March 27, 2006
Mail Stop 4561
By U.S. Mail and facsimile to (715) 831-4299
James G. Cooley
President
Citizens Community Bancorp
2174 EastRidge Center
Eau Claire, WI 54701
Re: Citizens Community Bancorp
Form 10-KSB for the Fiscal Year Ended September 30, 2005
Form 10-QSB for the Fiscal Quarter Ended December 31, 2005
File Number: 000-50585
Dear Mr. Cooley:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
* * * * * * *
Form 10-KSB for the Fiscal Year Ended September 30, 2005
General
1. The Commission File Number that you present on the front page
of
your Form 10-KSB (000-23406) does not appear consistent with the
Commission File Number reflected in EDGAR (000-50585). Please
revise
your filing to indicate the correct Commission File Number.
Description of Business
Lending Activities, page 4
2. We note your disclosure on page 4 that the majority of your
first
mortgage loans contain a payable on demand clause, which allows
you
to call the loan due after a stated period, usually between two
and
five years from origination. Please tell us the following for
each
period presented as applicable:
* quantify the amount of your mortgage loan portfolio which
includes
these payable on demand clauses;
* quantify the amount of mortgage loans for which you demanded
payment using these clauses;
* describe the circumstances under which you are able to and
historically have invoked your rights under the payable on demand
clauses; and
* how you consider the existence of the payable on demand clauses
in
determining your accounting policies for loan origination fees and
costs.
Controls and Procedures, page 29
3. Please tell us whether you made any changes in internal control
over financial reporting during the fourth fiscal quarter of 2005
which has materially affected or is reasonably likely to
materially
affect your internal controls over financial reporting.
Exhibit 13 - 2005 Annual Report
Consolidated Financial Statements
Statements of Cash Flows, page 23
4. Please tell us how you accounted for the acquisition of
Community
Plus Savings Bank and the issuance of 705,569 shares to CCMHC in
your
statement of cash flows. If you netted the cash inflows and
outflows
of these two transactions against each other, please tell us how
you
determined that you met the net reporting requirements described
in
paragraphs 11-13A of SFAS 95.
5. As a related matter, please revise other relevant document
sections where you discuss this transaction to specifically
disclose
how the transaction was funded and the unique relationship between
Citizens Community Bancorp and Citizens Community MHC.
Note 1 - Summary of Significant Accounting Policies, page 26
6. We note that your accounting policy footnote does not include a
discussion of derivative financial instruments. Please confirm to
us
that you have not entered into any derivative transactions during
the
periods presented in your filing.
7. We note your disclosure on page 28 that loan origination fees
are
credited to income when received. This policy does not appear
consistent with the guidance provided by paragraphs 5 and 6 of
SFAS
91. Please tell us how often you perform an analysis of the
differences between your accounting policy and the approach
specified
in SFAS 91 to determine that the effect of recognizing loan
origination fees to income when received is not material to the
overall consolidated financial statements.
8. We note your disclosure on page 30 that you did not present
earnings per share for the year ended September 30, 2004 because
you
did not believe the measure to be meaningful. Paragraph 38 of
SFAS
131 requires that earnings per share data shall be presented for
all
periods in which an income statement or summary of earnings is
presented. Please revise your filing throughout to present
earnings
per share for the year ended September 30, 2004 and disclose the
manner in which you calculated your earnings per share for this
period.
9. As a related matter, please revise your filing to include each
of
the disclosures required by paragraph 40 of SFAS 131.
Form 10-QSB for the Quarterly Period Ended December 31, 2005
Consolidated Financial Statements
General
10. Please revise your filing to more clearly indicate which
periods
presented were audited and which are unaudited. For example, it
appears from your statements of cash flows that the three month
periods ended December 31, 2005 and 2004 were unaudited, however,
such designation was not made on your statements of income for the
same periods.
* * * * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Lisa Haynes at (202) 551-3424 or me at (202)
551-3492 if you have questions.
Sincerely,
John P. Nolan
Accounting Branch Chief
Citizens Community Bancorp
James G. Cooley
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