<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ................. to................
CONSUMERS BANCORP, INC.
-----------------------
(Name of small business issuer in its charter)
OHIO 34-1771400
---- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
614 East Lincoln Way, P.O. Box 256, Minerva, Ohio 44657
------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
(330) 868-7701
--------------
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Shares, $3.33 stated value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenue for the year ended June 30, 2000 was: $12,868,000
At September 27, 2000, there were issued and outstanding 716,148 of the Issuer's
Common Shares.
The aggregate market value of the Issuer's voting stock held by nonaffiliates of
the Issuer as of September 27, 2000 was $24,751,599.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Issuer's Proxy Statement dated September 11, 2000, are
incorporated by reference into Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a) of the Exchange Act; Item 10.
Executive Compensation; Item 11. Security Ownership of Certain Beneficial Owners
and Management; and Item 12. Certain Relationships and Related Transactions, of
Part III.
Transitional Small Business Disclosure Form (check one):
Yes [ ] No [X]
1
<PAGE> 2
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
BUSINESS
Consumers Bancorp, Inc. (the "Corporation"), a financial holding company
incorporated under the laws of the State of Ohio, owns all of the issued and
outstanding capital stock of Consumers National Bank (the "Bank"), a bank
chartered under the laws of the United States. On February 28, 1995, the
Corporation acquired all of the common stock issued by the Bank through a
triangular merger. The Corporation's activities have been limited primarily to
holding the common shares of the Bank.
Serving the Minerva, Ohio area since 1965, the Bank's main office is located at
614 E. Lincoln Way, Minerva, Ohio. The Bank's business involves attracting
deposits from business and individual customer and using such deposits to
originate commercial, mortgage and consumer loans in its market area, consisting
primarily of Stark, Columbiana, Carroll and contiguous counties in Ohio. The
Bank also invests in securities consisting primarily of U.S. government and
government agency obligations, municipal obligations, mortgage-backed securities
and other securities.
The Bank owns 100% of Community Finance Home Mortgage Co. Inc., ("Community
Finance"), a registered finance company in the State of Ohio. This subsidiary
accounts for less than 2% of the Corporation's consolidated assets and business.
SUPERVISION AND REGULATION
REGULATION OF THE CORPORATION: The Corporation is a registered financial holding
company organized under the laws of the State of Ohio. As such, the Corporation
is subject to the laws of the State of Ohio and is under the jurisdiction of the
Securities Act of 1933, as amended, and various Securities and Exchange
Commission rules and regulations relating to the offering and sale of its
securities. The Corporation is also subject to regulation under the Bank Holding
Company Act of 1956 as amended. The Federal Reserve Board regulates bank holding
companies and may examine or inspect the books and records of the Corporation
and the Bank.
The Corporation is not aware of any current recommendations by regulatory
authorities that, if they were to be implemented, would have a material effect
on the Corporation.
REGULATION OF THE BANK: As a nationally chartered commercial bank, the Bank is
subject to regulation, supervision and examination by the Office of the
Comptroller of the Currency (the "OCC"). This regulatory agency has the
authority to examine the books and records of the Bank, and the Bank is subject
to their rules and regulations. Deposits in the Bank are insured up to
applicable limits by the FDIC. The Bank is also a member of the Federal Home
Loan Bank of Cincinnati (the "FHLB"). Community Finance is subject to regulation
by the State of Ohio.
2
<PAGE> 3
PART 1 - ITEM 1 - continued
The Corporation is not aware of any current recommendations by regulatory
authorities that, if they were to be implemented, would have a material effect
on the Corporation. In addition, the Corporation is not aware of any exposure to
material costs associated with environmental hazardous waste cleanup. Bank loan
procedures require EPA studies be obtained by Bank management prior to approving
any commercial real estate loan with such potential risk.
EMPLOYEES
As of June 30, 2000, the Bank employed 97 full-time and 20 part-time employees.
STATISTICAL DISCLOSURE
The following section contains certain financial disclosures related to the
Registrant as required under the Securities and Exchange Commission's Industry
Guide 3, "Statistical Disclosures by Bank Holding Companies", or a specific
reference as to the location of the required disclosures in the Registrant's
2000 Annual Report to Shareholders, portions of which are incorporated in this
10-KSB by reference.
RECENT LEGISLATION
On November 12, 1999, President Clinton signed the Graham-Leach-Bliley Act of
1999 ("GLB Act"), which is intended to modernize the financial services
industry. The GLB Act sweeps away large parts of a regulatory framework that had
its origins in the Depression Era of the 1930s. Effective March 11, 2000, new
opportunities will be available for banks, other depository institutions,
insurance companies and securities firms to enter into combinations that permit
a single financial service organization to offer customers a more complete array
of financial products and services. The GLB Act provides a new regulatory
framework for regulation through the financial holding company, which will have
as its umbrella regulator the Federal Reserve Board. The functional regulation
of the financial holding company's separately regulated subsidiaries will be
conducted by their primary functional regulator. The GLB Act makes satisfactory
or above Community Reinvestment Act compliance for insured depository
institutions and their financial holding companies necessary in order for them
to engage in new financial activities. The GLB Act provides a federal right to
privacy of non-public personal information of individual customers. The
Corporation and the Association are also subject to certain state laws that deal
with the use and distribution of non-public personal information.
3
<PAGE> 4
I. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL
The following tables further illustrate the impact on net interest income from
changes in average balances and yields of the Corporation's assets and
liabilities.
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEETS AND ANALYSIS OF NET INTEREST INCOME FOR THE YEARS ENDED JUNE 30,
---------------------------------------------------------------------------------------
(in thousands except percentages)
2000 1999 1998
------------------------------ ------------------------------ -----------------------------
Average Yield/ Average Yield/ Average Yield/
Assets balance Interest rate balance Interest rate balance Interest rate
------ -------- -------- ------ -------- -------- ----- -------- -------- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Taxable securities $ 20,173 $ 1,247 6.18% $ 20,155 $ 1,193 5.93% $ 14,535 $ 950 6.60%
Nontaxable securities 2,671 129 7.30 2,588 125 7.30 2,316 105 6.84
Loans receivable 105,696 10,334 9.78 94,432 9,147 9.71 97,542 9,049 9.28
Federal funds sold 2,246 127 5.65 6,095 304 4.99 5,710 239 4.18
-------- -------- -------- -------- -------- --------
Total Interest-Earning Assets 130,786 11,837 9.03 123,270 10,769 8.80 120,103 10,343 8.67
Noninterest-Earning Assets 12,009 9,641 9,224
-------- -------- --------
Total Assets $142,795 $132,911 $129,327
======== ======== ========
Interest Bearing Liabilities
NOW $ 11,723 $ 206 1.76 $ 10,249 $ 198 1.93 $ 9,773 $ 223 2.29
Savings 47,551 1,255 2.64 42,380 1,142 2.69 40,854 1,321 3.23
Time deposits 44,721 2,266 5.07 46,798 2,569 5.49 46,267 2,489 5.38
Repurchase agreements 105 5 4.76
FHLB advances 4,422 279 6.31 3,040 197 6.48 3,836 201 5.23
-------- -------- -------- -------- -------- --------
Total interest bearing liabilities 108,522 4,011 3.70 102,467 4,106 4.01 100,730 4,234 4.20
------- -------- -------
Noninterest bearing liabilities 22,546 19,687 18,426
-------- -------- --------
Total liabilities 131,068 122,154 119,156
Shareholders equity 11,727 10,757 10,171
-------- -------- --------
Total liabilities and
Shareholders equity $142,795 $132,911 $129,327
======== ======== ========
Net interest income, interest
Rate spread $ 6,758 5.33% $ 6,663 4.79% $ 6,109 4.47%
======== ======== ========
Net interest margin (net interest
As a percent of average interest-
Earning assets 5.97% 5.41% 5.09%
Average interest-earning assets to
Interest-bearing liabilities 120.57% 119.23% 119.09%
</TABLE>
Nonaccruing loans are included in the daily average loan amounts outstanding.
Yields on nontaxable securities have been computed on a fully tax equivalent
basis utilizing a 34% tax rate. The historical amortized cost average balance of
$20,576 for 2000 and $20,107 for 1999 was used to calculate yields for taxable
securities. The average balance for securities represents the carrying value of
securities. The net yield on interest-earning assets was computed by dividing
net interest income by total interest-earning assets without the market value
adjustment related to available-for-sale securities.
4
<PAGE> 5
The following table presents the changes in the Corporation's interest income
and interest expense resulting from changes in interest rates and changes in the
volume of interest-earning assets and interest-bearing liabilities. Changes
attributable to both rate and volume which cannot be segregated have been
allocated in proportion to the changes due to rate and volume.
INTEREST RATES AND INTEREST DIFFERENTIAL
<TABLE>
<CAPTION>
2000 Compared to 1999 1999 Compared to 1998
Increase/(Decrease) Increase/(Decrease)
------------------- -------------------
(In thousands)
Change Change Change Change
Total due to due to Total due to due to
Change Volume Rate Change Volume Rate
------ ------ ---- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C>
Securities
Taxable $ 54 $ 1 $ 53 $ 243 $ 340 $ (97)
Nontaxable (1) 4 6 (2) 20 13 7
Loans receivable (2) 1,187 1,119 67 98 (294) 392
Federal funds sold (177) (213) 37 65 17 48
-------- -------- -------- -------- -------- --------
Total interest income 1,068 913 155 426 76 350
-------- -------- -------- -------- -------- --------
Deposits:
NOW accounts 8 27 (19) 9 (10) 19
Savings deposits 113 137 (24) (131) (26) (105)
Time deposits (303) (111) (192) 409 291 118
Repurchase agreements 5 5 -
FHLB Advances 82 87 (5) 91 122 (31)
-------- -------- -------- -------- -------- --------
Total interest expense (95) 145 (240) 378 377 1
-------- -------- -------- -------- -------- --------
Net interest income $ 1,142 $ 747 $ 395 $ 395 $ 508 $ (113)
======== ======== ======== ======== ======== ========
(1) Nontaxable income is adjusted to a fully tax equivalent basis utilizing a
34% tax rate.
(2) Nonaccrual loan balances are included for purposes of computing the rate
and volume effects although interest on these balances has been excluded.
</TABLE>
5
<PAGE> 6
II. INVESTMENT PORTFOLIO
The following table sets forth certain information regarding the amortized cost
and fair value of the Bank's securities at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
2000 1999 1998
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
---- ----- ---- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C>
US Treasury and Federal Agencies $ 9,525 $ 9,360 $ 13,090 $ 13,034 $ 13,112 $ 13,201
Obligations of State and
Political subdivisions 2,562 2,491 3,091 3,059 2,366 2,412
Mortgage-backed securities 9,597 9,328 7,359 7,187 2,916 2,855
Other securities 1,003 1,000 787 787 780 780
-------- -------- -------- --------- -------- --------
Total securities $ 22,687 $ 22,179 $ 24,327 $ 24,067 $ 19,174 $ 19,248
======== ======== ======== ========= ======== ========
</TABLE>
The following tables summarize the amounts and distribution of the Corporation's
securities held and the weighted average yields as of June 30, 2000:
<TABLE>
<CAPTION>
Amortized Fair Average
Cost Value Yield/cost
---- ----- ----------
(Dollars in thousands)
<S> <C> <C> <C>
AVAILABLE FOR SALE
U.S. TREASURY AND FEDERAL
AGENCY SECURITIES:
3 months or less $ 1,001 $ 1,001 5.45%
Over 3 months through 1 year 2,995 2,984 5.95
Over 1 year through 5 years 4,522 4,430 6.01
Over 5 years through 10 years 1,007 945 6.26
---------- ----------
TOTAL U.S. TREASURY AND
FEDERAL AGENCY SECURITIES 9,525 9,360 5.96
---------- ----------
OBLIGATIONS OF STATES AND
POLITICAL SUBDIVISIONS:
Over 3 months or less 220 220 6.51
Over 3 months through 1 year 261 262 6.79
Over 1 year through 5 years 850 856 6.96
Over 5 years through 10 years 1,231 1,153 6.37
---------- ----------
TOTAL OBLIGATIONS OF STATES
AND POLITICAL SUBDIVISIONS 2,562 2,491 6.63
---------- ----------
MORTGAGE-BACKED SECURITIES:
Over 1 year through 5 years 216 214 6.47
Over 5 years through 10 years 2,635 2,597 7.02
Over 10 years 6,746 6,517 6.66
---------- ----------
TOTAL MORTGAGE-BACKED
SECURITIES 9,597 9,328 6.75
---------- ----------
OTHER EQUITY SECURITIES 1,003 1,000 5.73
---------- ----------
TOTAL SECURITIES $ 22,687 $ 22,179 6.10%
========== ==========
</TABLE>
6
<PAGE> 7
The weighted average interest rates are based on coupon rates for securities
purchased at par value and on effective interest rates considering amortization
or accretion if the securities were purchased at a premium or discount. The
weighted average yield on tax exempt obligations has been determined on a tax
equivalent basis. Other securities consists of Federal Home Loan Bank and
Independent State Bank stock that bear no stated maturities and do not reflect
principal prepayment assumptions. Available for sale yields are based on
amortized cost balances.
Excluding those holdings of the investment portfolio in U.S. Treasury securities
and other agencies and corporations of the U.S. government, there were no
investments in securities of any one issuer which exceeded 10% of the
consolidated shareholder's equity of the Registrant at June 30, 2000.
III. LOAN PORTFOLIO
A. Types of Loans - Total loans on the balance sheet are comprised of the
following classifications at June 30,
<TABLE>
<CAPTION>
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Real estate - mortgage $ 43,769 $ 40,258 $ 44,073 $ 43,919 $ 45,630
Real estate - construction 878 785 1,609 2,550 --
Commercial, financial and agricultural 54,542 40,564 36,449 29,596 23,105
Installment loans to individuals 18,810 15,415 13,228 12,796 12,680
-------- -------- -------- -------- --------
Total Loans $117,999 $ 97,022 $ 95,359 $ 88,861 $ 81,415
======== ======== ======== ======== ========
</TABLE>
B. Maturities and Sensitivities of Loans to Changes in Interest Rates - The
following is a schedule of contractual maturities and repayments excluding
residential real estate mortgage and consumer loans, as of June 30, 2000:
<TABLE>
<CAPTION>
(Dollars in thousands)
Commercial, financial and agricultural
<S> <C>
Due in one year or less $ 13,057
Due after one year, but within five years 7,897
Due after five years 33,588
--------
Total $54,542
=======
</TABLE>
The following is a schedule of fixed rate and variable rate commercial,
financial and agricultural loans due after one year (variable rate loans are
those loans with floating or adjustable interest rates):
(Dollars in thousands)
Fixed Variable
Interest Rates Interest Rates
Total commercial, financial and
agricultural loans due after one year $ 39,477 $ 2,008
7
<PAGE> 8
C. Risk Elements
Nonaccrual, Past Due and Restructured Loans - The following schedule summarizes
nonaccrual, past due, and restructured loans:
<TABLE>
<CAPTION>
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Nonaccrual loans $ 53 $136 $ 43 $213 $ 93
Accrual loans past due 90 days 233 236 644 110 378
Restructured loans -- -- -- -- --
---- ---- ---- ---- ----
Total 286 372 687 323 471
Potential problem loans -- -- -- -- --
---- ---- ---- ---- ----
Total $286 $372 $687 $323 $471
==== ==== ==== ==== ====
</TABLE>
Potential Problem Loans - As shown in the table above, at June 30, 2000, there
were no loans not otherwise identified which are included on Management's watch
list. Management's watch list includes both loans which Management has some
doubt as to the borrowers' ability to comply with the present repayment terms
and loans which management is actively monitoring due to changes in the
borrowers financial condition. These loans and their potential loss exposure
have been considered in Management's analysis of the adequacy of the allowance
for loan losses.
Foreign Outstandings - There were no foreign outstandings during the periods
presented.
There are no concentrations of loans greater than 10% of total loans which are
not otherwise disclosed as a category of loans.
No material amount of loans that have been classified by regulatory examiners as
loss, substandard, doubtful, or special mention have been excluded from the
amounts disclosed as nonaccrual, past due 90 days or more, restructured, or
potential problem loans.
Other Interest Bearing Assets -As of June 30, 2000, there are no other interest
bearing assets that would be required to be disclosed under Item III C.1 or 2 if
such assets were loans. The Registrant had Other Real Estate Owned of $0 at June
30, 2000 and $3 at June 30, 1999.
8
<PAGE> 9
IV. SUMMARY OF LOAN LOSS EXPERIENCE
The following schedule presents an analysis of the allowance for loan losses,
average loan data, and related ratios for the years ended June 30,
<TABLE>
<CAPTION>
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Allowance for loan losses at beginning of year $1,193 $1,145 $1,060 $ 950 $ 900
Loans charged off:
Real estate mortgage 0 3 3 0 20
Real estate construction 0 0 0 0 0
Commercial, financial and agricultural 34 148 5 11 0
Installment loans to individuals 285 144 70 99 82
------ ------ ------ ------ ------
Total charge-offs 319 295 78 110 102
Recoveries:
Real estate mortgage 0 0 0 21 3
Real estate construction 0 0 0 0 0
Commercial, financial and agricultural 40 0 2 9 0
Installment loans to individuals 52 65 35 54 36
------ ------ ------ ------ ------
Total recoveries 92 65 37 84 39
------ ------ ------ ------ ------
Net charge-offs/(recoveries) 227 230 41 26 63
Provision for loan loss
charged to operations 447 278 126 136 113
------ ------ ------ ------ ------
Allowance for loan losses at end of year $1,413 $1,193 $1,145 $1,060 $ 950
====== ====== ====== ====== ======
</TABLE>
The allowance for loan losses balance and the provision charged to expense are
judgmentally determined by Management based upon the periodic review of the loan
portfolio, an analysis of impaired loans, past loan loss experience, economic
conditions, anticipated loan portfolio growth, and various other circumstances
which are subject to change over time. In making this judgment, Management
reviews selected large loans as well as delinquent loans, nonaccrual loans,
problem loans, and loans to industries experiencing economic difficulties. The
collectibility of these loans is evaluated after considering the current
financial position of the borrower, the estimated market value of the
collateral, guarantees and the Corporation's collateral position versus other
creditors. Judgments, which are necessarily subjective, as to the probability of
loss and the amount of such loss, are formed on these loans, as well as other
loans in the aggregate.
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<PAGE> 10
The following schedule is a breakdown of the allowance for loan losses allocated
by type of loan and related ratios:
<TABLE>
<CAPTION>
Allocation of the Allowance for Loan Losses
----------------------------------------------------------------
(Dollars in thousands) Percentage Percentage
of Loans of Loans
In Each in Each
Allowance Category to Allowance Category to
Amount Total Loans Amount Total Loans
------ ----------- ------ -----------
June 30, 2000
-------------
<S> <C> <C>
Commercial, financial and agricultural $ 650 46.3%
Installment loans to individuals 296 15.9
Real Estate 226 37.8
Unallocated 241 --
------ -----
Total $1,413 100.0%
====== =====
<CAPTION>
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C> <C> <C>
Commercial, financial and agricultural $ 553 41.8% $ 524 38.2%
Installment loans to individuals 248 15.9 232 13.9
Real Estate 206 42.3 176 47.9
Unallocated 186 -- 213 --
------ ------- ------ -----
Total $1,193 100.0% $1,145 100.0%
====== ======= ====== =====
<CAPTION>
June 30, 1997 June 30, 1996
------------- --------------
<S> <C> <C> <C> <C>
Commercial, financial and agricultural $ 476 33.3 $ 426 28.4%
Installment loans to individuals 210 14.4 193 15.6
Real Estate 166 52.3 143 56.0
Unallocated 208 -- 188 --
------ ----- ------ -----
Total $1,060 100.0% $ 950 100.0%
====== ===== ====== =====
</TABLE>
At June 30, 2000 there was no loans classified as impaired and therefore no
specific allocations for any loans classified as impaired. Because Management's
analysis of problem loans would have provided a similar allocation prior to
adopting SFAS No. 114, the adoption of SFAS No. 114 had no impact on the
comparability of the June 30, 2000 allowance for loan loss allocation to prior
periods.
10
<PAGE> 11
While management's periodic analysis of the adequacy of the allowance for loan
loss may allocate portions of the allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs that
occur.
V. DEPOSITS
The following is a schedule of average deposit amounts and average rates paid on
each category for the periods included:
<TABLE>
<CAPTION>
Years Ended June 30,
---------------------------------------------------------------------------
(Dollars in thousands)
2000 1999 1998
---- ---- ----
Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
Noninterest bearing demand deposit $ 20,941 $17,860 $ 16,728
Interest bearing demand deposits 11,723 1.76% 10,249 1.93% 9,773 2.29%
Savings 47,551 2.64 42,380 2.69 40,854 3.23
Certificates and other time deposits 44,721 5.07 46,798 5.49 46,267 5.38
--------- ------ -------
Total $ 124,936 2.98% $117,287 3.33% $113,622 3.55%
=========== ======== ========
</TABLE>
The following table summarizes time deposits issued in amounts of $100,000 or
more as of June 30, 2000 by time remaining until maturity:
(Dollars in thousands)
Maturing in:
Under 3 months $ 2,226
Over 3 to 6 months 4,608
Over 6 to 12 months 2,661
Over 12 months -
------------
Total $ 9,495
============
<TABLE>
<CAPTION>
VI. Return on Equity and Assets
June 30, 2000 June 30, 1999 June 30, 1998
------------- ------------- -------------
<S> <C> <C> <C>
Return on Average Assets 1.33% 1.37% 1.34%
Return on Average Equity 16.15% 16.93% 17.03%
Dividend Payout Ratio 32.89% 32.62% 34.30%
Average Equity to Average Assets 8.21% 8.09% 7.86%
</TABLE>
11
<PAGE> 12
ITEM 2 - DESCRIPTION OF PROPERTY
The Bank owns and maintains the premises in which six of the ten banking
facilities are located. Carrollton, Alliance, and the Salem Finance offices are
leased to the Bank under terms as detailed in the Annual Report to the
shareholders and incorporated herein by reference. The location of each of the
offices is as follows:
Minerva Office: 614 E. Lincoln Way, P.O. Box 256, Minerva, Ohio, 44657
Salem Office: 141 S. Ellsworth Ave., P.O. Box 798, Salem, Ohio, 44460
Waynesburg Office: 8607 Waynesburg Dr. SE, P.O. Box 746, Waynesburg,
Ohio, 44688
Hanoverton Office: 30034 Canal St., P.O. Box 178, Hanoverton,
Ohio, 44423
Carrollton Office: 1017 Canton Rd. NW, P.O. Box 8, Carrollton, Ohio,
44615
Alliance Office: 610 West State St., Alliance, Ohio, 44601
Salem Finance Office: 2368 A. East State St., Salem, Ohio, 44460
East Canton Office: 440 W. Noble, East Canton, Ohio, 44730
Lisbon Office: 32 Park Ave., Lisbon, Ohio, 44432
Louisville Office: 1111 N. Chapel St., Louisville, Ohio 44641
ITEM 3 - LEGAL PROCEEDINGS
Corporation management is aware of no pending or threatened litigation in which
the Corporation or its subsidiary Bank faces potential loss or exposure which
will materially affect the consolidated financial statements or involves a claim
for damages exceeding ten percent of the assets of the Corporation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to be reported
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this section is incorporated by reference to the
information appearing under the caption "Market Price of the Corporation's
Common Shares & Related Shareholder Matters" located on Page 4 of the 2000
Annual Report to Shareholders incorporated herein by reference.
12
<PAGE> 13
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appears on pages 24 through 30 of the Registrant's 2000 Annual
Report to Shareholders and is incorporated herein by reference.
ITEM 7 - FINANCIAL STATEMENTS
The Registrant's Report of Independent Auditors and Consolidated Financial
Statements and accompanying notes are listed below and are incorporated herein
by reference to Consumers Bancorp, Inc.'s 2000 Annual Report to Shareholders
(Exhibit 13, pages 5 through 23).
Report of Independent Auditors
Consolidated Balance Sheets
June 30, 2000 and 1999
Consolidated Statements of Income
For the two years ended June 30, 2000
Consolidated Statement of Changes in Shareholders' Equity
For the two years ended June 30, 2000
Consolidated Statements of Cash Flows
For the two years ended June 30, 2000
Notes to Consolidated Financial Statements
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
No such items.
13
<PAGE> 14
PART III
Information relating to the following items is included in the Registrant's
Definitive Proxy statement and Notice of Annual Meeting of Shareholders to be
held on September 11, 2000, ("2000 Proxy Statement") filed with the Commission
pursuant to Section 14(A) of the Securities Exchange Act of 1934 and is
incorporated by reference into the form 10-KSB Annual Report.
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
ITEM 10 - EXECUTIVE COMPENSATION
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
14
<PAGE> 15
ITEM 13 - EXHIBITS LIST AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Reference to
Regulation S-B Prior Filing
Exhibit Exhibit Number
Number Description of Document Attached Hereto
------ ----------------------- ---------------
<S> <C> <C> <C>
3.1 Amended Articles of Incorporation of
the Corporation *
3.2 Code of Regulations of the Corporation *
4 Form of Shares Certificate of Common Shares *
13 Annual Report to Shareholders for the fiscal year
ended June 30, 2000 **
20 Proxy Statement for the 2000 Annual ***
Meeting of the Shareholders
27 Financial Data Schedule **
</TABLE>
* Indicates documents which have been previously filed. All such previously
filed documents are hereby incorporated by reference in accordance with
Item 601 of Regulation S-B. Such documents are available to shareholders
without charge upon request.
** The indicated exhibit has been filed as separate pages of the 2000 Form
10-KSB and is available to shareholders upon request.
*** The indicated exhibit was separately filed by the Corporation and such
document is incorporated herein by reference.
(b) REPORTS ON FORM 8-K
Consumers Bancorp Inc. filed no reports on Form 8-K during the quarter ended
June 30, 2000.
15
<PAGE> 16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSUMERS NATIONAL BANK
September 27, 2000 By: /s/ Mark S, Kelly
------------------ ------------------------------------------
Date Mark S. Kelly
President and Chief Executive Officer
By: /s/ Paula J. Meiler
------------------------------------------
Paula J. Meiler
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of registrant and in the capacities indicated on
September 27, 2000.
Signatures Signatures
---------- ----------
/s/Mark S. Kelly /s/ Laurie L. McClellan
-------------------------------- --------------------------------
Mark S. Kelly Laurie L. McClellan
President and Chief Executive Officer Chairman of the Board and Director
/s/ J.V. Hanna /s/Walter J. Young
-------------------------------- --------------------------------
J.V. Hanna Walter J. Young
Vice President and Director Vice President and Director
/s/John P. Furey /s/David W. Johnson
-------------------------------- --------------------------------
John P. Furey David W. Johnson
Director Director
/s/ James R. Kiko /s/ Thomas M. Kishman
-------------------------------- --------------------------------
James R. Kiko Thomas M. Kishman
Director Director
/s/Harry W. Schmuck /s/ Homer R. Unkefer
-------------------------------- --------------------------------
Harry W. Schmuck Homer R. Unkefer
Director Director
2
