UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 [FEE REQUIRED]
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For the Fiscal Year Ended December 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from to
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Commission File No. 000-24147
Killbuck Bancshares, Inc.
(Exact name of registrant
as specified in its charter)
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Ohio
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34-1700284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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165 North Main Street
Killbuck, Ohio 44637
(Address of principal executive offices)
Registrant’s telephone
number, including area code: (330) 276-2771
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock No Par Value
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None
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Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Exchange Act. Yes
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No
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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 than the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90
days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regional S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
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Yes
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No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
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-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
x
The
aggregate market value of the voting stock held by nonaffiliates of the registrant, calculated by reference to the stock valuation done on Killbuck Bancshares, Inc. common stock as of December 31, 2009 was $62.9 million (Registrant has assumed
that all of its executive officers and directors are affiliates. Such assumption shall not be deemed to be conclusive for any other purpose):
There were 616,706 shares of no par value common stock outstanding as of December 31, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
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1.
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Portions of the 2009 Annual Report to Shareholders
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2.
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Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 10, 2010. (Part III)
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FORM 10-K INDEX
PART I
PART II
PART III
PART IV
Signatures
PART I
Killbuck Bancshares, Inc. (the “Company”) may from time to time make written or oral “forward-looking statements”, including statements contained in the Company’s filings with the
securities and exchange commission (including this Annual Report on Form 10-K and the Exhibits thereto), in its report to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe
harbor” provisions of the private securities litigation reform act of 1995.
These forward-looking statements involve risks and
uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions that are subject to change based on various important factors (some of which are beyond the Company’s control). The following
factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States
economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, changes in real estate values in the Company’s primary lending areas, market and monetary fluctuations; the impact of changes in financial services’ laws and regulations (including laws concerning taxes,
banking, securities and insurance); technological changes, acquisitions; changes in consumer spending and savings habits; and the success of the Company at managing the risks involved in the foregoing.
The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement,
whether written or oral, that may be made from time to time by or on behalf of the Company.
Item 1. Business
Killbuck Bancshares, Inc. (the “Company”) was incorporated under the laws of the State of Ohio for the primary purpose of
acquiring and holding all of the outstanding shares of The Killbuck Savings Bank Company (the “Bank”). The principal office of the Company is located at 165 N. Main Street, Killbuck, Ohio. The Killbuck Savings Bank Company was incorporated
under the banking laws of the State of Ohio in 1900.
The Bank is headquartered in Killbuck, Ohio, which is in Holmes County. Holmes County is
located in northeastern Ohio, and has a population of approximately 41,000.
The Bank provides a wide range of retail banking services to
individuals and small to medium-sized businesses. These services include various deposit products, business and personal loans, credit cards, residential mortgage loans, home equity loans, internet banking, bill payment, and other consumer oriented
financial services including IRA accounts, Health Savings Accounts (HSA), safe deposit and night depository facilities. The Bank also has automatic teller machines (“ATM”) located at all locations providing 24 hour banking service to our
customers. The Bank belongs to STAR, a national ATM network with thousands of locations nationwide. Neither the Company nor the Bank has any foreign operations, assets, investments or deposits.
The Bank is the Company’s sole subsidiary. The Bank has ten offices, with seven in Holmes County including a loan production office, two in Knox County
and one in Tuscarawas County.
The Company, through its Bank subsidiary, conducts the business of a commercial banking organization. At
December 31, 2009, the Company and its subsidiary had total consolidated assets of $372.0 million and total consolidated shareholders’ equity of $43.1 million. The capital of the Company consists of 1,000,000 authorized shares of capital
stock, no par value of which 616,706 shares were issued and outstanding at December 31, 2009 to 992 shareholders.
The Bank is a state
chartered commercial bank, regulated by the Ohio Division of Financial Institutions (“ODFI”) and the Federal Reserve Board (“FRB”), with its deposits insured by the Federal Deposit Insurance Corporation (“FDIC”) to the
extent permitted by law.
Employees
As of December 31, 2009, the Bank had 100 full-time and 27 part-time employees. The Company had no employees. The Bank provides a number of benefits for its full-time employees, including health and
life insurance, pension, workers’ compensation, social security, paid vacations, and numerous bank services. No employees are union participants or subject to a collective bargaining agreement.
Competition
The commercial banking
business in the market areas served by the Bank is very competitive. Many of these competitors are substantially larger than the Bank. In addition to local bank competition, the Bank competes with larger commercial banks headquartered in
metropolitan areas, savings banks, credit unions, finance companies and other financial intermediaries for loans and deposits.
There are
eight financial institutions operating in Holmes County. As of June 30, 2009 (the most recent date for which such information is available), the Bank had the largest market share with $233.3 million in total deposits as of such date,
representing a market share of approximately 43%. The institution with the second largest market share had deposits of $195.9 million as of such date, representing a market share of approximately 36%.
Certain Regulatory Considerations
The following is a summary of certain statutes and regulations affecting the Company and its subsidiary. This summary is qualified in its entirety by such statutes and regulations.
The Company
The Company is a
registered bank holding company under the Bank Holding Company Act of 1956, as amended, (“BHC Act”) and as such is subject to regulation by the FRB. A bank holding company is required to file with the FRB quarterly reports and other
information regarding its business operations and those of its subsidiaries. A bank holding company and its subsidiary banks are also subject to examination by the FRB.
The BHC Act requires every bank holding company to obtain the prior approval of the FRB before acquiring substantially all the assets of any bank or bank holding company or ownership or control of any
voting shares of any bank or bank holding company, if, after such acquisition, it would own or control, directly or indirectly, more than five percent (5%) of the voting shares of such bank or bank holding company.
In approving acquisitions by bank holding companies of companies engaged in banking-related activities, the
FRB considers whether the performance of any such activity by a subsidiary of the holding company reasonably can be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, which
outweigh possible adverse effects, such as over concentration of resources, decrease of competition, conflicts of interest, or unsound banking practices.
Bank holding companies are restricted in, and subject to, limitations regarding transactions with subsidiaries and other affiliates.
In addition, bank holding companies and their subsidiaries are prohibited from engaging in certain “tie in” arrangements in connection with any extensions of credit, leases, sales of property,
or furnishing of services.
The Company Subsidiary
The Company operates the Bank as its only subsidiary. As an Ohio state-chartered commercial bank, the Bank is supervised and regulated by the ODFI, and is subject to the laws and regulations applicable to
all Ohio commercial banks.
Capital Requirements
The FRB, ODFI, and FDIC require banks and holding companies to maintain minimum capital ratios.
The FRB has promulgated “risk-adjusted” capital guidelines for bank holding companies. The ODFI and FDIC have adopted substantially similar risk-based capital guidelines with respect to the Bank. These ratios involve a
mathematical process of assigning various risk weights to different classes of assets, then evaluating the sum of the risk-weighted balance sheet structure against the Company’s capital base. The rules set the minimum guidelines for the ratio
of capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) at 8%. At least half of the total capital is to be composed of common equity, retained earnings, and a limited amount of perpetual
preferred stock less certain goodwill items (“Tier 1 Capital”). The remainder may consist of a limited amount of subordinated debt, other preferred stock, or a limited amount of loan loss reserves.
In addition, the federal banking regulatory agencies have adopted leverage capital guidelines for banks and bank holding companies. Under these guidelines,
banks and bank holding companies must maintain a minimum ratio of three percent (3%) Tier 1 Capital to total assets. The Federal Reserve Board has indicated, however, that banking organizations that are experiencing or anticipating significant
growth, are expected to maintain capital ratios well in excess of the minimum levels.
Regulatory authorities may increase such minimum
regulatory capital requirements for all banks and bank holding companies, as well as specific individual banks or bank holding companies. Mandated increases in the minimum required capital ratios could adversely affect the Company and the Bank,
including their ability to pay dividends.
At December 31, 2009, the Company’s respective total and Tier 1 risk-based capital ratios
and leverage ratios significantly exceeded the minimum regulatory requirements. See Notes to the Consolidated Financial Statements included in the Annual Report and incorporated herein by reference in the report as Exhibit 13.
Additional Regulation
The Bank is also subject to federal regulation as to such matters as required reserves, limitation as to the nature and amount of its loans and investments, regulatory approval of any merger or
consolidation, issuance or retirement of their own securities, limitations upon the payment of dividends and other aspects of banking operations. In addition, the activities and operations of the Bank are subject to a number of additional detailed,
complex and sometimes overlapping laws and regulations. These include state usury and consumer credit laws, state laws relating to fiduciaries, the Federal Truth-in-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and
Regulation B, the Fair Credit Reporting Act, the Truth in Savings Act, the Community Reinvestment Act, anti-redlining legislation and antitrust laws.
Dividend Regulation
The ability of the Company to obtain funds for the payment of dividends and for other cash
requirements is largely dependent on the amount of dividends that may be declared by the Bank. Generally, the Bank may not declare a dividend, without ODFI approval, if the total of dividends declared in a calendar year exceeds the total of its net
income for that year combined with its retained earnings of the preceding two years. At December 31, 2009, the Bank had the ability to pay dividends of approximately $3.9 million to the Company without prior regulatory approval.
Government Policies and Legislation
The policies of regulatory authorities, including the ODFI, FRB and FDIC have had a significant effect on the operating results of commercial banks in the past and are expected to do so in the future. An important function of the Federal
Reserve System is to regulate aggregate national credit and money supply through such means as open market dealings in securities, establishment of the discount rate on member bank borrowings, and changes in reserve requirements against member bank
deposits. Policies of these agencies may be influenced by many factors, including inflation, unemployment, short-term and long-term changes in the international trade balance and fiscal policies of the United States government.
Financial Services Modernization Act of 1999
Under the Gramm-Leach-Bliley Act (better known as the Financial Services Modernization Act of 1999), bank holding companies are entitled to become financial holding companies and thereby affiliate with securities firms and insurance
companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under the Federal Deposit Insurance Corporation Act of 1991
prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory
approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by
the Federal Reserve Board.
The Financial Services Modernization Act defines “financial in nature” to include:
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securities underwriting, dealing and market making;
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sponsoring mutual funds and investment companies;
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insurance underwriting and agency;
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merchant bank activities and activities that the Federal Reserve Board has determined to be closely relating to banking.
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In addition, a financial holding company may not acquire a company that is engaged in activities that are
financial in nature unless each of the subsidiary banks of the financial holding company has a Community Reinvestment Act rating of satisfactory or better.
The United States Congress has periodically considered and adopted legislation, such as the Gramm-Leach-Bliley Act, which has resulted in further deregulation of both banks and other financial
institutions, including mutual funds, securities brokerage firms and investment banking firms. No assurance can be given as to whether any additional legislation will be adopted or as to the effect such legislation would have on the business of the
Bank or the Company.
FDICIA
The Federal Deposit Insurance Company Improvement Act of 1991 (“FDICIA”), and the regulations promulgated under FDICIA, among other things, established five capital categories for insured depository institutions-well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized-and requires U.S. federal bank regulatory agencies to implement systems for “prompt corrective action” for insured depository
institutions that do no meet minimum capital requirements based on these categories. Unless a bank is well capitalized, it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. An
undercapitalized bank must develop a capital restoration plan and its parent bank holding company must guarantee the bank’s compliance with the plan up to the lesser of 5% of the banks or thrift’s assets at the time it became
undercapitalized and the amount needed to comply with the plan. As of December 31, 2009, the Company’s banking subsidiary was well capitalized pursuant to these prompt corrective action guidelines.
Deposit Insurance Assessments
The
deposits of the Company’s banking subsidiary are insured up to regulatory limits by the FDIC, and, accordingly, are subject to deposit insurance assessments based on the Federal Deposit Insurance Reform Act of 2005, as adopted and took effect
on April 21, 2006.
Deposit Insurance
The Federal Deposit Insurance Company Improvement Act of 1991 (“FDICIA”) requires federal bank regulatory authorities to take “prompt corrective action” with respect to banks that do
not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The amount each institution pays for FDIC
deposit insurance coverage is determined in accordance with a risk-based assessment system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums based upon their level of capital and
supervisory evaluation. Institutions classified as well capitalized (as defined by the FDIC) and considered healthy pay the lowest premium while institutions that are less than adequately capitalized (as defined by the FDIC) and considered
substantial supervisory concerns pay the highest premium. Because the Bank is presently “well capitalized” it pays the minimum deposit insurance premiums.
The Emergency Economic Stabilization Act 2008 provided a temporary increase in deposit insurance coverage for $100,000 to $250,000 per depositor. This legislation was effective immediately upon the
President’s signature on October 3, 2008. The basic deposit insurance limit was set to return to $100,000 on January 1, 2010, however, at this time, the date has been extended to December 31, 2013.
The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines,
after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order, or any condition imposed in writing
by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Management of the Company is not aware
of any activity or condition that could result in termination of the deposit insurance of the Bank.
Depositor Preference Statute
In the “liquidation or other resolution” of an institution by any receiver, U.S. federal legislation provides that deposits
and certain claims for administrative expenses and employee compensation against the insured depository institution would be afforded a priority over general unsecured claims against that institution, including federal funds and letters of credit.
Recent Legislation
In response to recent unprecedented financial market turmoil, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted in 2008. EESA authorized the U.S. Treasury Department to provide up to $700 billion in funding for
the financial services industry. Pursuant to the EESA, the Treasury was initially authorized to use $350 billion for the Troubled Asset Relief Program (TARP). Of this amount, Treasury allocated $250 billion to the TARP Capital Purchase Program. On
January 15, 2009, the second $350 billion of TARP monies was released to the Treasury. The Secretary’s authority under TARP expired on December 31, 2009. The Company previously determined to not participate in the TARP Capital
Purchase Program.
Before and after EESA, there have been numerous actions by the FRB, Congress, the Treasury, the FDIC, and the Securities
and Exchange Commission (“SEC”) and others to stabilize both the economy and the banking industry, including passage of the American Recovery and Reinvestment Act. In addition, there is significant potential for new federal regulations
relating to lending, funding practices, and liquidity and capital standards, and the bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations. These increased governmental actions
may increase our costs and limit our ability to pursue certain business opportunities.
Monetary Policies
The earnings of the Company are dependent upon the earnings of its wholly-owned subsidiary bank. The earnings of the subsidiary bank are affected by the
policies of regulatory authorities, including the Ohio Division of Financial Institutions, the Board of Governors of the FRB and the FDIC. The policies and regulations of the regulatory agencies have had and will continue to have a significant
effect on deposits, loans and investment growth, as well as the rate of interest earned and paid, and therefore will affect the earnings of the subsidiary bank and the Company in the future, although the degree of such future impact cannot
accurately be predicted.
Securities Laws and Compliance
In 1998, the Company’s common stock was registered under the Securities Exchange Act of 1934, as amended (“1934 Act”). This registration requires ongoing compliance with the 1934 Act and
its periodic filing requirements, as well as a wide range of federal and state securities laws. These requirements include, but are not limited to, the filing of annual, quarterly and other reports with the SEC, certain requirements as to the
solicitation of proxies from shareholders, as well as other proxy rules, and compliance with the reporting requirements and “short-swing” profit rules imposed by section 16 of the 1934 Act.
Reports to Security Holders
The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and proxy solicitation materials, as applicable, under Commission Regulation 14A. The public may
read and copy any materials the Company files with the Commission at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. The public may obtain
information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the Commission at
http://www.sec.gov
. The Company’s Internet website is
http://www.killbuckbank.com
. The proxy statement and annual report to security holders are available at
http://materials.proxyvote.com/494113
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Item 1A Risk Factors
Not applicable to Smaller Reporting Companies.
Item 1B Unresolved Staff Comments
None
Item 2 Description of Property
Properties
The Company and the Bank’s
executive offices are located at 165 North Main Street, Killbuck, Ohio. The Company pays no rent or other form of consideration for the use of this facility. All office properties are owned by the Bank. The Bank has seven offices located in Holmes
County (1), two in Knox County (2), and one in Tuscarawas County (3). The Bank’s total investment in office property and equipment was $11.4 million with a net book value $6.0 million at December 31, 2009. The offices are at the following
locations.
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Main Office: (1)
165 North
Main Street
Killbuck, Ohio 44637
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Mt. Hope Branch (1)
8115
State Rt. 241
Mt. Hope, Ohio 44660
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Millersburg Loan Annex (1)
164 N. Clay Street
Millersburg, Ohio 44654
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Millersburg North Branch (1)
181 N. Washington Street
Millersburg, Ohio 44654
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Millersburg South Branch (1)
1642 S. Washington Street
Millersburg, Ohio 44654
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Apple Valley Branch (2)
21841 Plank Road
Howard, Ohio 43028
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German Village Branch (1)
4900
Oak Street
Berlin, Ohio 44610
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Sugarcreek Branch (3)
1035
W. Main Street
Sugarcreek, Ohio 44681
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Danville Branch (2)
701 S.
Market Street
Danville, Ohio 43014
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Berlin Branch (1) (4)
4790
Township Road 366
Millersburg, Ohio 44654
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(4)
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Includes ATM location at 4853 Main Street, Berlin, Ohio 44610.
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Item 3 Legal Proceedings
Neither the Bank nor the
Company is involved in any material legal proceedings. The Bank, from time to time, is a party to litigation, which arises in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans,
and other issues related to the business of the Bank. In the opinion of management, the resolution of any such issues will generally not have a material adverse impact on the financial position, results of operation, or liquidity of the Bank or the
Company.
Item 4 Submission of Matters to Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
PART II
Item 5 Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchase of Equity Securities
The
Company’s common shares are currently quoted by a number of quotation services, including the Over the Counter Bulletin Board (the “OTCBB”) and the Pink Sheets Electronic Quotation Service (the “Pink Sheets”), as well as by
Community Banc Investments (“CBI”), each of which handles a limited amount of the Corporation’s stock transactions. The OTCBB and the Pink Sheets are both quotation services for “over-the-counter securities,” which are
generally considered to be any equity securities not otherwise listed on a national exchange, such as NASDAQ, NYSE or Amex. CBI is a licensed intrastate securities dealer that specializes in marketing the stock of independent banks in Ohio. The
Company’s
common shares are quoted on the OTCBB and the Pink Sheets under the trading symbol “KLIB.” At December 31, 2009, there were 616,706 of the Company’s shares issued and
outstanding, held by 992 shareholders of record and in street name.
The common stock of the Company trades infrequently. Parties interested
in buying or selling the Company’s stock are generally referred to Community Banc Investments (“CBI”). The quarterly high and low price information in the table below was obtained from CBI and the OTCBB.
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Quarter Ended
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High
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Low
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Cash
Dividends
Paid
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2009
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March 31
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$
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116.36
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$
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104.35
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N/A
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June 30
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105.12
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103.90
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$
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1.45
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September 30
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105.92
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104.18
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N/A
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December 31
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106.40
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104.67
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$
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1.55
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2008
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March 31
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$
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119.74
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$
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114.44
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N/A
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June 30
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115.40
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113.77
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$
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1.45
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September 30
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116.36
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113.91
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N/A
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December 31
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116.36
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115.48
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$
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1.50
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Management does not have knowledge of
the prices paid in all transactions and has not verified the accuracy of those prices that have been reported. Because of the lack of an established market for the Company’s stock, these prices may not reflect the actual prices at which the
stock would trade in a more active market.
Cash dividends are paid on a semi-annual basis. The Company has paid regular semi-annual cash
dividends for the last eighteen years, and assuming the ability to do so, it is management’s intent that the Company will continue to declare regular semi-annual cash dividends.
For information on dividends per share, earnings per share and ratio of dividends to earnings per share, see the Selected Financial Data of the 2009 Annual Report to Shareholders of Killbuck Bancshares,
Inc, included in this Report as Exhibit 13 and incorporated herein by reference.
The ability of the Company to pay dividends will depend on
the earnings of the Bank and its financial condition, as well as other factors such as market conditions, interest rates and regulatory requirements. Therefore, no assurances may be given as to the continuation of the Company’s ability to pay
dividends or maintain its present level of earnings. For a discussion on Bank dividends see the Notes to the Consolidated Financial Statements of the 2009 Annual Report to Shareholders of Killbuck Bancshares, Inc. included in this Report as Exhibit
13 and incorporated herein by reference.
The common stock of the Company is not subject to any redemption provisions or restrictions on
alienability. The common stock is entitled to share pro rata in dividends and in distributions in the event of dissolution or liquidation. There are not any options, warrants, privileges nor other rights with respect to the Company shares at the
present time, nor are any such rights proposed to be issued.
Unregistered Sales of Equity Securities and Use of Proceeds
None
Issuer Purchases of Equity Securities
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Period
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(a) Total
Number of
Shares (or
Units)
Purchased
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(b)
Average Price
Paid per Share
(or Unit)
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(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly
Announced
Plans or Programs (1)
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(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased
Under the
Plans or Programs
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October 1 – 31, 2009
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525
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$
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105.92
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N/A
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N/A
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November 1 – 30, 2009
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
December 1 – 31, 2009
|
|
10
|
|
$
|
104.67
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
Total (2)
|
|
535
|
|
$
|
105.90
|
|
N/A
|
|
N/A
|
|
(1)
|
The Company does not have any publicly announced share repurchase plans as of December 31, 2009.
|
|
(2)
|
535 shares of common stock were purchased by Killbuck Bancshares in open-market transactions.
|
Item 6 Selected Consolidated Financial Data
Selected Consolidated Financial Data of the 2009 Annual Report to Shareholders of Killbuck Bancshares, Inc. is included in this Report as part of Exhibit 13, and is incorporated herein by reference.
Item 7 Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the
2009 Annual Report to Shareholders of Killbuck Bancshares, Inc. and filed with this Report as Exhibit 13, and incorporated herein by reference.
Investment Portfolio
Book Value of Investments
Carrying values of investment securities at December 31 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. Government Agencies and Corporations
|
|
$
|
64,841
|
|
$
|
50,939
|
|
$
|
53,116
|
|
$
|
34,753
|
|
$
|
14,307
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
494
|
|
|
611
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale
|
|
|
65,335
|
|
|
51,550
|
|
|
54,116
|
|
|
34,753
|
|
|
14,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
|
35,087
|
|
|
32,168
|
|
|
29,552
|
|
|
29,993
|
|
|
30,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities held to maturity
|
|
|
35,087
|
|
|
32,168
|
|
|
29,552
|
|
|
29,993
|
|
|
30,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
100,422
|
|
$
|
83,718
|
|
$
|
83,668
|
|
$
|
64,746
|
|
$
|
45,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MATURITY SCHEDULE OF INVESTMENTS
The following table presents the investment portfolio, the weighted average yield and maturities at December 31, 2009 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After three months but
|
|
|
After one year but
|
|
|
After five but
|
|
|
|
|
|
|
|
|
|
|
|
Within three months
|
|
|
Within one year
|
|
|
Within five years
|
|
|
Within ten years
|
|
|
After 10 years
|
|
|
|
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Total
|
|
Available for Sale (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage backed securities
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
1,548
|
|
3.24
|
%
|
|
$
|
2,879
|
|
3.07
|
%
|
|
$
|
2,005
|
|
0.73
|
%
|
|
$
|
2,258
|
|
1.17
|
%
|
|
$
|
8,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. Government sponsored enterprises
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
3,084
|
|
5.25
|
%
|
|
$
|
44,913
|
|
2.57
|
%
|
|
$
|
8,154
|
|
3.71
|
%
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
56,151
|
|
Mutual funds
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
494
|
|
0.0
|
%
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
—
|
|
0.0
|
%
|
|
$
|
5,126
|
|
4.14
|
%
|
|
$
|
47,792
|
|
2.60
|
%
|
|
$
|
10,159
|
|
3.12
|
%
|
|
$
|
2,258
|
|
1.17
|
%
|
|
$
|
65,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions (2)
|
|
$
|
500
|
|
2.10
|
%
|
|
$
|
2,467
|
|
4.46
|
%
|
|
$
|
15,124
|
|
4.15
|
%
|
|
$
|
16,401
|
|
3.73
|
%
|
|
$
|
595
|
|
4.31
|
%
|
|
$
|
35,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
500
|
|
2.10
|
%
|
|
$
|
2,467
|
|
4.46
|
%
|
|
$
|
15,124
|
|
4.15
|
%
|
|
$
|
16,401
|
|
3.73
|
%
|
|
$
|
595
|
|
4.31
|
%
|
|
$
|
35,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The weighted average yield has been computed using the historical amortized cost for available for sale securities.
|
|
(2)
|
Weighted average yields on nontaxable obligations have been computed based on actual yield stated on the security.
|
Excluding holdings of U.S. Treasuries and Government sponsored enterprises, there were no investments in securities of any one issuer that exceeded 10% of
the Company’s shareholders equity at December 31, 2009.
TYPES OF LOANS
The following table presents the composition of the loan portfolio (before consideration of loan origination fees and the allowance for loan losses), as well as the percentage of loans by type (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
Amount
|
|
% of
Total Loans
|
|
|
Amount
|
|
% of
Total Loans
|
|
|
Amount
|
|
% of
Total Loans
|
|
|
Amount
|
|
% of
Total Loans
|
|
|
Amount
|
|
% of
Total Loans
|
|
|
Real estate-residential
|
|
$
|
81,505
|
|
38.8
|
%
|
|
$
|
72,663
|
|
35.8
|
%
|
|
$
|
72,858
|
|
36.6
|
%
|
|
$
|
77,025
|
|
39.6
|
%
|
|
$
|
90,976
|
|
43.5
|
%
|
|
Real estate-farm
|
|
|
9,729
|
|
4.6
|
|
|
|
8,843
|
|
4.4
|
|
|
|
9,967
|
|
5.0
|
|
|
|
13,368
|
|
6.9
|
|
|
|
14,550
|
|
7.0
|
|
|
Real estate-commercial
|
|
|
57,924
|
|
27.6
|
|
|
|
59,505
|
|
29.3
|
|
|
|
59,817
|
|
30.0
|
|
|
|
50,147
|
|
25.8
|
|
|
|
47,312
|
|
22.7
|
|
|
Real estate-construction
|
|
|
11,873
|
|
5.6
|
|
|
|
12,077
|
|
5.9
|
|
|
|
7,778
|
|
3.9
|
|
|
|
10,917
|
|
5.6
|
|
|
|
9,447
|
|
4.5
|
|
|
Commercial and other
|
|
|
43,068
|
|
20.5
|
|
|
|
43,239
|
|
21.3
|
|
|
|
41,678
|
|
20.9
|
|
|
|
36,225
|
|
18.6
|
|
|
|
38,399
|
|
18.4
|
|
|
Consumer and credit card
|
|
|
6,140
|
|
2.9
|
|
|
|
6,901
|
|
3.3
|
|
|
|
7,201
|
|
3.6
|
|
|
|
6,941
|
|
3.5
|
|
|
|
8,217
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
210,239
|
|
100.0
|
%
|
|
$
|
203,228
|
|
100.0
|
%
|
|
$
|
199,299
|
|
100.0
|
%
|
|
$
|
194,623
|
|
100.0
|
%
|
|
$
|
208,901
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The largest category of loans comprising the Bank’s loan portfolio is residential real estate loans.
These loans are primarily single-family residential real estate loans secured by a first mortgage on the dwelling. The risks associated with these loans are primarily the risk of default in repayment and inadequate collateral. Real estate commercial
loans represent the second largest category and include development loans as well as investment commercial real estate loans. These loans have risks, which include the risk of default in the repayment of principal and inadequate collateral as well
as the risk of cash flow interruption due to, in the case of rental real estate, the inability to obtain or collect adequate rental rates. The next largest loan segment of the Bank’s loan portfolio is the commercial and other category. The
loans comprising this category represent loans to business interests located primarily within the Bank’s defined market areas. The Bank has no significant industry loan concentration. Commercial loans include both secured and unsecured loans.
The risks associated with these loans are principally the risk in default of the repayment of principal resulting from economic problems of the commercial customer, an economic downturn affecting the market in general and, in the case of secured
loans, inadequate collateral.
MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATE
The following table presents maturity distribution and interest rate sensitivity of real estate – commercial, real estate—construction and
commercial and other loans at December 31, 2009 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
1 Year
|
|
After 1 Year
Within 5
Years
|
|
After 5 Years
|
|
Total
|
|
|
|
|
|
|
|
Real estate – commercial
|
|
$
|
30,668
|
|
$
|
22,790
|
|
$
|
4,466
|
|
$
|
57,924
|
|
Real estate – construction
|
|
|
8,049
|
|
|
3,464
|
|
|
360
|
|
|
11,873
|
|
Commercial and other
|
|
|
30,793
|
|
|
10,116
|
|
|
2,159
|
|
|
43,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69,510
|
|
$
|
36,370
|
|
$
|
6,985
|
|
$
|
112,865
|
|
|
|
|
|
|
|
Fixed interest rates
|
|
$
|
4,495
|
|
$
|
16,029
|
|
$
|
4,634
|
|
$
|
25,158
|
|
Variable interest rates
|
|
|
65,015
|
|
|
20,341
|
|
|
2,351
|
|
|
87,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69,510
|
|
$
|
36,370
|
|
$
|
6,985
|
|
$
|
112,865
|
RISK ELEMENTS
Loans are subject to ongoing periodic monitoring by management and the Board of Directors. The Company ceases accruing interest on residential mortgages secured by real estate and consumer loans when
principal or interest payments are delinquent 90 days or more. Commercial loans that are 90 days or more past due are reviewed by the Executive Vice President and the loan officer to determine whether they will be classified as nonperforming. These
officers review various factors which include, but are not limited to, the timing of the maturity of the loan in relation to the ability to collect, whether the loan is deemed to be well secured, whether the loan is in the process of collection, and
the favorable results of the analysis of customer financial data. A nonperforming loan will only be reclassified as a performing loan when stringent criteria have been met. At the time the accrual of interest is discontinued, future income is
recognized only when cash is received or the loan has been returned to performing loan status. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the
deterioration of the borrower. At December 31, 2009, the Company had no nonperforming loans and one piece of other real estate owned with a carrying value of $23,000. The following table presents information concerning nonperforming assets
including nonaccrual loans, loans 90 days or more past due, renegotiated loans, other real estate and repossessed assets at December 31, (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Loans on nonaccrual basis
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
839
|
|
|
$
|
471
|
|
|
$
|
632
|
|
|
Loans past due 90 days or more
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Renegotiated loans
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans
|
|
|
—
|
|
|
|
73
|
|
|
|
839
|
|
|
|
471
|
|
|
|
632
|
|
|
|
|
|
|
|
|
|
Other real estate
|
|
|
23
|
|
|
|
—
|
|
|
|
—
|
|
|
|
80
|
|
|
|
700
|
|
|
Repossessed assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets
|
|
$
|
23
|
|
|
$
|
73
|
|
|
$
|
839
|
|
|
$
|
551
|
|
|
$
|
1,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as a percent of total loans
|
|
|
.00
|
%
|
|
|
.04
|
%
|
|
|
.42
|
%
|
|
|
.24
|
%
|
|
|
.30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as a percent of total assets
|
|
|
.00
|
%
|
|
|
.02
|
%
|
|
|
.25
|
%
|
|
|
.15
|
%
|
|
|
.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets as a percent of total assets
|
|
|
.01
|
%
|
|
|
.02
|
%
|
|
|
.25
|
%
|
|
|
.18
|
%
|
|
|
.45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of interest income that would have been recognized had the loans performed in accordance with
their original terms was less than $5,000 for the year ended December 31, 2009.
There are not any loans as of December 31, 2009,
where known information about the borrower caused management to have serious doubts about the borrower’s ability to comply with their contractual repayment obligations. There are no concentrations of loans to borrowers engaged in similar
activities which exceed 10% of total loans of which management is aware. Based upon the ongoing quarterly review and assessment of credit quality, management is not aware of any trends or uncertainties related to any accounts which might have a
material adverse effect on future earnings, liquidity or capital resources.
There are no other interest-bearing assets that would be subject
to disclosure as either nonperforming or impaired.
LOAN LOSS EXPERIENCE
Management makes periodic provisions to the allowance for loan losses to maintain the allowance at an acceptable level commensurate with the credit risks inherent in the loan portfolio. There can be no
assurances, however, that additional provisions will not be required in future periods. The following table presents a summary of loan losses by loan type and changes in the allowance for loan losses for the years ended December 31, (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses at beginning of year
|
|
$
|
2,525
|
|
|
$
|
2,510
|
|
|
$
|
2,394
|
|
|
$
|
2,313
|
|
|
$
|
2,646
|
|
|
Provision charged to expense
|
|
|
2
|
|
|
|
61
|
|
|
|
127
|
|
|
|
215
|
|
|
|
377
|
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate-residential
|
|
|
21
|
|
|
|
19
|
|
|
|
6
|
|
|
|
212
|
|
|
|
4
|
|
|
Real estate-farm
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Real estate-commercial
|
|
|
37
|
|
|
|
33
|
|
|
|
71
|
|
|
|
92
|
|
|
|
500
|
|
|
Real estate-construction
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Commercial and other
|
|
|
59
|
|
|
|
37
|
|
|
|
16
|
|
|
|
181
|
|
|
|
228
|
|
|
Consumer and credit card
|
|
|
16
|
|
|
|
24
|
|
|
|
39
|
|
|
|
9
|
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs
|
|
|
133
|
|
|
|
113
|
|
|
|
132
|
|
|
|
494
|
|
|
|
784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate-residential
|
|
|
—
|
|
|
|
—
|
|
|
|
57
|
|
|
|
32
|
|
|
|
—
|
|
|
Real estate-farm
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Real estate-commercial
|
|
|
12
|
|
|
|
42
|
|
|
|
27
|
|
|
|
308
|
|
|
|
—
|
|
|
Real estate-construction
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Commercial and other
|
|
|
19
|
|
|
|
14
|
|
|
|
16
|
|
|
|
—
|
|
|
|
25
|
|
|
Consumer and credit card
|
|
|
16
|
|
|
|
11
|
|
|
|
21
|
|
|
|
20
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries
|
|
|
47
|
|
|
|
67
|
|
|
|
121
|
|
|
|
360
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
86
|
|
|
|
46
|
|
|
|
11
|
|
|
|
134
|
|
|
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses at end of period
|
|
$
|
2,441
|
|
|
$
|
2,525
|
|
|
$
|
2,510
|
|
|
$
|
2,394
|
|
|
$
|
2,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans outstanding
|
|
$
|
210,239
|
|
|
$
|
203,228
|
|
|
$
|
199,299
|
|
|
$
|
194,623
|
|
|
$
|
208,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loans outstanding
|
|
$
|
207,846
|
|
|
$
|
201,179
|
|
|
$
|
202,692
|
|
|
$
|
202,525
|
|
|
$
|
215,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses as a percent of total loans
|
|
|
1.16
|
%
|
|
|
1.24
|
%
|
|
|
1.26
|
%
|
|
|
1.23
|
%
|
|
|
1.11
|
%
|
|
|
|
|
|
|
|
|
Net charge-offs as a percent of average loans
|
|
|
.04
|
%
|
|
|
.02
|
%
|
|
|
.01
|
%
|
|
|
.07
|
%
|
|
|
.33
|
%
|
The Bank reviews the adequacy of its allowance for loan losses on a quarterly basis. In determining the
adequacy of its allowance account the Bank makes allocations based upon loan categories, nonaccrual, past due and classified loans. The Bank has determined that the allowance is adequate as of December 31, 2009, based upon its analysis and
experience. However, there can be no assurance that the current allowance for loan losses will be adequate to absorb all future loan losses.
The following table presents management’s estimate of the allocation of the allowance for loan losses
among the loan categories, although the entire allowance balance is available to absorb any actual charge-offs that may occur, along with the percentage of loans in each category to total loans for the years ended December 31 (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
Allowance
|
|
% of
Loans
to
Total
Loans
|
|
|
Allowance
|
|
% of
Loans
to
Total
Loans
|
|
|
Allowance
|
|
% of
Loans
to
Total
Loans
|
|
|
Allowance
|
|
% of
Loans
to
Total
Loans
|
|
|
Allowance
|
|
% of
Loans
to
Total
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate – residential
|
|
$
|
860
|
|
38.8
|
%
|
|
$
|
524
|
|
35.8
|
%
|
|
$
|
621
|
|
36.6
|
%
|
|
$
|
540
|
|
39.6
|
%
|
|
$
|
323
|
|
43.5
|
%
|
|
Real estate – farm
|
|
|
55
|
|
4.6
|
|
|
|
212
|
|
4.4
|
|
|
|
21
|
|
5.0
|
|
|
|
60
|
|
6.9
|
|
|
|
—
|
|
7.0
|
|
|
Real estate – commercial
|
|
|
591
|
|
27.6
|
|
|
|
990
|
|
29.3
|
|
|
|
566
|
|
30.0
|
|
|
|
451
|
|
25.8
|
|
|
|
257
|
|
22.7
|
|
|
Real estate – construction
|
|
|
67
|
|
5.6
|
|
|
|
—
|
|
5.9
|
|
|
|
—
|
|
3.9
|
|
|
|
—
|
|
5.6
|
|
|
|
—
|
|
4.5
|
|
|
Commercial and other loans
|
|
|
800
|
|
20.5
|
|
|
|
544
|
|
21.3
|
|
|
|
1,191
|
|
20.9
|
|
|
|
1,181
|
|
18.6
|
|
|
|
1,598
|
|
18.4
|
|
|
Consumer and credit loans
|
|
|
68
|
|
2.9
|
|
|
|
255
|
|
3.3
|
|
|
|
111
|
|
3.6
|
|
|
|
162
|
|
3.5
|
|
|
|
135
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,441
|
|
100.0
|
%
|
|
$
|
2,525
|
|
100.0
|
%
|
|
$
|
2,510
|
|
100.0
|
%
|
|
$
|
2,394
|
|
100.0
|
%
|
|
$
|
2,313
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTRACTUAL OBLIGATIONS
The following table presents, as of December 31, 2009, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation
is included in the referenced Note to the Consolidated Financial Statements for December 31, 2009, attached hereto as Exhibit 13 to this Annual Report on Form 10K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Note
Reference
|
|
One Year
or Less
|
|
One to
Three
Years
|
|
Three to
Five
Years
|
|
Over
Five
Years
|
|
Total
|
|
|
|
|
|
|
|
|
|
Borrowed funds
|
|
8, 9
|
|
$
|
6,266
|
|
|
385
|
|
|
149
|
|
|
72
|
|
$
|
6,872
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
|
7
|
|
|
100,959
|
|
|
37,892
|
|
|
15,050
|
|
|
12
|
|
|
153,913
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
12
|
|
|
20
|
|
|
42
|
|
|
63
|
|
|
189
|
|
|
314
|
|
|
|
|
|
|
|
|
|
Deposits without a stated maturity
|
|
N/A
|
|
|
167,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
274,627
|
|
$
|
38,319
|
|
$
|
15,262
|
|
$
|
273
|
|
$
|
328,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
The following table details the amounts and expected maturities of significant commitments as of December 31, 2009. Further discussion of these
commitments is included in Notes to the Consolidated Financial Statements, attached hereto as Exhibit 13 to this Annual Report on Form 10K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
One Year
or Less
|
|
One to
Three
Years
|
|
Three to
Five Years
|
|
Over Five
Years
|
|
Total
|
|
|
|
|
|
|
|
|
Commitments to extend credit
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
18,999
|
|
27
|
|
—
|
|
—
|
|
19,026
|
|
Residential real estate
|
|
|
3,227
|
|
465
|
|
—
|
|
—
|
|
3,692
|
|
Revolving home equity
|
|
|
—
|
|
—
|
|
—
|
|
14,114
|
|
14,114
|
|
Credit card lines
|
|
|
3,956
|
|
—
|
|
—
|
|
—
|
|
3,956
|
|
Standby letters of credit
|
|
|
1,235
|
|
—
|
|
—
|
|
—
|
|
1,235
|
Item 7A Quantitative and Qualitative Disclosures About Market Risk
See the section
Quantitative and Qualitative Disclosures About Market Risk contained in the Company’s Management Discussion and Analysis attached hereto as Exhibit 13 and incorporated herein by reference.
Item 8 Financial Statements and Supplementary Data
The report of the Independent Registered Public Accountants and the Consolidated Financial Statements included in the 2009 Annual Report to Shareholders
of Killbuck Bancshares, Inc. and filed with this Report as Exhibit 13 and are incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s
President and Chief Executive Officer and Vice President and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the
President and Chief Executive Officer and Vice President and Treasurer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s calendar quarter ended December 31, 2009, that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial
Reporting
Management is responsible for the preparation and fair presentation of the financial statements included in this Annual Report.
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgments and estimates concerning effects of events and transactions
that are accounted for or disclosed.
Management is also responsible for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. Management recognizes that
there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over
financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
In order to ensure that the Company’s internal control over financial reporting is effective, management is required to evaluate, with the
participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s internal control over financial reporting as of the end of each year and did so most recently for its financial
reporting as of December 31, 2009. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting was based on criteria for effective internal control over financial reporting described in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management has concluded that the internal control over financial reporting was effective
as of December 31, 2009. This Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject
to attestation by the Company’s registered independent public accounting firm pursuant to temporary rules of the Securities and Exchange Commission which permits the Company to provide only management’s report in this Annual Report.
The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company’s accounting policies,
financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and
compensation of the independent registered public accounting firm and approves decisions regarding the appointment or removal of the Company’s internal auditors. The Committee meets
periodically with management, the independent registered public accountants and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing
and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company’s financial reports. The independent registered public accountants and the internal auditors have full and unlimited access to
the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matter which they believe should be brought to the attention of the Audit Committee.
Item 9B. Other Information
None
PART III
Item 10 Directors and Executive Officers of Registrant
The following table lists the Executive Officers of the Company and its subsidiary, The Killbuck Savings Bank Company, and certain other information with
respect to each individual as of December 31, 2009. The information required by this item with respect to Directors and other executive officers of the Company and its subsidiary, The Killbuck Savings Bank Company, is incorporated herein by
reference to the information under the heading “Election of Directors and Information with Respect to Directors and Officers” in the Proxy Statement of the Company. The information required regarding disclosure of any known late filings or
failure by an insider to file a report required by Section 16(a) of the Securities Exchange Act is incorporated herein by reference to the information under the heading “Compliance with Section 16(a) of the Securities Exchange Act of
1934” in the Proxy Statement of the Company.
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Name
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Age
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All Positions with Company and Bank
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Luther E. Proper
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60
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President and CEO of the Company and the Bank since 1991. Vice-chairman of the Board of Directors of both the Company and the Bank since 2001.
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Craig A. Lawhead
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52
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Vice president and treasurer of Company since 1992; Executive vice president of bank since 1991.
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The Company has adopted a Code of Ethics that applies to its principal executive, financial and accounting officers. A copy of the Code of Ethics is posted on the Company’s web site at
http://www.killbuckbank.com
. In the event we make any amendment to, or grant any waiver of, a provision of the Code of Ethics that applies to the principal executive, financial or accounting officer, or any person performing similar
functions, that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver, the nature of and reasons for it, along with the name of the person to whom it was granted and the date, on our internet website.
Item 11 Executive Compensation
Information required by this item is incorporated herein by reference to the information under the heading “Executive Compensation and Other Information” in the Proxy Statement of the Company.
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated herein by reference to the information under the heading “Principal
Shareholders” and “Security Ownership of Management” in the Proxy Statement of the Company. The Company currently has no equity compensation plans or arrangements, such as stock option or restricted stock arrangements, pursuant to
which equity securities of the Company are authorized for issuance.
Item 13 Certain Relationships and Related Transactions
Information required by this item is incorporated herein by reference to the information under the heading “Director Independence
and Related Party Transactions” in the Proxy Statement of the Company and in the Notes to Consolidated Financial Statements included in the 2009 Annual Report to Shareholders filed with this Report as Exhibit 13.
Item 14 Principal Accountant Fees and Services
Information required by this item is incorporated herein by reference to the information under the heading “Audit Committee Report” in the Proxy Statement of the Company.
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8
Financial Statements and Schedules
The following Consolidated Financial Statements of Killbuck Bancshares, Inc. included in the Annual Report to Shareholders covering
the Years Ended December 31, 2009, 2008, and 2007 are incorporated by reference in item 8:
Report of Independent Registered Public
Accounting Firm
Consolidated Balance Sheet at December 31, 2009 and 2008
Consolidated Statement of Income for the Years Ended December 31, 2009, 2008 and 2007
Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2009, 2008 and 2007
Consolidated
Statement of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements
Schedules are omitted because they are inapplicable, not required, or the information is included in the Consolidated Financial Statements or Notes thereto.
Exhibits
The following exhibits are filed herewith and/or are incorporated herein by reference.
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Exhibit
Number
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Description
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3(i)
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Certificate and Articles of Incorporation of Killbuck Bancshares, Inc.*
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3(ii)
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Code of Regulations of Killbuck Bancshares, Inc.*
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10.1
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Employment Agreement dated April 23, 2007 between Killbuck Savings Bank Company and Luther E. Proper. **
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10.2
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Employment Agreement dated April 23, 2007 between Killbuck Savings Bank Company and Craig A. Lawhead. **
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12
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Statement regarding computation of ratios.
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13
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Portions of the 2009 Annual Report to Shareholders
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21
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Subsidiary of the Holding Company.*
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31.1
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Rule 13a-14(a) Certification
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003.
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31.2
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Rule 13a-14(a) Certification
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32.2
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Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003.
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*
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Incorporated by reference to an identically numbered exhibit to the Form 10 (File No. 000-24147) filed with the SEC on April 30, 1998 and subsequently amended on
July 8, 1998 and July 31, 1998.
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**
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Incorporated by reference to an identically numbered exhibit to the Form 8-K filed with the SEC on April 23, 2007.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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Killbuck Bancshares, Inc.
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(Registrant)
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By:
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/s/ Luther E. Proper
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Luther E. Proper
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President and Chief Executive Officer/Director
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(Duly authorized representative)
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Pursuant
to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signatures
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Description
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Date
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/s/ Luther E. Proper
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President, Chief Executive Officer and Director
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March 22, 2010
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Luther E. Proper
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/s/ John W. Baker
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Director
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March 22, 2010
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John W. Baker
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/s/ Ted Bratton
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Director
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March 22, 2010
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Ted Bratton
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/s/ Gail E. Patterson
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Director
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March 22, 2010
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Gail E. Patterson
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/s/ Allan R. Mast
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Director
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March 22, 2010
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Allan R. Mast
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/s/ Max A. Miller
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Director
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March 22, 2010
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Max A. Miller
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/s/ Dean J. Mullet
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Director
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March 22, 2010
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Dean J. Mullet
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/s/ Kenneth E. Taylor
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Director
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March 22, 2010
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Kenneth E. Taylor
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/s/ Michael S. Yoder
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Director
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March 22, 2010
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Michael S. Yoder
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Killbuck Bancshares (PK) (USOTC:KLIB)
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