Killbuck Bancshares (KLIB) 10-Q 2005 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For Quarter Ended June 30, 2005

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

Commission File Number 000-24147

KILLBUCK BANCSHARES, INC.

(Exact name of registrant as specified in its Charter)

OHIO	34-1700284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

165 N. Main Street, Killbuck, OH 44637

(Address of principal executive offices and zip code)

(330) 276-2771

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

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

Class: Common Stock, no par value

Outstanding at July 22, 2005: 654,338

KILLBUCK BANCSHARES, INC.

Index

		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Consolidated Balance Sheet as of June 30, 2005 and December 31, 2004	3
	Consolidated Statement of Income for the six months ended June 30, 2005 and 2004	4
	Consolidated Statement of Income for the three months ended June 30, 2005 and 2004	5
	Consolidated Statement of Changes In Shareholders’ Equity for the six months ended June 30, 2005	6
	Consolidated Statement of Cash Flows for the six months ended June 30, 2005 and 2004	7
	Notes to Unaudited Consolidated Financial Statements	8-9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10-19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20-21
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Proceeds	23
Item 3.	Default Upon Senior Securities	23
Item 4.	Submissions of Matters to a Vote of Security Holders	23-24
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES		25

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Killbuck Bancshares, Inc.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

	June 30, 2005			December 31, 2004
ASSETS
Cash and cash equivalents:
Cash and amounts due from depository institutions	$	9,571,732		$	12,163,199
Federal funds sold		4,500,000			9,500,000
Total cash and cash equivalents		14,071,732			21,663,199
Investment securities:
Securities available for sale		8,317,999			9,754,110
Securities held to maturity (fair value of $36,885,650 and $37,947,368)		35,272,061			36,015,317
Total investment securities		43,590,060			45,769,427
Loans (net of allowance for loan losses of $2,520,601 and $2,645,981)		214,888,590			214,161,315
Loans held for sale		426,600			167,500
Premises and equipment, net		5,255,240			4,949,795
Accrued interest receivable		1,043,218			927,860
Goodwill, net		1,329,249			1,329,249
Other assets		5,206,878			4,898,694
Total assets	$	285,811,567		$	293,867,039
LIABILITIES
Deposits:
Noninterest bearing demand	$	43,316,063		$	47,185,066
Interest bearing demand		32,539,151			34,569,644
Money market		15,739,921			17,504,480
Savings		41,820,135			43,282,000
Time		106,916,875			104,807,571
Total deposits		240,332,145			247,348,761
Federal Home Loan Bank advances		4,552,165			6,845,342
Short-term borrowings		3,675,000			3,730,000
Accrued interest and other liabilities		780,647			584,002
Total liabilities		249,339,957			258,508,105
SHAREHOLDERS’ EQUITY
Common stock – No par value: 1,000,000 shares authorized, 718,431 issued		8,846,670			8,846,670
Retained earnings		32,852,886			31,558,974
Accumulated other comprehensive income (loss)		(8,726	)		35,201
Treasury stock, at cost (62,343 and 60,945 shares)		(5,219,220	)		(5,081,911	)
Total shareholders’ equity		36,471,610			35,358,934
Total liabilities and shareholders’ equity	$	285,811,567		$	293,867,039

See accompanying notes to the unaudited consolidated financial statements.

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

	Six Months Ended June 30,
	2005		2004
INTEREST INCOME
Interest and fees on loans	$	6,687,123	$	5,616,648
Federal funds sold		89,160		19,997
Investment securities:
Taxable		231,361		323,208
Exempt from federal income tax		778,747		860,894
Total interest income		7,786,391		6,820,747
INTEREST EXPENSE
Deposits		1,698,071		1,479,021
Federal Home Loan Bank advances		152,017		108,251
Short term borrowings		13,155		3,980
Total interest expense		1,863,243		1,591,252
NET INTEREST INCOME		5,923,148		5,229,495
Provision for loan losses		150,000		120,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		5,773,148		5,109,495
NON INTEREST INCOME
Service charges on deposit accounts		411,200		386,647
Gain on sale of loans, net		37,718		34,515
BOLI		74,538		—
Other income		148,124		73,826
Total non interest income		671,580		494,988
NON INTEREST EXPENSE
Salaries and employee benefits		2,111,910		1,985,360
Occupancy and equipment expense		485,115		486,535
Professional fees		177,134		119,173
Franchise tax		220,645		216,467
Other expenses		793,357		821,218
Total non interest expense		3,788,161		3,628,753
INCOME BEFORE INCOME TAXES		2,656,567		1,975,730
Income taxes		673,406		420,433
NET INCOME	$	1,983,161	$	1,555,297
Earning per common share	$	3.02	$	2.34
Dividend per share	$	1.05	$	0.95
Weighted Average shares outstanding		656,724		663,644

See accompanying notes to the unaudited consolidated financial statements.

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

	Three Months Ended June 30,
	2005		2004
INTEREST INCOME
Interest and fees on loans	$	3,464,604	$	2,848,717
Federal funds sold		58,936		6,214
Investment securities:
Taxable		109,604		151,414
Exempt from federal income tax		385,126		428,413
Total interest income		4,018,270		3,434,758
INTEREST EXPENSE
Deposits		913,351		724,029
Federal Home Loan Bank advances		76,028		52,766
Short term borrowings		8,563		2,632
Total interest expense		997,942		779,427
NET INTEREST INCOME		3,020,328		2,655,331
Provision for loan losses		75,000		30,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,945,328		2,625,331
NON INTEREST INCOME
Service charges on deposit accounts		222,976		203,306
Gain on sale of loans, net		17,968		7,578
BOLI		39,081		—
Other income		80,662		39,554
Total non interest income		360,687		250,438
NON INTEREST EXPENSE
Salaries and employee benefits		941,155		1,059,009
Occupancy and equipment expense		226,831		242,814
Professional fees		69,982		46,935
Franchise tax		109,645		108,467
Other expenses		395,829		425,837
Total non interest expense		1,743,442		1,883,062
INCOME BEFORE INCOME TAXES		1,562,573		992,707
Income taxes		424,561		210,578
NET INCOME	$	1,138,012	$	782,129
Earning per common share	$	1.73	$	1.18
Dividend per share	$	1.05	$	0.95
Weighted Average shares outstanding		656,402		662,919

See accompanying notes to the unaudited consolidated financial statements.

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2005

	Common Stock		Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total Shareholders’ Equity			Comprehensive Income
Balance, December 31, 2004	$	8,846,670	$	31,558,974		$	35,201		$	(5,081,911	)	$	35,358,934
Net income				1,983,161									1,983,161		$	1,983,161
Purchase of Treasury stock, at cost (1,398 shares)										(137,309	)		(137,309	)
Other comprehensive income (loss):
Net unrealized loss on securities, net of tax							(43,927	)					(43,927	)		(43,927	)
Comprehensive income															$	1,939,234
Cash dividends paid ($1.05 per share)				(689,249	)								(689,249	)
Balance, June 30, 2005	$	8,846,670	$	32,852,886		$	(8,726	)	$	(5,219,220	)	$	36,471,610

See accompanying notes to the unaudited consolidated financial statements.

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Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2005			2004
OPERATING ACTIVITIES
Net income	$	1,983,161		$	1,555,297
Adjustments to reconcile net income to net cash provided by
Operating activities:
Provision for loan losses		150,000			120,000
Gain on sale of loans		(37,718	)		(34,515	)
Provision for depreciation and amortization		181,774			237,239
Origination of loans held for sale		(6,791,679	)		(5,959,260	)
Proceeds from the sale of loans		6,570,297			6,339,225
Federal Home Loan Bank stock dividend		(25,700	)		(22,700	)
Net change in:
Accrued interest and other assets		(375,213	)		(217,763	)
Accrued expenses and other liabilities		196,645			(125,939	)
Net cash provided by operating activities		1,851,567			1,891,584
INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from maturities and repayments		3,363,829			5,710,482
Purchases		(1,998,923	)		(561,188	)
Investment securities held to maturity:
Proceeds from maturities and repayments		949,704			1,265,505
Purchases		(200,872	)		—
Net increase in loans		(877,275	)		(15,094,320	)
Purchase of premises and equipment		(488,146	)		(165,324	)
Net cash provided by (used in) investing activities		748,317			(8,844,845	)
FINANCING ACTIVITIES
Net decrease in demand, money market and savings deposits		(9,125,920	)		(3,581,577	)
Net increase (decrease) in time deposits		2,109,304			(1,385,813	)
Proceeds from Federal Home Loan Bank advances		—			4,000,000
Repayments of Federal Home Loan Bank advances		(2,293,177	)		(368,361	)
Net (decrease) increase in short term borrowings		(55,000	)		655,000
Purchase of Treasury stock		(137,309	)		(298,680	)
Dividends paid		(689,249	)		(629,891	)
Net cash used in financing activities		(10,191,351	)		(1,609,322	)
Net decrease in cash and cash equivalents		(7,591,467	)		(8,562,583	)
Cash and cash equivalents at beginning of period		21,663,199			17,555,218
Cash and cash equivalents at end of period	$	14,071,732		$	8,992,635
Supplemental Disclosures of Cash Flows Information
Cash Paid During the Period For:
Interest on deposits and borrowings	$	1,838,645		$	1,621,241
Income taxes	$	383,912		$	433,858

See accompanying notes to the unaudited consolidated financial statements.

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Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

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

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

These statements should be read in conjunction with the consolidated statements of and for the year ended December 31, 2004 and related notes which are included on the Form 10-K (file no. 000-24147)

NOTE 2 – EARNINGS PER SHARE

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

NOTE 3 – COMPREHENSIVE INCOME

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

	Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
Net income	$	1,983,161		$	1,555,297
Other comprehensive income:
Net unrealized loss on securities		(66,556	)		(235,891	)
Tax effect		22,629			80,203
Total comprehensive income	$	1,939,234		$	1,399,609
	Three Months Ended June 30, 2005			Three Months Ended June 30, 2004
Net income	$	1,138,012		$	782,129
Other comprehensive income:
Net unrealized (loss) gain on securities		13,308			(280,478	)
Tax effect		(4,524	)		95,363
Total comprehensive income	$	1,146,796		$	597,014

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Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS No. 123R). FAS No. 123R revised FAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. FAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statement (with limited exceptions). The amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. Compensation cost will be recognized over the period that an employee provides service in exchange for the award.

In April, the Securities and Exchange Commission adopted a new rule that amends the compliance dates for FAS No. 123R. The Statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements and that this cost be measured based on the fair value of the equity or liability instruments issued. FAS No. 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company will adopt FAS No. 123R on January 1, 2006 and is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations.

In March 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107 (“SAB No. 107”), Share-Based Payment, providing guidance on option valuation methods, the accounting for income tax effects of share-based payment arrangements upon adoption of FAS No. 123R, and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of FAS No. 123R on January 1, 2006 and is currently evaluating the impact the adoption of the standard will have on the Company’s financial condition, results of operations, and cash flows.

In December 2004, FASB issued FAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. FAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of FAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In June 2005, the FASB issued FAS No. 154, Accounting Changes and Errors Corrections, a replacement of APB Opinion No. 20 and FAS No. 3. The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. FAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impractical. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. FAS No.154 improves the financial reporting because its requirements enhance the consistency of financial reporting between periods.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

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

Critical Accounting Policies

The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2004. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

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

Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2004.

Goodwill and Other Intangible Assets - As discussed in Note 7 of the consolidated financial statements, filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2004, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash flows for future periods. If the future cash flows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value.

Deferred Tax Assets - We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 14 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2004.

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Financial Condition

Total assets at June 30, 2005 were $285,812,000 compared to $293,867,000 at December 31, 2004.

Cash and cash equivalents decreased by $7,591,000 or 35.0% from December 31, 2004, to June 30, 2005, with federal funds sold decreasing $5,000,000. The decrease was used to fund the decrease in the Bank’s total deposits.

Investment securities available for sale decreased by $1,436,000 or 14.7% from December 31, 2004, due to net maturities, calls, and repayments. Investments held to maturity decreased $743,000 or 2.1% due to maturities, calls and repayments.

Net loans increased by $728,000 or .3% from December 31, 2004 to June 30, 2005. A decrease of $1,688,000 occurred in the real estate loan category, which is attributable primarily to residential and construction lending activity. Management believes the higher interest rate environment has slowed this sector of the market. Commercial and other loan balances increased by $2,457,000 due to seasonal changes and inventory growth.

Total deposits at June 30, 2005 were $240,332,000 compared to $247,349,000 at December 31, 2004. Time deposits increased $2,109,000, demand accounts decreased $5,900,000 and money market and savings accounts decreased $3,226,000. Management attributes these changes to the increase in interest rates. Management believes the demand accounts decreases are attributable to several different reasons including normal fluctuations due to customer usage, and the disintermediation into other financial markets.

Federal Home Loan Bank advances decreased $2,293,000 due to maturities and scheduled repayments, and short-term borrowings decreased $55,000 at June 30, 2005 from December 31, 2004.

Shareholders’ Equity increased by $1,113,000 or 3.1%, which was mainly due to earnings of $1,983,000 for the first six months of 2005 decreased by a $44,000 unrealized loss on securities included in other comprehensive income, dividends paid totaling $689,000, and by the purchase of Treasury stock for $137,000. Treasury stock purchases are monitored against the Company’s Strategic Plan and the goals set forth in the plan. The Treasury stock purchases have not exceeded the Strategic Plan’s guidelines for the first six months of 2005. Management monitors risk-based capital and leveraged capital ratios in order to assess compliance of the regulatory guidelines. At June 30, 2005, the total capital ratio was 17.86%; the Tier I capital ratio was 16.67%, and the leverage ratio was 12.21%, compared to regulatory capital requirements of 8.00%, 4.00% and 4.00% respectively. These ratios are well in excess of regulatory capital requirements.

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RESULTS OF OPERATIONS

Comparison of the Six Months Ended June 30, 2005 and 2004

Net income for the six-month period ended June 30, 2005, was $1,983,000, an increase of $428,000 or 27.5% from the $1,555,000 reported at June 30, 2004.

Total interest income of approximately $7,786,000 for the six-month period ended June 30, 2005, compares to $6,821,000 for the same period in 2004, an increase of $965,000 or 14.1%. The increase in total interest income is primarily attributable to loans. Interest and fees on loans increased $1,070,000 or 19.0% for the six-month period ended June 30, 2005 compared to the same period for 2004. The increase in interest and fees on loans is due to both an increase in the average yield on the underlying principle balances and an increase in the principle balances of the loans. See “Average Balance Sheet” for the six-month periods ended June 30, 2005 and 2004. Average loan balances were $217,508,000 for the first six months of 2005 compared to $209,107,000 for the first six months of 2004 and the yield on loans increased to 6.2% for the first six months of 2004 compared to 5.4% for the first six months of 2004. Investment income decreased $174,000 or 14.7% for the six-month period ended June 30, 2005 compared to the same period for 2004. The decrease in investment income is due to a decrease in volume. Average investment balances were $46,613,000 compared to $55,987,000 and the yields were 4.3% compared to 4.2% for the first six months of 2005 and 2004 respectively.

Total interest expense of $1,863,000 for the six-month period ending June 30, 2005 represents an increase of $272,000 from the $1,591,000 reported for the same six-month period in 2004. The increase in interest expense on deposits of $219,000 is due mainly to the increases in the average yield on the underlying principle balances of the interest bearing liabilities specifically the Time deposits. The cost of Time deposits was 2.6% compared to 2.2% for this six-month period of 2005 and 2004, respectively. Average interest bearing deposits were $197,979,000 for the first six months of 2005 compared to $201,420,000 for the first six months of 2004. The cost on interest bearing deposits was 1.7%, compared to 1.5% for the six-month periods of 2005 and 2004 respectively. See “Average Balance Sheet” for the six-month periods ended June 30, 2005 and 2004.

Net interest income of $5,923,000 for the six months ended June 30, 2005, compares to $5,230,000 for the same six-month period in 2004, an increase of $693,000 or 13.3%.

Total non-interest income for the six month period ended June 30, 2005, of $672,000 compares to $495,000 for the same six month period in 2004, an increase of $177,000 or 35.8%. Gains on sale of loans increased $3,000. $15,000 of the increase of $24,000 in service charges on deposit accounts was attributable to ATM surcharges due to additional non-customer usage, and $9,000 was due to additional Non-sufficient funds activity. Other income increased $149,000 due primarily to the increases of $48,000 in alternative investment income and the $75,000 in income from the Bank-Owned Life Insurance (BOLI) purchased in December 2004. The Company purchased life insurance policies on certain key employees. The BOLI is recorded at its cash surrender value or the amount that can be realized.

Total non-interest expense of $3,788,000 for the six months ended June 30, 2005, compares to $3,629,000 for the same six-month period in 2004. This represents an increase of $159,000 or 4.4%. Salary and employee benefits increased approximately $127,000 due to normal increases in salaries and employee benefits, and additional branch management personnel hired in December 2004. Professional fees increased approximately $58,000 of which $48,000 is directly related to the Sarbanes-Oxley Act Section 404 Internal Controls certification work. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2005 and 2004

Net income for the three-month period ended June 30, 2005, was $1,138,000, an increase of $356,000 or 45.5% from the $782,000 reported at June 30, 2004.

Total interest income of approximately $4,018,000 for the three-month period ended June 30, 2005, compares to $3,435,000 for the same period in 2004, an increase of $583,000 17.0%. The increase in total interest income is primarily attributable to an increase in the loan category. Interest and fees on loans increased $616,000 or 21.6% for the three-month period ended June 30, 2005 compared to the same period for 2004. The increase in interest and fees on loans is due to both an increase in the average yield on the underlying principle balances and an increase in the principle balances of the loans. Average loan balances were $217,912,000 compared to $213,524,000 and the yield was 6.4% compared to 5.3% for this three-month period of 2005 and 2004 respectively. See “Average Balance Sheet” for the three-month periods ended June 30, 2005 and 2004. The decrease in interest on investment securities of $86,000 was due to a decrease in the average balances outstanding of $45,444,000 for 2005 compared to $54,209,000 for 2004 and the yield was 4.35% compared to 4.28% for this three-month period of 2005 and 2004 respectively. See “Average Balance Sheet” for the three-month periods ended June 30, 2005 and 2004.

Total interest expense of $998,000 for the three-month period ending June 30, 2005, represents an increase of $218,000 from the $780,000 reported for the same three-month period in 2004. The increase in interest expense on deposits of $189,000 is due mainly to increases in the average yield on the underlying principle balances of the interest bearing liabilities specifically the Time deposits. The cost of Time deposits was 2.8% compared to 2.2% for this three-month period of 2005 and 2004, respectively. Average interest bearing deposits were $199,128,000 for this three-month period of 2005 compared to $201,815,000 for the same three months of 2004. The cost of interest bearing deposits was 1.8% compared to 1.4% for this three-month period of 2005 and 2004 respectively.

Net interest income of $3,020,000 for the three months ended June 30, 2005, compares to $2,655,000 for the same three-month period in 2004, an increase of $365,000 or 13.7%.

Total non-interest income for the three month period ended June 30, 2005, of $361,000 compares to $250,000 for the same three month period in 2004, an increase of $111,000 or 44.4%. Gains on sale of loans increased $10,000 due to the Bank’s increased residential fixed rate loan activity caused by increasing variable loan rates. The service fee income on deposits increased $20,000 due to an increase of $7,000 in ATM surcharges from additional non-customer usage and an increase of $11,000 in Non-sufficient funds (NSF) fees. Other income increased $80,000 due primarily to the increases of $44,000 in alternative investment income and the $39,000 in income from the Bank-Owned Life Insurance (BOLI) purchased in December 2004. The Company purchased life insurance policies on certain key employees. The BOLI is recorded at its cash surrender value or the amount that can be realized.

Total non-interest expense of $1,743,000 for the three months ended June 30, 2005, compares to $1,883,000 for the same three-month period in 2004. This represents a decrease of $140,000 or 7.4%. Salary and employee benefits decreased $118,000. Approximately a $137,000 decrease was attributable to this three-month period due to the timing of the payroll periods. In 2004, seven payroll periods elapsed in the time period ending June 30; however, in 2005, six payroll periods elapsed in the same time period ending June 30. Therefore; approximately a $19,000 increase is due to normal recurring employee cost increases for salary and employee benefits, and additional branch management personnel hired in December 2004. Professional fees increased approximately $23,000 of which $18,000 is directly related to the Sarbanes-Oxley Act Section 404 Internal Controls certification work. Of the $30,000 decrease in Other Expenses, a $27,000 decrease is attributable to the change in the credit card merchant processing program. The Bank has discontinued the program. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

-13-

Liquidity

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

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

Cash and amounts due from depository institutions and federal funds sold totaled $14,072,000 at June 30, 2005. These assets provide the primary source of liquidity for the Company. In addition, management has designated a portion of the investment portfolio, $8,318,000 as available for sale and has an available unused line of credit of $34,289,000 with the Federal Home Loan Bank of Cincinnati to provide additional sources of liquidity at June 30, 2005. As of June 30, 2005, the Company had commitments to fund loans of approximately $4,793,000 and unused lines of credit totaling $28,524,000.

Cash was provided during the six month period ended June 30, 2005, mainly from operating activities of $1.8 million, and the maturities and repayments of investment securities of $4.3 million. Cash was used during the six month period ended June 30, 2005, mainly to fund a net increase in loans of $.9 million, for the purchase of investment securities of $2.2 million, the net decrease in deposits of $7.0 million, and a net decrease of $2.3 million in Federal Home Loan Bank advances and short-term borrowings. In addition $.5 million was used to purchase equipment, $.1 million was used to purchase Treasury Stock, and $.7 million was used to pay dividends to shareholders. Cash and cash equivalents totaled $14.1 million at June 30, 2005, a decrease of $7.6 million from $21.7 million at December 31, 2004.

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

-14-

Risk Elements

The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans and repossessed assets at June 30, 2005, and December 31, 2004. A loan is classified as nonaccrual when, in the opinion of management, there are doubts about collectibility of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as of result of the deterioration of the borrower.

	June 30, 2005			December 31, 2004
	(dollars in thousands)
Loans on nonaccrual basis	$	1,229		$	1,095
Loans past due 90 days or more		128			—
Renegotiated loans		—			—
Total nonperforming loans		1,357			1,095
Other real estate		—			—
Repossessed assets		—			—
Total nonperforming assets	$	1,357		$	1,095
Nonperforming loans as a percent of total loans		0.62	%		0.50	%
Nonperforming loans as a percent of total assets		0.47	%		0.37	%
Nonperforming assets as a percent of total assets		0.47	%		0.37	%

Management monitors impaired loans on a continual basis. As of June, 2005, impaired loans had no material effect on the Company’s financial position or results from operations.

The allowance for loan losses at June 30, 2005, totaled $2,520,601 or 1.16% of total loans as compared to $2,849,035 or 1.32% at December 31, 2004. Provisions for loan losses were $150,000 for the six months ended June 30, 2005 and $120,000 for the six months ended June 30, 2004.

The level of funding for the provision is a reflection of the overall loan portfolio. Nonperforming loans consist of approximately $712,000 in commercial real estate, $481,000 in commercial and other loans, $16,000 in consumer loans, and $147,000 in one to four family residential mortgages. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in management’s opinion.

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

On the commercial real estate and equipment loan which became delinquent in the third quarter of 2004, the equipment was sold and removed from the premises. There was an unexpected Environmental Protection Agency (E.P.A.) issue. Cleanup plans are in place and will cost approximately $235,000. An additional charge will be made to the allowance for loan loss for the estimated cleanup costs. Any sale will be delayed pending the clean-up, which is estimated at 3 months after the E.P.A. approves the plans. Management anticipates the clean-up will be completed by the end of the 2005 fiscal year.

-15-

AVERAGE BALANCE SHEET

Average Balance Sheet for the Six-Month Period Ended June 30

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

	Period Ended
	2005							2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
Assets
Interest Earnings Assets:
Loans (1)(2)(3)	$	217,508,023		$	6,687,123	6.15	%	$	209,107,230		$	5,616,648	5.37	%
Securities-taxable (4)		9,724,912			197,600	4.06	%		15,163,256			292,468	3.86	%
Securities-nontaxable (4)		35,336,405			778,747	4.41	%		39,320,035			860,894	4.38	%
Securities-Equity (4,5)		1,552,146			33,761	4.35	%		1,503,991			30,740	4.09	%
Federal funds sold		6,441,979			89,160	2.77	%		3,976,607			19,997	1.01	%
Total interest earnings assets		270,563,465			7,786,391	5.76	%		269,071,119			6,820,747	5.07	%
Noninterest earning assets:
Cash and due from other institutions		9,518,206							8,883,214
Premises and equipment, net		5,167,261							4,999,935
Accrued interest		826,223							770,799
Other assets		5,427,183							2,508,955
Less allowance for loan losses		(2,573,254	)						(2,777,641	)
Total noninterest earnings assets		18,365,619							14,385,262
Total Assets	$	288,929,084						$	283,456,381
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing demand	$	32,030,445			75,474	0.47	%	$	33,798,841			62,105	.37	%
Money market accounts		18,293,677			106,615	1.17	%		18,684,219			79,071	.85	%
Savings deposits		42,494,038			139,086	0.65	%		41,751,044			136,103	.65	%
Time Deposits		105,160,453			1,376,896	2.62	%		107,185,496			1,201,742	2.24	%
Short term borrowings		3,900,383			13,155	0.67	%		3,996,246			3,980	.20	%
Federal Home Loan Advances		6,655,703			152,017	4.57	%		3,312,933			108,251	6.54	%
Total interest bearing liabilities		208,534,699			1,863,243	1.79	%		208,728,779			1,591,252	1.52	%
Noninterest bearing liabilities:
Demand deposits		43,416,157							39,367,496
Accrued expenses and other liabilities		1,853,052							1,523,411
Total noninterest bearing liabilities		45,269,209							40,890,907
Shareholders’ equity		35,125,176							33,836,695
Total Liabilities and Shareholders’ Equity	$	288,929,084						$	283,456,381
Net interest income				$	5,923,148						$	5,229,495
Interest rate spread (6)						3.97	%						3.55	%
Net yield on interest earning assets (7)						4.38	%						3.89	%

(1) For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.

(2) Included in loan interest income are loan related fees of $139,564 and $190,895 in 2005 and 2004, respectively.

(3) Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.

(4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.

(5) Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.

(6) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.

(7) Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

-16-

AVERAGE BALANCE SHEET

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

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

	Period Ended
	2005							2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
Assets
Interest Earnings Assets:
Loans (1)(2)(3)	$	217,912,077		$	3,464,604	6.36	%	$	213,524,408		$	2,848,717	5.34	%
Securities-taxable (4)		8,792,111			88,430	4.02	%		13,633,387			132,083	3.88	%
Securities-nontaxable (4)		35,092,818			385,126	4.39	%		39,065,610			428,413	4.39	%
Securities-Equity (4,5)		1,558,923			21,174	5.43	%		1,509,884			19,331	5.12	%
Federal funds sold		8,405,771			58,936	2.80	%		2,038,008			6,214	1.22	%
Total interest earnings assets		271,761,700			4,018,270	5.91	%		269,771,297			3,434,758	5.09	%
Noninterest earning assets:
Cash and due from other institutions		9,835,098							9,067,944
Premises and equipment, net		5,291,108							4,993,083
Accrued interest		916,298							842,632
Other assets		5,487,527							2,587,532
Less allowance for loan losses		(2,474,166	)						(2,818,532	)
Total noninterest earnings assets		19,055,865							14,672,659
Total Assets	$	290,817,565						$	284,443,956
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing demand	$	32,271,282			40,282	0.50	%	$	34,953,898			31,692	.36	%
Money market accounts		19,003,417			64,624	1.36	%		18,176,202			37,855	.83	%
Savings deposits		41,937,010			73,355	0.70	%		41,721,769			59,113	.57	%
Time deposits		105,916,316			735,090	2.78	%		106,963,528			595,369	2.23	%
Short term borrowings		3,817,122			8,563	0.90	%		3,832,167			2,632	.27	%
Federal Home Loan Advances		6,561,554			76,028	4.63	%		3,301,964			52,766	6.39	%
Total interest bearing liabilities		209,506,701			997,942	1.91	%		208,949,528			779,427	1.49	%
Noninterest bearing liabilities:
Demand deposits		44,033,424							39,957,412
Accrued expenses and other liabilities		2,414,204							1,922,635
Total noninterest bearing liabilities		46,447,628							41,880,047
Shareholders’ equity		34,863,236							33,614,381
Total Liabilities and Shareholders’ Equity	$	290,817,565						$	284,443,956
Net interest income				$	3,020,328						$	2,655,331
Interest rate spread (6)						4.01	%						3.60	%
Net yield on interest earning assets (7)						4.45	%						3.94	%

(1) For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.

(2) Included in loan interest income are loan related fees of $71,769 and $96,762 in 2005 and 2004, respectively.

(3) Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.

(4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.

(5) Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.

(6) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.

(7) Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

-17-

Rate/Volume Analysis

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

	Six-Month Period Ended June 2005 Compared to 2004
	Increase (Decrease) Due To
	Volume			Rate			Net
Interest income
Loans	$	451		$	619		$	1,070
Securities-taxable		(209	)		114			(95	)
Securities-nontaxable		(174	)		92			(82	)
Securities-equities		2			1			3
Federal funds sold		25			44			69
Total interest earning Assets		95			870			965
Interest expense
Interest bearing demand		(6	)		19			13
Money market accounts		(3	)		31			28
Savings deposits		5			(2	)		3
Time deposits		(45	)		220			175
Short-term borrowing		—			9			9
Federal Home Loan Bank Advances		218			(174	)		44
Total interest bearing Liabilities		169			103			272
Net change in net interest income	$	(74	)	$	767		$	693

-18-

Rate/Volume Analysis

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

	Three-Month Period Ended June 2005 Compared to 2004
	Increase (Decrease) Due To
	Volume			Rate			Net
Interest income
Loans	$	234		$	382		$	616
Securities-taxable		(187	)		143			(44	)
Securities-nontaxable		(175	)		131			(44	)
Securities-equities		2			—			2
Federal funds sold		75			(22	)		53
Total interest earning Assets		(51	)		634			583
Interest expense
Interest bearing demand		(10	)		18			8
Money market accounts		7			20			27
Savings deposits		1			13		��	14
Time deposits		(23	)		163			140
Short-term borrowing		—			6			6
Federal Home Loan Bank Advances		209			(186	)		23
Total interest bearing Liabilities		184			34			218
Net change in net interest income	$	(235	)	$	600		$	365

-19-

Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

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

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

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

At June 30, 2005, the Company had a cumulative positive gap of $126.9 million or 43.88% at the one-year horizon. The gap analysis indicates that if interest rates were to rise 200 basis points (2.00%), the Company’s net interest income would improve at the one-year horizon because the Company’s rate sensitive assets would reprice faster than rate sensitive liabilities. Conversely, if rates were to fall 200 basis points, the Company’s net interest income would decline.

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

The simulation also calculates net interest income based upon rate increases or decrease of + or – 200 basis points (or 2.00%) in 100 basis point (or 1.00%) increments. The analysis reprices the balance sheet and forecasts future cash flows over a one-year horizon at the net interest rate levels. The cash flows are then totaled to calculate net interest income. Assumptions are made for loan and investment pre-payment speeds and are incorporated into the simulation as well. Loan and investment pre-payment speeds will increase as interest rates decrease and slow as interest rates rise. The current analysis indicates that, given a 200 basis point overnight decrease in interest rates, the Company would experience a potential $911,000 or 21.96% decline in net interest income. If rates were to increase 200 basis points, the analysis indicates that the Company’s net interest income would increase $920,000 or 22.18%. It is important to note, however, that this exercise would be a worst-case scenario. It would be more likely to have incremental changes in interest rates, rather than a single significant increase or decrease.

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

-20-

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

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

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

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

-21-

Item 4 – CONTROLS AND PROCEDURES

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

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

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-22-

Part II – OTHER INFORMATION

Item 1 - Legal Proceedings

None

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

The Company did not engage in any unregistered sales of its securities during the quarter ended June 30, 2005.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 – 30, 2005	N/A		N/A	N/A	N/A
May 1 – 31, 2005	N/A		N/A	N/A	N/A
June 1 – 30, 2005	340	$	98.85	N/A	N/A
Total (1)	340	$	98.85	N/A	N/A

(1) 340 shares of common stock were purchased by Killbuck Bancshares in open-market transactions.

Item 3 - Default upon senior securities

None

Item 4 - Results of votes of security holders

-23-

The following represent the results of matters submitted to a vote of the shareholders at the annual meeting held on April 25, 2005.

Affixing the number of directors at nine for 2005:

For	577,762
Abstain	940
Absent	139,729

Election of Directors:

The following directors were elected with terms to expire 2008:

	For	Withheld
John W. Baker	577,762	140,669
Richard L. Fowler	577,762	140,669
Kenneth E. Taylor	577,762	140,669

Other directors not up for election but continuing in office include: Dean J. Mullet; Luther E. Proper; Allan R. Mast; Ted Bratton; Max A. Miller; and Michael S. Yoder

Item 5 - Other Information

None

Item 6 - Exhibits

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

3.1(i)	Articles of Incorporation of Killbuck Bancshares, Inc.*
3.1(ii)	Amendment to the Articles of Incorporation of Killbuck Bancshares, Inc. increasing authorized shares.**
3.2	Code of Regulations of Killbuck Bancshares, Inc.*
10.1	Employment Contract
10.2	Employment Contract
10.3	Employment Contract
31.1	Section 302 Certification
31.2	Section 302 Certification
32.1	Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Report of Independent Registered Public Accounting Firm

  * Incorporated by reference to an identically numbered exhibit to the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998 and subsequently amended on July 8, 1998 and July 31, 1998.

** Incorporated by reference to Registrant’s report on Form 10-Q for the quarter ended March 31, 2004, filed with the Commission on May 13, 2004.

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Signatures

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

	Killbuck Bancshares, Inc.
Date: August 10, 2005	By:	/s/ Luther E. Proper
		Luther E. Proper
		President and
		Chief Executive Officer
Date: August 10, 2005	By:	/s/ Diane Knowles
		Diane Knowles
		Chief Financial Officer

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