,979

)

       

Interest-bearing deposits

    (48,872

)

       

Federal funds purchased

    (2,348

)

       

Federal Home Loan Bank advances

    (491

)

       

Other liabilities

    (166

)

       

Total net assets acquired

            9,569  

Goodwill

          $ 836  

 

The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised judgement in accounting for the acquisition. The fair value of loans was estimated using discounted contractual cash flows. The book balance of the loans at the time of the acquisition was $55,273 before considering Peoples’ allowance for loan losses, which was not carried over. The fair value disclosed above reflects a credit-related adjustment of $(890) and an adjustment for other factors of $937. Loans evidencing credit deterioration since origination, purchased credit impaired loans, included in loans receivable, were immaterial. Acquisition costs of $827 pre-tax, or $680 after-tax, were recorded during the twelve-month period ended June 30, 2020. The fair value measurements of assets acquired and liabilities assumed are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.

 

7

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

 

Note 3 – Securities

Available –for-Sale

 

Amortized
Cost

   

Gross
Unrealized
Gains

   

Gross
Unrealized
Losses

   

Fair
Value

 

September 30, 2020

                               

U.S. Treasury

  $ 749     $ 4     $     $ 753  

Obligations of U.S. government-sponsored entities and agencies

    9,880       372             10,252  

Obligations of state and political subdivisions

    60,795       3,238       (12

)

    64,021  

U.S. Government-sponsored mortgage-backed securities–residential

    44,540       1,588       (10

)

    46,118  

U.S. Government-sponsored mortgage-backed securities– commercial

    7,913       72       (4

)

    7,981  

U.S. Government-sponsored collateralized mortgage obligations– residential

    7,563       225       (10

)

    7,778  

Total available-for-sale securities

  $ 131,440     $ 5,499     $ (36

)

  $ 136,903  

 

Held-to-Maturity

 

Amortized
Cost

   

Gross
Unrecognized
Gains

   

Gross
Unrecognized

Losses

   

Fair
Value

 

September 30, 2020

                               

Obligations of state and political subdivisions

  $ 3,441     $ 293     $     $ 3,734  

Total held-to-maturity securities

  $ 3,441     $ 293     $     $ 3,734  

 

Available–for-Sale

 

Amortized
Cost

   

Gross
Unrealized
Gains

   

Gross
Unrealized
Losses

   

Fair
Value

 

June 30, 2020

                               

U.S. Treasury

  $ 1,248     $ 8     $     $ 1,256  

Obligations of U.S. government-sponsored entities and agencies

    10,133       399             10,532  

Obligations of state and political subdivisions

    60,343       3,149             63,492  

U.S. government-sponsored mortgage-backed securities - residential

    48,645       1,515       (4

)

    50,156  

U.S. government-sponsored mortgage-backed securities - commercial

    8,444       55       (2

)

    8,497  

U.S. government-sponsored collateralized mortgage obligations - residential

    9,712       285       (12

)

    9,985  

Total available-for-sale securities

  $ 138,525     $ 5,411     $ (18

)

  $ 143,918  

 

Held-to-Maturity

 

Amortized
Cost

   

Gross
Unrecognized
Gains

   

Gross
Unrecognized
Losses

   

Fair
Value

 

June 30, 2020

                               

Obligations of state and political subdivisions

  $ 3,541     $ 327     $     $ 3,868  

Total held-to-maturity securities

  $ 3,541     $ 327     $     $ 3,868  

 

Proceeds from the sale and call of available-for-sale securities were as follows:

 

   

Three Months Ended

September 30,

 
   

2020

   

2019

 

Proceeds from sales and calls

  $     $ 4,460  

Gross realized gains

          106  

 

8

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

The income tax provision related to the net realized gains amounted to $22 for the three months ended September 30, 2019.

 

The amortized cost and fair values of debt securities at September 30, 2020, by expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. 

 

Available-for-Sale

 

Amortized

Cost

   

Estimated Fair

Value

 

Due in one year or less

  $ 6,532     $ 6,558  

Due after one year through five years

    17,026       17,611  

Due after five years through ten years

    15,159       15,865  

Due after ten years

    32,707       34,992  

Total

    71,424       75,026  
                 

U.S. Government-sponsored mortgage-backed and related securities

    60,016       61,877  

Total available-for-sale securities

  $ 131,440     $ 136,903  
                 

Held-to-Maturity

               

Due after five years through ten years

  $ 373     $ 397  

Due after ten years

    3,068       3,337  

Total held-to-maturity securities

  $ 3,441     $ 3,734  

 

The following table summarizes the securities with unrealized losses at September 30, 2020 and June 30, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

 

   

Less than 12 Months

   

12 Months or more

   

Total

 

Available-for-sale

 

Fair
Value

   

Unrealized
Loss

   

Fair
Value

   

Unrealized
Loss

   

Fair
Value

   

Unrealized
Loss

 

September 30, 2020

                                               

Obligations of states and political subdivisions

  $ 1,061     $ (12

)

  $     $     $ 1,061     $ (12

)

U.S. Government-sponsored mortgage-backed securities – residential

    1,306       (10

)

                1,306       (10

)

U.S. Government-sponsored mortgage-backed securities- commercial

    1,654       (4

)

                1,654       (4

)

U.S. Government-sponsored collateralized mortgage obligations - residential

    1,263       (10

)

                1,263       (10

)

Total temporarily impaired

  $ 5,284     $ (36

)

  $     $     $ 5,284     $ (36

)

 

   

Less than 12 Months

   

12 Months or more

   

Total

 

Available-for-sale

 

Fair
Value

   

Unrealized
Loss

   

Fair
Value

   

Unrealized
Loss

   

Fair
Value

   

Unrealized
Loss

 

June 30, 2020

                                               

U.S. Government-sponsored mortgage-backed securities – residential

                625       (4

)

    625       (4

)

U.S. Government-sponsored mortgage-backed securities – commercial

    1,806       (2

)

                1,806       (2

)

U.S. Government-sponsored collateralized mortgage obligations - residential

    1,700       (12

)

                1,700       (12

)

Total temporarily impaired

  $ 3,506     $ (14

)

  $ 625     $ (4

)

  $ 4,131     $ (18

)

 

9

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

Management evaluates securities for other-than-temporary impairment (OTTI) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC Topic 320, Accounting for Certain Investments in Debt and Equity Securities.

 

In determining OTTI under the ASC Topic 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

The unrealized losses within the securities portfolio as of September 30, 2020 have not been recognized into income because the decline in fair value is not attributed to credit quality and management does not intend to sell, and it is not likely that management will be required to sell, the securities prior to their anticipated recovery. The decline in fair value within the securities portfolio is largely due to increases in mortgage backed and collateralized mortgage obligations prepayment speeds impacting the yield on bonds that were purchased at a premium. The mortgage-backed securities and collateralized mortgage obligations were primarily issued by Fannie Mae, Freddie Mac and Ginnie Mae, institutions which the government has affirmed its commitment to support. The Corporation does not own any private label mortgage-backed securities.

 

 

Note 4 – Loans

 

Major classifications of loans were as follows:

 

   

September 30,

2020

   

June 30,

2020

 

Commercial

  $ 176,838     $ 158,667  

Commercial real estate:

               

Construction

    8,809       16,235  

Other

    239,613       229,029  

1 – 4 Family residential real estate:

               

Owner occupied

    90,311       90,494  

Non-owner occupied

    19,907       19,370  

Construction

    5,860       9,344  

Consumer

    21,765       21,334  

Subtotal

    563,103       544,473  

Net Deferred loan fees and costs

    (965

)

    (1,612

)

Allowance for loan losses

    (5,767

)

    (5,678

)

Net Loans

  $ 556,371     $ 537,183  

 

The above table includes PPP loans of $68,788 as of September 30, 2020 and $66,606 as of June 30, 2020 in the commercial loan category.

 

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2020:

 

                   

1-4 Family

                 
           

Commercial

   

Residential

                 
           

Real

   

Real

                 
   

Commercial

   

Estate

   

Estate

   

Consumer

   

Total

 
                                         

Allowance for loan losses:

                                       

Beginning balance

  $ 947     $ 3,623     $ 989     $ 119     $ 5,678  

Provision for loan losses

    15       70       8       37       130  

Loans charged-off

    (22

)

                (44

)

    (66

)

Recoveries

          1             24       25  

Total ending allowance balance

  $ 940     $ 3,694     $ 997     $ 136     $ 5,767  

 

10

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2019:

 

                   

1-4 Family

                 
           

Commercial

   

Residential

                 
           

Real

   

Real

                 
   

Commercial

   

Estate

   

Estate

   

Consumer

   

Total

 
                                         

Allowance for loan losses:

                                       

Beginning balance

  $ 660     $ 2,575     $ 494     $ 59     $ 3,788  

Provision for loan losses

    (11

)

    69       56       16       130  

Loans charged-off

                      (16

)

    (16

)

Recoveries

          1             6       7  

Total ending allowance balance

  $ 649     $ 2,645     $ 550     $ 65     $ 3,909  

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of September 30, 2020. Included in the recorded investment in loans is $1,759 of accrued interest receivable.

 

                   

1-4 Family

                 
           

Commercial

   

Residential

                 
           

Real

   

Real

                 
   

Commercial

   

Estate

   

Estate

   

Consumer

   

Total

 

Allowance for loan losses:

                                       

Ending allowance balance attributable to loans:

                                       

Individually evaluated for impairment

  $ 3     $ 5     $     $     $ 8  

Acquired loans collectively evaluated for impairment

          103       89             192  

Originated loans collectively evaluated for impairment

    937       3,586       908       136       5,567  

Total ending allowance balance

  $ 940     $ 3,694     $ 997     $ 136     $ 5,767  
                                         

Recorded investment in loans:

                                       

Loans individually evaluated for impairment

  $ 154     $ 1,031     $ 914     $     $ 2,099  

Acquired loans collectively evaluated for impairment

    882       8,097       25,553       10,892       45,424  

Originated loans collectively evaluated for impairment

    175,283       239,667       90,513       10,911       516,374  

Total ending loans balance

  $ 176,319     $ 248,795     $ 116,980     $ 21,803     $ 563,897  

 

11

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2020. Included in the recorded investment in loans is $1,936 of accrued interest receivable.

 

                   

1-4 Family

                 
           

Commercial

   

Residential

                 
           

Real

   

Real

                 
   

Commercial

   

Estate

   

Estate

   

Consumer

   

Total

 

Allowance for loan losses:

                                       

Ending allowance balance attributable to loans:

                                       

Individually evaluated for impairment

  $ 28     $ 6     $     $     $ 34  

Acquired loans collectively evaluated for impairment

          103       94             197  

Originated loans collectively evaluated for impairment

    919       3,514       895       119       5,447  

Total ending allowance balance

  $ 947     $ 3,623     $ 989     $ 119     $ 5,678  
                                         

Recorded investment in loans:

                                       

Loans individually evaluated for impairment

  $ 179     $ 1,045     $ 699     $     $ 1,923  

Acquired loans collectively evaluated for impairment

    1,095       8,072       27,252       12,550       48,969  

Originated loans collectively evaluated for impairment

    156,054       236,840       92,168       8,843       493,905  

Total ending loans balance

  $ 157,328     $ 245,957     $ 120,119     $ 21,393     $ 544,797  

 

The following table presents information related to unpaid principal balance, recorded investment and interest income associated with loans individually evaluated for impairment by class of loans as of September 30, 2020 and for the three months ended September 30, 2020:

 

   

As of September 30, 2020

   

Three Months ended September 30, 2020

 
   

Unpaid

           

Allowance

for Loan

   

Average

   

Interest

   

Cash Basis

 
   

Principal

   

Recorded

   

Losses

   

Recorded

   

Income

   

Interest

 
   

Balance

   

Investment

   

Allocated

   

Investment

   

Recognized

   

Recognized

 

With no related allowance recorded:

                                               

Commercial real estate:

                                               

Other

  $ 913     $ 825     $     $ 826     $ 1     $ 1  

1-4 Family residential real estate:

                                               

Owner occupied

    830       689             539       6       6  

Non-owner occupied

    279       225             229              

With an allowance recorded:

                                               

Commercial

    152       154       3       171       2       2  

Commercial real estate:

                                               

Other

    205       206       5       206       3       3  

Total

  $ 2,379     $ 2,099     $ 8     $ 1,971     $ 12     $ 12  

 

12

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

The following table presents information related to unpaid principal balance, recorded investment and interest income associated with loans individually evaluated for impairment by class of loans as of June 30, 2020 and for the three months ended September 30, 2019:

 

   

As of June 30, 2020

   

Three Months ended September 30, 2019

 
   

Unpaid

           

Allowance

for Loan

   

Average

   

Interest

   

Cash Basis

 
   

Principal

   

Recorded

   

Losses

   

Recorded

   

Income

   

Interest

 
   

Balance

   

Investment

   

Allocated

   

Investment

   

Recognized

   

Recognized

 

With no related allowance recorded:

                                               

Commercial real estate:

                                               

Other

  $ 922     $ 836     $     $ 362     $ 86     $ 86  

1-4 Family residential real estate:

                                               

Owner occupied

    604       463             39       7       7  

Non-owner occupied

    284       236             257              

With an allowance recorded:

                                               

Commercial

    176       179       28       170       3       3  

Commercial real estate:

                                               

Other

    209       209       6       220       3       3  

Total

  $ 2,195     $ 1,923     $ 34     $ 1,048     $ 99     $ 99  

 

The following table presents the recorded investment in non-accrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2020 and June 30, 2020:

 

   

September 30, 2020

   

June 30, 2020

 
           

Loans Past Due

           

Loans Past Due

 
           

Over 90 Days

           

Over 90 Days

 
           

Still

           

Still

 
   

Non-accrual

   

Accruing

   

Non-accrual

   

Accruing

 

Commercial

  $     $     $ 21     $  

Commercial real estate:

                               

Other

    774             785        

1 – 4 Family residential:

                               

Owner occupied

    369             143       29  

Non-owner occupied

    226             236        

Consumer

                      12  

Total

  $ 1,369     $     $ 1,185     $ 41  

 

Non-accrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

 

13

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

The following table presents the aging of the recorded investment in past due loans as of September 30, 2020 by class of loans:

 

   

Days Past Due

                         
   

30 - 59

   

60 - 89

   

90 Days or

   

Total

   

Loans Not

         
   

Days

   

Days

   

Greater

   

Past Due

   

Past Due

   

Total

 

Commercial

  $     $     $     $     $ 176,319     $ 176,319  

Commercial real estate:

                                               

Construction

                            8,810       8,810  

Other

                629       629       239,356       239,985  

1-4 Family residential:

                                               

Owner occupied

    234             369       603       90,498       91,101  

Non-owner occupied

                            19,934       19,934  

Construction

                            5,945       5,945  

Consumer

    105       16             121       21,682       21,803  

Total

  $ 339     $ 16     $ 998     $ 1,353     $ 562,544     $ 563,897  

 

The above table of past due loans includes the recorded investment in non-accrual loans of $998 in the 90 days or greater category and $371 in the loans not past due category.

 

The following table presents the aging of the recorded investment in past due loans as of June 30, 2020 by class of loans:

 

   

Days Past Due

                         
   

30 - 59

   

60 - 89

   

90 Days or

   

Total

   

Loans Not

         
   

Days

   

Days

   

Greater

   

Past Due

   

Past Due

   

Total

 

Commercial

  $     $     $ 21     $ 21     $ 157,307     $ 157,328  

Commercial real estate:

                                               

Construction

                            16,241       16,241  

Other

          2       628       630       229,086       229,716  

1-4 Family residential:

                                               

Owner occupied

                172       172       91,102       91,274  

Non-owner occupied

                            19,410       19,410  

Construction

                            9,435       9,435  

Consumer

    127       49       12       188       21,205       21,393  

Total

  $ 127     $ 51     $ 833     $ 1,011     $ 543,786     $ 544,797  

 

The above table of past due loans includes the recorded investment in non-accrual loans of $2 in the 60-89 days, $792 in the 90 days or greater category and $391 in the loans not past due category.

 

Troubled Debt Restructurings (TDR):

The Corporation has certain loans that have been modified in order to maximize collection of loan balances that are classified as TDRs. A modified loan is usually classified as a TDR if, for economic reasons, management grants a concession to the original terms and conditions of the loan to a borrower who is experiencing financial difficulties that it would not have otherwise considered. In response to COVID-19, on March 22, 2020 the Corporation adopted a loan modification program to assist borrowers impacted by the virus. The program is available to most borrowers whose loan was not past due on March 22, 2020, the date this loan modification program was adopted. The program offers principal and interest payment deferrals for up to 90 days or interest only payments for up to 90 days. Interest will be deferred but will continue to accrue during the deferment period and the maturity date on amortizing loans will be extended by the number of months the payment was deferred. Consistent with issued regulatory guidance, modifications made under this program in response to COVID-19 will not be classified as TDRs. As of September 30, 2020, payment deferrals under the loan modification program that was adopted in response to COVID-19 were granted on 438 loans which totaled $79,961 and are not classified as TDRs. As of October 31, 2020, 11 loans with an outstanding principal balance of $473 remain in payment deferral status.

 

14

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

As of September 30, 2020 and June 30, 2020, the Corporation had $956 and $974, respectively, of loans classified as TDRs which are included in impaired loans above. As of September 30, 2020 and 2019, the Corporation had not committed to lend any additional funds to customers with outstanding loans that were classified as troubled debt restructurings. As of September 30, 2020 and June 30, 2020, the Corporation had $8 and $12, respectively, of specific reserve allocated to these loans.

 

During the three-month periods ended September 30, 2020 and 2019, there were no loan modifications completed that were classified as troubled debt restructurings. There were no charge offs from troubled debt restructurings that were completed during the three-month periods ended September 30, 2020 and 2019.

 

There were no loans classified as troubled debt restructurings for which there was a payment default within 12 months following the modification during the three-month periods ended September 30, 2020 and 2019. A loan is considered in payment default once it is 90 days contractually past due under the modified terms.

 

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, current economic trends and other relevant information. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with a total outstanding loan relationship greater than $100 and non-homogeneous loans, such as commercial and commercial real estate loans. Management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt and affirms the risk ratings for the loans and leases in their respective portfolio on an annual basis. The Corporation uses the following definitions for risk ratings:

 

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans. Loans listed as not rated are either less than $100 or are included in groups of homogeneous loans. Generally, 1-4 Family Residential and Consumer loans are not risk rated, except when collateral is used for a business purpose. These loans are evaluated based on delinquency status, which are disclosed in the previous table within this footnote. Based on the most recent analysis performed, the recorded investment by risk category of loans by class of loans was as follows:

 

   

As of September 30, 2020

 
           

Special

                   

Not

 
   

Pass

   

Mention

   

Substandard

   

Doubtful

   

Rated

 

Commercial

  $ 171,905     $ 140     $ 3,992     $     $ 282  

Commercial real estate:

                                       

Construction

    8,810                          

Other

    230,260       2,052       5,292       774       1,607  

1-4 Family residential real estate:

                                       

Owner occupied

    2,307             334             88,460  

Non-owner occupied

    18,959       178       217       226       354  

Construction

    1,378                         4,567  

Consumer

    119                         21,684  

Total

  $ 433,738     $ 2,370     $ 9,835     $ 1,000     $ 116,954  

 

15

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

As of June 30, 2020, and based on the most recent analysis performed, the recorded investment by risk category of loans by class of loans is as follows:

 

   

As of June 30, 2020

 
           

Special

                   

Not

 
   

Pass

   

Mention

   

Substandard

   

Doubtful

   

Rated

 

Commercial

  $ 152,911     $ 143     $ 3,979     $ 21     $ 274  

Commercial real estate:

                                       

Construction

    16,241                          

Other

    220,311       1,469       5,378       785       1,773  

1-4 Family residential real estate:

                                       

Owner occupied

    2,419             334             88,521  

Non-owner occupied

    18,435       186       223       236       330  

Construction

    3,234                         6,201  

Consumer

    153                         21,240  

Total

  $ 413,704     $ 1,798     $ 9,914     $ 1,042     $ 118,339  

 

 

Note 5 - Fair Value

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

Financial assets and financial liabilities measured at fair value on a recurring basis include the following: 

 

Securities available-for-sale: When available, the fair values of available-for-sale securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). For securities where quoted market prices are not available, fair values are calculated based on market prices of similar securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other unobservable inputs (Level 3 inputs).

 

16

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

Assets and liabilities measured at fair value on a recurring basis are summarized below, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

           

Fair Value Measurements at

September 30, 2020 Using

 
   

Balance at

September 30,

2020

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                               

U.S. Treasury

  $ 753     $     $ 753     $  

Obligations of U.S. government-sponsored entities and agencies

    10,252             10,252        

Obligations of states and political subdivisions

    64,021             64,021        

U.S. Government-sponsored mortgage-backed securities – residential

    46,118             46,118        

U.S. Government-sponsored mortgage-backed securities – commercial

    7,981             7,981        

U.S. Government-sponsored collateralized mortgage obligations - residential

    7,778             7,778        

 

           

Fair Value Measurements at

June 30, 2020 Using

 
   

Balance at

June 30,

2020

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                               

Securities available-for-sale:

                               

Obligations of U.S. Treasury

  $ 1,256     $     $ 1,256     $  

Obligations of government-sponsored entities

    10,532             10,532        

Obligations of states and political subdivisions

    63,492             63,492        

U.S. Government-sponsored mortgage-backed securities - residential

    50,156             50,156        

U.S. Government-sponsored mortgage-backed securities – commercial

    8,497             8,497        

U.S. Government-sponsored collateralized mortgage obligations

    9,985             9,985        

 

There were no transfers between Level 1 and Level 2 during the three-month periods ended September 30, 2020 or 2019.

 

Certain assets and liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Assets and liabilities measured at fair value on a non-recurring basis include the following:

 

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses or are charged down to their fair value. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. There were no impaired loans measured at fair value on a non-recurring basis at September 30, 2020 or June 30, 2020 and there was no impact to the provision for loan losses for the three month periods ended September 30, 2020 or September 30, 2019.

 

17

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

Other Real Estate and Repossessed Assets Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Real estate owned properties and other repossessed assets, which are primarily vehicles, are evaluated on a quarterly basis for additional impairment and adjusted accordingly. There was no other real estate owned or other repossessed assets being carried at fair value as of September 30, 2020 or June 30, 2020.

 

The following table shows the estimated fair values of financial instruments that are reported at amortized cost in the Corporation’s consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

   

September 30, 2020

   

June 30, 2020

 
   

Carrying
Amount

   

Estimated
Fair
Value

   

Carrying
Amount

   

Estimated
Fair
Value

 

Financial Assets:

                               

Level 1 inputs:

                               

Cash and cash equivalents

  $ 8,508     $ 8,508     $ 9,659     $ 9,659  

Level 2 inputs:

                               

Certificates of deposit in other financial institutions

    8,872       9,121       11,635       11,889  

Loans held for sale

    5,729       5,854       3,507       3,566  

Accrued interest receivable

    2,593       2,593       2,646       2,646  

Level 3 inputs:

                               

Securities held-to-maturity

    3,441       3,734       3,541       3,868  

Loans, net

    556,371       571,676       537,183       548,247  

Financial Liabilities:

                               

Level 2 inputs:

                               

Demand and savings deposits

    524,832       524,832       517,973       517,973  

Time deposits

    115,266       115,938       115,382       116,238  

Short-term borrowings

    8,414       8,414       6,943       6,943  

Federal Home Loan Bank advances

    30,899       31,261       31,161       31,571  

Accrued interest payable

    108       108       107       107  

 

 

Note 6 – Earnings Per Share

 

Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period and is equal to net income divided by the weighted average number of shares outstanding during the period.  Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares that may be issued upon the vesting of restricted stock awards. There were 11,461 shares of restricted stock that were anti-dilutive for the three-month period ended September 30, 2020. There were 4,062 shares of restricted stock that were anti-dilutive for the three-month period ended September 30, 2019. The following table details the calculation of basic and diluted earnings per share:

 

   

For the Three Months Ended

September 30,

 
   

2020

   

2019

 

Basic:

               

Net income available to common shareholders

  $ 2,401     $ 1,503  

Weighted average common shares outstanding

    3,010,844       2,734,578  

Basic income per share

  $ 0.80     $ 0.55  
                 

Diluted:

               

Net income available to common shareholders

  $ 2,401     $ 1,503  

Weighted average common shares outstanding

    3,010,844       2,734,578  

Dilutive effect of restricted stock

           

Total common shares and dilutive potential common shares

    3,010,844       2,734,578  

Dilutive income per share

  $ 0.80     $ 0.55  

 

18

 

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

 

(Dollars in thousands, except per share amounts)

 

 

Note 7 –Accumulated Other Comprehensive Income (Loss)

 

The components of other comprehensive income related to unrealized gains and losses on available-for-sale securities for the three-month period ended September 30, 2020 and 2019, were as follows:

 

   

Pretax

   

Tax Effect

   

After-tax

 

Affected

Line Item in

Consolidated

Statements

of Income

Balance as of June 30, 2020

  $ 5,393     $ (1,133

)

  $ 4,260    
Unrealized holding gain on available-for-sale securities arising during the period     70       (14

)

    56  

(a)(b)

Balance as of September 30, 2020

  $ 5,463     $ (1,147

)

  $ 4,316    
                           

Balance as of June 30, 2019

  $ 1,982     $ (416

)

  $ 1,566    

Unrealized holding gain on available-for-sale securities arising during the period

    818       (171

)

    647    

Amounts reclassified from accumulated other comprehensive income

    (106

)

    22       (84

)

(a)(b)

Net current period other comprehensive income

    712       (149

)

    563    

Balance after reclassification as of September 30, 2019

  $ 2,694     $ (565

)

  $ 2,129    

 

(a) Securities (gains) losses, net

(b) Income tax expense

 

 

Note 8 – COVID-19

 

In December 2019, a novel strain of coronavirus surfaced in Wuhan, China, and has spread around the world, resulting in business and social disruption. The coronavirus was declared a Pandemic by the World Health Organization on March 11, 2020. The operations and business results of the Corporation could be materially adversely affected. The extent to which the coronavirus may impact business activity or investment results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others. As a result of the economic shutdown engineered to slow down the spread of COVID-19, the ability of our customers to make payments on loans could be adversely impacted, resulting in elevated loan losses and an increase in the Corporation’s allowance for loan losses. Additionally, it is reasonably possible future evaluations of the carrying amount of goodwill could result in a conclusion that goodwill is impaired.

 

19

 

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, 2020, compared to the same period in 2019, and the consolidated balance sheet at September 30, 2020, compared to June 30, 2020. 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 (the Corporation), 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 Bank). 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 Carroll, Columbiana, Jefferson, Stark, Summit, Wayne and contiguous counties in Ohio. The Bank also invests in securities consisting primarily of U.S. government sponsored entities, municipal obligations, mortgage-backed and collateralized mortgage obligations issued by Fannie Mae, Freddie Mac and Ginnie Mae.

 

On January 1, 2020, the Corporation completed the acquisition by merger of Peoples Bancorp of Mt. Pleasant, Inc. (Peoples) in a stock and cash transaction for an aggregate consideration of approximately $10,405. In connection with the acquisition, the Corporation issued 269,920 shares of common stock and paid $5,128 in cash to the former shareholders of Peoples. On December 31, 2019, Peoples had approximately $72,016 in total assets, $55,273 in loans and $60,826 in deposits at its three banking centers located in Mt. Pleasant, Adena, and Dillonvale, Ohio.

 

COVID-19 Pandemic

In response to COVID-19, management is actively pursuing multiple avenues to assist customers during these uncertain times. For commercial borrowers, the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) includes two key SBA initiatives to assist small businesses. The first SBA program is the Paycheck Protection Program (PPP) that was designed to provide a direct incentive for small businesses to keep their workers on the payroll. The SBA will forgive loans obtained under this program if the borrower meets payroll and other requirements. A total of $68,788 of PPP loans for 607 customers were outstanding as of September 30, 2020. The second SBA program is the Subsidy for Certain Loan Payments in which the SBA will pay the principal, interest, and any associated fees the borrower owes on certain SBA loans for a six-month period. Over the course of the program, the Corporation had approximately $18,832 of SBA loans which were eligible for payment assistance from the SBA and for most borrowers the payment assistance ended in October 2020.

 

Additionally, on March 22, 2020 the Corporation adopted a loan modification program to assist borrowers impacted by COVID-19. The program is available to most borrowers whose loan was not past due on March 22, 2020, the date this loan modification program was adopted. The program offers principal and interest payment deferrals for up to 90 days or interest only payments for up to 90 days. Interest will be deferred but will continue to accrue during the deferment period and the maturity date on amortizing loans will be extended by the number of months the payment was deferred. Consistent with issued regulatory guidance, modifications made under this program in response to COVID-19 will not be classified as troubled debt restructurings. In response to the challenges of those facing hardship due to the pandemic, payment deferrals were granted on 438 loans which totaled $79,961. As of October 31, 2020, 11 loans with an outstanding principal balance of $473 remain in payment deferral status. The remaining loans that were in payment deferral have returned to making regular principal and interest payments and all except 9 of these loans, which have an outstanding balance of $37, were current as of October 31, 2020.

 

We are also assisting customers by waiving late charges, refunding NSF and overdraft fees, and waiving CD prepayment penalties for customers experiencing financial hardship due to COVID-19. The consumer reserve personal line of credit has been redesigned to provide easier access and a lower initial rate on this unsecured line of credit that is linked to a personal checking account. Commercial customers are encouraged to access available funds on their lines of credit and we expect to provide emergency commercial lines of credit to qualified borrowers in order to assist borrowers in meeting payroll and other recurring fixed expenses. Two emergency lines of credit with a committed liability of $400 with no principal balance drawn were outstanding as of September 30, 2020.

 

20

 

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 has modified its business practices with a portion of employees working remotely from their homes to limit interruptions to operations as much as possible and to help reduce the risk of COVID-19 infecting entire departments. Branch lobbies were closed for a six-week period but are now open for normal business. The Company is encouraging virtual meetings and conference calls in place of in-person meetings. Additionally, travel for business has been restricted. The Company is promoting social distancing, frequent hand washing and thorough disinfection of all surfaces.

 

Results of Operations

Three-Month Periods Ended September 30, 2020 and 2019

 

Net income for the first quarter of fiscal year 2021 was $2,401, or $0.80 per common share, compared to $1,503, or $0.55 per common share for the three months ended September 30, 2019. The following are key highlights of our results of operations for the three months ended September 30, 2020 compared to the prior fiscal year comparable period:

 

 

net interest income increased $2,013 to $6,694, or 43.0%, in the first quarter of fiscal year 2021 from the same prior year period primarily as a result of an increase in average interest earning assets and a reduction in the cost of funds;

 

a $130 provision for loans loss expense was recorded for the first quarter of fiscal year 2021 as well as for the prior year period;

 

noninterest income decreased by $328 in the first quarter of fiscal year 2021 from the same prior year period primarily since the prior year period included $324 of income recognized as a result of proceeds received from a bank owned life insurance policy claim and a $106 gain on the sale of securities. These reductions were partially offset by a $101 increase on gains from the sale of mortgage loans and a $65 increase in debit card interchange income; and

 

noninterest expenses increased by $494, or 11.5%, in the first quarter of fiscal year 2021 from the same prior year period and included a full quarter of expenses associated with the three new office locations and additional staff gained as a result of the merger with Peoples.

 

Return on average equity and return on average assets were 14.74% and 1.29%, respectively, for the three months ended September 30, 2020 compared to 11.42% and 1.07%, respectively, for the same prior year period.

 

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 average interest-earning assets. FTE income includes tax-exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. The federal income tax rate in effect for the 2021 and 2020 fiscal years was 21.0%. All average balances are daily average balances. Non-accruing loans are included in average loan balances.

 

The Corporation’s net interest margin was 3.84% for the three months ended September 30, 2020, compared with 3.61% for the same period in 2019. FTE net interest income for the three months ended September 30, 2020 increased by $2,034, or 42.7%, to $6,792 from $4,758 for the same prior year period.

 

Tax-equivalent interest income for the three months ended September 30, 2020 increased by $1,651, or 28.5%, from the same prior year period. Interest income was positively impacted by a $181,732, or 34.6%, increase in average interest-earning assets from the same prior year period due to the assets acquired from the Peoples acquisition as well as organic loan growth. Additionally, interest income was positively impacted by a change in the earning asset mix, with higher yielding loans increasing faster than lower yielding securities and interest bearing deposits with other banks. The Corporation’s yield on average interest-earning assets was 4.21% for the three months ended September 30, 2020 compared with 4.40% for the same period last year.

 

Interest expense for the three months ended September 30, 2020 decreased by $383, or 37.0%, from the same prior year period primarily due to a reduction in deposit and borrowing costs as a result of lower market interest rates. The Corporation’s cost of funds was 0.54% for the three months ended September 30, 2020 compared with 1.08% for the same prior year period.

 

21

 

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) 

   

2020

   

2019

 
   

Average

Balance

   

 

Interest

   

Yield/

Rate

   

Average

Balance

   

 

Interest

   

Yield/

Rate

 

Interest-earning assets:

                                               

Taxable securities

  $ 78,430     $ 372       1.94

%

  $ 83,631     $ 510       2.44

%

Nontaxable securities (1)

    66,475       514       3.23       60,783       474       3.19  

Loans receivable (1)

    544,164       6,493       4.73       373,362       4,763       5.06  

Federal bank and other restricted stocks

    2,472       18       2.89       1,723       20       4.61  

Interest bearing deposits and federal funds sold

    15,073       47       1.24       5,383       26       1.92  

Total interest-earning assets

    706,614       7,444       4.21

%

    524,882       5,793       4.40

%

                                                 

Noninterest-earning assets

    30,338                       30,831                  
                                                 

Total Assets

  $ 736,952                     $ 555,713                  
                                                 

Interest-bearing liabilities:

                                               

NOW

  $ 102,102     $ 45       0.17

%

  $ 82,491     $ 145       0.70

%

Savings

    228,493       105       0.18       166,181       222       0.53  

Time deposits

    114,816       427       1.48       112,642       578       2.04  

Short-term borrowings

    7,881       4       0.20       3,929       11       1.11  

FHLB advances

    24,111       71       1.17       15,378       79       2.04  

Total interest-bearing liabilities

    477,403       652       0.54

%

    380,621       1,035       1.08

%

                                                 

Noninterest-bearing liabilities:

                                               

Noninterest-bearing checking accounts

    189,134                       118,256                  

Other liabilities

    5,797                       4,638                  

Total liabilities

    672,334                       503,515                  

Shareholders’ equity

    64,618                       52,198                  
                                                 

Total liabilities and shareholders’ equity

  $ 736,952                     $ 555,713                  
                                                 

Net interest income, interest rate spread (1)

          $ 6,792       3.67

%

          $ 4,758       3.32

%

                                                 

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

                    3.84

%

                    3.61

%

                                                 

Federal tax exemption on non-taxable securities and loans included in interest income

          $ 98                     $ 77          
                                                 

Average interest-earning assets to interest-bearing liabilities

    148.01

%

                    137.90

%

               

 

(1) calculated on a fully taxable equivalent basis utilizing a statutory federal income tax rate of 21.0%

 

22

 

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 incurred credit losses in the Bank’s loan portfolio that have been incurred at each balance sheet date. The provision for loan losses was $130 for both three-month periods ended September 30, 2020 and 2019. Net charge-offs of $41 were recorded during the three-month period ended September 30, 2020 compared with $9 during the three-month period ended September 30, 2019.

 

Non-performing loans were $1,369 as of September 30, 2020 compared with $1,226 as of June 30, 2020 and $444 as of September 30, 2019. The allowance for loan losses as a percentage of loans was 1.03% at September 30, 2020 and 1.05% at June 30, 2020. As of September 30, 2020, the ALLL as a percentage of total loans excluding PPP loans was 1.17%. The provision for loan losses for the period ended September 30, 2020 was considered sufficient by management for maintaining an appropriate allowance for probable incurred credit losses.

 

Noninterest Income

Noninterest income decreased by $328 for the first quarter of fiscal year 2021 from the same period last year primarily since the prior year period included $324 of income recognized as a result of proceeds received from a bank owned life insurance policy claim and a $106 gain on the sale of securities. These reductions were partially offset by a $101, or 74.8%, increase in gains from the sale of mortgage loans and a $65, or 16.6%, increase in debit card interchange income.

 

Noninterest Expenses

Total noninterest expenses increased by $494, or 11.5%, for the first quarter of fiscal year 2021 compared with the same period last year. Noninterest expenses for the three-month period ended September 30, 2020 include expenses associated with the three new office locations and additional staff gained as a result of the merger with Peoples that closed on January 1, 2020. In addition, incentive accruals and mortgage commissions also increased during the first quarter of fiscal year 2021.

 

Income Taxes

Income tax expense was $505 for the three-month period ended September 30, 2020 compared to $212 for the three-month period ended September 30, 2019. The effective tax rate was 17.4% for the three-month period ended September 30, 2020 compared with 12.4% for the three-month period ended September 30, 2019. The effective tax rate differed from the federal statutory rate as a result of tax-exempt income from obligations of states and political subdivisions, loans and bank owned life insurance earnings and death benefit. The effective tax rate was lower during the three-month period ended September 30, 2019 primarily due to tax-free income being higher and representing a larger percentage of overall pre-tax income.

 

Financial Condition

Total assets as of September 30, 2020 were $751,270 compared to $740,820 at June 30, 2020, an increase of $10,450, or an annualized 5.6%.

 

Total loans increased by $19,277, or an annualized 14.2%, from $542,861 as of June 30, 2020 to $562,138 as of September 30, 2020. As of September 30, 2020, total loans include $68,788 of PPP loans, many of which are expected to be forgiven by March 2021.

 

As of September 30, 2020, total deposits increased by $6,743, or an annualized 4.3%, from June 30, 2020. The Corporation has been able to maintain a favorable deposit mix, with 29.4% in noninterest-bearing deposits, 16.4% in interest bearing demand deposits, 36.2% in savings and money market deposits, and 18.0% in time deposits.

 

23

 

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,

2020

   

June 30,

2020

   

September 30,

2019

 

Non-accrual loans

  $ 1,369     $ 1,185     $ 444  

Loans past due over 90 days and still accruing

          41        

Total non-performing loans

    1,369       1,226       444  

Other repossessed assets

    9       7        

Total non-performing assets

  $ 1,378     $ 1,233     $ 444  
                         

Non-performing loans to total loans

    0.24

%

    0.23

%

    0.12

%

Allowance for loan losses to total non-performing loans

    421.26

%

    463.13

%

    880.41

%

 

As of September 30, 2020, impaired loans totaled $2,099, of which $1,368 are 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 favorable.

 

Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

 

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 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.

 

For the three months ended September 30, 2020, net cash inflow from operating activities was $1,041, net cash outflows from investing activities was $9,707 and net cash inflows from financing activities was $7,515. A major source of cash was a $6,743 increase in deposits and $7,355 from maturities, calls or principal pay downs on available-for-sale securities. A major use of cash was a $19,327 increase in loans. Total cash and cash equivalents were $8,508 as of September 30, 2020, compared to $9,659 at June 30, 2020 and $12,502 at September 30, 2019.

 

The Bank offers several types of deposit products to its customers. We believe the rates offered by the Bank and the fees charged for them are competitive with the rates and fees charged by other banks for similar deposit products currently available in the market area. Deposits totaled $640,098 at September 30, 2020 compared with $633,355 at June 30, 2020.

 

To provide an additional source of liquidity, the Corporation has entered into an agreement with the FHLB of Cincinnati. At September 30, 2020, advances from the FHLB of Cincinnati totaled $30,899 compared with $31,161 at June 30, 2020. As of September 30, 2020, the Bank had the ability to borrow an additional $20,910 from the FHLB of Cincinnati based on a blanket pledge of qualifying first mortgage and multi-family loans. The Corporation considers the FHLB of Cincinnati to be a reliable source of liquidity funding, secondary to its deposit base.

 

Short-term borrowings consisted of repurchase agreements, which are financing arrangements that mature daily, and federal funds purchased from correspondent banks. The Bank pledges securities as collateral for the repurchase agreements. Short-term borrowings totaled $8,414 at September 30, 2020 and $6,943 at June 30, 2020.

 

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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)

 

Jumbo time deposits (those with balances of $250 and over) totaled $36,814 as of September 30, 2020 and $36,747 as of June 30, 2020. These deposits are monitored closely by the Corporation and are mainly 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 the option to use 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.

 

Off-Balance Sheet Arrangements

In the normal course of business, to meet the financial needs of our customers, we are a party to financial instruments with off-balance sheet risk. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans, and involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the Consolidated Balance Sheets. The maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Since commitments to extend credit have a fixed expiration date or other termination clause, some commitments will expire without being drawn upon and the total commitment amounts do not necessarily represent future cash requirements. The same credit policies are used in making commitments as are used for on-balance sheet instruments and collateral is required in instances where deemed necessary. Undisbursed balances of loans closed include funds not disbursed but committed for construction projects. Unused lines of credit include funds not disbursed, but committed for home equity, commercial and consumer lines of credit. Financial standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Total unused commitments were $104,493 as of September 30, 2020 and $101,026 as of June 30, 2020.

 

Capital Resources

Total shareholders’ equity increased to $65,427 as of September 30, 2020 from $63,240 as of June 30, 2020. The primary reason for the increase in shareholders’ equity was from net income of $2,401 for the first three months of fiscal year 2021 which was partially offset by cash dividends paid of $437.

 

The Bank is 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.

 

As of September 30, 2020, the Bank’s common equity tier 1 capital and tier 1 capital ratios were 11.48% and the leverage and total risk-based capital ratios were 8.14% and 12.59%, respectively. This compares with common equity tier 1 capital and tier 1 capital ratios of 11.55% and leverage and total risk-based capital ratios of 8.04% and 12.69%, respectively, as of June 30, 2020. The Bank exceeded minimum regulatory capital requirements to be considered well-capitalized for both periods. Management is not aware of any matters occurring subsequent to September 30, 2020 that would cause the Bank’s capital category to change.

 

25

 

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

 

(Dollars in thousands, except per share data)

 

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 Corporation has identified the appropriateness of the allowance for loan losses and the evaluation of goodwill for impairment as critical accounting policies and an understanding of these policies 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. Note one (Summary of Significant Accounting Policies - Allowance for Loan Losses and Goodwill and Other Intangible Assets), Note four (Loans), Note six (Goodwill and Intangible Assets) and Management’s Discussion and Analysis of Financial Condition and Results of Operation (Critical Accounting Policies and Use of Significant Estimates) of the 2020 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, 2020.

 

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “may,” “continue,” “estimate,” “intend,” “plan,” “seek,” “will,” “believe,” “project,” “expect,” “anticipate” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our 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, we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances. The COVID-19 pandemic is affecting us, our customers, employees, and third-party service providers, and the ultimate extent of the impact on our business, financial position, results of operations, liquidity, and prospects is uncertain. Other risks and uncertainties that could cause actual results for future periods to differ materially from those anticipated or projected include, but are not limited to:

 

 

changes in local, regional and national economic conditions becoming less favorable than we expect, resulting in, among other things, high unemployment rates, a deterioration in credit quality of our assets or debtors being unable to meet their obligations;

 

changes in the level of non-performing assets and charge-offs;

 

declining asset values impacting the underlying value of collateral;

 

rapid fluctuations in market interest rates could result in changes in fair market valuations and net interest income; pricing and liquidity pressures may result;

 

unanticipated changes in our liquidity position, including, but not limited to, changes in the cost of liquidity and our ability to find alternative funding sources;

 

the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply;

 

changes in consumer spending, borrowing and savings habits;

 

changes in accounting policies, rules and interpretations that may come as a result of COVID-19 or otherwise;

 

the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;

 

competitive pressures on product pricing and services;

 

breaches of security or failures of our technology systems due to technological or other factors and cybersecurity threats;

 

changes in the reliability of our vendors, internal control systems or information systems; and

 

our ability to attract and retain qualified employees.

 

While the list of factors presented here is, and the Risk Factors starting on page 16 of the registration statement on Form S-4/A filed with the SEC on September 4, 2019 related to the merger of the Corporation/Peoples are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

 

26

 

CONSUMERS BANCORP, INC.

 

Item 4 – Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by the report, an evaluation was performed 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 design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15e. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2020.

 

Changes in Internal Controls Over Financial Reporting

There have not been any changes in the Corporation’s internal control over financial reporting that occurred during the Corporation’s last quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

27

 

CONSUMERS BANCORP, INC.

 

PART II – OTHER INFORMATION

 

Item 1 – Legal Proceedings

None

 

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

None

 

Item 3 – Defaults Upon Senior Securities

None

 

Item 4 – Mine Safety Disclosures

Not Applicable

 

Item 5 – Other Information

None 

 

Item 6 – Exhibits

 

Exhibit

Number 

Description

 

 

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

 

 

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

 

 

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

 

Exhibit 101

The following materials from Consumers Bancorp, Inc.’s Form 10-Q Report for the quarterly period ended September 30, 2020, formatted in XBRL (Extensible Business Reporting Language) include: (1) Unaudited Consolidated Balance Sheets, (2) Unaudited Consolidated Statements of Income, (3) Unaudited Consolidated Statements of Comprehensive Income, (4) Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements.

 

28

 

SIGNATURES

 

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

 

 

CONSUMERS BANCORP, INC.

                  (Registrant)

 

 

Date: November 12, 2020

/s/ Ralph J. Lober

 
 

Ralph J. Lober, II

President & Chief Executive Officer

(principal executive officer)

 

 

Date: November 12, 2020

/s/ Renee K. Wood

 
 

Renee K. Wood

Chief Financial Officer & Treasurer

(principal financial officer)

 

29