-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QclET2PjAubh4vVB0l54QayJttjf+hxzOMsv25ptraJyRNbOk6KIJZzyGRLBYH1I RNDhRKxV1EcwjKfrcNHK1A== 0000927089-07-000315.txt : 20071221 0000927089-07-000315.hdr.sgml : 20071221 20071221165532 ACCESSION NUMBER: 0000927089-07-000315 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citizens Community Bancorp Inc. CENTRAL INDEX KEY: 0001367859 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33003 FILM NUMBER: 071323863 BUSINESS ADDRESS: STREET 1: 2174 EASTRIDGE CENTER CITY: EAU CLAIRE STATE: WI ZIP: 54701 BUSINESS PHONE: 715 836 9994 MAIL ADDRESS: STREET 1: 2174 EASTRIDGE CENTER CITY: EAU CLAIRE STATE: WI ZIP: 54701 10-K 1 c-10k0930.htm c-10k0930.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 10-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended September 30, 2007          OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  001-33003

CITIZENS COMMUNITY BANCORP, INC.
(Exact name of small business issuer as specified in its charter)

Maryland
 
20-5120010
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
     
2174 EastRidge Center, Eau Claire, Wisconsin
 
54701
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (715) 836-9994

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g)of the Act:
Common Stock, par value $0.01 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES            NO   X  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES           NO    X  

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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.      X  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer             Accelerated filer              Non-accelerated filer     X  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES          NO    X  

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the average of the bid and asked price of such stock as of the last business day of the registrant's most recently completed second fiscal quarter, was $62,525,255.  (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.) 

As of December 20, 2007, there were issued and outstanding 7,118,205 shares of the Registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part II of Form 10-K B Annual Report to Stockholders for the fiscal year ended September 30, 2007.
Part III of Form 10-K B Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders.




PART I
 
Item 1.                      Description of Business
 
General
 
Historically, Citizens Community Federal (the "Bank") was a federal credit union.   The Bank accepted deposits and made loans to members, who live, work or worship in the Wisconsin counties of Chippewa and Eau Claire, and parts of Pepin, Buffalo and Trempealeau.   In addition, this included businesses and other entities located in these counties, and members and employees of the Hocak Nation.   In December 2001, the Bank converted to a federal mutual savings bank in order to better serve our customers and the local community through the broader lending ability of a federal savings bank, and to expand our customer base beyond the limited field of membership permitted for credit unions.   As a federal savings bank, the Bank has expanded authority in structuring residential mortgage and consumer loans, and the ability to make commercial loans, although the Bank does not currently have any immediate plans to commence making commercial loans. In 2004, Citizens Community Federal reorganized into the mutual holding company form of organization.  The Bank is a federally chartered stock savings institution with 12 full service offices.
 
On July 1, 2005, Citizens Community Bancorp acquired Community Plus Savings Bank, Rochester Hills, Michigan, through a merger with and into Citizens Community Federal.  In accordance with the merger agreement, Citizens Community Bancorp issued 705,569 additional shares to Citizens Community MHC, based on the $9.25 million independently appraised value of Community Plus Savings Bank.  At June 30, 2005, Community Plus Savings Bank had total assets of $46.0 million and deposits and other liabilities of $41.8 million, prior to purchase accounting adjustments.
 
On October 31, 2006, Citizens Community MHC (the "MHC") completed its reorganization into stock form and Citizens Community Bancorp, Inc. (the "Company") succeeded to the business of Citizens Community Bancorp, the MHC's former stock holding company subsidiary.  Each outstanding share of common stock of the former mid-tier stock holding company (other than shares held by the MHC which were canceled) was converted into 1.91067 shares of common stock of the Company.  As part of the second-step mutual to stock conversion transaction, the Company sold a total of 5,290,000 shares to eligible depositors of the Bank in a subscription offering at $10.00 per share, including 341,501 shares purchased by the Bank's employee stock ownership plan with funds borrowed from the Company.
 
Citizens Community Bancorp, Inc. is incorporated under the laws of the State of Maryland to hold all of the stock of Citizens Community Federal.  Citizens Community Bancorp, Inc. is a unitary savings and loan holding company and is subject to regulation by the Office of Thrift Supervision (OTS).  Citizens Community Bancorp, Inc. has no significant assets other than all of the outstanding shares of common stock of Citizens Community Federal, the net proceeds of the reorganization it kept and its loan to the Citizens Community Bancorp, Inc. employee stock ownership plan.
 
At September 30, 2007, the Company had total assets of $386.1 million, total deposits of $207.7 million and stockholders' equity of $78.1 million. The Company and the Bank are examined and regulated by the OTS, its primary federal regulator.   The Company and the Bank are also regulated by the FDIC.   The Bank is required to have certain reserves set by the Federal Reserve Board and is a member of the Federal Home Loan Bank of Chicago, which is one of the 12 regional banks in the Federal Home Loan Bank System.
 
Forward Looking Statements
 
This document, including information incorporated by reference, contains forward-looking statements about the Company and its subsidiaries which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management.  Words such as "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify these forward-looking statements.  Forward-looking statements by the Company and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and the intentions of management and are not guarantees of future performance.  The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.
 

1


The important factors we discuss below, as well as other factors discussed under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and identified in our filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document:
 
 
·
further developments in the Company's ongoing review of and efforts to resolve possible problem credit relationships, which could result in, among other things, further downgrades of aforementioned loans, additional provisions to the loan loss reserve and the incurrence of other material non-cash and cash charges;
 
 
·
the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;
 
 
·
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
 
 
·
inflation, interest rate, market and monetary fluctuations;
 
 
·
the timely development of and acceptance of our new products and services, and the perceived overall value of these products and services by users including the features, pricing and quality compared to competitors' products and services;
 
 
·
the willingness of users to substitute our products and services for products and services of our competitors;
 
 
·
the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance);
 
 
·
the impact of technological changes;
 
 
·
acquisitions;
 
 
·
changes in consumer spending and saving habits; and
 
 
·
our success at managing the risks detailed above.
 
The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.
 
Market Area
 
The Bank is a community-oriented financial institution offering a variety of financial services to meet the needs of the communities we serve.  The Bank is headquartered in Eau Claire, Wisconsin, and has twelve retail offices primarily serving Eau Claire, Buffalo, Jackson, Sauk, Barron and Chippewa counties in Wisconsin; Blue Earth and Washington Counties in Minnesota; and Oakland and McComb counties in Michigan.  The geographic market area for loans and deposits is principally northwestern and central Wisconsin, Minnesota, and southeastern Michigan.
 
In all but Washington, Oakland and McComb counties, the economy is historically based in manufacturing, but has moved to a more service-oriented economy in the last four decades.  Median household income and per-capita income for this area are below the state and national averages, reflecting the lack of urban nature of the market and availability of high-paying white collar and technical jobs.  Washington, Oakland and McComb counties, all located in or near large metropolitan areas, have a more diverse economy.  Major employers in the Eau Claire market area include Chippewa Valley Technical College, Consumer Co-op Association and the University of Wisconsin-Eau Claire.  In the Mankato, Minnesota area, major employers include Minnesota State University, Immanuel Saint Joseph's Hospital and Taylor Corporation.  Anderson Windows, 3M and Imation are the largest employers in the Oakdale, Minnesota region.  In Michigan's Oakland and McComb counties, the largest employers are Delphi Automated Systems, Affinia Group and Spectrum Health Hospitals.
 

2


Competition
 
The Bank faces strong competition in originating real estate and other loans, and in attracting deposits.  Competition in originating real estate loans comes primarily from other savings institutions, commercial banks, credit unions and mortgage bankers.  Other savings institutions, commercial banks, credit unions and finance companies provide vigorous competition in consumer lending.
 
The Bank attracts deposits through its branch office system. Competition for those deposits is principally from other savings institutions, commercial banks and credit unions located in the same community, as well as mutual funds and other alternative investments.  The Bank competes for these deposits by offering superior service and a variety of deposit  accounts at competitive rates.  Based on branch deposit data provided by the FDIC at June  30, 2007, the Bank's share of deposits was approximately 9.94% in Eau Claire County and less than 2.64% in all other market area counties.
 
Internet Website
 
The Company maintains a Website at www.citizenscommunityfederal.net.  The information contained on that Website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K.  Citizens Community Bancorp, Inc. currently makes available on or through its Website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or amendments to these reports. These materials are also available free of charge on the Securities and Exchange Commission's Website at www.sec.gov.
 
Selected Consolidated Financial Information
 
This information is incorporated by reference from pages 2 and 3 of the 2007 Annual Report to Stockholders attached hereto as Exhibit 13 ("Annual Report").
 
Yields Earned and Rates Paid
 
This information contained under the section captioned "Average Balances, Net Interest Income, Yields Earned and Rates Paid" is incorporated herein by reference from page 13 of the Annual Report.
 
Rate/Volume Analysis
 
This information is incorporated by reference from page 14 of the Annual Report.
 
Average Balance, Interest and Average Yields and Rates
 
This information contained under the section captioned "Average Balances, Net Interest Income, Yields Earned and Rates Paid" is incorporated herein by reference from page 13 of the Annual Report.
 
Lending Activities
 
General.  Citizens Community Federal's first mortgage loans currently being originated carry a fixed rate of interest.  First mortgage loans generally are long-term and amortize on a monthly basis with principal and interest due each month.  A majority of Citizens Community Federal's first mortgage loans also contain a payable-on-demand clause, which allows Citizens Community Federal to call the loan due after a stated period, usually between two and five years from origination.  Citizens Community Federal also has home equity loans in its portfolio, which have an interest rate that adjusts based on the prime rate.  At September 30, 2007, the net loan portfolio totaled $320.0 million, which constituted 82.9% of total assets.
 
Mortgage loans up to $500,000 and consumer loans may be approved at various levels by loan officers and senior management.  The President may approve loans up to our regulatory lending limit, along with recommendations from the Chief Financial Officer and the Executive Vice President.  Loans outside our general underwriting guidelines must be approved by the board of directors.  At September 30, 2007, our regulatory lending limit to any one borrower and the borrower's related entities was approximately $6.5 million.  The largest lending relationship to a single borrower or a group of related borrowers consisted of two loans to a single borrower with a total balance of $452,000. These loans were current as of September 30, 2007.
 

3


Loan Portfolio Composition.  The following table presents information concerning the composition of the Citizen Community Federal's loan portfolio in dollar amounts and in percentages (before deductions for allowances for loan losses) as of the dates indicated.
 

   
At September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
Real Estate Loans:
                                                           
    One- to four-family first mortgages
  $
177,281
      55.3 %   $
156,235
      60.3 %   $
136,647
      62.5 %   $
89,841
      58.8 %   $
71,108
      57.5 %
    Second mortgages
   
10,461
     
3.2
     
9,161
     
3.5
     
7,630
     
3.5
     
5,398
     
3.5
     
4,661
     
3.8
 
    Multi-family and commercial
   
215
     
0.1
     
240
     
0.1
     
274
     
0.1
     
321
     
0.2
     
239
     
0.3
 
        Total real estate loans
   
187,957
     
58.6
     
165,636
     
63.9
     
144,551
     
66.1
     
95,560
     
62.5
     
76,008
     
61.6
 
                                                                                 
Consumer Loans:
                                                                               
    Automobile (1)
   
27,168
     
8.5
     
24,445
     
9.4
     
25,980
     
11.9
     
25,808
     
16.9
     
26,905
     
21.7
 
    Other secured personal loans (2)
   
100,966
     
31.5
     
64,384
     
24.9
     
43,460
     
19.
     
27,607
     
18.0
     
17,028
     
13.8
 
    Unsecured personal loans (3)
   
4,610
     
1.4
     
4,774
     
1.8
     
4,743
     
2.2
     
3,955
     
2.6
     
3,633
     
2.9
 
        Total consumer loans
   
132,744
     
41.4
     
93,603
     
36.1
     
74,183
     
33.9
     
57,370
     
37.5
     
47,566
     
38.4
 
                                                                                 
Gross loans                                                        
   
320,701
      100.0 %    
259,239
      100.0 %    
218,734
      100.0 %    
152,930
      100.0 %    
123,574
      100.0 %
    Net deferred loan costs
   
252
             
63
             
-
             
-
             
-
         
    Allowance for loan losses
    (926 )             (835 )             (803 )             (554 )             (467 )        
                                                                                 
Total loans receivable, net
  $
320,027
            $
258,467
            $
217,931
            $
152,376
            $
123,107
         
_______________
(1)
Includes both direct and indirect lending activities.
(2)
Includes both direct and indirect lending activities for personal items other than automobiles.
(3)
Includes only direct lending.



4


The following table shows the composition of Citizen Community Federal's loan portfolio by fixed- and adjustable-rate at the dates indicated.
 
                                                             
   
At September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Fixed Rate Loans:
 
(Dollars in thousands)
 
    Real estate
                                                           
    One- to four-family first mortgages(1)
  $
170,127
      53.0 %   $
148,211
      57.0 %   $
128,300
      58.7 %   $
89,841
      58.8 %   $
71,108
      57.5 %
    Second mortgages
   
9,989
     
3.1
     
8,367
     
3.2
     
6,189
     
2.8
     
4,772
     
3.1
     
4,099
     
3.3
 
    Multi-family and commercial
   
215
     
0.1
     
240
     
0.1
     
274
     
0.1
     
321
     
0.2
     
239
     
0.3
 
        Total fixed-rate real estate loans
   
180,331
     
56.2
     
156,818
     
60.3
     
134,763
     
61.6
     
94,934
     
62.1
     
75,446
     
61.1
 
    Consumer loans
   
132,744
     
41.4
     
93,603
     
36.3
     
74,183
     
33.9
     
57,370
     
37.5
     
47,566
     
38.5
 
        Total fixed rate loans
   
313,075
     
97.6
     
250,421
     
96.6
     
208,946
     
95.5
     
152,304
     
99.6
     
123,012
     
99.6
 
                                                                                 
Adjustable Rate Loans:
                                                                               
    Real estate
                                                                               
    One- to four-family first mortgages
   
7,154
     
2.2
     
8,024
     
3.1
     
8,347
     
3.8
     
---
     
---
     
---
     
---
 
    Second mortgages
   
472
     
0.2
     
794
     
0.3
     
1,441
     
0.7
     
626
     
0.4
     
562
     
0.4
 
    Multi-family and commercial
   
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
 
        Total adjustable rate real estate loans
   
7,626
     
2.4
     
8,818
     
3.4
     
9,788
     
4.5
     
626
     
0.4
     
562
     
0.4
 
    Consumer
   
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
 
                                                                                 
        Total adjustable rate loans
   
7,626
     
2.4
     
8,818
     
3.4
     
9,788
     
4.5
     
626
     
0.4
     
562
     
0.4
 
                                                                                 
        Total loans
   
320,701
      100.0 %    
259,239
      100.0 %    
218,734
      100.0 %    
152,930
      100.0 %    
123,574
      100.0 %
            Net deferred loan costs
   
252
             
63
             
---
             
---
             
---
         
           Allowance for loan losses
    (926 )             (835 )             (803 )             (554 )             (467 )        
                                                                                 
        Total loans receivable, net
  $
320,027
            $
258,467
            $
217,931
            $
152,376
            $
123,107
         
__________________
(1)
Includes $144.5 million in 2007, $122.2 million in 2006, $102.9 million in 2005, $81.6 million in 2004 and $66.4 million in 2003 of loans with a payable on demand clause.



5


The following schedule illustrates the contractual maturity of Citizen Community Federal's loan portfolio at September 30, 2007.  Mortgages which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due.  The schedule does not reflect the effects of possible prepayments or enforcement of due-on-demand clauses.
 
     
Real Estate
   
Consumer
       
     
One- to Four- Family
First Mortgage(1)
   
Second Mortgage
   
Multi-Family and
Commercial
   
Automobile
   
Secured Personal
   
Unsecured Personal
   
Total
 
     
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
   
Amount
   
Weighted
Average
Rate
 
2008(2)
    $
301
      6.33 %   $
893
      8.76 %   $
135
      7.25 %   $
847
      8.71 %   $
2,445
      8.11 %   $
2,496
      14.56 %   $
7,117
      10.43 %
2009
     
171
     
6.30
     
660
     
7.89
     
51
     
6.75
     
2,881
     
8.56
     
2,797
     
8.24
     
398
     
10.54
     
6,958
     
8.41
 
2010
     
227
     
6.64
     
1,342
     
7.99
     
---
     
---
     
5,987
     
8.96
     
5,069
     
8.38
     
852
     
10.40
     
13,477
     
8.70
 
2011-2012      
932
     
6.38
     
3,031
     
8.61
     
---
     
---
     
13,232
     
8.96
     
18,639
     
8.50
     
820
     
11.04
     
36,654
     
8.68
 
2013-2014      
2,385
     
6.06
     
984
     
8.99
     
29
     
6.50
     
1,899
     
7.67
     
11,469
     
7.82
     
6
     
---
     
16,772
     
7.62
 
2015-2029      
51,899
     
6.11
     
3,287
     
8.25
     
---
     
---
     
2,322
     
8.27
     
60,523
     
7.79
     
38
     
---
     
118,069
     
7.07
 
2030 and
 after
     
121,366
     
6.40
     
264
     
5.99
     
---
     
---
     
---
     
---
     
24
     
8.28
     
---
     
---
     
121,654
     
6.40
 
        $
177,281
      6.31 %   $
10,461
      8.35 %   $
215
      7.03 %   $
27,168
      8.76 %   $
100,966
      7.97 %   $
4,610
      12.72 %   $
320,701
      7.20 %
_______________
(1)
Includes $144.5 million of loans with a payable on demand clause.
(2)
Includes home equity lines of credit, credit card loans, loans having no stated maturity and overdraft loans.

The total amount of loans due after September 30, 2007, which have predetermined interest rates is $313.4 million, while the total amount of loans due after such date which have floating or adjustable interest rates is $7.6 million.
 



6


First Mortgage Lending.  Citizens Community Federal focuses its lending efforts primarily on the origination of loans secured by first mortgages on owner-occupied, one- to four-family residences in our market area.  At September 30, 2007, one- to four-family residential mortgage loans totaled $177.3 million, or 55.3% of the gross loan portfolio.
 
For the year, mortgage originations increased primarily due to general increases in demand throughout all of our markets.
 
Citizens Community Federal generally underwrites its one- to four-family loans based on the applicant's employment and credit history, their debt to income ratio and the appraised value of the subject property.  Presently, Citizens Community Federal generally lends up to 80% of the appraised value for one- to four-family residential loans and up to 70% for non-owner occupied residential loans.  For loans used to purchase the property with a loan-to-value ratio in excess of 80%, Citizens Community Federal requires private mortgage insurance in order to reduce our exposure below 80%.  Properties securing one- to four-family loans are appraised by independent fee appraisers approved by the board of directors to the extent the loan exceeds $50,000.  In-house appraisals, prepared by persons other than the originating loan officer, may be used for loans of less than $50,000, or loans of less than $100,000 if the loan-to-value ratio is less than 50%.  Citizens Community Federal requires its borrowers to obtain evidence of clear title and hazard insurance, and flood insurance, if necessary.
 
Citizens Community Federal currently originates most of its one- to four-family mortgage loans on a fixed-rate basis.  Citizens Community Federal's pricing strategy for mortgage loans includes setting interest rates that benefit our asset/liability management strategies.  Our one- to four-family loans are not assumable.
 
Most mortgage loans include a payable-on-demand clause, which allows the loan to be called at any time after the demand date.  Citizens Community Federal has had no reason to utilize the clause over the past several years, because rates have been historically low during this period.  May 2000 was the last and only time the clause was utilized.  At that time, 13 loans, totaling $541,442, were called.  It is Citizens Community Federal's policy to write the majority of its real estate loans with a payable-on-demand clause.  The intent of the clause is to give Citizens Community Federal some ability to protect against sharp and prolonged interest rate increases and their impact on net interest margin.  The clause is not intended for responding to temporary interest rate fluctuations.  The following factors are considered in determining whether and when to utilize the clause: (1) a significant, prolonged increase in market rates of interest; (2) the liquidity needs of Citizens Community Federal; (3) Citizens Community Federal's desire to restructure its balance sheet; and (4) an unsatisfactory payment history, including delinquent real estate taxes.  Other factors considered include the remaining term of the loan (i.e., a shorter remaining term could justify not calling a loan with the same rate as a loan with a longer remaining term), other lending relationships, payment history and the equity position of the borrower.  When Citizens Community Federal determines to utilize the clause, we call loans with the lowest interest rates first.
 
The following trigger guidelines are used to determine whether to utilize the payable-on-demand clause:  (1) when rates available for six month investment certificates of deposit exceed the rate on loans eligible to be called under the payable-on-demand clause by more than 75 basis points; or (2) when local market rates of interest for real estate loans exceed the rate on existing loans with the payable-on-demand clause by 150 basis points.  If either of these triggers are reached, management has 12 months to utilize the clause and call loans, if management determines that doing so would be in the overall best interests of Citizens Community Federal.  The existence of the payable-on-demand clauses is not considered as a factor in determining our accounting policies for loan origination fees and costs, because we have only used the clause once in May 2000 with respect to 13 loans.
 
The demand date is set based on the loan-to-value ratio and other underwriting criteria, and is usually two to five years from the date of origination.  During the fiscal year ended September 30, 2007, Citizens Community Federal originated $32.1 million of one- to four-family loans that included the payable-on-demand clause.  Fixed-rate loans secured by one- to four-family residences have contractual maturities of up to 30 years, and are generally fully amortizing, with payments due monthly.
 
We recently implemented a mortgage banking operation. We utilize internal marketing efforts to originate real estate loans.  We fund these loans and sell them with servicing released in the secondary market to Countrywide Financial Corporation.  This generates additional loan fee income on the sale of loans. Our relationship with Countrywide Financial Corporation, like all of our relationships with outside vendors, is subject to periodic review to minimize risk and exposure to the Company. We cannot provide any assurances that this arrangement will continue in the future.
 

7


Second Mortgage Lending.  Citizens Community Federal also offers second mortgage loans and home equity lines of credit.  Home equity lines of credit totaled $461,000 and comprised 0.001% of the gross loan portfolio at September 30, 2007. These loans may be originated in amounts, together with the amount of the existing first mortgage, of up to 80% of the value of the property securing the loan.  A loan may go over 80% of the value of the property securing the loan if Citizens Community Federal holds the first mortgage.  Home equity lines of credit are originated with an adjustable rate of interest, based on the prime rate of interest plus a margin, fixed for the first year and adjustable monthly thereafter.  Home equity lines of credit have up to a 10-year draw period and require the payment of 1.5% of the outstanding loan balance per month during the draw period, which amount may be re-borrowed at any time during the draw period.  Once the draw period has lapsed, the payment is fixed based on the loan balance at that time.  At September 30, 2007, un-funded commitments on these lines of credit totaled $692,000.
 
Citizens Community Federal also offers second mortgage loans with a fixed rate of interest.  These loans may be amortized up to 15 years with a balloon payment at three, five or 10 years.  At September 30, 2007, fixed-rate second mortgage loans totaled $10.0 million, or 3.1% of the gross loan portfolio.
 
Consumer Lending.  At September 30, 2007, consumer and other loans totaled $132.7 million, or 41.4% of the gross loan portfolio.  Citizens Community Federal offers a variety of secured consumer loans, including new and used auto, motorcycle, boat and recreational vehicle loans, loans secured by savings deposits, and a limited amount of unsecured loans.  Citizens Community Federal originates consumer and other loans primarily in its market areas.  For fiscal 2007, consumer lending increased as a result of a strong loan demand throughout our branch system.
 
Citizens Community Federal originates secured loans on an indirect basis through its indirect dealer program.  These secured consumer loans consist of loans for a wide variety of products, including motorcycles, recreational vehicles, pianos, all-terrain vehicles, pools and spas.  An indirect dealer network is currently comprised of 529 active dealers with businesses located throughout Citizens Community Federal's market area.  In some instances, the participating dealer may receive a premium rate for the amount over our initial interest rate.  The loans are generally originated with terms from 36 to 60 months and carry fixed rates of interest.  Citizens Community Federal follows its internal underwriting guidelines in evaluating loans obtained through the indirect dealer program, including using credit scoring to approve loans.
 
Auto loans totaled $27.2 million at September 30, 2007, or 8.4% of gross loans.  Auto loans may be written for up to five years for a new car and four years for a used car with fixed rates of interest.  Loan-to-value ratios are up to 100% of the sales price for new autos and 100% of the retail value on used autos, based on a valuation from official used car guides.  In addition, Citizens Community Federal may, on occasion, originate secured auto loans in excess of 100% loan-to-value ratio based upon the credit quality of the borrower.  Auto loans also may be originated through Citizens Community Federal's indirect lending program.  Indirect auto loans are made using the same underwriting guidelines as auto loans originated directly by Citizens Community Federal.
 
Citizens Community Federal originates secured direct loans on a variety of collateral with terms varying from 36 to 60 months.  At September 30, 2007, Citizens Community Federal had secured direct consumer loans totaling $36.1 million, of which $19.4 million was for automobiles.  At September 30, 2007, the indirect lending portfolio totaled $92.1 million, of which $7.8 million was for automobiles.
 
Citizens Community Federal also originates unsecured consumer loans consisting primarily of credit card loans totaling $1.5 million at September 30, 2007, overdraft protection loans totaling $730,000 at September 30, 2007, and loans made through the Freedom Loan program.  The Freedom Loan program offers unsecured loans to consumers with a fixed rate of interest for a maximum term of 48 months for amounts not to exceed $20,000 per individual.  At September 30, 2007, loans originated through the Freedom Loan program totaled $2.3 million.
 
Consumer loans generally have shorter terms to maturity, which reduces Citizens Community Federal's exposure to changes in interest rates, and carry higher rates of interest than do one- to four-family residential mortgage loans.  In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.
 
Consumer and other loans may entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of consumer loans which are secured by rapidly depreciable assets, such as automobiles and recreational vehicles.  In these cases, any repossessed collateral for a defaulted loan may not provide an adequate
 

8


source of repayment of the outstanding loan balance.  As a result, consumer loan collections are dependent on the borrower's continuing financial stability and, thus, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
 
Multi-family and Commercial Real Estate Lending.  We generally do not engage in this type of lending, but may consider doing so in the future.  However, as part of the acquisition of the Chippewa Falls branch on November 1, 2002, Citizens Community Federal obtained a nominal amount of multi-family and commercial real estate loans. At September 30, 2007, our two multi-family and commercial real estate loans totaled $215,000, or 0.1% of our loan portfolio.  In order to monitor the adequacy of cash flows on these loans, the borrower is requested or required to provide periodic financial information.
 
Loan Originations and Repayments
 
Citizens Community Federal originates loans through marketing efforts and our existing and walk-in customers.  The ability to originate loans is dependent upon customer demand for loans in Citizens Community Federal's market areas.  Demand is affected by competition and the interest rate environment.  Since becoming a savings bank, Citizens Community Federal has significantly increased its origination of residential real estate loans.  During the past few years, Citizens Community Federal, like many other financial institutions, has experienced significant prepayments on loans due to the low interest rate environment prevailing in the United States.  In periods of economic uncertainty, the ability of financial institutions, including Citizens Community Federal, to originate or purchase large dollar volumes of real estate loans may be substantially reduced or restricted, with a resultant decrease in interest income. Citizens Community Federal does not engage in, nor have any exposure to, subprime lending.
 
At the start of fiscal 2007, we implemented a mortgage banking operation.  We originate these loans using our internal marketing efforts.  We fund these loans and sell them in the secondary market to Countrywide Financial Corporation with servicing released.  For fiscal 2007, we had originated loans totaling $1.2 million through this operation.  These loans have been subsequently sold in the secondary market. Our relationship with Countrywide Financial Corporation, like all of our relationships with outside vendors, is subject to periodic review to minimize risk and exposure to the Company. We cannot provide any assurances that this arrangement will continue in the future.
 
The following table shows the loan origination, purchase, sale and repayment activities of Citizens Community Federal for the periods indicated.
 
   
Year ended September 30,
 
   
2007
   
2006
   
2005
 
   
(In thousands)
 
Originations by Type:
                 
Real estate(1)
  $
41,701
    $
48,280
    $
53,731
 
Non-real estate-consumer
   
91,447
     
70,286
     
55,010
 
Total loans originated
   
133,148
     
118,566
     
108,741
 
                         
Loans obtained through merger
   
---
     
---
     
26,670
 
                         
Repayments:
                       
Principal repayments
   
71,512
     
77,564
     
69,405
 
Loans transferred to other
                       
 
real estate/collateral
   
174
     
434
     
203
 
Net increase(decrease)
  $
61,462
    $
40,568
    $
65,803
 
______________
(1)
Real estate loans include loans with a payable–on-demand feature of $32.1 million in fiscal 2007, $42.3 million in fiscal 2006 and $45.0 million in fiscal 2005.  Real estate loans also include home equity lines of credit of $349,000 for fiscal 2007, $125,000 for fiscal 2006 and $274,000 in fiscal 2005.

Asset Quality
 
Procedures.  When a borrower fails to make a payment on a mortgage loan on or before the due date, a late notice is mailed five days after the due date.  When the loan is 10 days past due, a loan officer will begin contacting the borrower by phone.  This process will continue until satisfactory payment arrangements have been made.  If the loan becomes two payments and ten days past due, a notice of right-to-cure default is sent.  If the loan becomes over
 

9


90 days delinquent, a drive-by inspection is done while further attempts to contact the borrower by phone are made.  After the loan is 120 days past due, and acceptable arrangements have not been made, Citizens Community Federal will generally refer the loan to legal counsel, with instructions to prepare a notice of intent to foreclose.  This notice allows the borrower up to 30 days to bring the loan current.  During this 30-day period, Citizens Community Federal will still attempt to contact the borrower to implement satisfactory payment arrangements.  If the loan becomes 150 days past due and satisfactory arrangements have not been made, foreclosure will be instituted.
 
For consumer loans a similar process is followed, with the initial written contact being made once the loan is five days past due.  Follow-up contacts are generally on an accelerated basis compared to the mortgage loan procedure.
 
Citizens Community Federal divides its loans into two categories, mortgage loans and non-mortgage loans.  For all loans in both categories, Citizens Community Federal employs a dual-loss reserve strategy.  First, using a running five-year history, all loans, excluding classified loans, are assigned an inherent loss reserve.  Next, each loan (mortgage and non-mortgage) that becomes over 61 days delinquent is reviewed by senior management.  In addition, Citizens Community Federal assesses several factors including negative change in income, negative change in collateral, negative change in employment and other characteristics.
 
The procedure for charging off consumer loans does not differentiate between the different types of consumer loans.  Citizens Community Federal's loan underwriting is based mainly on the borrowers' ability to pay, along with the value of the collateral.  All closed-end consumer loans are either charged off or recognized as a specific loss after they become delinquent 120 days.  All open-end consumer loans are charged off or recognized as a specific loss after they become delinquent 180 days.  Consumer loans with collateral are charged off or recognized as a specific loss down to collateral resale value less 10 percent if repossession of collateral is assured.
 
In lieu of charging off the entire balance, loans with non-real estate collateral may be written down to the value of the collateral, if repossession is assured and in process.  For open-end and closed-end loans secured by real estate, a current assessment of value will be made no later than 180 days past due.  Any outstanding loan balance in excess of the value of the property, less selling costs, is charged off.
 
Delinquent Loans.  The following table sets forth our loan delinquencies by type, number and amount at September 30, 2007.
 
   
Loans Delinquent For:
       
   
60-89 Days
   
90 Days and Over
   
Total Delinquent Loans
 
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
 
   
(Dollars in thousands)
 
                                     
Real estate                                   
   
2
    $
236
     
4
    $
297
     
6
    $
533
 
                                                 
Consumer(1)                                   
   
139
     
510
     
259
     
1,223
     
398
     
1,733
 
                                                 
Total                                   
   
141
    $
746
     
263
    $
1,520
     
404
    $
2,266
 
__________
(1)           Includes credit card accounts.

Non-performing Assets.  The table below sets forth the amounts and categories of non-performing assets in our loan portfolio.  Loans are placed on non-accrual status when the loan becomes more than 90 days delinquent.  At all dates presented, we had no troubled debt restructurings which involve forgiving a portion of interest or principal on any loans or making loans at a rate materially less than that of market rates.  Foreclosed assets owned include assets acquired in settlement of loans.
 
 
10

 
 
   
At September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in thousands)
 
Non-Accruing Loans:
                             
    One- to four-family                                                            
  $
297
    $
406
    $
207
    $
300
    $
162
 
    Consumer(1)                                                            
   
1,223
     
984
     
462
     
397
     
400
 
        Total                                                            
   
1,520
     
1,390
     
669
     
697
     
562
 
                                         
Foreclosed Assets:
                                       
One- to four-family                                                            
   
94
     
376
     
---
     
---
     
---
 
    Consumer                                                            
   
29
     
13
     
32
     
---
     
---
 
        Total                                                            
   
123
     
389
     
32
     
---
     
---
 
                                         
Total non-performing assets                                                            
  $
1,643
    $
1,779
    $
701
    $
697
    $
562
 
                                         
Total as a percentage of total assets                                                            
    0.43 %     0.63 %     0.29 %     0.43 %     0.43 %
___________
(1)
Includes credit card accounts.

For the years ended September 30, 2007, and 2006, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $101,900 and $52,400, respectively.  No amount was included in interest income on these loans for these periods.
 
Other Loans of Concern.  In addition to the non-performing assets set forth in the table above, as of September 30, 2007, there was also an aggregate of $758,000 of loans with respect to which known information about the possible credit problems of the borrowers have caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories.  These loans are not considered "classified" due to their delinquency status; however, they are identified as "watch" loans.  They are not reserved for in the allowance for loan losses other than as part of the inherent portion.  These loans have been considered in management's determination of the adequacy of our allowance for loan losses.
 
Classified Assets.  OTS regulations provide for the classification of loans and other assets, such as debt and equity securities considered to be of lesser quality, as "substandard," "doubtful" or "loss."  An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected.  Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable."  Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.
 
When we classify problem assets as either substandard or doubtful, we may establish general allowances for loan losses in an amount deemed prudent by management and approved by the board of directors.  General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When we classify problem assets as "loss," we are required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount.  Our determination as to the classification of our assets and the amount of its valuation allowances is subject to review by the OTS and the FDIC, which may order the establishment of additional general or specific loss allowances.
 
In connection with the filing of our periodic reports with the OTS and in accordance with our classification of assets policy, we regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations.  On the basis of management's review of our assets, at September 30, 2007, Citizens Community Federal had classified $1.3 million of the loans in its portfolio as substandard, all of which was included in non-performing assets, $0 as doubtful and $0 as loss.  The total amount classified represented 1.66% of CCB's equity capital and 0.34% of assets at September 30, 2007.
 

11


Provision for Loan Losses.  Citizens Community Federal recorded a provision for loan losses for the year ended September 30, 2007 of $470,000, compared to $251,000 for the year ended September 30, 2006 and $414,000 for the year ended September 30, 2005.  The provision for loan losses is charged to income to bring the allowance for loan losses to reflect probable incurred losses based on the factors discussed below under "Allowance for Loan Losses."  The provision for loan losses for the year ended September 30, 2007 was based on management's review of such factors which indicated that the allowance for loan losses reflected probable incurred losses in the loan portfolio as of the year ended September 30, 2007.
 
Allowance for Loan Losses.  Citizens Community Federal maintains an allowance for loan losses to absorb probable incurred losses in the loan portfolio.  The allowance is based on ongoing, quarterly assessments of the estimated probable incurred losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers the types of loans and the amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.
 
At September 30, 2007, the allowance for loan losses was $926,000, or 0.29%, of the total loan portfolio. Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans, that may be susceptible to significant change.  In the opinion of management, the allowance, when taken as a whole, reflects estimated probable loan losses in our loan portfolios.
 
The following table sets forth an analysis of our allowance for loan losses.
 
   
Year Ended September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in Thousands)
 
                               
Balance at beginning of period                                                        
  $
835
    $
803
    $
554
    $
467
    $
349
 
                                         
Charge-offs:
                                       
    One- to four-family                                                        
    (83 )     (19 )     (24 )    
---
      (16 )
    Consumer                                                        
    (330 )     (228 )     (212 )     (342 )     (297 )
        Total charge-offs                                                        
    (413 )     (247 )     (236 )     (342 )     (313 )
                                         
Recoveries:
                                       
    Consumer                                                        
   
34
     
28
     
31
     
33
     
25
 
        Total recoveries                                                        
   
34
     
28
     
31
     
33
     
25
 
                                         
Net charge-offs                                                        
    (379 )     (219 )     (205 )     (309 )     (288 )
Other-obtained through merger                                                        
   
---
     
---
     
40
     
---
     
---
 
Additions charged to operations                                                        
   
470
     
251
     
414
     
396
     
406
 
Balance at end of period                                                        
  $
926
    $
835
    $
803
    $
554
    $
467
 
                                         
Ratio of allowance for loan losses to
    net loans outstanding at
    end of period                                                        
    0.29 %     0.32 %     0.37 %     0.36 %     0.38 %
                                         
Ratio of net charge-offs during the
    period to average loans outstanding
    during the period                                                        
    0.13 %     0.08 %     0.12 %     0.22 %     0.25 %
                                         
Ratio of net charge-offs during the
    period to average non-performing
    assets                                                        
    22.15 %     17.66 %     28.37 %     49.05 %     49.23 %


12


The distribution of our allowance for losses on loans at the dates indicated is summarized as follows:
 
   
At September 30,
 
   
2007
   
2006
   
2005
 
   
Amount of
Loan Loss
Allowance
   
Loan
Amounts by
Category
   
Percent of
Loans in Each
Category to
Total Loans
   
Amount of
Loan Loss
Allowance
   
Loan
Amounts by
Category
   
Percent of
Loans in Each
Category to
Total Loans
   
Amount of
Loan Loss
Allowance
   
Loan
Amounts by
Category
   
Percent of
Loans in Each
Category to
Total Loans
 
   
(Dollars in Thousands)
 
                                                       
Real estate                     
  $
64
    $
187,957
      59 %   $
52
    $
165,636
      64 %   $
59
    $
144,551
      66 %
Consumer                     
   
862
     
132,744
     
41
     
783
     
93,603
     
36
     
744
     
74,183
     
34
 
Unallocated                     
   
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
     
---
 
        Total                     
  $
926
    $
320,701
      100 %   $
835
    $
259,239
      100 %   $
803
    $
218,734
      100 %


   
At September 30,
 
   
2004
   
2003
 
   
Amount of
Loan Loss
Allowance
   
Loan
Amounts by
Category
   
Percent of
Loans in Each
Category to
Total Loans
   
Amount of
Loan Loss
Allowance
   
Loan
Amounts by
Category
   
Percent of
Loans in Each
Category to
Total Loans
 
   
(Dollars in Thousands)
 
                                     
Real estate                     
  $
61
    $
95,560
      62 %   $
9
    $
75,769
      61 %
Consumer                     
   
490
     
57,370
     
38
     
433
     
47,805
     
39
 
Unallocated                     
   
3
     
---
     
---
     
25
     
---
     
---
 
        Total                     
  $
554
    $
152,930
      100 %   $
467
    $
123,574
      100 %



13


Investment Activities
 
Federally chartered savings institutions have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, including callable agency securities, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds.  Subject to various restrictions, federally chartered savings institutions may also invest their assets in investment grade commercial paper and corporate debt securities, and mutual funds whose assets conform to the investments that a federally chartered savings institution is otherwise authorized to make directly.
 
The chief financial officer has the basic responsibility for the management of our investment portfolio, subject to the direction and guidance of the ALM Committee.  The chief financial officer considers various factors when making decisions, including the marketability, maturity and tax consequences of the proposed investment.  The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.
 
The general objectives of our investment portfolio are to provide liquidity when loan demand is high, to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk.
 
In fiscal 2007, we utilized our expertise as a mortgage loan originator, selectively purchasing non-agency mortgage-backed securities ("MBS") that either met or exceeded our underwriting guidelines.  This strategy was  employed to complement consumer loan underwriting.  Strong loan demand in consumer lending required management of the structure of the balance sheet and compliance with the 35% consumer lending bucket cap.  Management chose to increase the asset base by purchasing AAA-rated MBSs funded by FHLB advances.  This allowed the Bank to continue making consumer loans.
 
The securities purchased are AAA-rated Jumbo Prime MBS, with an average loan-to-value ratio of 68.98% and an average FICO score of 741.  We have stayed within the Jumbo Prime sector, purchasing no Sub-Prime or Alt-A MBS to date.  Furthermore, while the bank has purchased hybrid ARM securities, we have refrained from purchasing any negative-amortization loans or option ARMs.  Finally, the MBS portfolio consists only of those assets that are Secondary Mortgage Enhancement Act of 1984 ("SMMEA") eligible, meaning that the MBS purchased are in one of the two highest rating categories and are first-lien mortgages only.
 
The following table sets forth the composition of Citizens Community Federal's investment securities and interest-bearing deposits at the dates indicated.
 
   
At September 30,
 
   
2007
   
2006
   
2005
 
   
Book
Value
   
% of Total
   
Book
Value
   
% of Total
   
Book
Value
   
% of Total
 
   
(Dollars in Thousands)
 
                                     
Investment securities:
                                   
    Federal Home Loan Bank stock
  $
4,822
      10.77 %   $
3,060
      63.74 %   $
2,095
      37.24 %
    Interest-bearing deposits with banks
   
371
     
0.83
     
959
     
19.97
     
1,444
     
25.67
 
    Mortgage-backed securities
   
39,592
     
88.40
     
782
     
16.29
     
946
     
16.81
 
    Corporate notes
   
---
     
---
     
---
     
---
     
981
     
17.44
 
    Mutual funds
   
---
     
---
     
---
     
---
     
160
     
2.84
 
    $
44,785
      100.00 %   $
4,801
      100.00 %   $
5,626
      100.00 %

Sources of Funds
 
General.  Citizens Community Federal's sources of funds are deposits, borrowings, payment of principal and interest on loans, interest earned on or maturation of other investment securities and funds provided from operations.
 
Deposits.  Citizens Community Federal offers a variety of deposit accounts to both consumers and businesses having a wide range of interest rates and terms.  Deposits consist of savings accounts, money market
 

14


deposit accounts, demand accounts and certificates of deposit.  Citizens Community Federal solicits deposits primarily in its market areas and from financial institutions and has accepted a limited amount of brokered deposits.  At September 30, 2007, Citizens Community Federal had $4.3 million of brokered deposits.  We obtain these deposits from brokers when the rates requested are less than the amount we pay our retail customers.  The typical term for these brokered deposits are 12 to 18 months.  Our experience is that these are not volatile deposits subject to significant early withdrawal.  Citizens Community Federal primarily relies on competitive pricing policies, marketing and customer service to attract and retain these deposits.  Citizens Community Federal from time to time participates in an auction for brokered deposits to assist in finding the lowest cost deposits possible.  Citizens Community Federal constantly searches for the most cost-effective source of funds, either through brokered deposits, or through marketing our own rates to protect our margin and maintain our sales culture.
 
The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition.  The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand.  We have become more susceptible to short-term fluctuations in deposit flows, as customers have become more interest rate conscious.  We try to manage the pricing of our deposits in keeping with our asset/liability management, liquidity and profitability objectives, subject to competitive factors.  Based on experience, management believes that Citizens Community Federal's deposits are relatively stable sources of funds.  Despite this stability, the ability to attract and maintain these deposits and the rates paid on them has been and will continue to be significantly affected by market conditions.
 
Deposit Flow
 
The following table sets forth deposit flows during the periods indicated.
 
   
Year Ended September 30,
 
   
2007
   
2006
   
2005
 
   
(Dollars in Thousands)
 
                   
Opening balance
  $
186,711
    $
177,469
    $
127,976
 
Deposits assumed in merger
   
---
     
---
     
41,571
 
Net deposits
   
14,029
     
4,060
     
4,659
 
Interest credited
   
6,994
     
5,182
     
3,263
 
                         
Ending balance
  $
207,734
    $
186,711
    $
177,469
 
                         
Net increase
  $
21,023
    $
9,242
    $
49,493
 
                         
Percent increase
    11.3 %     5.2 %     38.7 %


15


The following table sets forth the dollar amount of savings deposits in the various types of deposit programs we offered at the dates indicated.
 
   
At September 30,
 
   
2007
   
2006
   
2005
 
   
Amount
   
Percent
of Total
   
Amount
   
Percent
of Total
   
Amount
   
Percent
of Total
 
   
(Dollars in Thousands)
 
Transaction Accounts
and Savings Deposits:
                                   
 
                                   
    Demand accounts
  $
18,657
      8.98 %   $
18,669
      10.00 %   $
19,315
      10.88 %
    Savings accounts                                   
   
22,855
     
13.06
     
24,975
     
13.38
     
27,193
     
17.09
 
    Money market accounts
   
27,121
     
11.00
     
22,262
     
11.92
     
30,323
     
15.33
 
                                                 
        Total non-certificates
   
68,633
     
33.04
     
65,906
     
35.30
     
76,831
     
43.30
 
                                                 
Certificates:
                                               
    6-12 month                                   
   
53,868
     
25.93
     
26,413
     
14.14
     
15,519
     
8.74
 
    15-18 month                                   
   
30,055
     
14.47
     
44,715
     
23.95
     
33,818
     
19.05
 
    24-60 month                                   
   
18,744
     
9.02
     
25,313
     
13.56
     
30,368
     
17.11
 
    Anniversary                                   
   
170
     
0.08
     
463
     
0.25
     
493
     
0.28
 
    Institutional                                   
   
26,378
     
12.70
     
14,796
     
7.92
     
12,415
     
7.00
 
    Borrowers                                   
   
---
     
---
     
---
     
---
     
1
     
0.01
 
    IRA                                   
   
9,886
     
4.76
     
9,105
     
4.88
     
8,024
     
4.51
 
                                                 
        Total certificates
   
139,101
     
66.96
     
120,805
     
64.70
     
100,638
     
56.70
 
                                                 
Total Deposits                                   
  $
207,734
      100.00 %   $
186,711
      100.00 %   $
177,469
      100.00 %

The following table shows rate and maturity information for Citizens Community Federal's certificates of deposit at September 30, 2007.
 
      0.00-1.99 %     2.00-3.99 %     4.00-5.99 %  
Total
   
Percent
of Total
 
   
(Dollars in Thousands)
 
Certificate Accounts Maturing During
the 12 Months Ended:
                                   
September 30, 2008
  $
135
    $
9,255
    $
96,640
    $
106,030
      76.23 %
September 30, 2009
   
71
     
1,039
     
26,887
     
27,997
     
20.13
 
September 30, 2010
   
---
     
3
     
2,613
     
2,616
     
1.88
 
September 30, 2011
   
---
     
---
     
2,299
     
2,299
     
1.65
 
Thereafter
   
---
     
---
     
159
     
159
     
0.11
 
                                         
        Total
  $
206
    $
10,297
    $
128,598
    $
139,101
      100.0 %
                                         
        Percent of total
    0.15 %     7.40 %     92.45 %                


16


The following table indicates the amount of Citizens Community Federal's certificates of deposit by time remaining until maturity as of September 30, 2007.
 
   
3 Months
or Less
   
Over 3 to
6 Months
   
Over 6 to
12 Months
   
Over
12 Months
   
Total
 
   
(In thousands)
 
                               
Certificates of deposit
                             
less than $100,000                                     
  $
21,988
    $
26,489
    $
33,177
    $
27,226
    $
108,880
 
                                         
Certificates of deposit
                                       
of $100,000 or more                                     
   
3,833
     
7,679
     
12,864
     
5,845
     
30,221
 
                                         
Total certificates of deposit
  $
25,821
    $
34,168
    $
46,041
    $
33,071
    $
139,101
 

Borrowings.  Although deposits are our primary source of funds, Citizens Community Federal may utilize borrowings when they are a less costly source of funds and can be invested at a positive interest rate spread, when it desires additional capacity to fund loan demand or when they meet asset/liability management goals.  Borrowings consist of advances from the Federal Home Loan Bank of Chicago.  See Note 10 of the Notes to Consolidated Financial Statements.
 
Citizens Community Federal may obtain advances from the Federal Home Loan Bank of Chicago upon the security of certain of our mortgage loans and mortgage-backed and other securities.  These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features.  At September 30, 2007, Citizens Community Federal had $96.4 million in Federal Home Loan Bank advances outstanding and the ability to borrow an additional $38.6 million.  These advances were taken as a liquidity source to fund increasing loan demand and the purchase of investment securities.
 
Citizens Community Federal is authorized to borrow from the Federal Reserve Bank of Chicago's "discount window" after it has exhausted other reasonable alternative sources of funds, including Federal Home Loan Bank borrowings.  We have never borrowed from our Federal Reserve Bank.
 
The following table sets forth the maximum month-end balance and average balance of borrowings for the periods indicated.
 
   
Year Ended September 30,
 
   
2007
   
2006
   
2005
 
                   
   
(In Thousands)
 
Maximum Balance:
                 
    FHLB advances
  $
96,446
    $
61,200
    $
36,200
 
                         
Average Balance:
                       
    FHLB advances
  $
48,643
    $
48,700
    $
24,850
 

The following table sets forth certain information as to Citizens Community Federal's borrowings at the dates indicated.

   
At September 30,
 
   
2007
   
2006
   
2005
 
   
(Dollars in Thousands)
 
               
 
 
FHLB advances
  $
96,446
    $
61,200
    $
36,200
 
  
                       
                         
Weighted average interest rate
    of FHLB advances
    5.19 %     5.52 %     4.09 %
 
 
17


 
Subsidiary and Other Activities
 
As a federally chartered savings bank, Citizens Community Federal is permitted by OTS regulations to invest up to 2% of assets, or $7.7 million at September 30, 2007, in the stock of, or unsecured loans to, service corporation subsidiaries. Citizens Community Federal may invest an additional 1% of our assets in service corporations where such additional funds are used for inner-city or community development purposes.  Citizens Community Federal does not currently have any subsidiary service corporations.
 
Employees
 
At September 30, 2007, the Bank had a total of 85 full-time employees and 76 part-time employees.  Employees are not represented by any collective bargaining group.  Management considers its employee relations to be good.
 
REGULATION
 
Set forth below is a brief description of certain laws and regulations that are applicable to Citizens Community Bancorp, Inc. and Citizens Community Federal.  The description of these laws and regulations, as well as descriptions of laws and regulations contained elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations.
 
Legislation is introduced from time to time in the United States Congress that may affect our operations.  In addition, the regulations governing Citizens Community Bancorp, Inc. and Citizens Community Federal may be amended from time to time by the OTS, the FDIC or the SEC, as appropriate.  Any such legislative or regulatory changes in the future could adversely affect our operations and financial condition.  No assurance can be given as to whether or in what form any such changes may occur.
 
Citizens Community Federal
 
Citizens Community Federal, as a federally chartered savings bank, is subject to regulation and oversight by the OTS extending to all aspects of its operations.  Citizens Community Federal also is subject to regulation and examination by the FDIC, which insures the deposits of Citizens Community Federal to the maximum extent permitted by law.  This regulation of Citizens Community Federal is intended for the protection of depositors and the insurance of accounts fund and not for the purpose of protecting stockholders.  As a federal savings bank, Citizens Community Federal is required to file periodic reports with the OTS and is subject to periodic examinations by the OTS.
 
OTS Regulation.  Our relationship with our depositors and borrowers is regulated to a great extent by federal laws and OTS regulations, especially in such matters as the ownership of savings accounts and the form and content of our mortgage requirements.  In addition, the branching authority of Citizens Community Federal is regulated by the OTS.  Citizens Community Federal is generally authorized to branch nationwide.
 
The investment and lending authority of Citizens Community Federal is prescribed by federal laws and regulations, and it is prohibited from engaging in any activities not permitted by such laws and regulations.  As a federal savings bank, Citizens Community Federal is required to meet a qualified thrift lender test.  This test requires Citizens Community Federal to have at least 65% of its portfolio assets, as defined by regulation, in qualified thrift investments on a monthly average for nine out of every 12 months on a rolling basis.  In addition, Citizens may have no more than 35% of total assets in consumer loans, commercial paper and corporate debt securities  As an alternative, we may maintain 60% of the Bank's assets in those assets specified in Section 7701(a)(19) of the Internal Revenue Code.  Under either test, we are required to maintain a significant portion of our assets in residential-housing-related loans and investments.  Any institution that fails to meet the qualified thrift lender test becomes subject to certain restrictions on its operations and must convert to a national bank charter, unless it re-qualifies as, and thereafter remains, a qualified thrift lender.  If such an institution has not re-qualified or converted to a national bank within three years after the failure, it must divest of all investments and cease all activities not permissible for a national bank.  We were not subject to a similar requirement when we were a credit union and were not in compliance with this requirement at the time we became a federal savings bank.  As of September 30, 2007, Citizens Community Federal met this requirement with a qualified thrift lender percentage of 83.53.  In addition, at September 30, 2007, Citizens had 33.73% of its assets in consumer loans, commercial paper and corporate debt securities, in compliance with the limit.
 

18


Under OTS regulations, Citizens Community Federal is subject to a lending limit for loans to one borrower or group of related borrowers.  This lending limit is equal to the greater of $500,000 or 15% of unimpaired capital and surplus (except for loans fully secured by certain readily marketable collateral, in which case the limit is increased to 25% of impaired capital and surplus).  At September 30, 2007, Citizens Community Federal's lending limit under this restriction was $6.5 million.  Our outstanding loans are in compliance with this lending limit.
 
The OTS's oversight of Citizens Community Federal includes reviewing its compliance with the customer privacy requirements imposed by the Gramm-Leach-Bliley Act of 1999 and the anti-money laundering provisions of the USA Patriot Act.  The Gramm-Leach-Bliley privacy requirements place limitations on the sharing of consumer financial information with unaffiliated third parties.  They also require each financial institution offering financial products or services to retail customers to provide such customers with its privacy policy and with the opportunity to "opt out" of the sharing of their personal information with unaffiliated third parties.  The USA Patriot Act significantly expands the responsibilities of financial institutions in preventing the use of the United States financial system to fund terrorist activities.  Its anti-money laundering provisions require financial institutions operating in the United States to develop anti-money laundering compliance programs and due diligence policies and controls to ensure the detection and reporting of money laundering.  These compliance programs are intended to supplement existing compliance requirements under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations.
 
We are subject to periodic examinations by the OTS.  During these examinations, the examiners may require Citizens Community Federal to provide for higher general or specific loan loss reserves, which can impact our capital and earnings.  As a federal savings bank, Citizens Community Federal is subject to a semi-annual assessment, based upon its total assets, to fund the operations of the OTS.
 
Transactions between Citizens Community Federal and its affiliates generally are required to be on terms as favorable to the institution as transactions with non-affiliates, and certain of these transactions, such as loans to an affiliate, are restricted to a percentage of Citizens Community Federal's capital.  In addition, Citizens Community Federal may not lend to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of most affiliates.  Citizens Community Bancorp, Inc. is an affiliate of Citizens Community Federal.  Citizens Community Federal has entered into an expense allocation agreement and a tax allocation agreement with Citizens Community Bancorp, Inc. in order to meet these requirements.
 
The OTS has adopted guidelines establishing safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings standards, internal controls and audit systems, interest rate risk exposure and compensation and other employee benefits.  Any institution regulated by the OTS that fails to comply with these standards must submit a compliance plan.
 
The OTS has extensive enforcement authority over all savings associations and their holding companies, including, Citizens Community Federal and Citizens Community Bancorp, Inc. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions.  In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.  Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the OTS.  Except under certain circumstances, public disclosure of final enforcement actions by the OTS is required by law.
 
FDIC Regulation and Insurance of Accounts.  Citizens Community Federal's deposits are insured up to the applicable limits by the FDIC, and such insurance is backed by the full faith and credit of the United States Government.  As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions.  It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the deposit insurance fund.  The FDIC also has the authority to initiate enforcement actions against Citizens Community Federal and may terminate our deposit insurance if it determines that we have engaged in unsafe or unsound practices or is in an unsafe or unsound condition.
 
Citizens Community Bancorp, Inc.
 
As a savings association holding company, Citizens Community Bancorp, Inc. is subject to regulation, supervision and examination by the OTS.  Applicable federal law and regulations limit the activities of Citizens Community Bancorp, Inc. and require the approval of the OTS for any acquisition or divestiture of a subsidiary,
 

19


including another financial institution or holding company thereof.  Citizens Community Bancorp, Inc. is an affiliate of Citizens Community Federal, so its transactions with Citizens Community Federal are subject to regulatory limits and must be on terms as favorable to Citizens Community Federal as in transactions with non-affiliates.
 
If Citizens Community Federal fails the qualified thrift lender test Citizens Community Bancorp, Inc. must obtain the approval of the OTS prior to continuing after such failure, directly or through other subsidiaries, any business activity other than those approved for bank holding companies or their subsidiaries.  In addition, within one year of such failure Citizens Community Bancorp, Inc. must register as, and will become subject to, the restrictions applicable to bank holding companies.
 
Regulatory Capital Requirements
 
Capital Requirements for Citizens Community Federal.  Citizens Community Federal is required to maintain minimum levels of regulatory capital under OTS regulations.  These regulations established three capital standards, a tangible capital requirement, a leverage or core capital requirement and a risk-based capital requirement.  The OTS is also authorized to impose capital requirements in excess of these standards on a case-by-case basis.
 
The capital regulations require tangible capital of at least 1.5% of adjusted total assets, as defined by regulation.  Tangible capital generally includes common stockholders' equity and retained earnings, and certain noncumulative perpetual preferred stock and related earnings and excludes most intangible assets, which also are deducted from assets for purposes of calculating this capital ratio.  At September 30, 2007, Citizens Community Federal had tangible capital of $43.7 million, or 11.5% of adjusted total assets, which was approximately $38.0 million above the required level.
 
The capital standards require core or Tier 1 capital equal to at least 3.0% of adjusted total assets for the strongest institutions with the highest examination rating and 4.0% of adjusted total assets for all other institutions, unless the OTS requires a higher level based on the particular circumstances or risk profile of the institution.  Core capital generally consists of tangible capital, plus certain intangibles.  At September 30, 2007, Citizens Community Federal had $7.0 million of intangibles, $0 of which were included in core capital.  At September 30, 2007, Citizens Community Federal had core capital equal to $43.7 million, or 11.5% of adjusted total assets, which was $28.5 million above the required level of 4%.
 
The OTS also requires Citizens Community Federal to have total capital of at least 8.0% of risk-weighted assets.  Total capital consists of core or Tier 1 capital, as defined above, and Tier 2 capital, which consists of certain permanent and maturing capital instruments that do not qualify as Tier 1 capital and of the allowance for possible loan and lease losses up to a maximum of 1.25% of risk-weighted assets.  Tier 2 capital may be used to satisfy this risk-based requirement only to the extent of Tier 1 capital.  In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet items, will be multiplied by a risk weight, ranging from 0% to 100%, based on the risk inherent in the type of asset.  The OTS is authorized to require Citizens Community Federal to maintain an additional amount of total capital to account for concentration of credit risk, level of interest rate risk, equity investments in non-financial companies and the risk of non-traditional activities.  At September 30, 2007, Citizens Community Federal had $246.8 million in risk-weighted assets and total capital of $44.4 million, or 18.0% of risk-weighted assets, which was $24.7 million above the required level.
 
The OTS is authorized and, under certain circumstances, required to take certain actions against savings banks that fail to meet these capital requirements, or that fail to maintain an additional capital ratio of Tier 1 capital of at least 4.0% of risk weighted-assets.  The OTS is generally required to take action to restrict the activities of an "under-capitalized institution," which is an institution with less than either a 4.0% core capital ratio, a 4.0% Tier 1 risked-based capital ratio or an 8.0% total risk-based capital ratio.  Any such institution must submit a capital restoration plan, and, until such plan is approved by the OTS, it may not increase its assets, acquire another institution, establish a branch or engage in any new activities, and generally may not make capital distributions.  The OTS is authorized to impose the additional restrictions on under-capitalized institutions.
 
Any institution that fails to comply with its capital plan or has Tier 1 risk-based or core capital ratios of less than 3.0% or a total risk-based capital ratio of less than 6.0% is considered "significantly undercapitalized" and must be made subject to one or more additional specified actions and operating restrictions that may cover all aspects of its operations and may include a forced merger or acquisition of the institution.  An institution with tangible equity to total assets of less than 2.0% is "critically undercapitalized" and becomes subject to further mandatory restrictions

20


on its.  The OTS generally is authorized to reclassify an institution into a lower capital category and impose the restrictions applicable to such category if the institution is engaged in unsafe or unsound practices or is in an unsafe or unsound condition.  The imposition by the OTS of any of these measures on Citizens Community Federal may have a substantial adverse effect on its operations and profitability.
 
Institutions with at least a 4.0% core capital ratio, a 4.0% Tier 1 risked-based capital ratio and an 8.0% total risk-based capital ratio are considered "adequately capitalized."  An institution is deemed a "well capitalized" institution if it has at least a 5% leverage capital ratio, a 6.0% Tier 1 risked-based capital ratio and an 10.0% total risk-based capital ratio.  At September 30, 2007, Citizens Community Federal was considered a "well capitalized" institution.
 
The OTS is also generally authorized to reclassify an institution into a lower capital category and impose the restrictions applicable to such category if the institution is engaged in unsafe or unsound practices or is in an unsafe or unsound condition.  The imposition by the OTS of any of these measures on Citizens Community Federal may have a substantial adverse effect on its operations and profitability.
 
Capital Requirements for Citizens Community Bancorp, Inc.  Citizens Community Bancorp, Inc. is not subject to any specific capital requirements.  The OTS, however, does expect Citizens Community Bancorp, Inc. to support Citizens Community Federal, including providing additional capital when Citizens Community Federal does not meet its capital requirements.  As a result of this expectation, the OTS regulates the ability of Citizens Community Federal to pay dividends to Citizens Community Bancorp, Inc.
 
Limitations on Dividends and Other Capital Distributions
 
OTS regulations impose various restrictions on savings institutions with respect to the ability of Citizens Community Federal to make distributions of capital, which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account.  Citizens Community Federal must file a notice or application with the OTS before making any capital distribution.  Citizens Community Federal generally may make capital distributions during any calendar year in an amount up to 100% of net income for the year to date plus retained net income for the two preceding years, so long as it is well-capitalized after the distribution.  If Citizens Community Federal, however, proposes to make a capital distribution when it does not meet its current minimum capital requirements (or will not following the proposed capital distribution) or that will exceed these net income limitations, it must obtain OTS approval prior to making such distribution.  The OTS may always object to any distribution based on safety and soundness concerns.
 
Citizens Community Bancorp, Inc. is not subject to OTS regulatory restrictions on the payment of dividends.  Dividends from Citizens Community Bancorp, Inc., however, may depend, in part, upon its receipt of dividends from Citizens Community Federal.  In addition, Citizens Community Federal may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with this mutual holding company reorganization and stock issuance.  No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized.
 
Federal Securities Law
 
The stock of Citizens Community Bancorp, Inc. is registered with the SEC under the Securities Exchange Act of 1934, as amended.  Citizens Community Bancorp, Inc. is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Securities Exchange Act of 1934.
 
Citizens Community Bancorp, Inc. stock held by persons who are affiliates of Citizens Community Bancorp, Inc. may not be resold without registration unless sold in accordance with certain resale restrictions.  Affiliates are generally considered to be officers, directors and principal stockholders.  If Citizens Community Bancorp, Inc. meets specified current public information requirements, each affiliate of Citizens Community Bancorp, Inc. will be able to sell in the public market, without registration, a limited number of shares in any three-month period.
 
The SEC and NASDAQ have adopted regulations and policies under the Sarbanes-Oxley Act of 2002 that apply to Citizens Community Bancorp, Inc. as a registered company under the Securities Exchange Act of 1934 and a NASDAQ-traded company.  The stated goals of these Sarbanes-Oxley requirements are to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded
 

21


companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.  The SEC and NASDAQ Sarbanes-Oxley-related regulations and policies include very specific additional disclosure requirements and new corporate governance rules.  The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.
 
TAXATION
 
Federal Taxation
 
General.  Citizens Community Bancorp, Inc., and Citizens Community Federal are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.  The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Citizens Community Bancorp, Inc. or Citizens Community Federal.  Prior to December 2001, Citizens Community Federal was a credit union and was not generally subject to corporate income tax.  The Company files consolidated federal tax returns with Citizens Community Federal.  Neither the Company nor Citizens Community Federal has been audited by the Internal Revenue Service during the past five years.
 
Method of Accounting.  For federal income tax purposes, Citizens Community Federal currently reports its income and expenses on the accrual method of accounting and uses a fiscal year ending on September 30 for filing its federal income tax return.
 
Minimum Tax.  The Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, called alternative minimum taxable income.  The alternative minimum tax is payable to the extent such alternative minimum taxable income is in excess of the regular tax.  Net operating losses can offset no more than 90% of alternative minimum taxable income.  Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years.  Citizens Community Federal has not been subject to the alternative minimum tax, nor do we have any such amounts available as credits for carryover.
 
Net Operating Loss Carryovers.  A financial institution may carryback net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years.  This provision applies to losses incurred in taxable years beginning after August 6, 1997.  At September 30, 2007, Citizens Community Federal had no net operating loss carryforwards for federal income tax purposes.
 
Corporate Dividends-Received Deduction.  We have elected to file a consolidated return with Citizens Community Federal, dividends it receives from Citizens Community Federal will not be included as income to Citizens Community Bancorp, Inc.  The corporate dividends-received deduction is 100% or 80%, in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level of stock ownership of the payer of the dividend.
 
State Taxation
 
Citizens Community Bancorp, Inc. and Citizens Community Federal are subject to the Wisconsin corporate franchise (income) tax, which is assessed at the rate of 7.9% of taxable income.  Wisconsin taxable income generally is the same as federal taxable income with certain adjustments.  Citizens Community Federal has branch offices in Minnesota and Michigan and, accordingly, is subject to state taxes in these states as well.  Neither the Company nor Citizens Community Federal has been audited by Wisconsin or any other state taxing authorities during the past five years.
 
As a Maryland corporation, Citizens Community Bancorp, Inc. is required to file an annual report with and pay an annual fee to the State of Maryland.
 
Executive Officers Who Are Not Directors
 
    The business experience for at least the past five years for each of our executive officers who do not serve as directors is set forth below.
 

22


 
John Zettler.  Mr. Zettler is currently serving as Chief Financial Officer.  In his capacity as Senior Vice President, Mr. Zettler assists the President in all of his duties with primary responsibility for financial information and human resources activity of Citizens Community Federal.  Mr. Zettler joined Citizens Community Federal in 1980 and was named Senior Vice President in 1997.
 
Timothy J. Cruciani.  Mr. Cruciani is currently serving as Executive Vice President.  He joined Citizens Community Federal in 1989.  Mr. Cruciani oversees the operations of Citizens Community Federal.
 
Rebecca Johnson.  Ms. Johnson serves as Senior Vice President MIC/Accounting for Citizens Community Federal, a position she has held since 2002.  She directs all computer/data processing and accounting activities associated with Citizens Community Federal.  Ms. Johnson joined Citizens Community Federal in 1980.
 
Item 1A.   Risk Factors
 
An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included and incorporated by reference in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment.
 
Risks Related to Our Business
 
Our loan portfolio possesses increased risk due to our substantial number of consumer loans.
 
Our consumer loans accounted for approximately $132.7 million, or 41%, of our total loan portfolio as of September 30, 2007, of which $27.2 million consisted of automobile loans, $101.0 million consisted of personal loans secured by other collateral and $4.6 million consisted of unsecured personal loans.  Generally, we consider these types of loans to involve a higher degree of risk compared to first mortgage loans on one- to four-family, owner-occupied residential properties.  As a result of our large portfolio of consumer loans, it may become necessary to increase the level of our provision for loan losses, which could hurt our profits.  Consumer loans generally entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of loans that are secured by rapidly depreciable assets, such as automobiles.  In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.  In addition, $7.8 million of our automobile loans and $84.3 million of our other secured consumer loans were indirect loans originated by or through third parties, which present greater risk than our direct lending products.  See "Lending Activities - Consumer Lending" and "Asset Quality."
 
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
 
We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans.  In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience and evaluate economic conditions.  Management recognizes that significant new growth in the loan portfolio and the refinancing of existing loans can result in completely new portfolios of unseasoned loans that may not perform in a historical or projected manner.  If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover actual losses, resulting in additions to our allowance.  Material additions to our allowance could decrease our net income.  Our allowance for loan losses was 0.29% of net loans, and 60.9% of non-performing loans at September 30, 2007.  Our regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize additional loan charge-offs.  Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities will have a material adverse effect on our financial condition and results of operations.  As of September 30, 2007, we believe that the current allowance reflects probable incurred credit losses in the portfolio.
 

23


Rising interest rates may hurt our profits.
 
To be profitable we have to earn more interest on our loans and investments than we pay on our deposits and borrowings.  Interest rates have decreased in fiscal 2007 after rising in fiscal 2006.  If interest rates begin to rise again, our net interest income and the value of our assets could be reduced if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans and investments.  This is most likely to occur if short-term interest rates increase at a faster rate than long-term interest rates, which would cause income to go down.  In addition, rising interest rates may hurt our income, because they may reduce the demand for loans and the value of our securities.  A flat yield curve also may hurt our income, because it would reduce our ability to reinvest proceeds from loan and investment repayments at higher rates.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk" in the Annual Report, attached hereto as Exhibit 13.
 
During 2006 and 2007, interest rates on deposits had been increasing at a slightly faster pace than rates on loans, which reduced our net interest margin, return on assets and return on equity.  See "Selected Consolidated Financial Information and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk" in the Annual Report, attached hereto as Exhibit 13.
 
If economic conditions deteriorate, our results of operations and financial condition could be adversely impacted as borrowers' ability to repay loans declines and the value of the collateral securing our loans decreases.
 
Our financial results may be adversely affected by changes in prevailing economic conditions, including decreases in real estate values, changes in interest rates that cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events.  In addition, we have a significant amount of real estate loans.  Accordingly, decreases in real estate values could adversely affect the value of collateral securing our loans.  Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans.  These factors could expose us to an increased risk of loan defaults and losses and have an adverse impact on our earnings.
 
We operate in a highly regulated environment and may be affected adversely by negative examination results and changes in laws and regulations.
 
Citizens Community Federal is subject to extensive regulation, supervision and examination by the OTS, our chartering authority, and by the Federal Deposit Insurance Corporation ("FDIC"), the insurer of our deposits.  Citizens Community Bancorp, Inc. is subject to regulation and supervision by the OTS.  This regulation and supervision governs the activities in which we may engage and are intended primarily for the protection of the deposit insurance fund administered by the FDIC and our depositors.  Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses.  Any change in this regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations and profitability.
 
Strong competition within our market areas may limit our growth and profitability.
 
Competition in the banking and financial services industry is intense.  In our market areas, we compete with numerous commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere.  Some of our competitors have substantially greater resources and broader lending authority than we have, greater name recognition and market presence, which benefit them in attracting business, and offer certain services that we do not or cannot provide.  In addition, larger competitors may be able to price loans and deposits more aggressively than we do.  Our profitability depends upon our continued ability to successfully compete in our market areas.  The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets.
 

24


Our business is geographically concentrated in Wisconsin, Minnesota and Michigan and a downturn in economic conditions in these states could reduce our profits.
 
Most of our loans are to individuals located in Wisconsin, Minnesota and Michigan.  Any decline in the economy of these states could have an adverse impact on our earnings.  Decreases in local real estate values could adversely affect the value of property used as collateral.  Adverse changes in the economy also may have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.
 
Item 1B.                      Unresolved Staff Comments
 
None.
 

25


Item 2.                      Description of Properties
 
The following table provides a list of the Bank's main and branch offices and indicates whether the properties are owned or leased.
 
Location
Owned or
Leased
Lease Expiration
Date
Net Book Value at
September 30, 2007
(In Thousands)
       
ADMINISTRATIVE OFFICES:
Leased
April 30, 2009
N/A
2174 EastRidge Center
     
Eau Claire, WI 54701
     
       
BRANCH OFFICES:
     
       
Westside Branch
Owned
N/A
$298
2125 Cameron Street
     
Eau Claire, WI 54703
     
       
Eastside Branch
Owned
N/A
$352
1028 N.  Hillcrest Parkway
     
Altoona, WI 54720
     
       
Fairfax Branch
Owned
N/A
$785
219 Fairfax Street
     
Altoona, WI 54720
     
       
Mondovi Branch
Leased
June 30, 2008
N/A
695 E.  Main Street
     
Mondovi, WI 54755
     
       
Rice Lake Branch
Leased
April 30, 2008
N/A
2462 S.  Main Street
     
Rice Lake, WI 54868
     
       
Chippewa Falls Branch
Owned
N/A
$361
427 W.  Prairie View Road
     
Chippewa Falls, WI 54729
     
       
Baraboo Branch
Owned(1)
N/A
$2
S. 2423 Highway 12
     
Baraboo, WI 53913
     
       
Black River Falls Branch
Owned(1)
N/A
$19
W. 9036 Highway 54 E.
     
Black River Falls, WI 54615
     
       
Mankato Branch
Leased
October 30, 2010
N/A
1410 Madison Avenue
     
Mankato, MN 56001
     
       
Oakdale Branch
Leased
September 30, 2009
N/A
7035 10th Street North
     
Oakdale, MN 55128
     
       
Lake Orion Branch(2)
Leased
February 28, 2012
N/A
688 S.  Lapeer Road
     
Lake Orion, MI 48362
     
       
Rochester Hills Branch
Owned
N/A
$546
310 West Tienken Road
     
Rochester Hills, MI 48306
     
______________
(1)
The building is owned and the land is leased.
(2)
Citizens Community Federal has a right to cancel this lease on or after March 1, 2007, with the cancellation to take effect 90 days after it exercises the right to cancel.

Item 3.                      Legal Proceedings
 
In the opinion of management, the Bank is not a party to any other pending claims or lawsuits that are expected to have a material effect on the Bank's financial condition or operations.   Periodically, there have been various claims and lawsuits involving the Bank, mainly as a defendant, such as claims to enforce liens,
 

26


condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank's business.  Aside from such pending claims and lawsuits, which are incident to the conduct of the Bank's ordinary business, the Bank is not a party to any material pending legal proceedings that would have a material effect on the financial condition or operations of the Bank.
 
Item 4.                      Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of security holders during the quarter ended September 30, 2007.
 
PART II
 
Item 5.                      Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
 
(a)
The information contained in the section captioned "Stockholder Information" in the Annual Report, attached hereto as Exhibit 13, is incorporated herein by reference.
 
 
(b)
Information regarding our equity compensation plans is included in Item 12 of this Form 10-K.
 
 
(c)
Issuer Purchases of Equity Securities.  The following table summarizes the Company's stock repurchase activity for each month during the three months ended September 30 ,2007.  All shares repurchased during the three months ended September 30, 2007, were repurchased in the open market.
 
 
(a)
Total Number of Shares (or Units) Purchased
(b)
Average 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 Plans or Programs
         
 
Period
       
 
Quarter ended September 30, 2007
 
---
 
N/A
 
---
 
$  ---

Item 6.                      Selected Financial Data
 
The information contained in the section captioned "Selected Consolidated Financial Information" in the Annual Report is incorporated herein by reference.
 
Item 7.                      Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report is incorporated herein by reference.
 
Item 7A                      Quantitative and Qualitative Disclosures About Market Risk
 
The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risk" in the Annual Report is incorporated herein by reference.
 

27


Item 8.                      Financial Statements and Supplementary Data
 
Report From Independent Registered Accounting Firm*
 
   
(a)
Consolidated Balance Sheets as of September 30, 2007, and 2006*
 
(b)
Consolidated Statements of Income for the Years Ended September 30, 2007, 2006 and 2005*
 
(c)
Consolidated Statements of Changes in Stockholders' Equity For the Years Ended September 30, 2007, 2006 and 2005*
 
(d)
Consolidated Statements of Cash Flows For the Years Ended September 30, 2007, 2006 and 2005*
 
(e)
Notes to Consolidated Financial Statements*
 
____________
 
 *
Contained in the Annual Report filed as an exhibit hereto and incorporated herein by reference.   All schedules have been omitted as the required information is either inapplicable or contained in the Consolidated Financial Statements or related Notes contained in the Annual Report.


Item 9.                      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
No disclosure under this item is required.
 
Item 9A.                      Controls and Procedures
 
(a)           Evaluation of Disclosure Controls and Procedures
 
The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
 
We performed an evaluation of the significant policies, controls and procedures of the Company and have concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports is accumulated and communicated to management in a timely manner and recorded, processed and summarized accurately.
 
Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and annually report on their systems of internal control over financial reporting.  We are in the process of evaluating, documenting and testing our system of internal control over financial reporting to provide the basis for our report that will, for the first time, be a required part of our annual report on Form 10-K for the fiscal year ending September 30, 2008.  In addition, our independent accountants must report on management's evaluation in the subsequent years.  Due to the ongoing evaluation and testing of our internal controls, there can be no assurance that if any control deficiencies are identified they will be remediated before the end of the 2008 fiscal year, or that there may not be significant deficiencies or material weaknesses that would be required to be reported.  In addition, we expect the evaluation process and any required remediation, if applicable, to increase our accounting, legal and other costs and divert management resources from core business operations.
 
Item 9B.                      Other Information
 
None.
 

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PART III
 
Item 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
 
Directors
 
Information concerning the directors of the Company is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholder to be held February 21, 2008, a copy of which will be filed not later than 120 days after the close of the fiscal year.
 
Executive Officers
 
Information concerning the executive officers of the Company is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held February 21, 2008, except for information contained under the headings "Compensation Committee Report" and "Stock Performance Presentation," a copy of which will be field not later than 120 days after the close of the fiscal year.
 
Audit Committee Matters and Audit Committee Financial Expert

The Board of Directors of the Company has a standing Audit/Compliance Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of that committee are Directors Westrate (Chairman), McHugh and Schilling, all of whom are considered independent under applicable Nasdaq listing standards.  The Board of Directors has determined that Mr. Schilling is an "audit committee financial expert" as defined in applicable SEC rules.  Additional information concerning the audit committee of the Company's Board of Directors is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held February 21, 2008, except for information contained under the headings "Compensation Committee Report," and "Report of the Audit/Compliance Committee," a copy of which will be filed not later than 120 days after the close of the fiscal year.
 
Section 16(a) Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers, and persons who own more than 10% of the Company's common stock, file with the SEC initial reports of ownership and reports of changes in ownership of the Company's common stock.   Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.   To the Company's knowledge no late reports occurred during the fiscal year ended September 30, 2007.   All other Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with.
 
Code of Ethics
 
The Company's code of conduct, adopted on October 31, 2006, is applicable to its principal executive officer, principal financial officer and principal accounting officer (as well as all other employees), does meet the definition of "code of ethics" set forth in Item 406 of SEC Regulation S-K.  A copy of this document is available free of charge by contacting John D. Zettler, our investor relations officer, at (715) 836-9994.  A copy of the Company's Code of Ethics is being filed with the SEC as Exhibit 14 to this Annual Report on Form 10-K for the fiscal year ending September 30, 2007.
 
Nomination Procedures
 
There have been no material changes to the procedures by which stockholders may recommend nominees to the Company's Board of Directors.
 

29


Item 11.                                Executive Compensation
 
Information concerning executive compensation is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held February 21, 2008, except for information contained under the headings "Compensation Committee Report" and "Stock Performance Presentation," a copy of which will be filed not later than 120 days after the close of the fiscal year.
 
Item 12.                                Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held February 21, 2008, except for information contained under the headings "Compensation Committee Report" and "Stock Performance Presentation," a copy of which will be filed not later than 120 days after the close of the fiscal year.
 
The following table sets forth information as of September 30, 2007, with respect to compensation plans under which shares of common stock were issued.
 
Equity Compensation Plan Information
 
 
Plan Category
 
Number of securities to
be issued upon exercise
of outstanding options
warrants and rights
 
Weighted-average
exercise price of
outstanding options
warrants and rights
 
Number of Securities
remaining available for
future issuance under
equity compensation plans
   
     
 
Equity Compensation Plans Approved By Security Holders
 
190,806(1)
 
$7.04(1)
 
89,413(1)
 
Equity Compensation Plans Not Approved By Security Holders
 
---
 
---
 
---
____________________
(1)   Reflects amounts after exchange ratio related to second-step offering.

Item 13.                                Certain Relationships and Related Transactions
 
Information concerning certain relationships and related transactions is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders to be held February 21, 2008, except for information contained under the headings "Compensation Committee Report" and "Stock Performance Presentation," a copy of which will be filed not later than 120 days after the close of the fiscal year.
 

 

30


PART IV
 
Item 14.                                Principal Accountant Fees and Services
 
Information concerning fees and services by our principal accountants is incorporated herein by reference from our definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, a copy of which will be filed not later than 120 days after the close of the fiscal year.
 
Item 15.                                Exhibits and Financial Statement Schedules
 
(a)(1)           Financial Statements:
 
Part II, Item 8 is hereby incorporated by reference.
 
(a)(2)           Financial Statement Schedules:
 
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable.
 
(a)(3)           Exhibits:
 
 
Regulation S-K
Exhibit Number
 
Document
Reference to
Prior Filing
or Exhibit Number
Attached Hereto
3(i)
Articles of Incorporation of the Registrant
*
3(ii)
Bylaws of the Registrant
*
10
Material contracts:
 
   
(a)
Registrant's 2004 Stock Option Plan
**
   
(b)
Registrant's 2004 Recognition and Retention Plan
**
   
(c)
Employment Agreements:
 
     
(i)
James G. Cooley
 *
     
(ii)
Johnny W. Thompson
 *
     
(iii)
John D. Zettler
 *
     
(iv)
Timothy J. Cruciani
 *
     
(v)
Rebecca Johnson
 *
     
(vi)
Brian P. Ashley
***
   
(e)
Tax Allocation Agreement
**
13
2007 Annual Report to Stockholders
13
14
Code of Conduct and Ethics
14
21
Subsidiaries of the Registrant
21
23
Consent of Auditors
23
31
Rule 13a-14(a)/15d-14(a) Certifications
31
32
Section 1350 Certifications
32
_______________________
 *
Filed as exhibit to the Company's registration statement filed on June 30, 2007, (File No.333-135527) pursuant to Section 5 of the Securities Act of 1933.  All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.
**
Filed as exhibit to Citizen Community Bancorp's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2004.
***
Filed as exhibit to Citizen Community Bancorp's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005.


31


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.

     
CITIZENS COMMUNITY BANCORP, INC.
 
   
     
Date:
December 20, 2007
 
By:
/s/ James G. Cooley                                     
James G. Cooley
President and Chief Executive Officer
(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange 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.


 
By:
/s/ Richard McHugh
 
        
December 20, 2007
   
 Richard McHugh
Chairman of the Board
 
 
   
 
By:
/s/ James G. Cooley
 
December 20, 2007
 
   
 James G. Cooley
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
 
   
 
By:
/s/ Thomas C. Kempen
 
December 20, 2007
 
   
 Thomas C. Kempen
Vice Chairman of the Board
 
 
   
 
By:
/s/ Brian R. Schilling
Brian R. Schilling
Director and Treasurer
 
December 20, 2007
 
   
     
 
By:
/s/ Adonis E. Talmage
 
December 20, 2007
 
   
 Adonis E. Talmage
Director and Secretary
 
 
   
 
By:
/s/ David B. Westrate
 
December 20, 2007
 
   
 David B. Westrate
Director
 
 
   
 
By:
/s/ John D. Zettler 
 
December 20, 2007   
   John D. Zettler
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
   


32


Index to Exhibits

 
 
 
Regulation S-K
Exhibit Number
 
 
 
 
 
Document                                                                           
 
   
   
 
13
 
 
2007 Annual Report to Stockholders
 
   
   
 
14
 
 
Code of Conduct and Ethics
 
   
   
 
21
 
 
Subsidiaries of the Registrant
 
   
   
 
23
 
 
Consent of Auditors
 
   
   
 
31
 
 
Rule 13a-14(a)/15d-14(a) Certifications
 
   
   
 
32
 
 
Section 1350 Certifications


EX-13 2 ex-13.htm ex-13.htm





TABLE OF CONTENTS








A Message from the Board of Directors                                                                                                                        1
Selected Consolidated Financial Information                                                                                                                2
Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                                                                                                            4
Consolidated Financial Statements                                                                                                                                23
Stockholder Information                                                                                                                                                  62
Corporate Information                                                                                                                                                      64








FROM YOUR BOARD OF DIRECTORS


Dear Fellow Stockholders,
 
Despite challenges facing many banks, we’re pleased to report that the fundamental strength of Citizens Community Bancorp Inc.’s business model, employees and dedication to superior service, drove improved performance in 2007.

For Citizens, fiscal 2007 was unique. We successfully raised almost $53 million through our October 2006 public offering—helping support the Company’s future. With the financial flexibility to grow and prosper, our more than 47,000 customers and 161 employees can be assured that we’re well positioned for continued selective growth. In addition, we ended the year on a high note, delivering strong loan and income growth.

For the year ended September 30, 2007, Citizens Community Bancorp Inc.’s total assets increased by $102.1 million, or 36 percent, to $386.2 million. This growth was primarily due to a $61.7 million increase in loans receivable and a $38.8 million increase in investments, which consist of AAA-rated mortgage-backed securities.

In fiscal 2007 net income was $743,000, or $0.11 per diluted share, up 67 percent from net income of $446,000, or $0.06 per diluted share, for the prior year. The year-over-year gain was primarily due to an increase in net interest income.

Looking ahead, our strong capital position and history of organic growth, and expansion growth, bode well for the future. For fiscal 2008, our growth strategy will focus on three primary areas:
 
·
Expansion in select locations that we believe offer excellent growth potential;
 
·
A continued emphasis on increasing core deposits; and
 
·
Rigorous management of our lending portfolio to minimize risk and maximize income.

Thank you for your belief in our vision and continued support.

 

 
[signature cut]
[signature cut]

 
Richard McHugh
James G. Cooley
 
Chairman
President, Chief Executive Officer
    and Director

1


SELECTED CONSOLIDATED FINANCIAL INFORMATION
 
The summary information presented below under "Selected Financial Condition Data" and "Selected Operations Data" for, and as of the end of, each of the years ended September 30 is derived from our audited financial statements.  The following information is only a summary and you should read it in conjunction with our financial statements and notes beginning on page 23.
 
   
September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In Thousands)
 
Selected Financial Condition Data:
                             
                               
Total assets                                                                            
  $
386,113
    $
283,990
    $
245,707
    $
161,980
    $
130,400
 
Loans receivable, net                                                                            
   
320,027
     
258,467
     
217,931
     
152,376
     
123,107
 
Other interest-bearing deposits                                                                            
   
371
     
959
     
1,444
     
---
     
---
 
Securities available for sale                                                                            
   
39,592
     
782
     
2,088
     
---
     
---
 
Deposits                                                                            
   
207,734
     
186,711
     
177,469
     
127,976
     
114,963
 
Total borrowings                                                                            
   
96,446
     
61,200
     
36,200
     
13,500
     
3,700
 
Stockholders' equity(1)                                                                            
   
78,149
     
30,082
     
29,553
     
19,606
     
10,991
 


   
Year Ended September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In Thousands)
 
Selected Operations Data:
                             
                               
Total interest income                                                                            
  $
19,346
    $
15,311
    $
11,926
    $
9,619
    $
8,880
 
Total interest expense                                                                            
   
8,889
     
7,221
     
3,992
     
2,889
     
3,178
 
Net interest income
   
10,457
     
8,090
     
7,934
     
6,730
     
5,702
 
Provision for loan losses                                                                            
   
470
     
251
     
414
     
396
     
406
 
Net interest income after provision for loan
                                       
losses
   
9,987
     
7,839
     
7,520
     
6,334
     
5,296
 
Fees and service charges                                                                            
   
1,262
     
1,243
     
1,160
     
1,038
     
1,009
 
Gain (loss) on sales of loans, mortgage-backed
                                       
securities and investment securities
   
---
     
27
     
---
     
---
     
---
 
Other non-interest income                                                                            
   
464
     
387
     
861
     
331
     
323
 
Total non-interest income                                                                            
   
1,726
     
1,657
     
2,021
     
1,369
     
1,332
 
Total non-interest expense                                                                            
   
10,522
     
8,741
     
7,806
     
6,323
     
5,641
 
Income before taxes                                                                            
   
1,191
     
755
     
1,735
     
1,380
     
987
 
Income tax provision                                                                            
   
448
     
309
     
684
     
543
     
390
 
Net income                                                                            
  $
743
    $
446
    $
1,051
    $
837
    $
597
 
Basic and diluted earnings per share                                                                            
   
0.11
      0.06 (2)   $ 0.18 (2)   $ 0.14 (2)  
N/A(1)
 

(Footnotes on following page)

2


Selected Financial Ratios and Other Data

   
September 30,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
Performance Ratios
                             
Return on assets (ratio of net income to average total assets)
    0.22 %     0.17 %     0.56 %     0.57 %     0.49 %
Return on equity (ratio of net income to average
                                       
equity)
    1.09 %     1.50 %     4.87 %     5.47 %     5.59 %
Interest rate spread information
                                       
Average during period
    3.07 %     3.28 %     4.28 %     4.50 %     4.82 %
End of period
    3.05 %     3.11 %     3.92 %     4.59 %     4.80 %
Net interest margin
    3.77 %     3.54 %     4.19 %     4.70 %     4.90 %
Ratio of operating expense to average total assets
    3.14 %     3.30 %     4.12 %     4.33 %     4.59 %
Ratio of average interest-bearing assets to
                                       
average interest-bearing liabilities
    1.24 %     1.09 %     1.11 %     1.10 %     1.05 %
   
                                       
Quality Ratios
                                       
Non-performing assets to total assets at end
                                       
of period
    0.43 %     0.63 %     0.29 %     0.43 %     0.43 %
Allowance for loan losses to non-performing
                                       
loans
    60.92 %     60.07 %     118.26 %     79.51 %     82.92 %
Allowance for loan losses to net loans
    0.29 %     0.32 %     0.37 %     0.36 %     0.38 %
   
                                       
Capital Ratios
                                       
Equity to total assets at end of period
    20.24 %     10.59 %     12.03 %     12.10 %     8.43 %
Average equity to average assets
    21.42 %     11.26 %     11.40 %     10.46 %     8.70 %
                                         
Other Data
                                       
Number of full-service offices
   
12
     
12
     
12
     
9
     
8
 
_________________
(1)
Prior to March 29, 2004, Citizens Community Federal was a mutual institution whose equity was retained earnings, therefore, per share earnings prior to that date are not meaningful.
(2)
The formation of the Company was completed March 29, 2004, the date of closing of the initial public offering.  The basic and diluted EPS are presented for the period March 29, 2004, through September 30, 2004.  The weighted average number of shares outstanding for this period was 3,038,769 for basic and diluted EPS.  Earnings per share were restated to reflect the impact of the second-step conversion and reorganization of the Company, which occurred October 31, 2006.

3


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
General
 
Our results of operations depend primarily on our net interest income.  Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans, investment securities and interest-bearing deposits with other financial institutions, and the interest we pay on our interest-bearing liabilities, consisting primarily of savings accounts, money market accounts, time deposits and borrowings.  Our results of operations are also affected by our provision for loan losses, non-interest income and non-interest expense.  Non-interest income consists primarily of service charges on deposit accounts, insurance commissions and loan fees.  Just prior to the start of fiscal 2007, we initiated a mortgage banking operation.  Loans originated in this operation are sold with servicing released.  This generates fee income on sales of loans Non-interest expense includes salaries and employee benefits, occupancy, equipment, data processing costs and deposit insurance premiums.  Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
 
Evolution of Business Strategy
 
Citizens Community Bancorp, Inc. ("CCBI") is a Maryland chartered corporation established June 27, 2006, for the purpose of being the stock holding company of Citizens Community Federal upon the conversion of Citizens Community MHC from a mutual to a stock form of organization.  Today, public stockholders own 100% of Citizens Community Bancorp, Inc.  Citizens Community Federal is a wholly owned subsidiary of Citizens Community Bancorp, Inc.
 
On October 31, 2006, Citizens Community MHC (the "MHC") completed its reorganization into stock form and Citizens Community Bancorp, Inc. (the "Company") succeeded to the business of Citizens Community Bancorp, the MHC's former stock holding company subsidiary.  The outstanding shares of common stock of the former mid-tier stock holding company (other than shares held by the MHC which were canceled) were converted into 1,826,380 shares of common stock of the Company.  As part of the second-step mutual to stock conversion transaction, the Company sold a total of 5,290,000 shares to eligible depositors of the Bank in a subscription offering at $10.00 per share, including 341,501 shares purchased by the Bank's employee stock ownership plan with funds borrowed from the Company.
 
On March 29, 2004, Citizens Community Bancorp ("CCB") was formed as a federally chartered holding company for the purpose of acquiring all of the common stock of Citizens Community Federal concurrent with its reorganization and stock issuance plan.  In doing so, CCB became the majority-owned subsidiary of Citizens Community MHC, a federally chartered mutual holding company.
 
On July 1, 2005, Community Plus Savings Bank, Rochester Hills, Michigan, was acquired through a merger with and into Citizens Community Federal.  At June 30, 2005, Community Plus Savings Bank had total assets of $46.0 million and deposits and other liabilities of $41.8 million, prior to purchase accounting adjustments.
 

4


Historically, we were a federal credit union.  We accepted deposits and made loans to members, who lived, worked or worshiped in the Wisconsin counties of Chippewa and Eau Claire, and parts of Pepin, Buffalo and Trempealeau.  In addition, this included businesses and other entities located in these counties, and members and employees of the Hocak Nation.  In December 2001, we converted to a federal mutual savings bank in order to better serve our customers and the local community through the broader lending ability of a federal savings bank, and to expand our customer base beyond the limited field of membership permitted for credit unions.  As a federal savings bank, we have expanded authority in structuring residential mortgage and consumer loans, and the ability to make commercial loans, although Citizens Community Federal does not currently have any immediate plans to commence making commercial loans.
 
We have utilized this expanded lending authority to significantly increase our ability to market one- to four-family residential lending. Most of these loans are originated through our internal marketing efforts, and our existing and walk-in customers.  We typically do not rely on real estate brokers and builders to help us generate loan originations.
 
In order to differentiate ourselves from our competitors, we have stressed the use of personalized branch-oriented customer service.  In addition to building additional electronic means for our customers to conduct banking, we have structured operations around a branch system that is staffed with knowledgeable and well-equipped employees.  A key to ensuring a high level of quality customer service is our ongoing commitment to training all levels of our staff.
 
Our current business strategy is to operate Citizens Community Federal as a well-capitalized, profitable and community-oriented savings bank dedicated to providing quality customer service.  We intend to make primarily one- to four-family residential and consumer loans.  Subject to capital requirements and our ability to continue to grow in a reasonable and prudent manner, we may open or acquire additional branches as opportunities arise.  One element of our business plan is to open branches in select locations that we believe offer growth potential.  There can be no assurances that we will successfully implement our strategy.
 
Comparison of Operating Results for the Year Ended September 30, 2007, and September 30, 2006
 
Overview.  Our results of operations depend primarily on the level of our net interest margin, our provision for loan losses, our non-interest income and our operating expenses.  Net interest income depends on the volume and rate associated with interest-earning assets and interest-bearing liabilities which result in net interest margin.  Net income increased by 66.6% to $743,000 for the year ended September 30, 2007, from $446,000 for the year ended September 30, 2006.  The increase was primarily due to an increase in net interest income, partially offset by an increase in operating expenses. Fiscal 2007 included a one-time, after-tax charge of $370,000 ($610,000 pre-tax) taken in the first quarter of fiscal 2007 related to agreements with two Citizens Community Federal executives who resigned.  Excluding the charge, the Company would have reported fiscal 2007 net income of $1,113,000, a 149.6% increase from the prior year.
 
Interest Income.  Total interest income increased by $4.0 million, or 26.1%, to $19.3 million for the year ended September 30, 2007, from $15.3 million for the year ended September
 

5


30, 2006.  The primary reason for the increase in interest income was the $48.1 million increase in the average outstanding balance of loans receivable from $237.6 million for the year ended September 30, 2006, to $285.7 million for the year ended September 30, 2007.  The increase was the result of loan originations exceeding repayments due to strong loan demand.  The yield in average loans receivable increased to 6.54% from 6.30%, reflecting higher yielding new loans replacing payoffs on loans with lower interest rates.  In addition, interest and dividend income increased as a result of an increase in investments.  These increases resulted in a fiscal year-to-date increase in interest income of $306,000, or 86.7% as interest income at September 30, 2007 was $659,000 compared to $353,000 for fiscal 2006.
 
Interest Expense.  Total interest expense increased $1.7 million, or 23.6%, to $8.9 million for the year ended September 30, 2007, from $7.2 million for the year ended September 30, 2006.  The increase in interest expense resulted from an increase in cost of both deposits and notes payable as a result of an increase in average deposits outstanding and an increase in advances from the Federal Home Loan Bank of Chicago.  Management used the FHLB advances as it sought the most cost-effective source to fund loan demand.  The use of borrowed funds helped to keep deposit yields lower than would have been necessary to attract the additional funding for loan demand through additional deposit growth.  In addition, mortgage-backed security investments ("MBS") were purchased with FHLB advances.  The average cost of interest-bearing liabilities increased from 3.16% for the year ended September 30, 2006, to 3.61% for the year ended September 30, 2007, reflecting generally higher market rates of interest in fiscal 2007, combined with maturing CDs with lower rates of interest renewing into higher current rates and the additional FHLB advances used to fund the MBS investments.
 
Net Interest Income.  Net interest income increased 29.6% to $10.5 million for the year ended September 30, 2007, from $8.1 million for the year ended September 30, 2006.  The average net interest spread for fiscal 2007 was 3.07%, a decrease of 21 basis points from the average interest spread for 2006 of 3.28%.  The average interest rate margin increased 23 basis points to 3.77% from 3.54%.  The net interest spread performance was a result of the cost of interest-bearing liabilities increasing at a faster pace than the increase in the yield on earning assets.  Contributing to the decrease in net interest spread was the MBS portfolio being funded through FHLB advances.  The spreads produced from leveraged investments result in consistently lower interest margins than the loans receivable portfolio, and as a result, the overall net interest spread was affected.  The increase in net margin was a result of the use of proceeds from the second step offering to initially pay down FHLB advances and was also used to pay down advances with higher rates.
 
Provision for Loan Losses.  Management establishes provisions for loan losses, which are charged to operations, at a level we believe reflects probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers the types of loans and the amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions.
 
In fiscal 2007, we recorded a provision for loan losses of $470,000, compared to $251,000 in fiscal 2006.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available, or as future events change.  The allowance for loan losses as a percentage of loans receivable decreased to 0.29% at September 30, 2007, from 0.32% at September 30, 2006.  The level of the allowance is based on
 

6


estimates and the ultimate losses may vary from the estimates.  Non-performing assets were approximately $1.7 million at September 30, 2007, as compared to $1.8 million at September 30, 2006.
 
Non-performing assets at September 30, 2007, were 0.43% of total assets, compared to 0.63% of total assets at September 30, 2006.  Net charged-off loans were $378,000 for the year ended September 30, 2007, compared to $219,000 for the year ended September 30, 2006.  The allowance for loan losses as a percentage of non-performing loans was 60.9% at September 30, 2007, compared to 60.1% at September 30, 2006.  While net charged-off loans increased in fiscal 2007 from fiscal 2006, non-performing loans decreased during the same period.  Charge-offs and delinquencies remain low when compared to thrift industry averages.
 
Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the allowance.  While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require us to recognize additional provisions based on their judgment of information available to them at the time of their examination.  The allowance for loan losses as of September 30, 2007, was maintained at a level that represents management's best estimate of probable losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.
 
Non-Interest Income.  Total non-interest income remained unchanged at $1.7 million in fiscal 2007 and fiscal 2006 as all categories stayed relatively constant.
 
Non-Interest Expense.  Total non-interest expense for the year ended September 30, 2007, increased 20.7% to $10.5 million from $8.7 million for the year ended September 30, 2006.  The increase was primarily due to costs associated with the Company’s growth, including salary and benefits, the one-time charge detailed earlier, occupancy and professional services, and higher employee stock ownership plan (ESOP) expenses related to the second step conversion.
 
Income Tax Expense.  Income tax expense increased to $448,000, or 37.6% of income before income taxes, for the year ended September 30, 2007, from $309,000, or 40.9% of income before income taxes, for the year ended September 30, 2006.  The increase was a result of increased earnings.
 
Comparison of Operating Results for the Year Ended September 30, 2006, and September 30, 2005
 
Overview.  Our results of operations depend primarily on the level of our net interest margin, provision for loan losses, non-interest income and operating expenses.  Net interest income depends on the volume and rate associated with interest-earning assets and interest-bearing liabilities which result in net interest margin.  Net income decreased by 57.6% to $446,000 for the year ended September 30, 2006, from $1,051,000 for the year ended September 30, 2005.  The decrease was primarily a result of income generated in the prior year from the January 12, 2005, merger of PULSE-EFT and Discover Financial Services, and an increase in operating costs associated with the two Michigan offices acquired July 1, 2005, in Rochester
 

7


Hills and Lake Orion.  We were a stockholder and member of PULSE-EFT.  As a result of the merger, we received $448,000 in combined pre-tax income in fiscal 2005 from this one-time event.
 
Interest Income.  Total interest and dividend income increased by $3.4 million, or 28.6%, to $15.3 million for the year ended September 30, 2006, from $11.9 million for the year ended September 30, 2005.  The primary reason for the increase in interest income was the $60.8 million increase in the average outstanding balance of loans receivable from $176.8 million for the year ended September 30, 2005, to $237.6 million for the year ended September 30, 2006.  The increase was the result of loan originations exceeding repayments due to strong loan demand.  The yield in average loans receivable decreased to 6.30% from 6.62%, reflecting both the lower-yielding loan portfolio from the Michigan office acquired July 2005 and payoffs on higher-yielding loans being replaced by new loans with lower interest rates, primarily earlier in the fiscal year, and the result of longer-term rates used for pricing loan products lagging the increasing rates on deposits.
 
Interest Expense.  Total interest expense increased $3.2 million, or 80.0%, to $7.2 million for the year ended September 30, 2006, from $4.0 million for the year ended September 30, 2005.  The increase in interest expense resulted from an increase in cost of both deposits and notes payable as a result of an increase in average deposits outstanding and an increase in advances from the Federal Home Loan Bank of Chicago.  Management used the advances as it sought the most cost-effective source of funds.  The use of borrowed funds helped to keep deposit yields lower than would have been necessary to attract the additional funding for loan demand.  The average cost of interest-bearing liabilities increased from 2.40% for the year ended September 30, 2005, to 3.16% for the year ended September 30, 2006, reflecting generally higher market rates of interest in fiscal 2006.
 
Net Interest Income.  Net interest income increased 2.5% to $8.1 million for the year ended September 30, 2006, from $7.9 million for the year ended September 30, 2005.  The average net interest spread for fiscal 2006 was 3.28%, a decrease of 82 basis points from the average interest spread for 2005 of 4.10%.  The average interest rate margin decreased 79 basis points to 3.54% from 4.33%.  The net interest spread and net interest margin performance was a result of an increase in the average outstanding balance of loans receivable offset by a reduction in loan yield and an increase in interest expense.
 
Provision for Loan Losses.  We establish provisions for loan losses, which are charged to operations, at a level management believes will reflect probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers the types of loans and the amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions.
 
In fiscal 2006, we recorded a provision for loan losses of $251,000, compared to $414,000 in fiscal 2005.  This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available, or as future events change.  The allowance for loan losses as a percentage of loans receivable decreased to 0.32% at September 30, 2006, from 0.37% at September 30, 2005.  The level of the allowance is based on estimates and the ultimate losses may vary from the estimates.  Non-performing assets were
 

8


approximately $1.4 million at September 30, 2006, as compared to $701,000 at September 30, 2005.
 
Non-performing loans at September 30, 2006, were 0.49% of total assets, compared to 0.27% of total assets at September 30, 2005.  Net charged-off loans were $219,000 for the year ended September 30, 2006, compared to $205,000 for the year ended September 30, 2005.  The allowance for loan losses as a percentage of non-performing loans was 60.1% at September 30, 2006, compared to 120.0% at September 30, 2005.  Non-performing loans increased during fiscal 2006 compared to fiscal 2005, however charge-offs and delinquencies remained favorable when compared to thrift industry peer averages.
 
Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the allowance.  While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require us to recognize additional provisions based on their judgment of information available to them at the time of their examination.  The allowance for loan losses as of September 30, 2006, was maintained at a level that represented management's best estimate of probable losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.
 
Non-Interest Income.  Total non-interest income decreased $300,000 from $2.0 million in fiscal 2005 to $1.7 million in fiscal 2006, as a result of income generated from the January 12, 2005, merger of PULSE-EFT and Discover Financial Services, with no similar income generated in fiscal 2006.  We were a stockholder and member of PULSE-EFT.  As a result of the merger, we received $448,000 in pre-tax income in fiscal 2005.  Excluding the one-time gain from PULSE-EFT transaction, non-interest income increased $84,000 from the prior year as a result of increased service charges on deposit accounts.
 
Non-Interest Expense.  Total non-interest expense for the year ended September 30, 2006, increased 11.5% to $8.7 million from $7.8 million for the year ended September 30, 2005.  The increase was primarily due to the additional operating cost associated with the two Michigan offices acquired July 1, 2005.
 
Income Tax Expense.  Income tax expense decreased to $309,000, or 40.9% of income before income taxes, for the year ended September 30, 2006, from $684,000, or 39.4% of income before income taxes, for the year ended September 30, 2005.  The decrease was due to the decrease in income.
 
Comparison of Financial Condition at September 30, 2007, and September 30, 2006
 
Total Assets.  Our total assets as of September 30, 2007, were $386.1 million, compared to $284.0 million as of September 30, 2006.  The 2007 fiscal year increase of 36.0% was primarily due to a $61.7 million increase in loans receivable and a $38.8 million increase in investments.
 
Securities Available for Sale.  Securities available for sale increased from $782,000 on September 30, 2006, to $39.6 million on September 30, 2007.  We selectively purchased non-
 

9


agency MBS that either met or exceeded our underwriting guidelines.  This strategy was employed to complement consumer loan underwriting.  Strong demand in consumer lending required managing the balance sheet’s structure to comply with the consumer lending limit imposed on federally chartered savings banks.  Management chose to increase the asset base by purchasing AAA-rated MBS funded by FHLB advances.  This strategy allowed us to continue making consumer loans within our regulatory limits.  The securities purchased are AAA-rated Jumbo Prime MBS, with an average loan-to-value ratio of 68.98% and an average FICO score of 741.  We have stayed within the Jumbo Prime sector, purchasing no Sub-Prime or Alt-A MBS.  Furthermore, while the Bank has purchased hybrid ARM securities, we have refrained from purchasing any negative amortization loans or option ARM securities.  Finally, the MBS portfolio consists only of those securities that are in one of the two highest-rating categories and are first-lien mortgages only.
 
FHLB Stock.  Federal Home Loan Bank stock increased from $3.1 million on September 30, 2006, to $4.8 million on September 30, 2007.  The increase was a result of required stock purchases to access additional FHLB borrowings.
 
Loans Receivable.  Loans increased by $61.5 million, or 23.7%, from $259.2 million as of September 20, 2006, to $320.7 million as of September 30, 2007.  At September 30, 2007, the loan portfolio was comprised of $188.0 million of loans secured by real estate, or 58.6% of total loans, and $132.7 million of consumer loans, or 41.4% of total loans.
 
At September 30, 2006, the loan portfolio mix included real estate loans of $165.6 million, or 63.9% of total loans, and consumer loans of $93.6 million, or 36.1% of total loans.  Loan production was strong throughout the Branch system.  A significant contributing factor to the loans receivable increase were the indirect consumer loans generated from our established dealer network, especially in our Michigan and Minnesota markets.  At September 30, 2007, indirect loans from our Minnesota and Michigan branches totaled $34.4 million and $24.4 million, respectively, compared with $11.1 million and $3.6 million at September 30, 2006.
 
Allowance for Loan Losses.  The following table is an analysis of the activity in the allowance for loan losses for the years ended September 30, 2007, and September 30, 2006.
 
   
Year Ended
September 30,
 
   
2007
   
2006
 
Balance at Beginning
  $
835
    $
803
 
Provisions Charged to Operating Expense
   
470
     
251
 
Loans Charged Off
    (413 )     (247 )
Recoveries on Loans
   
34
     
28
 
Balance at End
  $
926
    $
835
 


Office Properties and Equipment.  Total investment in office properties and equipment was $3.7 million on September 30, 2006, and $3.5 million on September 30, 2007, a decrease of $200,000, or 5.4%.  The decrease was a result of the depreciation of current equipment and properties, partially offset by modest additions to property and equipment.
 

10


Deposits.  Deposits as of September 30, 2007, were $207.7 million, compared to $186.7 million as of September 30, 2006, an increase of $21.0 million, or 11.2%.  The fiscal 2007 growth came primarily from new certificates of deposit, money market accounts and checking accounts.  A deposit campaign was initiated in 2007 that generated 1,587 new checking accounts.  Management expects this program to continue in fiscal 2008.
 
Borrowed Funds.  Federal Home Loan Bank advances increased from $61.2 million on September 30, 2006, to $96.4 million on September 30, 2007, as a result of the need to utilize a funding source other than deposits to fund MBS investments and strong loan demand.
 
Stockholders' Equity.  Stockholders' equity increased $48.0 million to $78.1 million at September 30, 2007, from $30.1 million at September 30, 2006.  The increase for the period was primarily a result of the proceeds received from the second step conversion and reorganization and retained earnings.
 
Comparison of Financial Condition at September 30, 2006, and September 30, 2005
 
Total Assets.  Our total assets as of September 30, 2006, were $284.0 million, compared to $245.7 million as of September 30, 2005, an increase of 15.6%.  Assets increased primarily as a result of an increase in loans receivable. Contributing to the increase in loans was the continued growth of the Mankato and Oakdale, Minn. branches.
 
Cash and Cash Equivalents.  Cash and cash equivalents decreased from $9.3 million on September 30, 2005, to $6.2 million on September 30, 2006.  The decrease was a result of using cash to fund loan growth in the period.
 
Loans Receivable.  Loans increased by $40.6 million, or 18.6%, from $218.7 million as of September 20, 2005, to $259.3 million as of September 30, 2006.  At September 30, 2006, the loan portfolio was comprised of $165.6 million of loans secured by real estate, or 63.9% of total loans, and $93.6 million of consumer loans, or 36.1% of total loans.
 
At September 30, 2005, the loan portfolio mix included real estate loans of $144.5 million, or 66.1% of total loans, and consumer loans of $74.2 million, or 33.9% of total loans.  As noted above, a contributing factor to the loans receivable increase was the loan production at the Mankato and Oakdale, Minn. branches.  At September 30, 2006, loans receivable in our portfolio generated from our Mankato and Oakdale branches totaled $19.0 million and $20.5 million, respectively, compared to $11.2 million at Mankato and $11.6 million at Oakdale at September 30, 2005.
 

11


Allowance for Loan Losses.  The following table is an analysis of the activity in the allowance for loan losses for the years ended September 30, 2006, and September 30, 2005.
 
   
Year Ended
September 30,
 
   
2006
   
2005
 
Balance at Beginning
  $
803
    $
554
 
Other - Obtained through Merger
           
40
 
Provisions Charged to Operating Expense
   
251
     
414
 
Loans Charged Off
    (247 )     (236 )
Recoveries on Loans
   
28
     
31
 
Balance at End
  $
835
    $
803
 

Office Properties and Equipment.  Total investment in office properties and equipment was $2.9 million on September 30, 2005, and $3.7 million on September 30, 2006, an increase of $800,000, or 27.6%.  The increase came primarily from the purchase of computer equipment and software totaling $800,000.  On September 9, 2005, we entered into a series of purchase agreements and software user agreements with Information Technology, Inc. for computer equipment and software.  The purchase was completed in March 2006.
 
Deposits.  Deposits as of September 30, 2006, were $186.7 million, compared to $177.5 million as of September 30, 2005, an increase of $9.2 million, or 5.2%.  The majority of the deposit growth came from the two Minnesota branch offices, as management sought the most cost-effective markets to attract deposits.
 
Borrowed Funds.  Federal Home Loan Bank advances increased from $36.2 million on September 30, 2005, to $61.2 million on September 30, 2006, as the need to fund strong loan demand increased.
 
Stockholders' Equity.  Stockholders' equity increased $529,000 to $30.1 million at September 30, 2006, from $29.6 million at September 30, 2005.  The increase was a result of net earnings for the period, partially offset by the payment of dividends and increases related to the accounting for the employee stock ownership, and management recognition and retention stock plans.
 

12


Average Balances, Net Interest Income, Yields Earned and Rates Paid
 
The following table presents for the periods indicated the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates.  Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at September 30.  No tax equivalent adjustments were made.  Non-accruing loans have been included in the table as loans carrying a zero yield.
 
   
Year ended September 30,
 
   
2007
   
2006
   
2005
 
   
Average
Outstanding
Balance
   
Interest
Earned/
Paid
   
Yield/
Rate
   
Average
Outstanding
Balance
   
Interest
Earned/
Paid
   
Yield/
Rate
   
Average
Outstanding
Balance
   
Interest
Earned/
Paid
   
Yield/
Rate
 
   
(In Thousands)
 
Interest-Earning Assets:
                                                     
    Cash equivalents                                                           
  $
5,953
    $
167
      2.81 %   $
6,135
    $
184
      3.00 %   $
5,489
    $
134
      2.44 %
    Loans receivable(1)                                                           
   
285,668
     
19,713
     
6.90
     
237,553
     
15,664
     
6.59
     
176,802
     
11,763
     
6.65
 
    Other interest-bearing deposits                                                           
   
567
     
30
     
5.29
     
1,153
     
46
     
3.99
     
215
     
8
     
3.72
 
    Securities available for sale                                                           
   
9,487
     
379
     
3.99
     
1,478
     
58
     
3.92
     
522
     
21
     
4.02
 
    Federal Home Loan Bank stock                                                           
   
3,115
     
83
     
2.66
     
2,280
     
65
     
2.85
     
1,345
     
54
     
4.01
 
        Total interest-earning assets                                                           
  $
304,790
     
20,372
     
6.68
    $
248,599
     
16,017
     
6.44
    $
184,373
     
11,980
     
6.50
 
                                                                         
Interest-Bearing Liabilities:
                                                                       
    Savings accounts                                                           
  $
22,858
     
218
     
0.95
    $
24,703
     
167
     
0.68
    $
15,877
     
122
     
0.77
 
    Demand accounts(2)                                                           
   
19,283
     
28
     
0.15
     
19,622
     
28
     
0.14
     
13,346
     
30
     
0.22
 
    Money market accounts                                                           
   
24,323
     
588
     
2.42
     
26,623
     
500
     
1.88
     
24,527
     
433
     
1.77
 
    CDs                                                           
   
120,148
     
5,707
     
4.75
     
104,536
     
4,126
     
3.95
     
78,052
     
2,370
     
3.04
 
    IRAs                                                           
   
10,876
     
453
     
4.17
     
10,252
     
361
     
3.52
     
9,316
     
308
     
3.31
 
    Federal Home Loan Bank advances                                                           
   
48,643
     
1,895
     
3.90
     
42,500
     
2,039
     
4.80
     
25,140
     
729
     
2.90
 
        Total interest-bearing liabilities                                                           
  $
246,130
     
8,889
     
3.61
    $
228,237
     
7,221
     
3.16
    $
166,258
     
3,992
     
2.40
 
                                                                         
Net interest income                                                           
          $
11,483
                    $
8,796
                    $
7,988
         
Net interest rate spread                                                           
                    3.07 %                     3.28 %                     4.10 %
Net interest margin(3)                                                           
                    3.77 %                     3.54 %                     4.33 %
Average interest-earning assets to average interest-bearing
   liabilities                                                           
           
1.24x
                     
1.09x
                     
1.11x
         
_________________
(1)
Calculated net of loan fees of $(1,026,000) in 2007, $(706,000) in 2006 and $(54,000) in 2005, loan discounts, loans in process and allowance for losses on loans.
(2)
Includes $13.8 million, $13.8 million and $14.4 million of non-interest-bearing demand deposits during the years ended September 30, 2007, 2006 and 2005, respectively.
(3)
Net interest income divided by interest-earning assets.

13


Rate/Volume Analysis
 
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to:  (1) changes in volume, which are changes in volume multiplied by the old rate; and (2) changes in rate, which are changes in rate multiplied by the old volume.  Changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.
 
   
Year Ended September 30,
2007 vs. 2006
   
Year Ended September 30,
2006 vs. 2005
 
   
Increase (Decrease)
Due to
   
Total
Increase
   
Increase (Decrease)
Due to
   
Total
Increase
 
   
Volume
   
Rate
   
(Decrease)
   
Volume
   
Rate
   
(Decrease)
 
   
(In Thousands)
 
Interest-Earning Assets:
                                   
    Loans receivable(1)                                               
  $
3,293
    $
756
    $
4,049
    $
4,007
    $ (106 )   $
3,901
 
    Other                                               
   
318
      (12 )    
306
     
132
     
4
     
136
 
                                                 
        Total interest-earning assets                                               
  $
3,611
    $
744
    $
4,355
    $
4,139
    $ (102 )    
4,037
 
                                                 
Interest-Bearing Liabilities:
                                               
    Savings accounts                                               
  $ (12 )    
63
     
51
    $
62
    $ (17 )    
45
 
    Demand accounts                                               
   
---
     
---
     
---
     
11
      (13 )     (2 )
    Money market account                                               
    (46 )    
134
     
88
     
38
     
29
     
67
 
    IRA accounts                                               
   
23
     
69
     
92
     
32
     
21
     
53
 
    Certificates of deposit                                               
   
669
     
912
     
1,581
     
932
     
824
     
1,756
 
    Federal Home Loan Bank advances
   
271
      (415 )     (144 )    
673
     
637
     
1,310
 
                                                 
        Total interest-bearing liabilities
  $
905
    $
763
     
1,668
    $
1,748
    $
1,481
     
3,229
 
                                                 
Net interest income                                               
                  $
2,687
                    $
808
 
______________
(1) 
Calculated net of loan fees of $(1,026,000) in 2007, $(706,000) in 2006 and $(54,000) in 2005.

 
Liquidity and Commitments
 
We are required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure a safe and sound operation.  Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans.  Historically, we have maintained liquid assets above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows.  Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.  At September 30, 2007, our liquidity ratio, which is our liquid assets as a percentage of net withdrawable savings deposits with a maturity of one year or less and current borrowings was 3.85%.
 
Citizens Community Federal's liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities.  Citizens Community Federal's primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans, and other short-term investments and funds provided from operations.  While scheduled payments from the amortization of loans and maturing short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  In addition, Citizens Community
 

14


Federal invests excess funds in short-term, interest-earning assets, which provide liquidity to meet lending requirements.  Citizens Community Federal also generates cash through borrowings.  Citizens Community Federal utilizes Federal Home Loan Bank advances to leverage its capital base, and provide funds for its lending and investment activities, and to enhance its interest rate risk management.
 
Liquidity management is both a daily and long-term function of business management.  Excess liquidity is generally invested in short-term investments such as overnight deposits or certificates of deposit in other financial institutions.  On a longer-term basis, Citizens Community Federal maintains a strategy of investing in various lending products as described in greater detail under "Evolving Business Strategies."  Citizens Community Federal uses its sources of funds primarily to meet its ongoing commitments, to pay maturing certificates of deposit and savings withdrawals, and to fund loan commitments.
 
At September 30, 2007, the total approved loan origination commitments outstanding amounted to $428,000.  At the same date, unused approved lines of credit to our customers were $2.7 million and certificates of deposit scheduled to mature in one year or less, totaled $106.0 million.
 
The average cost of deposits increased throughout fiscal 2006 and fiscal 2007.  Management's policy is to maintain deposit rates at levels that are competitive with other local financial institutions.  Based on the competitive rates and on historical experience, management believes that a significant portion of maturing deposits will remain with Citizens Community Federal.  In addition, Citizens Community Federal had the ability as of September 30, 2007, to borrow an additional $38.6 million from the Federal Home Loan Bank of Chicago as a funding source to meet commitments and for liquidity purposes.
 
Capital
 
Consistent with its goals to operate a sound and profitable financial organization, Citizens Community Federal actively seeks to maintain a "well-capitalized" institution in accordance with regulatory standards.  Total equity of Citizens Community Federal was $43.7 million at September 30, 2007, or 11.5% of total assets.  As of September 30, 2007, Citizens Community Federal exceeded all capital requirements of the Office of Thrift Supervision (OTS).  Citizens Community Federal's regulatory capital ratios at September 30, 2007, were as follows:  core capital 11.5%; Tier 1 risk-based capital, 17.7%; and total risk-based capital, 18.0%.  The regulatory capital requirements to be considered well capitalized are core capital of 5.0%, Tier 1 risk-based capital of 6.0% and risk-based capital of 10.0%, respectively.
 
Impact of Inflation
 
The consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States.  These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.
 
Our primary assets and liabilities are monetary in nature.  As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation.
 

15


Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation.  In a period of rapidly rising interest rates, the liquidity and maturity structures of our assets and liabilities are critical to the maintenance of acceptable performance levels.
 
The principal effect of inflation, as distinct from levels of interest rates, on earnings is in the area of non-interest expense.  Such expense items as employee compensation, employee benefits, and occupancy and equipment costs may be subject to increases as a result of inflation.  An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans that we have made.  We are unable to determine the extent, if any, to which properties securing our loans have appreciated in dollar value due to inflation.
 
Stockholder Performance Presentation
 
Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Company's Common Shares against the cumulative total return of the NASDAQ Market Index and a Peer Group Index for the period since the Company's (and its predecessor's, Citizens Community Bancorp) common stock began trading. The issuers in the Peer Group Index were selected on a line-of-business basis by reference to SIC Code 414 - Regional-Midwest Banks, which is composed of sixty-one banks.  The presentation assumes $100 was invested on March 30, 2004, the first day of trading of Citizens Community Bancorp common stock, which succeeded to Citizens Community Bancorp, Inc. stock after the Reorganization. The chart assumes reinvestment of all dividends. Historical stock price is not necessarily indicative of future stock performance.
 
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
 
CITIZENS COMMUNITY BANCORP, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX
 
 
 
 
03/30/2004
9/30/2004
9/30/2005
9/30/2006
9/30/2007
 
Citizens Community Bancorp, Inc.
 
$100.00
102.69
103.03
156.68
  80.41
 
Peer Group Index
 
  100.00
103.02
100.86
114.09
106.47
 
NASDAQ Market Index
 
  100.00
  95.54
108.69
115.14
137.59

 

16


Recent Accounting Pronouncements
 
Future Accounting Changes

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company believes the adoption of this statement will not have a significant effect on the financial statements of the Company.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans.  This statement amends SFAS No. 87, Employers' Accounting for Pensions; SFAS No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits; SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions; and SFAS No. 132 (revised 2003), Employers' Disclosures About Pensions and Other Postretirement Benefits.  SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position. It also requires an employer to recognize gains or losses and prior service costs or credits that arise during the year but are not recognized as components of net periodic benefit cost under SFAS No. 87 as a component of other comprehensive income.  Additionally, it requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  SFAS No. 158 is effective for public companies as of the end of the fiscal year ending after December 15, 2006.  The requirement to measure plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.  The Company adopted this statement which resulted in an increase in liabilities and a decrease in equity of approximately $621 for the underfunded status of the plan, net of tax.

In September 2006, the Securities and Exchange Commission's office (SEC) announced Staff Accounting Bulletin No. 108 (SAB 108).  SAB 108 addresses how to quantify financial statement errors that arose in prior periods for purposes of assessing their materiality in the current period.  It requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality.  It clarifies that immaterial financial statement errors in a prior SEC filing can be corrected in subsequent filings without the need to amend the prior filing.  In addition, SAB 108 provides transitional relief for correcting errors that would have been considered immaterial before its issuance.  The adoption of SAB 108 will not have an impact on our consolidated financial position, results of operations, or cash flows.

17



In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. This interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.  FIN 48 prescribed a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006, for public companies.  The Company believes the adoption of this interpretation will not have a significant effect on the financial statements of the Company.

Quantitative and Qualitative Disclosures About Market Risk
 
Our Risk When Interest Rates Change.  The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time.  Market interest rates change over time.  Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities.  The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.
 
How We Measure Our Risk of Interest Rate Changes.  As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk.  In monitoring interest rate risk, we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities, and their sensitivity to actual or potential changes in market interest rates.
 
In order to manage the potential for adverse effects of material and prolonged increases in interest rates on our results of operations, we adopted asset and liability management policies to better align the maturities and repricing terms of our interest-earning assets and interest-bearing liabilities.  These policies are implemented by the asset and liability management committee.  The asset and liability management committee is comprised of members of senior management.  The asset and liability management committee establishes guidelines for and monitors the volume and mix of assets, and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs.  The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals.  The asset and liability management committee generally meets on a weekly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities, and interest rate risk exposure limits versus current projections pursuant to net present value of portfolio equity analysis.  At each meeting, the asset and liability management committee recommends strategy changes, as appropriate, based on this review.  The committee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the board of directors on a monthly basis.
 
In order to manage our assets and liabilities, and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, we have focused our strategies on:
 

18


·           originating first mortgage loans, with a clause allowing for payment on demand after a stated period of time;
 
 
·
originating shorter-term consumer loans;
 
 
·
originating prime-based home equity lines of credit;
 
 
·
managing our deposits to establish stable deposit relationships;
 
 
·
using Federal Home Loan Bank advances to align maturities and repricing terms; and
 
 
·
attempting to limit the percentage of long-term, fixed-rate loans in our portfolio which do not contain a payable-on-demand clause.
 
At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the asset and liability management committee may determine to increase Citizens Community Federal's interest rate risk position somewhat in order to maintain its net-interest margin.
 
In light of our performance in fiscal 2006 and fiscal 2007, management believes our strategies have proven to be effective.  Credit quality continued to be strong with delinquency and charge-off ratios remaining low.  Interest rate risk, defined by net portfolio value (NPV), continued to show minimal risk.  By continuing to include our payment-on-demand clauses on our first mortgage loan originations, less than 10% of the Citizen Community Federal assets were represented by traditional fixed-rate mortgage loans with amortizations of 15 years or greater.
 
As of September 30, 2007, $144.5 million of our loans in portfolio included a payable-on-demand clause.  We have not utilized the demand clause since fiscal 2000 because, in management's view, it has not been appropriate.  Therefore, the clause has had no impact on our liquidity and overall financial performance for the periods presented.
 
As part of its procedures, the asset and liability management committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity.  Market value of portfolio equity is defined as the net present value of an institution's existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity that are authorized by the board of directors of Citizens Community Federal.
 
The following table sets forth, at September 30, 2007, an analysis of Citizen Community Federal's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (up 300 basis points and down 200 basis points, measured in 100 basis point increments).  As of September 30, 2007, due to the current level of interest rates, the OTS no longer provides NPV estimates for decreases in interest rates greater than 200 basis points.
 

19



Change in Interest Rates in
Basis Points ("bp")
(Rate Shock in Rates)(1)
Net Portfolio Value
Net Portfolio Value as % of
Present Value of Assets
 
Amount
Change
Change
NPV Ratio
Change
(Dollars in thousands)
           
+300  bp
$36,641
$(7,080)
(16)%
10.01%
(148) bp
+200  bp
39,118
(4,603)
(11)   
10.55   
(95)   
+100  bp
41,514
(2,207)
(5)  
11.05   
(44)   
0  bp
43,721
---
---   
11.50   
---   
-100  bp
45,442
1,721
11.81   
32  
-200  bp
46,445
2,724
11.96   
46  
                   ___________
(1)
Assumes an instantaneous uniform change in interest rates at all maturities.

For comparative purposes, the table below sets forth, at September 30, 2006, an analysis of Citizen Community Federal's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (up 300 basis points and down 200 basis points, measured in 100 basis point increments).  As of September 30, 2006, due to the current level of interest rates, the OTS no longer provides NPV estimates for decreases in interest rates greater than 200 basis points.
 
Change in Interest Rates in
Basis Points ("bp")
(Rate Shock in Rates)(1)
Net Portfolio Value
Net Portfolio Value as % of
Present Value of Assets
 
Amount
Change
Change
NPV Ratio
Change
(Dollars in thousands)
           
+300  bp
$14,290
$(6,749)
(32)%
5.41%
(226) bp
+200  bp
16,590
(4,449)
(21)
6.20
(147)    
+100  bp
18,862
(2,177)
(10)
6.96
(71)  
0  bp
21,039
---
---
7.66
---   
-100  bp
23,005
1,966
9
8.29
62  
-200  bp
24,778
3,738
18
8.83
116    
                    ___________
(1)
Assumes an instantaneous uniform change in interest rates at all maturities.

The OTS uses certain assumptions in assessing the interest rate risk of savings associations.  These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others.
 
The assumptions used by management to evaluate the vulnerability of Citizens Community Federal's operations to changes in interest rates in the table above are utilized in, and set forth under, the gap table below.  Although management finds these assumptions reasonable, the interest rate sensitivity of Citizens Community Federal's assets and liabilities and the estimated effects of changes in interest rates on Citizens Community Federal's net interest income and market value of portfolio equity indicated in the above table could vary substantially if different assumptions were used or actual experience differs from such assumptions.
 

20


The following table summarizes the anticipated maturities or repricing of Citizens Community Federal's interest-earning assets and interest-bearing liabilities at September 30, 2007, based on the information and assumptions set forth below.
 
   
Six Months
or Less
   
Over Six
Months to
One Year
   
Over One
to Three
Years
   
Over Three
to Five
Years
   
Over
Five
Years
   
Total
 
   
(Dollars in Thousands)
 
Real estate mortgage loans                                               
  $
34,208
    $
27,724
    $
68,816
    $
31,665
    $
25,544
    $
187,957
 
Consumer loans                                               
   
56,968
     
37,716
     
32,881
     
3,190
     
1,989
     
132,744
 
Securities available for sale                                               
   
2,646
     
2,721
     
11,552
     
10,814
     
11,859
     
39,592
 
Other interest-bearing deposits                                               
   
---
     
---
     
371
     
---
     
---
     
371
 
Federal Home Loan Bank stock
   
---
     
---
     
---
     
4,822
     
---
     
4,822
 
Cash equivalents(1)                                               
   
6,354
     
---
     
---
     
---
     
---
     
6,354
 
Total interest-earning assets                                               
  $
100,176
    $
68,161
    $
113,620
    $
50,491
    $
39,392
    $
371,840
 
 
                                               
Savings accounts                                                
   
2,286
     
2,286
     
17,553
     
702
     
28
     
22,855
 
Demand and money market                                               
   
6,780
     
6,780
     
10,170
     
2,543
     
19,505
     
45,778
 
Certificates of deposit                                               
   
59,997
     
46,042
     
30,612
     
2,450
     
---
     
139,101
 
Federal Home Loan Bank advances
   
48,434
     
5,492
     
24,620
     
15,050
     
2,850
     
96,446
 
Total interest-bearing liabilities
  $
117,497
    $
60,600
    $
82,955
    $
20,745
    $
22,383
     
304,180
 
                                                 
Interest-earning assets less 
                                               
interest-bearing liabilities                                               
  $ (17,321 )   $
7,561
    $
30,665
    $
29,746
    $
17,009
    $
67,660
 
 
                                               
Cumulative interest rate sensitivity gap
  $ (17,321 )   $ (9,760 )   $
20,905
    $
50,651
    $
67,660
         
                                                 
Cumulative interest rate gap as a
percentage of assets at September 30,
2007                                               
    (4.49 )%     (2.53 )%     5.41 %     13.12 %     17.52 %        
                                                 
Cumulative interest rate gap as a 
percentage of interest-earning assets
at September 30, 2007                                               
    (4.66 )%     (2.62 )%     5.62 %     13.62 %     18.20 %        
         __________________________
(1)
Net of corporate checks issued of $4,612.

The difference between repricing assets and liabilities for a specific period is referred to as the gap.  An excess of repriceable assets over liabilities is referred to as a positive gap.  An excess of repriceable liabilities over assets is referred to as a negative gap.  The cumulative gap is the summation of the gap for all periods to the end of the period for which the cumulative gap is being measured.
 
Assets and liabilities scheduled to reprice are included in the period in which the rate is next scheduled to adjust rather than in the period in which the assets or liabilities are due.  Fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization, as adjusted to take into account estimated prepayments based on OTS prepayment tables.  No effect is given to the payable-on-demand clause in certain mortgage loans originated by Citizens Community Federal.
 
As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on
 

21


other types may lag behind changes in market rates.  Additionally, a limited amount of our assets have features which restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.
 
Critical Accounting Policies
 
There are certain accounting policies that we have established which require us to use our judgment.  The only critical accounting policy, in addition to the policies included in Note 1, "Summary of Significant Accounting Policies," to the Consolidated Financial Statements, is as follows:
 
Allowance for Loan Losses.  Establishing the amount of the allowance for loan losses requires the use of our judgment.  We evaluate our assets at least quarterly, and review their risk components as part of that evaluation.  If we misjudge a major component and experience a loss, it will likely affect our earnings.  In addition, by the very nature of the determination of the allowance, developments as to particular loans can affect year-to-year provision amounts.  We consistently challenge ourselves in the review of the risk components to identify any changes in trends and their cause.
 

22






Independent Auditor’s Report



Board of Directors
Citizens Community Bancorp, Inc.
Eau Claire, Wisconsin


We have audited the accompanying consolidated balance sheets of Citizens Community Bancorp, Inc. and Subsidiary as of September 30, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Citizens Community Bancorp, Inc. and Subsidiary as of September 30, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 2007, in conformity with accounting principles generally accepted in the United States.


/s/ Wipfli LLP
Wipfli LLP


December 6, 2007
Eau Claire, Wisconsin

23

      
              
 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Balance Sheets      
September 30, 2007 and 2006         
 


 
Assets
 
2007
   
2006
 
   
(In Thousands)
 
             
Cash and cash equivalents
  $
6,354
    $
6,170
 
Interest-bearing deposits
   
371
     
959
 
Securities available-for-sale `
   
39,592
     
782
 
Loans receivable - Net of allowance for loan losses of $926 and
               
$835 in 2007 and 2006, respectively
   
320,027
     
258,467
 
Loans held for sale
   
0
     
321
 
Federal Home Loan Bank stock - At cost
   
4,822
     
3,060
 
Office properties and equipment - Net
   
3,460
     
3,681
 
Accrued interest receivable
   
1,397
     
861
 
Intangible assets
   
1,528
     
1,829
 
Goodwill
   
5,466
     
5,466
 
Other assets
   
3,096
     
2,394
 
                 
TOTAL ASSETS
  $
386,113
    $
283,990
 
                 
Liabilities and Stockholders’ Equity
               
                 
Deposits
  $
207,734
    $
186,711
 
Borrowed funds
   
96,446
     
61,200
 
Other liabilities
   
3,784
     
5,997
 
                 
Total liabilities
   
307,964
     
253,908
 
                 
Preferred stock - Par value $.01:
               
Authorized - 0 shares in 2007 and 1,000,000 shares in 2006
               
Issued and outstanding - 0 shares outstanding in 2007 and 2006
               
Common stock - Par value $.01:
               
Authorized - 20,000,000 shares in 2007 and 5,000,000 shares in 2006
               
Issued and outstanding - 7,118,205 shares in 2007 and 3,747,319
               
shares in 2006
   
71
     
37
 
Additional paid-in capital
   
69,934
     
18,833
 
Retained earnings
   
12,420
     
12,792
 
Unearned ESOP shares
    (3,877 )     (894 )
Unearned compensation
    (207 )     (334 )
Accumulated other comprehensive loss
    (192 )     (11 )
Treasury stock, at cost - 0 and 22,691shares, respectively
   
0
      (341 )
                 
Total stockholders’ equity
   
78,149
     
30,082
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $
386,113
    $
283,990
 

See accompanying notes to consolidated financial statements.

24


Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Income      
September 30, 2007, 2006, and 2005         
 



 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
Interest and dividend income:
                 
Interest and fees on loans
  $
18,687
    $
14,958
    $
11,709
 
Interest on investments
   
659
     
353
     
217
 
                         
Total interest and dividend income
   
19,346
     
15,311
     
11,926
 
                         
Interest expense:
                       
Interest on deposits
   
6,994
     
5,182
     
3,263
 
Interest on borrowed funds
   
1,895
     
2,039
     
719
 
                         
Total interest expense
   
8,889
     
7,221
     
3,982
 
                         
Net interest income
   
10,457
     
8,090
     
7,934
 
Provision for loan losses
   
470
     
251
     
414
 
                         
Net interest income after provision for loan losses
   
9,987
     
7,839
     
7,520
 
                         
Noninterest income:
                       
Service charges on deposit accounts
   
980
     
981
     
832
 
Insurance commissions
   
450
     
372
     
397
 
Loan fees and service charges
   
282
     
262
     
329
 
Security gains
   
0
     
27
     
0
 
Other
   
14
     
15
     
463
 
                         
Total noninterest income
   
1,726
     
1,657
     
2,021
 
                         
Noninterest expense:
                       
Salaries and related benefits
   
6,026
     
4,978
     
4,688
 
Occupancy - Net
   
1,143
     
1,016
     
752
 
Office
   
836
     
767
     
668
 
Data processing
   
452
     
438
     
330
 
Amortization of core deposit intangible
   
301
     
302
     
96
 
Advertising
   
161
     
218
     
201
 
Professional fees
   
690
     
314
     
424
 
Other
   
913
     
708
     
647
 
                         
Total noninterest expense
   
10,522
     
8,741
     
7,806
 
                         
Income before provision for income taxes
   
1,191
     
755
     
1,735
 
Provision for income taxes
   
448
     
309
     
684
 
                         
Net income
  $
743
    $
446
    $
1,051
 
                         
Basic earnings per share
  $
0.11
    $ 0.06 *   $ 0.18 *
                         
Diluted earnings per share
  $
0.11
    $ 0.06 *   $ 0.18 *
See accompanying notes to consolidated financial statements.

* Earnings per share were restated to reflect the impact of the second-step conversion and reorganization of the Company, which occurred October 31, 2006.


25

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Changes in Stockholders’ Equity      
Years Ended September 30, 2007, 2006, and 2005         
 


                                                       
                                       
Accumulated
             
               
Additional
         
Unearned
         
Other
             
         
Common
   
Paid-In
   
Retained
   
ESOP
   
Unearned
   
Comprehensive
   
Treasury
       
   
Shares
   
Stock
   
Capital
   
Earnings
   
Shares
   
Compensation
   
Loss
   
Stock
   
Totals
 
   
(In Thousands, Except Shares)
 
                                                       
Balance - September 30, 2004
   
3,041,750
    $
30
    $
9,030
    $
11,678
    $ (1,133 )   $
0
    $
0
    $
0
    $
19,605
 
                                                                         
Comprehensive income:
                                                                       
Net income
   
0
     
0
     
0
     
1,051
     
0
     
0
     
0
     
0
     
1,051
 
Net unrealized loss on available-for-sale
      securities - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
      (4 )    
0
      (4 )
                                                                         
Total comprehensive income
                                                                   
1,047
 
                                                                         
Common stock issued due to merger`
   
705,569
     
7
     
0
     
0
     
0
     
0
     
0
     
0
     
7
 
Additional paid-in capital due to merger
   
0
     
0
     
9,759
     
0
     
0
     
0
     
0
     
0
     
9,759
 
Common stock purchased - 59,637 shares
   
0
     
0
     
0
     
0
     
0
     
0
     
0
      (895 )     (895 )
Committed ESOP shares
   
0
     
0
     
43
     
0
     
120
     
0
     
0
     
0
     
163
 
Common stock awarded for Recognition and
     Retirement Plan - 33,386 shares
   
0
     
0
      (52 )    
0
     
0
      (449 )    
0
     
501
     
0
 
Amortization of restricted stock
   
0
     
0
     
0
     
0
     
0
     
60
     
0
     
0
     
60
 
Cash dividends ($.20 per share)
   
0
     
0
     
0
      (193 )    
0
     
0
     
0
     
0
      (193 )
                                                                         
Balance - September 30, 2005
   
3,747,319
     
37
     
18,780
     
12,536
      (1,013 )     (389 )     (4 )     (394 )    
29,553
 


 
26


Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Changes in Stockholders’ Equity      
Years Ended September 30, 2007, 2006, and 2005         
 


                                       
Accumulated
             
               
Additional
         
Unearned
         
Other
             
         
Common
   
Paid-In
   
Retained
   
ESOP
   
Unearned
   
Comprehensive
   
Treasury
       
   
Shares
   
Stock
   
Capital
   
Earnings
   
Shares
   
Compensation
   
Gain/(Loss)
   
Stock
   
Totals
 
   
(In Thousands, Except Shares)
 
                                                       
Balance - September 30, 2005 (brought forward)
   
3,747,319
    $
37
    $
18,780
    $
12,536
    $ (1,013 )   $ (389 )   $ (4 )   $ (394 )   $
29,553
 
                                                                         
Comprehensive income:
                                                                       
Net income
   
0
     
0
     
0
     
446
     
0
     
0
     
0
     
0
     
446
 
Reclassification adjustment for net security gains
  included in income, net of tax of $11
   
0
     
0
     
0
     
0
     
0
     
0
      (16 )    
0
      (16 )
Net unrealized gain on available-for-sale
     securities - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
     
9
     
0
     
9
 
                                                                         
Total comprehensive income
                                                                   
439
 
                                                                         
Committed ESOP shares
   
0
     
0
     
0
     
0
     
119
     
0
     
0
     
0
     
119
 
Appreciation in fair value of ESOP shares
        charged to expense
   
0
     
0
     
64
     
0
     
0
     
0
     
0
     
0
     
64
 
Common stock awarded for Recognition and
                                                                       
     Retention Plan - 3,576 shares
   
0
     
0
      (11 )    
0
     
0
      (43 )    
0
     
54
     
0
 
16 shares of common stock purchased
     from Employee
                                                                   
0
 
401(k) Retirement Plan
   
0
     
0
     
0
     
0
     
0
     
0
     
0
      (1 )     (1 )
Amortization of restricted stock
   
0
     
0
     
0
     
0
     
0
     
98
     
0
     
0
     
98
 
Cash dividends ($0.20 per share)
   
0
     
0
     
0
      (190 )    
0
     
0
     
0
     
0
      (190 )
                                                                         
Balance - September 30, 2006
   
3,747,319
     
37
     
18,833
     
12,792
      (894 )     (334 )     (11 )     (341 )    
30,082
 

 
27

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Changes in Stockholders’ Equity  (Continued)    
Years Ended September 30, 2007, 2006, and 2005         
 


                                       
Accumulated
             
               
Additional
         
Unearned
         
Other
             
         
Common
   
Paid-In
   
Retained
   
ESOP
   
Unearned
   
Comprehensive
   
Treasury
       
   
Shares
   
Stock
   
Capital
   
Earnings
   
Shares
   
Compensation
   
Gain (Loss)
   
Stock
   
Totals
 
   
(In Thousands, Except Shares)
 
                                                       
Balance - September 30, 2006 (brought forward)
   
3,747,319
    $
37
    $
18,833
    $
12,792
    $ (894 )   $ (334 )   $ (11 )   $ (341 )   $
30,082
 
                                                                         
Adjustment to initially apply FASB
     Statement No. 158 - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
      (621 )             (621 )
Comprehensive income:
                                                                       
Net income
   
0
     
0
     
0
     
743
     
0
     
0
     
0
     
0
     
743
 
Pension curtailment - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
     
75
     
0
     
75
 
Amortization of unrecognized prior service costs
                                                                       
    and netgains/losses - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
     
262
     
0
     
262
 
Net unrealized gain on available-for-sale
    securities - Net of tax
   
0
     
0
     
0
     
0
     
0
     
0
     
103
             
103
 
                                                                         
Total comprehensive income
                                                                   
1,183
 
                                                                         
Sale of common stock (net of CCMHC
     shares reissued)
   
3,369,061
     
34
     
51,204
     
0
     
0
     
0
     
0
     
0
     
51,238
 
Unearned shares held by ESOP
   
0
     
0
     
0
     
0
      (3,415 )    
0
     
0
     
0
      (3,415 )
Stock option expense
   
0
     
0
     
75
     
0
     
0
     
0
     
0
     
0
     
75
 
Committed ESOP shares
   
0
     
0
     
0
     
0
     
432
     
0
     
0
     
0
     
432
 
Appreciation in fair value of ESOP shares
     charged to expense
   
0
     
0
     
76
     
0
     
0
     
0
     
0
     
0
     
76
 
Cancellation of treasury stock
   
0
     
0
      (341 )    
0
     
0
     
0
     
0
     
341
     
0
 
Dissolution of CCMHC
   
0
     
0
     
92
     
0
     
0
     
0
     
0
     
0
     
92
 
Cancellation of unvested restricted stock
    (2,733 )    
0
      (37 )    
0
     
0
     
37
     
0
     
0
     
0
 
Stock options exercised
   
4,558
     
0
     
32
     
0
     
0
     
0
     
0
     
0
     
32
 
Amortization of restricted stock
   
0
     
0
     
0
     
0
     
0
     
90
     
0
             
90
 
Cash dividends ($0.20 per share)
   
0
     
0
     
0
      (1,115 )    
0
     
0
     
0
     
0
      (1,115 )
                                                                         
Balance - September 30, 2007
   
7,118,205
    $
71
    $
69,934
    $
12,420
    $ (3,877 )   $ (207 )   $ (192 )   $
0
    $
78,149
 

See accompanying notes to consolidated financial statements.

 
28

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Cash Flows      
Years Ended September 30, 2007, 2006, and 2005         
 


 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Increase (decrease) in cash and cash equivalents:
                 
Cash flows from operating activities:
                 
Net income
  $
743
    $
446
    $
1,051
 
                         
Adjustments to reconcile net income to net cash provided
                       
by (used in) operating activities:
                       
Securities discount accretion
    (17 )    
0
     
0
 
Provision for depreciation
   
493
     
416
     
278
 
Provision for loan losses
   
470
     
251
     
414
 
Gain on sale of securities
   
0
      (27 )    
0
 
Amortization of purchase accounting adjustments
    (68 )     (76 )     (19 )
Amortization of core deposit intangible
   
301
     
302
     
95
 
Amortization of restricted stock
   
90
     
98
     
60
 
Provision for stock options
   
75
     
0
     
0
 
Provision (benefit) for deferred income taxes
    (230 )     (338 )    
104
 
Net change in loans held for sale
   
321
      (321 )    
0
 
Federal Home Loan Bank stock dividends
   
0
      (16 )     (54 )
ESOP contribution expense in excess of shares released
   
76
     
64
     
43
 
Increase in accrued interest receivable and other assets
    (967 )     (891 )     (584 )
Increase (decrease) in other liabilities
    (2,497 )    
3,850
     
360
 
                         
Total adjustments
    (1,953 )    
3,312
     
697
 
                         
Net cash provided by (used in) operating activities
    (1,210 )    
3,758
     
1,748
 
                         
Cash flows from investing activities:
                       
Proceeds from maturities of interest-bearing deposits
   
588
     
492
     
363
 
Sale of Federal Home Loan Bank stock
   
496
     
0
     
0
 
Purchase of Federal Home Loan Bank stock
    (2,258 )     (949 )     (928 )
Purchase securities available for sale
    (39,219 )    
0
     
0
 
Proceeds from maturities of securities available for sale
   
583
     
0
     
0
 
Proceeds from sale of securities available for sale
   
0
     
1,325
     
0
 
Net increase in loans
    (62,074 )     (40,737 )     (39,271 )
Net capital expenditures
    (272 )     (1,171 )     (235 )
Cash received for branch acquisition
   
0
     
0
     
13,172
 
                         
Net cash used in investing activities
    (102,156 )     (41,040 )     (26,899 )


 
29

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Consolidated Statements of Cash Flows  (Continued)    
Years Ended September 30, 2007, 2006, and 2005         
 


 
 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
Cash flows from financing activities:
                 
Net increase in borrowings
  $
35,246
    $
25,000
    $
22,700
 
Increase in deposits
   
21,040
     
9,259
     
7,917
 
Payments to acquire treasury stock
   
0
      (1 )     (895 )
Proceeds from sale of common stock
   
51,238
     
0
     
0
 
Dissolution of CCMHC
   
92
     
0
     
0
 
Stock options exercised
   
32
     
0
     
0
 
Loan to ESOP for purchase of common stock
    (3,415 )    
0
     
0
 
Reduction in unallocated shares held by ESOP
   
432
     
119
     
119
 
Cash dividends paid
    (1,115 )     (190 )     (193 )
                         
Net cash provided by financing activities
   
103,550
     
34,187
     
29,648
 
                         
Net increase (decrease) in cash and cash equivalents
   
184
      (3,095 )    
4,497
 
Cash and cash equivalents at beginning
   
6,170
     
9,265
     
4,768
 
                         
Cash and cash equivalents at end
  $
6,354
    $
6,170
    $
9,265
 
                         
Supplemental cash flow information:
                       
Cash paid during the year for:
                       
Interest on deposits
  $
6,994
    $
5,231
    $
3,117
 
Interest paid on borrowings
   
1,757
     
2,028
     
729
 
Income taxes
   
806
     
555
     
728
 
                         
Supplemental schedule of noncash investing and financing activities:
         
                         
      Loans transferred to foreclosed properties
  $
94
    $
376
    $
148
 

The fair value of noncash assets acquired and liabilities assumed in the merger with Community Plus Savings Bank were $52,238 and $42,570, respectively.  Approximately 706,000 shares of common stock valued at $9,250 were issued in connection with this merger.

See accompanying notes to consolidated financial statements.

 

30

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies
Nature of Operations
 
Citizens Community Bancorp, Inc.  (the “Company”) is a federally chartered holding company which owns all of the common stock of Citizens Community Federal (the "Bank").  The Bank operates as a full service savings bank with primary markets in, but not limited to, Wisconsin, Minnesota, and Michigan.  It is engaged in the business of attracting deposits from the general public and investing those deposits in residential and consumer loans.
 
On October 31, 2006, a second-step conversion was completed, and as a result, the Company was formed.  Prior to the second-step conversion, Citizens Community Bancorp was a majority-owned subsidiary of CCMHC, a federally chartered mutual holding company.  See Note 2 for further discussion.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of Citizens Community Bancorp, Inc. and its wholly owned subsidiary, Citizens Community Federal.  All significant intercompany balances and transactions have been eliminated.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States and to the practices within the banking industry.
 
Use of Estimates in Preparation of Financial Statements
 
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates.
 
Cash and Cash Equivalents
 
For purposes of reporting cash flows in the consolidated financial statements, cash and cash equivalents include cash due from banks and interest-bearing deposits with original maturities of three months or less.



 


31

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
Other Interest-Bearing Deposits
 
Other interest-bearing deposits mature within three years and are carried at cost, which approximates fair value.
 
Securities
 
Securities are classified as available for sale and are carried at fair value, with unrealized gains and losses reported in other comprehensive income.  Amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the estimated lives of the securities.
 
Declines in fair value of securities that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.  Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method.
 
Loans
 
Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans.  Interest on loans is accrued and credited to income based on the unpaid principal balance.  Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the life of the loan.
 
Allowance for Loan Losses
 
The allowance for loan losses is established through a provision for loan losses charged to expense.  Loan losses are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely.  Subsequent recoveries, if any, are credited to the allowance.
 
Management regularly evaluates the allowance for loan losses using the Company's past loan loss experience, known and inherent risks in the portfolio, composition of the portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, current economic conditions, and other relevant factors.  This evaluation is inherently subjective since it requires material estimates that may be susceptible to significant change.


 

32

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
Allowance for Loan Losses (Continued)
 
The allowance for loan losses consists of specific, general, and unallocated components.  The specific component relates to loans that are classified as doubtful, substandard, or special mention and includes allowances estimated for any impaired loans.  The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors.  An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses and reflects the margin or imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 
The allowance for loan losses includes specific allowances related to loans that have been judged to be impaired under current accounting standards.  A loan is impaired when, based on current information, it is probable that the Company will not collect all amounts due in accordance with the contractual terms of the loan agreement.  Management determines whether a loan is impaired on a case-by-case basis, taking into consideration the payment status, collateral value, length and reason of any payment delays, the borrower's prior payment record, and any other relevant factors.  Specific allowances for impaired loans are based on discounted cash flows of expected future payments using the loan's initial effective interest rate or the fair value of the collateral if the loan is collateral dependent.
 
In addition, various regulatory agencies periodically review the allowance for loan losses.  These agencies may require additions to the allowance for loan losses based on their judgments of collectibility.
 
In management's judgment, the allowance for loan losses is maintained at a level that represents its best estimate of probable losses relating to specifically identified loans, as well as probable losses inherent in the balance of the loan portfolio.  While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions.
 
Loans Held for Sale
 
Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate.  Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.
 
Federal Home Loan Bank Stock
 
The Bank owns stock in the Federal Home Loan Bank (FHLB).  FHLB stock is carried at cost which approximates fair value.  The Bank is required to hold the stock as a member of the FHLB system, and transfer of the stock is substantially restricted.  The stock is pledged as collateral for outstanding FHLB advances.


 

 


33

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
Office Properties and Equipment
 
Office properties and equipment are stated at cost.  Maintenance and repair costs are charged to expense as incurred.  Gains or losses on disposition of office properties and equipment are reflected in income.  Depreciation is computed principally on the straight-line method and is based on the estimated useful lives of the assets, varying from 10 to 40 years for buildings and 3 to 10 years for equipment.
 
Intangible Assets and Goodwill
 
Intangible assets attributable to the value of core deposits acquired and the excess of purchase price over fair value of assets acquired (goodwill) are stated at cost less accumulated amortization.  Intangible assets are amortized on a straight-line basis over periods of seven to fifteen years.  Goodwill is not amortized.
 
The Company reviews intangible assets and goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The evaluation includes assessing the estimated fair value of the intangible asset based on market prices for similar assets, where available, and the present value of the estimated future cash flows associated with the intangible asset.  Adjustments are recorded if it is determined that the benefit of the intangible asset has decreased.
 
Foreclosed Assets
 
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis.  Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less cost to sell.  Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.
 
Income Taxes
 
Deferred income taxes have been provided under the liability method.  Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax basis of assets and liabilities as measured by the current enacted tax rates which will be in effect when these differences are expected to reverse.  Provision (credit) for deferred taxes is the result of changes in the deferred tax assets and liabilities.
 
Advertising Costs
 
Advertising costs are expensed as incurred.






34

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
Off-Balance-Sheet Financial Instruments
 
In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and commitments under credit card arrangements.  Such financial instruments are recorded in the financial statements when they become payable.
 
Other Comprehensive Income (Loss)
 
The Company's accumulated other comprehensive income (loss) is comprised of the unrealized gain (loss) on securities available for sale and prior service costs, and net gain and loss required to be recognized under FAS No. 158, net of tax, and is shown on the consolidated statements of stockholders' equity.
 
Segment Information
 
The Company, through a branch network of its banking subsidiary, provides a full range of banking services in northern Wisconsin, Minnesota, and Michigan.
 
While the Company’s chief decision makers monitor the revenue streams of various Company products and services, operations are managed and financial performance is evaluated on a companywide basis.  Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment.
 
Rate Lock Commitments
 
The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments).  Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives.  Rate lock commitments are recorded only to the extent of fees received since recording the estimated fair value of these commitments would not have a significant impact on the consolidated financial statements.  Fees received are subsequently included in the net gain or loss on the sale of loans.
 
Stock-Based Compensation
 
Effective October 1, 2006, the Company adopted SFAS No. 123 (R), Share-Based Payment, which requires the Company to measure all employee stock-based compensation awards using a fair value method and to record such expense in its consolidated financial statements.
 
The Company accounts for employee stock compensation plans using the fair-value-based method of accounting.  Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is also the vesting period.


 

 


35

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
Stock-Based Compensation (Continued)
 
Pursuant to SFAS No. 123 disclosure requirements, pro forma net income and basic and diluted earnings per share are presented below as if compensation cost for stock options was determined under the fair value method and amortized to expense over the options' vesting periods for each year.

 
 
   
Year Ended
 
   
September 30,
 
 
 
2006
   
2005
 
   
(In Thousands)
 
             
Net income, as reported
  $
446
    $
1,051
 
Deduct:
               
Total stock-based employee compensation expense
               
determined under the fair-value-based method for all awards,
         
net of related tax effects
   
67
     
45
 
                 
Pro forma net income
  $
379
    $
1,006
 
                 
Earnings per share - Basic and diluted
               
As reported:
               
Basic
  $
0.12
    $
0.35
 
Diluted
  $
0.12
    $
0.35
 
                 
Pro forma:
               
Basic
  $
0.10
    $
0.33
 
Diluted
  $
0.10
    $
0.33
 

NOTE 1
Presentation
 
All footnote information is presented in thousands, except for per share amounts.
 
Recent Accounting Changes
 
In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.
 
 

36

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company believes the adoption of this statement will not have a significant effect on the financial statements of the Company.
 
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans.  This statement amends SFAS No. 87, Employers' Accounting for Pensions; SFAS No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits; SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions; and SFAS No. 132 (revised 2003), Employers' Disclosures About Pensions and Other Postretirement Benefits.  SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize gains or losses and prior service costs or credits that arise during the year but are not recognized as components of net periodic benefit cost under SFAS No. 87 as a component of other comprehensive income.  It also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  SFAS No. 158 is effective for public companies as of the end of the fiscal year ending after December 15, 2006.  The requirement to measure plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.  The Company adopted this statement which resulted in an increase in liabilities and a decrease in equity of approximately $621 for the underfunded status of the plan, net of tax.
 
In September 2006, the Securities and Exchange Commission's office (SEC) announced Staff Accounting Bulletin No. 108 (SAB 108).  SAB 108 addresses how to quantify financial statement errors that arose in prior periods for purposes of assessing their materiality in the current period.  It requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality.  It clarifies that immaterial financial statement errors in a prior SEC filing can be corrected in subsequent filings without the need to amend the prior filing.  In addition, SAB 108 provides transitional relief for correcting errors that would have been considered immaterial before its issuance.  The adoption of SAB 108 will not have an impact on our consolidated financial position, results of operations, or cash flows.



 

37

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 1
Summary of Significant Accounting Policies (Continued)
 
In June 2006, the Financial Accounting Standards Board issued FASB Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. This interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.  FIN 48 prescribed a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006, for public companies.  The adoption of this interpretation will not have a significant effect on the financial statements of the Company.
   
Note 2
Second-Step Conversion
 
On October 31, 2006, a second-step conversion was completed in which Citizens Community MHC converted to stock form.  Through this transaction, Citizens Community Bancorp (CCB) ceased to exist and was replaced by Citizens Community Bancorp, Inc. (CCB, Inc.) as the holding company for the Bank.  A total of 5,290,000 shares of common stock was sold in the offering at $10 per share through which CCB, Inc. received proceeds of $51,238 net of offering costs of $1,662.  CCB, Inc. also contributed $25,619 or approximately 50% of the net proceeds to the Bank in the form of a capital contribution.  CCB, Inc. lent $3,415 to the Bank’s employee stock ownership plan, and the plan used those funds to acquire 341,501 shares of common stock at $10 per share.
 
As part of the conversion, outstanding public shares of CCB were exchanged for 1.91067 shares of CCB, Inc., the new holding company of Citizens Community Federal.  The exchange resulted in an additional 1,826,380 of outstanding shares of CCB, Inc. for a total of 7,116,380 outstanding shares.  Treasury stock held was cancelled as of that date.
 
At the time of closing of the conversion on October 31, 2006, approximately $49,485, less offering expenses, became capital of CCB, Inc.


 

 

38

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 3
Cash and Cash Equivalents
 
In the normal course of business, the Bank maintains cash and due from bank balances with correspondent banks which routinely exceed insured amounts.  Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100.  The Bank monitors the financial condition of correspondent banks and believes credit risk is minimal.
   
Note 4
Securities
 
The amortized cost and estimated fair value of securities, with gross unrealized gains and losses at September 30, follows:

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Estimated
 
 
 
Cost
   
Gains
   
Losses
   
Fair Value
 
   
(In Thousands)
 
2007
                       
                         
Securities Available for Sale:
                       
                         
Debt securities:
                       
Mortgage-related securities
  $
39,450
    $
150
    $
8
    $
39,592
 
                                 

   
Gross
Gross
 
 
Amortized
Unrealized
Unrealized
Estimated
 
Cost
Gains
Losses
Fair Value
 
(In Thousands)
2006
       
         
Securities Available for Sale:
       
         
Debt securities:
       
Mortgage-related securities
$796
$0
$14
$782





39

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 4
Securities (Continued)
 
The following tables show the fair value and gross unrealized losses of securities with unrealized losses at September 30, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

   
Less than 12 Months
   
12 Months or More
   
Total
 
Description
 
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
of Securities
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
   
(In Thousands)
 
2007
                                   
                                     
Mortgage-related securities
  $
0
    $
0
    $
655
    $
8
    $
655
    $
8
 
                                                 
Total temporarily impaired
                                               
securities
  $
0
    $
0
    $
655
    $
8
    $
655
    $
8
 

2006
                                   
                                     
Mortgage-related securities
  $
0
    $
0
    $
782
    $
14
    $
782
    $
14
 
                                                 
Total temporarily impaired
                                               
securities
  $
0
    $
0
    $
782
    $
14
    $
782
    $
14
 
                                                 

              
At September 30, 2007, three securities have unrealized losses with aggregate depreciation of less than 1% of the Company’s amortized cost basis.  The unrealized losses relate principally to the increase in interest rates and are not due to changes in the financial condition of the issuer.  When analyzing an issuer’s financial condition, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, and industry analysts’ reports.  Since management has the ability to hold securities until the foreseeable future for securities available for sale, no declines are deemed to be other than temporary.
              
Following is a summary of the proceeds from sales of securities available for sale, as well as gross gains and losses for the years ended September 30:

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
  $
0
    $
1,325
    $
0
 
   
0
     
27
     
0
 

              
No securities were pledged by the Company as of September 30, 2007 and 2006.


40

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 5
Loans
 
The composition of loans at September 30 follows:

 
 
2007
   
2006
 
   
(In Thousands)
 
             
Real estate loans:
           
First mortgages--1- to 4-family
  $
177,281
    $
156,235
 
Multifamily and commercial
   
215
     
240
 
Second mortgages
   
10,461
     
9,161
 
                 
Total real estate loans
   
187,957
     
165,636
 
                 
Consumer loans:
               
Automobile
   
27,168
     
24,445
 
Secured personal
   
100,966
     
64,384
 
Unsecured personal
   
4,610
     
4,774
 
                 
Total consumer loans
   
132,744
     
93,603
 
                 
Gross loans
   
320,701
     
259,239
 
Allowance for loan losses
    (926 )     (835 )
Net deferred loan costs
   
252
     
63
 
                 
Loans receivable, net
  $
320,027
    $
258,467
 

             
The aggregate amount of nonperforming loans was $1,520 and $1,390 at September 30, 2007 and 2006, respectively.  Nonperforming loans are those which are contractually past due more than 90 days as to interest or principal payments, on a nonaccrual of interest status, or loans the terms of which have been renegotiated to provide a reduction or deferral of interest or principal.  If interest on those loans had been accrued, such income would have been $102, $52, and $36, in 2007, 2006, and 2005, respectively.  No loans were considered impaired in 2007 and 2006.
 
Directors, officers, principal stockholders, and employees of the Company, including their families and firms in which they are principal owners, are considered to be related parties.  Substantially all loans to directors and executive officers were made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others and, in the opinion of management, did not involve more than the normal risk of collectibility or present other unfavorable features.


41

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 5
Loans (Continued)
 
Activity in related-party loans for the years ended September 30, 2007 and 2006, is as follows:

 
 
2007
   
2006
 
   
(In Thousands)
 
             
Loans outstanding, October 1
  $
46
    $
62
 
New loans
   
0
     
26
 
Repayments
    (19 )     (42 )
                 
Loans outstanding, September 30
  $
27
    $
46
 

          
An analysis of the activity in the allowance for loan losses at September 30 follows:

 
 
2007
   
2006
   
2005
 
 
(In Thousands)
 
                   
Balance at beginning
  $
835
    $
803
    $
554
 
Provisions charged to operating expense
   
470
     
251
     
414
 
Allowance for loan losses obtained through bank merger
   
0
     
0
     
40
 
Loans charged off
    (413 )     (247 )     (236 )
Recoveries on loans
   
34
     
28
     
31
 
                         
Balance at end
  $
926
    $
835
    $
803
 

Note 6
Office Properties and Equipment
 
Office properties and equipment at September 30 consists of the following:

 
 
2007
   
2006
 
   
(In Thousands)
 
             
Land
  $
613
    $
613
 
Buildings
   
3,007
     
2,997
 
Furniture, equipment, and vehicles
   
3,487
     
3,225
 
                 
Subtotals
   
7,107
     
6,835
 
Less - Accumulated depreciation
   
3,647
     
3,154
 
                 
Office properties and equipment - Net
  $
3,460
    $
3,681
 

          
Depreciation charged to operating expense totaled $493, $416, and $278, for the years ended September 30, 2007, 2006, and 2005, respectively.

 
 

42

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 7
Intangible Assets
 
The carrying amount of the core deposit intangible at September 30 is as follows:

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Balance at beginning
  $
1,829
    $
2,131
    $
349
 
Capitalized
   
0
     
0
     
1,877
 
Amortization
    (301 )     (302 )     (95 )
                         
Balance at end
  $
1,528
    $
1,829
    $
2,131
 

          
Estimated future amortization expense for amortizing core deposit intangible is $301 annually.
 
 
Note 8
Goodwill
 
Goodwill resulting from an acquisition in 2005 was $5,466 as of September 30, 2007 and 2006.  The Company tested for impairment during the fourth quarter and determined there was no impairment of goodwill during 2007 or 2006.

 
 
Note 9
Deposits
 
The composition of deposits at September 30 follows:

 
 
 
 
2007
   
2006
 
   
(In Thousands)
 
             
Non-interest-bearing demand deposits
  $
13,783
    $
13,785
 
Interest-bearing demand deposits
   
4,874
     
4,884
 
Savings accounts
   
22,855
     
24,975
 
Money market accounts
   
27,121
     
22,262
 
Certificate accounts
   
139,101
     
120,805
 
                 
Total deposits
  $
207,734
    $
186,711
 


 

43

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 9
Deposits (Continued)
 
Interest expense on deposits for the years ended September 30 was as follows:

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Interest-bearing demand deposits
  $
28
    $
28
    $
30
 
Savings accounts
   
218
     
167
     
147
 
Money market accounts
   
588
     
500
     
433
 
Certificate accounts
   
6,160
     
4,487
     
2,653
 
                         
Totals
  $
6,994
    $
5,182
    $
3,263
 

          
The aggregate amount of time deposit accounts with individual balances greater than $100,000 was $30,221 and $20,012 at September 30, 2007 and 2006, respectively.
 
At September 30, 2007, the scheduled maturities of certificate accounts are as follows:

   
(In Thousands)
     
2008
 
$106,030
2009
 
27,997
2010
 
2,616
2011
 
2,299
After 2011
 
159
     
Total
 
$139,101

          
Deposits from directors, executive officers, principal shareholders and their affiliates, totaled $446 as of September 30, 2007.


 

44

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 10
Borrowed Funds
 
Borrowed funds consist of the following at September 30:

   
2007
   
2006
 
 
 
Rates
   
Amount
   
Rates
   
Amount
 
   
(Dollars in Thousands)
 
                         
Federal Home Loan Bank (FHLB):
                   
Fixed rate, fixed term advances
    4.84-5.48 %   $
53,087
      4.70-5.53 %   $
10,092
 
Adjustable rate advances
    5.09 %    
43,359
      5.62 %    
51,108
 
                                 
Totals
          $
96,446
            $
61,200
 

          
The following is a summary of scheduled maturities of fixed-term borrowed funds as of September 30, 2007:

   
Weighted
       
   
Average
   
Total
 
 
 
Rate
   
Amount
 
         
(In Thousands)
 
             
2008
    5.15 %   $
17,337
 
2009
    5.15 %    
13,250
 
2010
    5.15 %    
4,600
 
2011
    5.25 %    
6,050
 
2012
    5.23 %    
9,000
 
After 2012
    5.41 %    
2,850
 
                 
Total
          $
53,087
 

          
Actual maturities may differ from the scheduled principal maturities due to call options on the various advances.
 
The Company has a master contract agreement with the Federal Home Loan Bank that provides for borrowing up to the maximum of 75% of the book value of the Company's qualifying one- to four-family residential real estate loans.  The FHLB provides both fixed and floating rate advances.  Floating rates are tied to short-term market rates of interest, such as London InterBank Offered Rate (LIBOR), federal funds, or treasury bill rates.  Advances with call provisions permit the FHLB to request payment beginning on the call date and quarterly thereafter.  FHLB advances are subject to a prepayment penalty if they are repaid prior to maturity.  FHLB advances are also secured by FHLB stock owned by the Company at September 30, 2007 and 2006, respectively.


45

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 11
Income Taxes
 
The components of the provision for income taxes are as follows:

 
 
2007
   
2006
   
2005
 
         
(In Thousands)
 
                   
Current tax expense:
                 
Federal
  $
580
    $
509
    $
491
 
State
   
98
     
138
     
89
 
                         
Total current tax expense
   
678
     
647
     
580
 
                         
Deferred tax expense (benefit):
                       
Federal
    (190 )     (261 )    
98
 
State
    (40 )     (77 )    
6
 
                         
Total deferred tax expense (benefit)
    (230 )     (338 )    
104
 
                         
Total provision for income taxes
  $
448
    $
309
    $
684
 

          
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities.  The major components of net deferred tax asset (liability) at September 30 are as follows:

 
 
2007
   
2006
 
   
(In Thousands)
 
             
Deferred tax assets:
           
Mutual savings bank conversion costs
  $
11
    $
21
 
Director/officer compensation plans
   
1,148
     
749
 
Wisconsin net operating loss carryforwards
   
0
     
9
 
Allowance for loan losses
   
169
     
80
 
Net unrealized loss on securities available for sale
   
0
     
3
 
Purchase accounting adjustments
   
119
     
145
 
                 
Deferred tax assets
   
1,447
     
1,007
 
                 
Deferred tax liabilities:
               
Deferred loan costs
    (64 )     (25 )
Office properties and equipment
    (84 )     (40 )
Federal Home Loan Bank stock
    (68 )     (80 )
Prepaids
    (81 )     (28 )
Core deposit intangible
    (494 )     (605 )
Net unrealized gain on securities available for sale
    (50 )    
0
 
Other
    (16 )     (10 )
                 
Deferred tax liabilities
    (857 )     (788 )
                 
Net deferred tax asset (liability)
  $
590
    $
219
 

46

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 11
Income Taxes (Continued)
 
A summary of the sources of differences between income taxes at the federal statutory rate and the provision for income taxes for the years ended September 30 follows:

   
2007
   
2006
   
2005
     
         
Percent
         
Percent
         
Percent
     
         
of Pretax
         
of Pretax
         
of Pretax
     
 
 
Amount
   
Income
   
Amount
   
Income
   
Amount
   
Income
     
   
(Dollars in Thousands)
 
                                         
Tax expense at statutory rate
  $
405
      34.00 %   $
257
      34.0 %   $
590
      34.0 %          
Increase in taxes resulting from state taxes
   
43
      3.60 %    
52
      6.9 %    
94
      5.4 %          
                                                           
Total provision for income taxes
  $
448
      37.6 %   $
309
      40.9 %   $
684
      39.4 %          

Note 12
Retirement Plans
 
401(k) Plan
 
The Company sponsors a 401(k) profit sharing plan that covers substantially all employees.  Employees may make pretax voluntary contributions to the plan which are matched in part by the Company.  Employer matching contributions to the plan were $84, $83, and $74, for 2007, 2006, and 2005, respectively.
 
Supplemental Executive and Director Retirement Plan
 
The Company maintains an unfunded Supplemental Executive Retirement Plan (SERP) providing retirement benefits for key employees designated by the Board of Directors.  Benefits under the SERP generally are based on the key employees' years of service and compensation during the years preceding retirement.  The Company also maintains an unfunded Directors' Retirement Plan.  The benefit amounts are determined by individual director agreements.



47

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 12
Retirement Plans (Continued)
 
The components of the SERP and Directors' Retirement plans' cost at September 30 are summarized as follows:

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Beginning accrued benefit cost
  $
1,613
    $
1,220
    $
686
 
                         
Service cost
   
64
     
86
     
64
 
Interest cost
   
148
     
137
     
110
 
Expected return on plan assets
   
0
     
0
     
0
 
Amortization of prior service costs
   
117
     
156
     
135
 
Unrecognized net loss
   
0
     
14
     
4
 
                         
Net periodic benefit cost
   
329
     
393
     
313
 
Additional costs associated with merger
   
0
     
0
     
221
 
Curtailment
   
207
     
0
     
0
 
                         
Ending accrued benefit cost
  $
2,149
    $
1,613
    $
1,220
 





48

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 12
Retirement Plans (Continued)
 
The following table sets forth the change in projected benefit obligation and change in plan assets, funded status of the SERP and Directors' Retirement plans, and net liability recognized in the Company's balance sheet at September 30:

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Change in benefit obligation:
                 
Projected benefit obligation, beginning of year
  $
2,646
    $
2,613
    $
1,734
 
Service cost
   
64
     
86
     
64
 
Interest cost
   
148
     
137
     
110
 
Plan amendments/effect of merger
   
0
     
0
     
481
 
Actuarial loss
    (124 )     (190 )    
224
 
Benefits paid
    (107 )    
0
     
0
 
                         
Projected benefit obligation, end of year
  $
2,627
    $
2,646
    $
2,613
 
                         
Change in plan assets:
                       
Plan assets at fair value, beginning of year
  $
0
    $
0
    $
0
 
Actual return on plan assets
   
0
     
0
     
0
 
Company contributions
   
0
     
0
     
0
 
Benefits paid
   
0
     
0
     
0
 
                         
Plan assets at fair value, end of year
  $
0
    $
0
    $
0
 

 




49

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 12
Retirement Plans (Continued)
 
Weighted average assumptions used in determining the benefit obligation and net pension costs as of September 30 are as follows:

 
 
2007
   
2006
   
2005
 
                   
Benefit obligation actuarial assumptions:
                 
Discount rate
    6.00 %     5.75 %     5.25 %
Rate of compensation increase
    5.00 %     5.00 %     5.00 %
                         
Net pension cost actuarial assumption:
                       
Discount rate
    5.75 %     5.25 %     6.00 %
Expected long-term rate of return on plan assets
 
N/A
   
N/A
   
N/A
 
Rate of compensation increase
    5.00 %     5.00 %     5.00 %

          
Estimated future benefit payments as of September 30, 2007, which reflect expected future service, as appropriate, are as follows:

 
 
(In Thousands)
 
       
2008
  $
0
 
2009
   
40
 
2010
   
47
 
2011
   
49
 
2012
   
112
 
2013 - 2017
   
1,325
 

          
Employee Stock Ownership Plan
 
The Board of Directors approved an Employee Stock Ownership Plan (ESOP) that became effective March 29, 2004.  The Plan is designed to provide eligible employees the advantage of ownership of Company stock.  Employees are eligible to participate in the Plan after reaching age twenty-one, completing one year of service, and working at least one thousand hours of consecutive service during the year.  Contributions are allocated to eligible participants on the basis of compensation.



50

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 12
Retirement Plans (Continued)
 
The ESOP borrowed $1,192 from the Company to finance the purchase of 227,821 shares in connection with the initial public offering.  The loan is payable in annual installments over ten years at an annual interest rate equal to 5%.
 
The ESOP borrowed $3,415 from the Company to finance the purchase of 341,501 shares in connection with the second-step conversion.  The loan is payable in annual installments over ten years at an annual interest rate of 4.9%.
 
The loans can be prepaid without penalty.  Loan payments are principally funded by cash contributions from the Company, subject to federal tax law limits.
 
Shares used as collateral to secure the loan are released and available for allocation to eligible employees as the principal and interest on the loan are paid.  Eligible employees must obtain a year of service and be 21 years old.  Employees become fully vested in their ESOP account after five years of service.  Dividends on unallocated shares are generally applied toward payment of the loan.  ESOP shares committed to be released are considered outstanding in determining earnings per share.
 
Contribution expense to the ESOP is based on the fair value (average stock price) of the shares scheduled to be released, and totaled $508 in 2007.  One-tenth of the shares are scheduled to be released each year.  The cost of all unallocated shares held by the ESOP has been reflected in the consolidated balance sheets as a reduction to equity.
 
The ESOP shares as of September 30, 2007, were as follows:

Allocated
   
67,962
 
Committed to be released
   
56,934
 
Unallocated
   
444,046
 
         
Estimated fair value of unallocated shares held (In Thousands)
  $
4,196
 

Note 13
Leases
 
The Company leases certain branch facilities and its administrative offices under operating leases.  Rent expense under these operating leases was $302, $316, and $248 for the years ended September 30, 2007, 2006, and 2005, respectively.

 


 

51

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 13
Leases
 
Future minimum lease payments by year and in aggregate under the original terms of the noncancelable operating leases consist of the following:

   
(In Thousands)
 
       
2008
  $
267
 
2009
   
223
 
2010
   
91
 
2011
   
44
 
Thereafter
   
17
 
         
Total
  $
642
 

Note 14
Stock-Based Compensation Plans
 
Recognition and Retention Plans
 
On February 4, 2005, shareholders approved the Citizens Community Bancorp, Inc. 2004 Recognition and Retention Plan (Recognition Plan) which authorized the Board of Directors to award up to 113,910 shares of common stock.  On February 4, 2005, and November 5, 2005, the Board of Directors granted 63,789 and 6,833 shares, respectively.  The market value of the shares awarded at the grant date amounted to $449 and $42, respectively, and has been recognized in the accompanying balance sheet as unearned stock-based compensation.  The market value of the shares awarded is being recognized as compensation expense ratably over the five-year vesting period.  During fiscal year 2007, 4,557 shares were forfeited.  There were no forfeited shares for fiscal years 2006 and 2005.  Compensation expense related to the Recognition Plan was $90, $98, and $60 for the years ended September 30, 2007, 2006, and 2005, respectively.
 
Stock Option Plan
 
In February 2005, the 2004 stock option and incentive plan was approved by Citizens Community Bancorp, Inc.'s shareholders.  The plan provides for the grant of nonqualified and incentive stock options.  The plan provides for the grant of options for up to 284,778 shares.  At September 30, 2007, 202,197 options had been granted under this plan at a weighted average exercise price of $7.04 per share.  Exercised options will be satisfied by the issuance of previously unissued shares or treasury stock.  Options vest over a five-year period.  Unexercised nonqualified stock options expire in 15 years and unexercised incentive stock options expire in 10 years.  The fair value of stock options granted in 2005 was estimated at the date of grant using the Black-Scholes methodology.  No options were granted in 2007 or

 

 

52

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 14
Stock-Based Compensation Plans (Continued)
 
Stock Option Plan (Continued)
 
in 2006.  The following assumptions were made in estimating the fair value for options granted for the year ended September 30, 2005.

 
 
2005
 
       
Dividend yield
    1.49 %
Risk-free interest rate
    4.16 %
Weighted average expected life (years)
   
10
 
Expected volatility
    16.08 %

             
The weighted average fair value of options at their grant date, using the assumptions shown above, was computed at $3.66 per share.  Total compensation expense of $75 was recognized during 2007.  As of September 30, 2007, there was $264 total unrecognized compensation cost related to the nonvested share-based compensation arrangement, which is expected to be recognized over the next three years.

   
2007
   
2006
 
         
Weighted
         
Weighted
 
   
Option
   
Average
   
Option
   
Average
 
 
 
Shares
   
Price
   
Shares
   
Price
 
                         
Outstanding - Beginning of year
   
202,197
    $
7.04
     
202,197
    $
7.04
 
Options forfeited
   
6,833
             
0
         
Options exercised
   
4,558
             
0
         
                                 
Outstanding - End of Year
   
190,806
    $
7.04
     
202,197
    $
7.04
 
                                 
Exercisable at September 30, 2007
                           
69,489
 
Weighted average fair value of options granted
                    $
3.66
 
Available for future grant at year-end
                           
89,413
 


 

53

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 14
Stock-Based Compensation Plans (Continued)
 
The following table summarizes information about Plan awards outstanding at September 30, 2007:

Options Outstanding
 
   
Weighted Average
 
Weighted Average
 
Number Outstanding
 
Remaining Contractual Life
 
Exercise Price
 
           
 
119,606
 
7.42 years
  $
7.04
 
 
71,200
 
12.42 years
  $
7.04
 

 
 
Note 15
Earnings Per Share
 
Basic and diluted earnings per share data are based on the weighted-average numbers of common shares outstanding during each period.  Diluted earnings per share are further adjusted for potential common shares that were dilutive and outstanding during the period.  Potential common shares consist of stock options outstanding under the incentive plan.  The dilutive effect of potential common shares is computed using the treasury stock method.  All stock options are assumed to be 100% vested for purposes of the earnings per share computations.  The computation of earnings per share for the years ended September 30, 2007, 2006, and 2005, are as follows:

 
 
2007
      2006 *     2005 *
                       
Weighted average shares outstanding
   
6,709,115
     
6,933,254
     
5,746,686
 
Effect of dilutive stock options outstanding
   
25,834
     
25,718
     
2,524
 
                         
Diluted weighted average shares outstanding
   
6,734,949
     
6,958,972
     
5,749,210
 
                         
Basic earnings per share
  $
0.11
    $
0.06
    $
0.18
 
                         
Diluted earnings per share
  $
0.11
    $
0.06
    $
0.18
 

* Earnings per share was restated to reflect the impact of the second-step conversion and reorganization of the Company which occurred on October 31, 2006.
 
 

54

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 16
Commitments and Contingencies
 
Financial Instruments with Off-Balance-Sheet Risk
 
The Company’s financial statements do not reflect various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk, interest rate risk, and liquidity risk.  These commitments and contingent liabilities are commitments to extend credit.
 
A summary of the Company’s commitments and contingent liabilities at September 30 follows:

 
 
2007
   
2006
 
   
(In Thousands)
 
             
Commitments to extend credit - Fixed rate 6.99 - 9.50%
           
in 2007 and 7.0% - 8.00% in 2006
  $
428
    $
500
 
Unused lines of credit:
               
Real estate equity advance plan (REAP)
   
692
     
1,193
 
Kwik cash and lines of credit
   
2,049
     
1,823
 
MasterCard and VISA credit cards
   
4,721
     
4,829
 
                 
Totals
  $
7,890
    $
8,345
 

             
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any conditions established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  A portion of the commitments is expected to be drawn upon, thus representing future cash requirements.  Management evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer.  Collateral held varies but may include real estate and personal property.  Substantial amounts of unsecured personal loans are granted by the Company.  However, ongoing credit evaluations of customers are performed.
 
Concentration of Credit Risk
 
The majority of the Company’s loans and commitments have been granted to customers in the Company’s local market areas.  The concentrations of credit by type are set forth in Note 5.  Management believes the diversity of the various economies will prevent significant losses in the event of an economic downturn.
 
Contingencies
 
In the normal course of business, the Company occasionally becomes involved in various legal proceedings.  In the opinion of management, any liability from such proceedings would not have a material adverse effect on the business or financial condition of the Company.




55

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 17
Capital Requirements
 
The Bank is subject to various regulatory capital requirements administered by the federal agencies.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets and of Tier I capital to average assets.  It is management’s opinion as of September 30, 2007, that the Bank meets all capital adequacy requirements.
 
As of September 30, 2007, the most recent notification from the Office of Thrift Supervision categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action.  To be categorized as well-capitalized, the Bank must maintain minimum net worth ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed the Bank’s category.
 
The Bank’s actual and regulatory capital amounts and ratios are presented in the following table:

                             
To Be Well-
 
                       
Capitalized Under
 
               
For Capital
   
Prompt Corrective
 
   
Actual
   
Adequacy Purposes
   
Actions Provisions
 
 
 
Amount
   
Ratio
   
Amount
 
 
 
Ratio
   
Amount
 
 
 
Ratio
 
   
(Dollars in Thousands)
 
                                         
September 30, 2007
                                       
                                         
Total risk-based capital (to
risk-weighted assets)
  $
44,416
      18.00 %   $
19,757
 
>
    8.00 %   $
24,696
 
>
    10.00 %
Tier 1 capital (to risk-
weighted assets)
  $
43,709
      17.70 %   $
9,878
 
>
    4.00 %   $
14,817
 
>
    6.00 %
Tier 1 capital (to adjusted
total assets)
  $
43,709
      11.50 %   $
15,161
 
>
    4.00 %   $
18,952
 
>
    5.00 %
Tangible capital (to tangible
assets)
  $
43,709
      11.50 %   $
5,685
 
>
    1.50 %  
N/A
     
N/A
 
                                                     
September 30, 2006
                                                   
                                                     
Total risk-based capital (to
risk-weighted assets)
  $
20,428
      11.00 %   $
14,920
 
>
    8.00 %   $
18,650
 
>
    10.00 %
Tier 1 capital (to risk-
weighted assets)
  $
19,761
      10.60 %   $
7,460
 
>
    4.00 %    
11,190
 
>
    6.00 %
Tier 1 capital (to adjusted
total assets)
  $
19,761
      7.20 %   $
10,943
 
>
    4.00 %   $
13,679
 
>
    5.00 %
Tangible capital (to tangible
assets)
  $
19,761
      7.20 %   $
4,104
 
>
    1.50 %  
N/A
     
N/A
 

56

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 18
Fair Values of Financial Instruments
 
Current accounting standards require that the Company disclose estimated fair values for its financial instruments.  Fair value estimates, methods, and assumptions for the Company’s financial instruments are summarized below.
 
Cash and Cash Equivalents
 
The carrying values approximate the fair values for these assets.
 
Interest-Bearing Deposits
 
The carrying values approximate the fair values for these assets.
 
Securities Available for Sale
 
Fair values are based on quoted market prices, where available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.
 
Loans
 
Fair value is estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as residential mortgage and consumer.  The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity using market discount rates reflecting the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on the Company’s repayment schedules for each loan classification.
 
The methodology in determining fair value of nonaccrual loans is to average them into the blended interest rate at 0% interest.  This has the effect of decreasing the carrying amount below the risk-free rate amount and therefore, discounts the estimated fair value.
 
Impaired loans are measured at the estimated fair value of the expected future cash flows at the loan’s effective interest rate or the fair value of the collateral for loans which are collateral dependent.  Therefore, the carrying values of impaired loans approximate the estimated fair values for these assets.
 
Federal Home Loan Bank Stock
 
Fair value for the Federal Home Loan Bank stock is based on its redeemable (carrying) value, since the market for this stock is restricted.
 
Deposits
 
The fair value of deposits with no stated maturity, such as demand deposits, savings accounts, and money market accounts, is the amount payable on demand at the reporting date.  The fair value of certificate accounts is calculated by using discounted cash flows applying interest rates currently being offered on similar certificates.



57

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 18
Fair Values of Financial Instruments (Continued)
 
Borrowed Funds
 
The fair value of borrowed funds is estimated using discounted cash flows based on the Bank’s current incremental borrowing rates for similar borrowing arrangements.
 
Accrued Interest
 
The carrying amount of accrued interest approximates its fair value.
 
Off-Balance-Sheet Instruments
 
The fair value of commitments would be estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the current interest rates, and the present creditworthiness of the customers.  Since this amount is immaterial, no amounts for fair value are presented.
 
The carrying amount and estimated fair value of financial instruments at September 30 were as follows:

   
2007
   
2006
 
         
Estimated
         
Estimated
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
 
 
Amount
   
Value
   
Amount
   
Value
 
   
(In Thousands)
 
                         
Financial assets:
                       
Cash and cash equivalents
  $
6,354
    $
6,354
    $
6,170
    $
6,170
 
Interest-bearing deposits
   
371
     
371
     
959
     
959
 
Securities available for sale
   
39,592
     
39,592
     
782
     
782
 
Loans held for sale
   
0
     
0
     
321
     
321
 
Loans receivable
   
320,027
     
311,642
     
258,467
     
250,966
 
FHLB stock
   
4,822
     
4,822
     
3,060
     
3,060
 
Accrued interest receivable
   
1,397
     
1,397
     
861
     
861
 
                                 
Financial liabilities:
                               
Deposits
   
207,734
     
208,282
     
186,711
     
186,688
 
Borrowed funds
   
96,446
     
101,230
     
61,200
     
60,386
 
Accrued interest payable
   
402
     
402
     
264
     
264
 




58

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 18
Fair Values of Financial Instruments (Continued)
 
Limitations
 
Fair value estimates are made at a specific time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.  Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, other assets, and other liabilities.
 
In addition, the tax ramifications related to the realization of the unrealized gains or losses can have a significant effect on fair value estimates and have not been considered in the estimates.
   
Note 19
Condensed Parent Company Only Financial Statements
 
The following condensed balance sheets as of September 30, 2007 and 2006, and condensed statements of income and cash flows for each of the years in the three-year period ended September 30, 2007, for Citizens Community Bancorp, Inc. should be read in conjunction with the consolidated financial statements and the notes thereto.
 

Balance Sheets
September 30, 2007 and 2006

Assets
 
2007
   
2006
 
   
(In Thousands)
 
             
Cash and cash equivalents
  $
23,630
    $
2,088
 
Investment in subsidiary
   
50,510
     
27,045
 
Note receivable - ESOP
   
4,009
     
949
 
                 
TOTAL ASSETS
  $
78,149
    $
30,082
 
                 
Stockholders' Equity
               
                 
TOTAL STOCKHOLDERS' EQUITY
  $
78,149
    $
30,082
 



59

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 19
Condensed Parent Company Only Financial Statements (Continued)


Statements of Income
Years Ended September 30, 2007, 2006, and 2005

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Income - Interest and dividends
  $
240
    $
89
    $
103
 
                         
Expenses - Other
   
292
     
132
     
160
 
                         
Income before provision for income taxes and equity in
                       
undistributed net income of subsidiary
    (52 )     (43 )     (57 )
                         
Benefit for income taxes
    (43 )     (6 )     (23 )
                         
Loss before equity in undistributed net income of subsidiary
    (9 )     (37 )     (34 )
                         
Equity in undistributed net income of subsidiary
   
752
     
483
     
1,085
 
                         
Net income
  $
743
    $
446
    $
1,051
 




60

 
Citizens Community Bancorp, Inc.
and Subsidiary             
        
Notes to Consolidated Financial Statements         
 


 
Note 19
Condensed Parent Company Only Financial Statements (Continued)

Statements of Cash Flows
Years Ended September 30, 2007, 2006, and 2005

 
 
2007
   
2006
   
2005
 
   
(In Thousands)
 
                   
Increase (decrease) in cash and cash equivalents:
                 
Cash flows from operating activities:
                 
Net income
  $
743
    $
446
    $
1,051
 
Provision for stock options
   
75
     
0
     
0
 
Adjustments to reconcile net income to net cash
                       
provided by operating activities - Equity in
                       
undistributed income of subsidiary
    (752 )     (483 )     (1,085 )
                         
Net cash provided by (used in) operating activities
   
66
      (37 )     (34 )
                         
Cash flows from investing activities:
                       
Investment in subsidiary
    (25,619 )    
0
     
0
 
Loan to ESOP
    (3,415 )    
0
     
0
 
Principal received on ESOP loan
   
355
     
102
     
97
 
                         
Net cash provided by (used in) investing activities
    (28,679 )    
102
     
97
 
                         
Cash flows from financing activities:
                       
Sale of common stock
   
51,238
     
0
     
0
 
Stock options exercised
   
32
     
0
     
0
 
Purchase of treasury stock
   
0
      (1 )     (895 )
Cash dividends paid
    (1,115 )     (190 )     (193 )
                         
Net cash provided by (used in) financing activities
   
50,155
      (191 )     (1,088 )
                         
Net increase (decrease) in cash and cash equivalents
   
21,542
      (126 )     (1,025 )
Cash and cash equivalents at beginning
   
2,088
     
2,214
     
3,239
 
                         
Cash and cash equivalents at end
  $
23,630
    $
2,088
    $
2,214
 
                         
Supplemental cash flow information:
                       
Cash received during the year for income taxes
  $
43
    $
6
    $
23
 



61


CITIZENS COMMUNITY BANCORP, INC.
 
STOCKHOLDER INFORMATION
 
ANNUAL MEETING
 
The annual meeting of stockholders of Citizens Community Bancorp, Inc. will be held at our branch office in Chippewa Falls, located at 427 West Prairie View Road, Chippewa Falls, Wisconsin, 54729, on February 21, 2008, at 4:00 p.m. local time.
 
STOCK LISTING
 
Citizens Community Bancorp, Inc. common stock is traded on the Nasdaq Global Market under the symbol "CZWI."
 
PRICE RANGE OF COMMON STOCK
 
 
HIGH
LOW
DIVIDENDS
       
    Fiscal 2007
     
First Quarter                                                      
$20.00
$  9.65
$0.05
Second Quarter                                                      
$  9.78
$  9.33
$0.05
Third Quarter                                                      
$  9.55
$  8.75
$0.05
Fourth Quarter                                                      
$  9.54
$  8.04
$0.05
       
    Fiscal 2006
     
First Quarter                                                      
$13.20
$10.30
$0.05
Second Quarter                                                      
$14.25
$12.90
$0.05
Third Quarter                                                      
$18.39
$13.75
$0.05
Fourth Quarter                                                      
$21.15
$17.65
$0.05
       
    Fiscal 2005
     
First Quarter                                                      
$15.50
$12.90
$0.05
Second Quarter                                                      
$15.50
$13.00
$0.05
Third Quarter                                                      
$14.75
$12.75
$0.05
Fourth Quarter                                                      
$13.00
$12.50
$0.05

The stock price information set forth in the table above was provided by the Yahoo Finance System.  This information relates to Citizens Community Bancorp Inc.'s predecessor, Citizens Community Bancorp, whose common stock began trading on March 29, 2004.  This information does not reflect the 1.91067 exchange of Citizens Community Bancorp shares into shares of Citizens Community Bancorp, Inc.  The closing price of Citizens Community Bancorp, Inc. common stock on December 20, 2007 was $8.70.
 
At December 20, 2007, there were 7,118,205 shares of Citizens Community Bancorp, Inc. common stock outstanding (including unallocated ESOP shares) and there were 461 holders of record.
 
Our cash dividend payout policy is continually reviewed by management and the board of directors.  We intend to continue our policy of paying quarterly dividends; however, these payments will depend on a number of factors, including capital requirements, regulatory limitations, our financial condition, results of operations and the Bank's ability to pay dividends.  
 
 
62

 
We rely significantly upon dividends from the Bank to accumulate earnings for payment of cash dividends to the stockholders.
 
 
STOCKHOLDERS AND GENERAL INQUIRIES
 
TRANSFER AGENT
Citizens Community Bancorp, Inc. files an annual report with the Securities and Exchange Commission on Form 10-K and three quarterly reports on Form 10-Q.  Copies of these forms are available by request.  Requests, as well as inquiries from stockholders, analysts and others seeking information about Citizens Community Bancorp, Inc. should be directed to John D. Zettler, Senior Vice President and Chief Financial Officer, at 2174 EastRidge Center, Eau Claire, WI 54701, telephone (715) 836-9994.
 
www.citizenscommunityfederal.net
 
Stockholders should direct inquiries concerning their stock, change of name, address or ownership; report lost certificates or consolidate accounts to our transfer agent at 1-800-368-5948 or write:
Registrar and Transfer Co.
10 Commerce Drive
Cranford, NJ  07016
1-(800) 368-5948

ANNUAL AND OTHER REPORTS
 
A copy of our Annual Report on Form 10-K for the year ended September 30, 2007, as filed with the Securities and Exchange Commission, may be obtained without charge by contacting John D. Zettler, Citizens Community Bancorp, 2174 EastRidge Center, Eau Claire, Wisconsin  54701.
 

63


CITIZENS COMMUNITY BANCORP, INC.
 
CORPORATE INFORMATION
 
Citizens Community Bancorp, Inc.
Board of Directors
 
Citizens Community Federal
Officers
Richard McHugh, Chairman
Thomas C. Kempen, Vice Chairman
Brian R. Schilling
Donna E. Talmage
David B. Westrate
James G. Cooley
 
 
 
 
James G. Cooley, President and Chief Executive Officer
John D. Zettler, Senior Vice President and
   Chief Financial Officer
Timothy J. Cruciani, Executive Vice President
Rebecca Johnson, SeniorVice President,
   MIC/Accounting
Citizens Community Federal Locations:
   
Administrative Offices
2174 EastRidge Center
Eau Claire, WI 54701
 
Branch Offices:
Westside Branch
2125 Cameron Street
Eau Claire, WI 54703
 
East Branch
1028 N. Hillcrest Parkway
Altoona, WI 54720
 
Fairfax Branch
219 Fairfax Street
Altoona, WI 54720
 
 
 
Mondovi Branch
695 E. Main Street
Mondovi, WI 54755
 
Rice Lake Branch
2462 S. Main Street
Rice Lake, WI 54868
 
Chippewa Falls Branch
427 W. Prairie View Road
Chippewa Falls, WI 54729
 
Baraboo Branch
S2423 Highway 12
Baraboo, WI 53913
 
Black River Falls Branch
W9036 Highway 54 E.
Black River Falls, WI 54615
 
 
 
Michigan Offices:
Rochester Hills Branch
310 W. Tienken Road
Rochester Hills, MI  48306
 
Lake Orion Branch
688 S. Lapeer Road
Lake Orion, MI  48362
 
Minnesota Offices:
Mankato Branch
1410 Madison Avenue
Mankato, MN 56001
 
Oakdale Branch
7035 10th Street North
Oakdale, MN  55128
Independent Auditors
Wipfli, LLP
3703 Oakwood Hills Pkwy
Eau Claire, WI  54703
   
 
Special Counsel
Silver, Freedman & Taff, L.L.P.
3299 K Street, N.W.
Suite 100
Washington, D.C.  20007
   



64

 
 



EX-14 3 ex-14.htm ex-14.htm











CITIZENS COMMUNITY BANCORP, INC.


CODE OF BUSINESS CONDUCT
AND ETHICS



 
 

 

PART I

OVERVIEW
Purpose of the Code

This Code of Business Conduct and Ethics (“Code”) is intended to deter wrongdoing and promote:

 
·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
·
Full, fair, accurate, timely and understandable disclosure in documents the Corporation files with, or submits to, the SEC and in all public communications made by the Corporation;
 
·
Compliance with applicable governmental laws, rules and regulations;
 
·
Prompt internal reporting to designated persons of violations of the Code; and
 
·
Accountability for adherence to the Code.

Application of the Code

The Code applies to all Citizens Community Bancorp, Inc. (the “Corporation”) directors and employees, including subsidiary and affiliate employees.  The Code applies to all employee decisions and activities within the scope of employment, or when representing the Corporation in any capacity.  A copy of the Code will be given to new employees.  Following review of the Code, new employees will be asked to sign a written confirmation that they have reviewed the Code in its entirety, and agree to adhere to its provisions.  Existing employees will be asked to review the Code annually.  All Corporation officers and directors should be familiar with the requirements of the Code, and should encourage employees to apply the Code to their daily activities and decisions, and to seek guidance from the appropriate individuals when additional information or explanation is needed.

Copies of the Code may be obtained from several sources, including the Corporation’s website, your immediate supervisor or any management official.

Obtaining Guidance

If you need additional explanation regarding a particular provision of the Code, or if you need guidance in a specific situation, including whether a conflict or potential conflict of interest may exist, please contact your immediate supervisor.  If you are uncomfortable speaking to your immediate supervisor, or if you require additional guidance after having consulted with your supervisor, you are encouraged to contact the following individual:

Timothy J. Cruciani
Citizens Community Bancorp, Inc.
2174 Eastridge Center
Eau Claire, Wisconsin   54701
office:       (715) 836-9994 ext. 118
cell:           (715) 828-3822
e-mail:       TCruc@citizenscommunityfederal.net

 
 
2

 

 
Reporting Violations of the Code

Any known or suspected violation of the Code, including actions or failures to act, must be promptly reported to your supervisor or the person listed above.  This includes violations or possible violations involving you, another employee (including officers) or a director.  Any violation of law, rule or regulation applicable to the Corporation and/or corporate policy is also a violation of this Code.  Violations of the Code may result in disciplinary action including, in severe situations, immediate termination of employment.

Concerns regarding questionable accounting, internal accounting controls or auditing matters may be directed to Dave Westrate at (715) 828-1178 by leaving a confidential message.

All concerns or complaints will be promptly investigated and appropriate action taken.  Results of the investigation will be documented in a report to the Board of Directors in order to ensure a fair process is utilized in determining whether a violation of the Code has occurred.  No person expressing concerns or complaints will be subject to any disciplinary or other adverse action by the Corporation absent a knowingly false report.  All concerns or complaints may be made anonymously and will remain confidential.  Please provide sufficient information to allow us to properly investigate your concerns.  The Corporation will retain a record of all concerns and complaints, and the results of its investigations, for five years.

PART II

PRINCIPLES AND STANDARDS OF CONDUCT

One of the most valued assets of the Corporation is its reputation for integrity as determined by the personal conduct of its directors, officers and staff, and how that conduct may be perceived by the public.  The ethical management of both personal and business affairs is most important to all directors and employees in order to avoid situations that might lead to a conflict, or even suspicion of a conflict, between personal interest and responsibility to the Corporation.  Your position should never be used directly or indirectly for private gain, for advancement of personal interests or to obtain favors or benefits for oneself, customers, or suppliers.

The following is a statement of policy regarding standards of conduct expected from directors and employees of the Corporation and its affiliates in their treatment of confidential information, personal investments, gifts and fees, and outside activities.

Confidential and Insider Information

Confidentiality is a fundamental principle of the financial services business.  In the course of performing your duties, you may acquire confidential information.  Confidential information includes all non-public information that might be of use to competitors or harmful to the Corporation or its customers, if disclosed.  Confidential information, in any form, obtained through business or personal contacts with customers, prospective customers, suppliers, or other employees shall be used solely for the Corporation's purposes.  Information reflecting favorably or adversely upon the current or future value of any business enterprise should not be used in any manner for personal gain or for advantage to a third party.  This information must not be revealed to unauthorized persons or discussed with others within the Corporation unless their duties require this information.  The use of confidential information submitted to us through any source about one customer to further the private interests of another customer is unethical and may be illegal.
 

 
 
3

 
Some specific examples of confidential information include:

 
·
The identity of customers and potential customers and their personal, business and financial information;

 
·
Non-public business and financial information of the Corporation; personal information regarding any employee of the Corporation;

 
·
Personal or non-public business information regarding any supplier, vendor or agent of the Corporation;

 
·
Information related to, including the identity of, potential candidates for mergers and acquisitions;

 
·
Information regarding the Corporation’s sales strategies, plans or proposals;

 
·
Information related to computer software programs, whether proprietary or standard;

 
·
Information related to documentation systems, information databases, customized hardware or other information systems and technological developments;

 
·
Manuals, processes, policies, procedures, compositions, opinion letters, ideas, innovations, inventions, formulas and other proprietary information belonging to the Corporation or related to the Corporation’s activities;

 
·
Security information, including without limitation, policies and procedures, passwords, personal identification numbers (PINs) and electronic access keys;

 
·
Communications by, to and from regulatory agencies; and

 
·
Certain communications with or from attorneys for the Corporation, whether internal or external.

This caution on confidential information does not preclude releasing certain customer information when authorized by the customer or to the government when appropriate.  The guidance of the Chief Executive Officer should be sought in all such cases.  Disclosure of confidential information to attorneys, accountants and other professionals working on behalf of the Corporation, as well as regulatory examiners, may also be appropriate.

Personal Investments and Financial Affairs

Directors and employees of the Corporation, like any other individuals, may make personal investments in corporate stock, real estate, etc.  Such investments, however, shall not be made as a result of confidential information that is also material inside information obtained through your position with the Corporation.  Particular care should be taken with original or new stock issues.  Confidential information about the Corporation and its customers and suppliers acquired by directors and employees in the course of their duties is to be used solely for the Corporation's purposes, and not as a basis for personal investment by directors and employees or their immediate families.  In making personal investments, all directors and

 
4

 

employees should be guided by a keen awareness of potential conflict.  In addition, personal investments should not influence a director's or employee's judgment or action in the conduct of the Corporation’s business.

It is expected that all directors and employees will conduct their personal financial affairs in a manner that will not reflect adversely upon the Corporation or on their personal standing in the community.

Material Inside Information

Generally, material inside information is defined as any information that is confidential in nature, and that a reasonable investor would likely consider important in deciding whether to buy, sell, or hold the Corporation’s stock. The following types of information, if not generally known or publicly disclosed, should be considered material inside information and treated according to the provisions of this Code:

 
·
Proposals or plans for mergers and acquisitions;

 
·
Earnings estimates or results, whether for the month, quarter or year;

 
·
Changes in dividends;

 
·
Significant new product innovation, development or implementation;

 
·
Major litigation, adverse regulatory proceeding or material threat of either event;

 
·
Significant operational issues, including changes in non-performing assets;

 
·
Significant expansion of operations, whether geographic or otherwise, or the curtailment of current or future planned operations; and

 
·
Any other information which, if known, would likely influence the decisions of investors.

Gifts and Fees

It is illegal for anyone to offer or promise anything of value to an employee, officer, director or agent of a financial institution with the intent to influence or reward the person in connection with any business or transaction of the financial institution.  It is also illegal for an employee, officer, director or agent of a financial institution to solicit or accept anything of value from any person intending to be influenced or rewarded in connection with any business or transaction of the financial institution.

No employee or director of the Corporation shall accept anything of value from a customer of the Corporation or a vendor to the Corporation other than the following:

 
1.
Gifts based on a family relationship or gifts of a reasonable value based on a personal relationship where that relationship is the obvious motivating factor for the gift;

 
2.
Advertising or promotional material with a value of less than $100;
 
        3.     Gifts with a value of less than $100 related to commonly recognized events such as a promotion, religious holiday, wedding or retirement;


 
5

 

 
 
4.
Acceptance of customary hospitality (business luncheons, dinners, golf outings, ball games, etc.) where it is directly related to Corporation activities and provided that the expense would be paid for by the Corporation if not paid for by another party.  Any entertainment beyond that scope or of a frequent nature (more than twice a year by the same party) must be pre-authorized by the Chief Executive Officer;

 
5.
Discounts or rebates on merchandise or services that do not exceed those available to other customers of the merchant; or

 
6.
Awards for recognition of service or accomplishment from civic, charitable, educational or religious organizations.

If an employee or director receives or anticipates receiving a benefit from a Corporation customer or vendor and is unsure whether acceptance of the gift is in compliance with this policy, a written disclosure should be made to the Chief Executive Officer.  The Board of Directors may approve the acceptance of the benefit if the acceptance is otherwise consistent with this policy.

Directors, employees and their immediate families should never borrow personally from customers or suppliers unless these entities are engaged directly in the lending business, and then only under normal conditions with respect to interest rates, terms, security, and repayment programs that are available to any borrower.

Outside Activities

Outside activities that might constitute a conflict of interest or interfere with performance, or compromise a director's or employee’s position, are to be avoided.  Employee activities such as full-time outside employment; the rendering of investment, legal or accounting services; membership on corporate boards of directors; seeking of an elective political position; or appointment to government bodies should be reviewed and approved by the Chief Executive Officer prior to such undertakings.  As in the past, we continue to encourage active participation on the part of directors, officers and employees in service clubs and organizations fostering the betterment of the community, and the active use of various social memberships in maintaining a proper image of our organization within the community.

Compliance with Laws, Rules and Regulations

All directors and employees of the Corporation are required to comply with the requirements of this Code, all policies of the Corporation and applicable laws, rules and regulations.  Directors and employees must also comply with the procedures implementing and effectuating the Corporation’s policies.  Failure to comply with the Corporation’s policies and procedures may result in disciplinary action including, in severe situations, immediate termination of employment.

Accounting Practices

All employees are expected to observe and comply with generally accepted accounting principles, the system of internal controls and disclosure controls and procedures established by the Corporation requiring that corporate books and records accurately and fairly reflect in reasonable detail the financial condition and results of operations of the Corporation.  Corporation policies are intended to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the SEC and in the

 
6

 

Corporation’s public statements.  In furtherance of these requirements, employees must practice the following:

 
1.
No false, misleading or artificial entries shall be made on corporate books, records and reports for any reason.

 
2.
No undisclosed or unrecorded corporate funds or assets shall be established for any purpose.

 
3.
No payments from corporate funds or other assets shall be approved or be made with the intention or understanding that any part of such payment will be used for any purpose other than that described by the documents supporting the payment.  All payments must be supported with appropriately approved purchase orders, invoices or receipts, expense reports or other customary documents, all in accordance with established policy.

PART III

ADMINISTRATION AND WAIVERS

Administration

This Code will be administered and monitored by Timothy J. Cruciani.  General questions and requests for additional information on this Code should be directed to him at the telephone number or e-mail address in Part I.

Waivers

Any requests for waivers of the Code for employees who are not executive officers should be directed through your supervisor to the Chief Executive Officer.  Requests for waivers for directors and executive officers should be directed to the Board of Directors through the Corporate Secretary.  Only a majority of the Board of Directors may waive the applicability of the Code for a director or executive officer.  Any waiver granted to directors or executive officers, including the principal accounting officer, and the reasons for granting the waiver, and any change in the Code applicable to directors and executive officers, including the principal accounting officer, must be promptly disclosed to the public as required by law or the Nasdaq Stock Market.



 
7

 

EX-21 4 ex-21.htm ex-21.htm
EXHIBIT 21



 
Parent
   
 
   
   
 
Citizens Community Bancorp, Inc.
   
 
   
   
 
 
Subsidiaries (a)
 
 
Percentage of Ownership
 
Jurisdiction or State of
Incorporation
 
   
   
 
Citizens Community Federal
 
100%
 
Federal
___________________________
(a)           The operation of the Company's wholly owned subsidiaries is included in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report.



EX-23.1 5 ex23-1.htm ex23-1.htm
EXHIBIT 23.1




[LETTERHEAD OF WIPFLI, LLP]


CONSENT OF INDEPENDENT AUDITORS


Citizens Community Bancorp, Inc.
Eau Claire, Wisconsin


We consent to the incorporation by reference of our report dated December 6, 2007, with respect to the consolidated financial statements of Citizens Community Bancorp, Inc. for the year ended September 30, 2007, included in this annual report on Form 10-K, in the Registration Statement on Form S-8 pertaining to the Citizens Community Bancorp, Inc. 2004 Recognition and Retention Plan (File No. 333-128252) in the Registration Statement Form S-8 pertaining to the Citizens Community Bancorp, Inc. 2004 Stock Option and Incentive Plan (File No. 333-127996).

/s/ Wipfli, LLP
 
Wipfli, LLP
Eau Claire, Wisconsin
December 20, 2007



EX-31.1 6 ex31-1.htm ex31-1.htm
EXHIBIT 31.1

CERTIFICATION

I, James G. Cooley, certify that:

1)
I have reviewed this annual report on Form 10-K of Citizens Community Bancorp, Inc.;
 
2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4)
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5)
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date:
 
December 20, 2007
 
 
By:
 
  /s/ James G. Cooley                                   
James G. Cooley
President and Chief Executive Officer
(Principal Executive Officer)



EX-31.2 7 ex31-2.htm ex31-2.htm
EXHIBIT 31.2

CERTIFICATION

I, John D. Zettler, certify that:

1)
I have reviewed this annual report on Form 10-K of Citizens Community Bancorp, Inc.;
 
2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4)
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5)
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date:
 
December 20, 2007
 
 
By:
 
  /s/ John D. Zettler                                                     
John D. Zettler
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-32 8 ex-32.htm ex-32.htm
EXHIBIT 32




CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies in his capacity as an officer of Citizens Community Bancorp, Inc. (the "Company") that the Annual Report of the Company on Form 10-K for the fiscal year ended September  30, 2007 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.


 
Date:
 
December 20, 2007
 
   
 
By:
 
  /s/ James G. Cooley                                               
James G. Cooley
President and Chief Executive Officer
(Principal Executive Officer)


Date:
December 20, 2007
   
By:
  /s/ John D. Zettler                                                    
John D. Zettler
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)



 
 

 

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