UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period ended June 30, 1999
Commission File Number 333-10639
--------
DELPHOS CITIZENS BANCORP, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1840187
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
114 East 3rd Street, Delphos, Ohio 45833
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(419) 692-2010
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class: Outstanding at August 9, 1999
Common stock, $0.01 par value 1,668,192 common shares
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
INDEX
Page
----
PART I - FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Consolidated Statements of Financial Condition..................... 3
Consolidated Statements of Income.................................. 4
Consolidated Statements of Comprehensive Income.................... 5
Condensed Consolidated Statements of Cash Flows.................... 6
Notes to Consolidated Financial Statements ........................ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk....... 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 17
Item 2. Changes in Securities and Use of Proceeds....................... 17
Item 3. Defaults Upon Senior Securities................................. 17
Item 4. Submission of Matters to a Vote of Security Holders............. 17
Item 5. Other Information............................................... 17
Item 6. Exhibits and Reports on Form 8-K................................ 17
SIGNATURES .............................................................. 18
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2.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
- --------------------------------------------------------------------------------
Item 1. Financial Statements
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
<S><C>
ASSETS
Cash and due from banks $ 1,647,359 $ 1,193,373
Interest-bearing deposits in other banks 965,146 424,953
----------------- -----------------
Cash and cash equivalents 2,612,505 1,618,326
Mortgage-backed securities available for sale 2,129,711 4,600,317
Mortgage-backed securities held to maturity 7,242,674 9,004,455
Loans, net 109,791,385 98,485,733
Federal Home Loan Bank stock 1,063,600 921,600
Premises and equipment 671,128 656,229
Accrued interest receivable 557,837 505,510
Other assets 147,086 108,615
----------------- -----------------
Total assets $ 124,215,926 $ 115,900,785
================= =================
LIABILITIES
Deposits $ 77,777,924 $ 79,074,391
Federal Home Loan Bank advances 20,000,000 10,000,000
Escrow accounts 259,606 266,287
Accrued interest payable 31,095 38,682
Accrued expenses and other liabilities 512,923 461,527
----------------- -----------------
Total liabilities 98,581,548 89,840,887
----------------- -----------------
SHAREHOLDERS' EQUITY
Preferred Stock, authorized 1,000,000 shares, no shares
issued and outstanding - -
Common stock, $.01 par value, 4,000,000 shares authorized,
2,047,631 shares issued 20,476 20,476
Additional paid-in capital 20,028,498 19,968,236
Retained earnings, substantially restricted 15,160,629 14,166,061
Treasury stock, at cost (379,439 and 291,640 shares at
June 30, 1999 and September 30, 1998, respectively) (7,221,503) (5,637,646)
Unearned employee stock ownership plan shares (1,295,182) (1,367,136)
Unearned recognition and retention plan (1,029,034) (1,087,120)
Accumulated other comprehensive income (29,506) (2,973)
----------------- -----------------
Total shareholders' equity 25,634,378 26,059,898
----------------- -----------------
Total liabilities and shareholders' equity $ 124,215,926 $ 115,900,785
================= =================
</TABLE>
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See accompanying notes to consolidated financial statements.
3.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S><C>
INTEREST INCOME
Loans $ 1,989,802 $ 1,787,661 $ 5,836,706 $ 5,205,819
Mortgage-backed securities 174,810 243,083 583,179 772,159
FHLB stock dividends 16,482 15,454 49,880 46,206
Interest-bearing deposits 11,476 35,147 37,747 145,634
--------------- -------------- -------------- ---------------
Total interest income 2,192,570 2,081,345 6,507,512 6,169,818
--------------- -------------- -------------- ---------------
INTEREST EXPENSE
Deposits 887,213 961,484 2,757,285 2,922,283
FHLB advances 222,285 64,897 547,890 64,897
--------------- -------------- -------------- ---------------
Total interest expense 1,109,498 1,026,381 3,305,175 2,987,180
--------------- -------------- -------------- ---------------
NET INTEREST INCOME 1,083,072 1,054,964 3,202,337 3,182,638
Provision for loan losses 9,000 3,000 21,000 9,000
--------------- -------------- -------------- ---------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,074,072 1,051,964 3,181,337 3,173,638
--------------- -------------- -------------- ---------------
NONINTEREST INCOME
Service charges and fees 69,260 105,208 320,639 286,575
Gain on sale of real estate owned 8,532 - 8,532 -
Other noninterest income 11,333 12,741 34,475 39,011
--------------- -------------- -------------- ---------------
Total noninterest income 89,125 117,949 363,646 325,586
--------------- -------------- -------------- ---------------
NONINTEREST EXPENSE
Compensation and benefits 256,871 249,569 744,511 734,033
Occupancy and equipment 24,480 24,710 76,829 70,411
Deposit insurance 13,235 13,819 39,753 38,337
Franchise taxes 52,242 57,384 161,953 171,826
Other noninterest expense 151,505 136,951 512,208 469,482
--------------- -------------- -------------- ---------------
Total noninterest expense 498,333 482,433 1,535,254 1,484,089
--------------- -------------- -------------- ---------------
INCOME BEFORE INCOME TAX 664,864 687,480 2,009,729 2,015,135
Income tax expense 225,100 287,475 704,650 805,858
--------------- -------------- -------------- ---------------
NET INCOME $ 439,764 $ 400,005 $ 1,305,079 $ 1,209,277
=============== ============== ============= ===============
Earnings per share:
Basic $ .30 $ .24 $ .86 $ .70
============== ============== ============= ==============
Diluted $ .29 $ .23 $ .85 $ .69
============== ============== ============= ==============
</TABLE>
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See accompanying notes to consolidated financial statements.
4.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S><C>
NET INCOME $ 439,764 $ 400,005 $ 1,305,079 $ 1,209,277
Other comprehensive income, net of tax
Unrealized holding gains (losses) on securities
available for sale arising during the period (13,482) (11,412) (26,533) (9,674)
----------- ----------- ------------- --------------
COMPREHENSIVE INCOME $ 426,282 $ 388,593 $ 1,278,546 $ 1,199,603
=========== =========== ============= ==============
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------
1999 1998
---- ----
<S><C>
NET CASH FROM OPERATING ACTIVITIES $ 1,516,667 $ 1,287,717
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mortgage-backed securities available for sale - (4,698,308)
Proceeds from principal payments on mortgage-backed
securities available for sale 2,430,404 453,694
Proceeds from calls, maturities and principal payments on
mortgage-backed securities held to maturity 1,761,781 6,739,563
Loan originations net of principal payments on loans (11,326,652) (10,913,911)
Purchase of Federal Home Loan Bank stock (92,300) (40,900)
Purchases of premises and equipment (54,717) (41,413)
--------------- ----------------
Net cash from investing activities (7,281,484) (8,501,275)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (1,296,467) 1,983,047
Net change in mortgage escrow funds (6,681) 85,385
Net Federal Home Loan Bank advance proceeds 10,000,000 5,000,000
Cash dividends (310,511) (344,371)
Shares purchased under RRP (43,488) -
Purchase of treasury stock (1,583,857) (2,375,101)
--------------- ----------------
Net cash from financing activities 6,758,996 4,348,960
--------------- ----------------
Net change in cash and cash equivalents 994,179 (2,864,598)
Cash and cash equivalents at beginning of period 1,618,326 4,400,450
--------------- ----------------
Cash and cash equivalents at end of period $ 2,612,505 $ 1,535,852
=============== ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 3,312,762 $ 2,965,831
Income taxes 691,702 810,000
</TABLE>
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See accompanying notes to consolidated financial statements.
6.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: These interim consolidated financial statements are
prepared without audit and reflect all adjustments which, in the opinion of
management, are necessary to present fairly the financial position of Delphos
Citizens Bancorp, Inc. (Company) and its sole subsidiary, Citizens Bank of
Delphos (Bank), at June 30, 1999, and its results of operations and cash flows
for the periods presented. All such adjustments are normal and recurring in
nature. The accompanying consolidated financial statements do not purport to
contain all the necessary financial disclosures required by generally accepted
accounting principles that might otherwise be necessary in the circumstances.
The annual report for the Company for the year ended September 30, 1998,
contains consolidated financial statements and related notes that should be read
in conjunction with the accompanying unaudited consolidated financial
statements.
Effective November 20, 1996, Citizens Federal Savings & Loan Association
(Association) converted from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank (Citizens Bank of
Delphos) with the concurrent formation of a holding company (Delphos Citizens
Bancorp, Inc.). The conversion was accomplished through an amendment of the
Association's articles of incorporation and the sale of the Company's common
stock in an amount equal to the pro forma market value of the Association after
giving effect to the conversion.
Consolidation Policy: The consolidated financial statements include the accounts
of the Company and the Bank. All significant intercompany transactions and
balances have been eliminated.
Business Segment Information: The Company is engaged in the business of banking
with operations conducted through its office located in Delphos, Ohio. The
Company originates and holds primarily residential and consumer loans to
customers throughout the Allen and Van Wert County area in Northwest Ohio. The
Company's primary deposit products are interest-bearing checking and
certificates of deposit. There are no branch operations.
Use of Estimates in Preparation of Financial Statements: To prepare financial
statements in conformity with generally accepted accounting principals,
management makes estimates and assumptions based on available information. These
estimates and assumptions affect the amounts reported in the financial
statements and the disclosures provided, and future results could differ. The
allowance for loan losses, deferred tax assets, fair values of financial
instruments and the determination and carrying value of impaired loans are
particularly subject to change.
Income Taxes: Income tax expense is the sum of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized. Income tax
expense is based on the effective tax rate expected to be applicable for the
entire year.
Earnings Per Share: Basic earnings per share ("EPS") is based on net income
divided by the weighted average number of shares outstanding during the period.
Unreleased Employee Stock Ownership Plan ("ESOP") shares are not considered to
be outstanding for the purpose of determining the weighted average number of
shares used in earnings per share calculations. Recognition and Retention Plan
("RRP") shares are considered outstanding as they become vested. Diluted EPS
includes the dilutive effect of stock options granted and nonvested RRP shares
using the treasury stock method.
- --------------------------------------------------------------------------------
(Continued)
7.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The weighted average number of shares outstanding for basic and diluted earnings
per share computations were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S><C>
Weighted-average shares
outstanding - Basic 1,473,060 1,691,497 1,513,439 1,731,641
Effect of stock options 16,988 34,064 18,966 30,814
Effect of unearned RRP shares 7,070 - 8,264 -
--------------- -------------- -------------- ---------------
Weighted-average shares
outstanding - Diluted 1,497,118 1,725,561 1,540,669 1,762,455
=============== ============== ============== ===============
</TABLE>
Comprehensive Income: On October 1, 1998, the Company adopted Statement of
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
Comprehensive income consists of net income and other comprehensive income.
Other comprehensive income includes unrealized gains and losses on securities
available for sale that is also recognized as a separate component of equity.
SFAS No. 130 first applies for fiscal years beginning after December 15, 1997,
with prior information restated to be comparable.
NOTE 2 - MORTGAGE-BACKED SECURITIES
The amortized cost and estimated fair values of mortgage-backed securities were
as follows:
<TABLE>
<CAPTION>
June 30, 1999
----------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
---- ----- ---- -----
<S><C>
AVAILABLE FOR SALE:
Ginnie Mae Certificates $ 624,423 $ 3,255 (10,990) $ 616,688
Fannie Mae Certificates 1,549,994 - $ (36,971) 1,513,023
--------------- -------------- --------------- ---------------
2,174,417 3,255 (47,961) 2,129,711
HELD TO MATURITY:
Ginnie Mae Certificates 7,183,754 162,944 (24,280) 7,322,418
Freddie Mac Certificates 58,920 2,318 - 61,238
--------------- -------------- --------------- ---------------
7,242,674 165,262 (24,280) 7,383,656
--------------- -------------- --------------- ---------------
Total $ 9,417,091 $ 168,517 $ (72,241) $ 9,513,367
=============== ============== =============== ===============
</TABLE>
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(Continued)
8.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 2 - MORTGAGE-BACKED SECURITIES (Continued)
<TABLE>
<CAPTION>
September 30, 1998
----------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
---- ----- ---- -----
<S><C>
AVAILABLE FOR SALE:
Ginnie Mae Certificates $ 690,113 $ 21,140 - $ 711,253
Fannie Mae Certificates 3,914,708 - $ (25,644) 3,889,064
--------------- -------------- --------------- ---------------
4,604,821 21,140 (25,644) 4,600,317
HELD TO MATURITY:
Ginnie Mae Certificates 8,896,968 359,445 - 9,256,413
Freddie Mac Certificates 107,487 4,874 - 112,361
--------------- -------------- --------------- ---------------
9,004,455 364,319 - 9,368,774
--------------- -------------- --------------- ---------------
Total $ 13,609,276 $ 385,459 $ (25,644) $ 13,969,091
=============== ============== =============== ===============
</TABLE>
There were no sales of mortgage-backed securities during the three and nine
months ended June 30, 1999 or 1998.
NOTE 3 - LOANS
Loans were as follows:
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
---- ----
<S><C>
Real estate loans
1-4 family $ 98,177,403 $ 87,613,784
Multi-family 2,227,469 1,880,756
Commercial real estate 6,240,164 6,958,869
Construction and land 5,437,983 6,119,065
--------------- ----------------
112,083,019 102,572,474
Less:
Mortgage loans in process (4,764,679) (6,215,469)
Net deferred loan origination fees (29,066) (51,075)
--------------- ----------------
107,289,274 96,305,930
--------------- ----------------
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
9.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS (Continued)
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
---- ----
<S><C>
Consumer and other loans
Manufactured homes 111,208 113,623
Home equity loans 1,687,211 1,061,317
Unsecured loans 142,738 268,197
Other consumer loans 696,615 863,100
--------------- ----------------
2,637,772 2,306,237
Less:
Nonmortgage loans in process (1,693) (8,074)
--------------- ----------------
2,636,079 2,298,163
--------------- ----------------
Less: Allowance for loan losses (133,968) (118,360)
--------------- ----------------
$ 109,791,385 $ 98,485,733
=============== ================
</TABLE>
Activity in the allowance for loan losses was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
<S><C>
Beginning balance 124,968 112,360 118,360 106,360
Provision for loan losses 9,000 3,000 21,000 9,000
Recoveries - - -
Charge-offs - - (5,392) -
--------------- -------------- -------------- ---------------
Ending balance 133,968 115,360 133,968 115,360
=============== ============== ============== ===============
</TABLE>
Loans considered impaired within the scope of SFAS No. 114 were not significant
at June 30, 1999 and September 30, 1998, and during the three and nine months
ended June 30, 1999 and 1998.
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10.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discusses the financial condition of the Company as of June 30,
1999, as compared to September 30, 1998, and the results of operations for the
three and nine month periods ended June 30, 1999, compared with the same periods
in 1998. This discussion should be read in conjunction with the interim
financial statements and footnotes included herein.
FORWARD LOOKING STATEMENTS
When used in this document, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected," or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including charges in
economic conditions in the Bank's market area, change in policies by regulatory
agencies, fluctuations in interest rates, demand from historical earnings and
those presently anticipated or projected. Factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any statements expressed with respect
to future periods.
The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward looking statements to reflect events of
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
ANALYSIS OF FINANCIAL CONDITION
The Company's assets totaled $124.2 million at June 30, 1999, an increase of
$8.3 million, or 7.2%, from $115.9 million at September 30, 1998. The growth in
assets was primarily in loans partly offset by a decrease in securities. Such
growth was funded by borrowed funds and the decrease in securities.
At June 30, 1999, the Company's mortgage-backed securities portfolio was
comprised of Ginnie Mae, Fannie Mae and Freddie Mac fixed and adjustable rate
securities. The net unrealized gain on these securities totaled $96,276 at June
30, 1999. Approximately 23% of the mortgage-backed securities portfolio was
classified as available for sale. The remainder of the mortgage-backed
securities portfolio was classified as held to maturity as the Company does not
anticipate the need to sell these securities due to the Company's liquidity
position and ability to obtain alternative sources of funds through the use of
Federal Home Loan Bank (FHLB) borrowings. Management's strategy emphasizes
investment in mortgage-backed securities guaranteed by U.S. government agencies
in order to minimize credit risk.
Net loans increased $11.3 million, or 11.5%, from $98.5 million at September 30,
1998 to $109.8 million at June 30, 1999. The growth in loans was primarily in
1-4 family real estate loans, which increased $10.6 million, or 12.1%, during
the period. Much of the growth occurred during the first two quarters of 1999
resulting from customers refinancing their higher rate loans during a lower
interest rate period. As interest rates have increased since March 31, 1999,
growth has slowed. Changes in other types of loans were not significant.
- --------------------------------------------------------------------------------
(Continued)
11.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Total deposits decreased $1.3 million, or 1.6%, from $79.1 million at September
30, 1998 to $77.8 million at June 30, 1999. The decrease primarily resulted from
a decrease in certificates of deposit of $2.4 million partially offset by an
increase in savings accounts of $1.2 million.
Borrowings from the FHLB totaled $20.0 million at June 30, 1999, an increase of
$10.0 million from September 30, 1998. Management has increased its use of FHLB
advances as an alternative source of funds in order to continue to meet loan
demand and greater leverage the capital of the Company.
Shareholders' equity totaled $25.6 million at June 30, 1999, a decrease of
$426,000 from $26.1 million at September 30, 1998. Equity as a percentage of
assets decreased slightly from 22.5% at September 30, 1998 to 20.6% at June 30,
1999. The decrease was primarily the result of the Company purchasing 87,799
shares of its common stock on the secondary market.
RESULTS OF OPERATIONS
Operating results of the Company are affected by general economic conditions,
monetary and fiscal policies of federal agencies and policies of agencies
regulating financial institutions. The Company's cost of funds is influenced by
interest rates on competing investments and general market rates of interest.
Lending activities are influenced by demand for real estate loans and other
types of loans which, in turn, is affected by the interest rates at which such
loans are made, general economic conditions and availability of funds for
lending activities.
The Company's net income is primarily dependent on its net interest income (the
difference between interest income generated on interest-earning assets and
interest expense incurred on interest-bearing liabilities). Net income is also
affected by provisions for loan losses, service charges, gains on sale of assets
and other income, noninterest expense and income taxes. The Company's net income
of $440,000 and $1,305,000 for the three and nine months ended June 30, 1999 was
comparable to the same periods in the prior year.
Net interest income is the largest component of the Company's income and is
affected by the interest rate environment and volume and composition of
interest-earning assets and interest-bearing liabilities. Net interest income
totaled $1,083,000 and $3,202,000 for the three and nine months ended June 30,
1999, compared to $1,055,000 and $3,183,000 for the same periods in 1998. The
Company remains liability sensitive, whereby its interest-bearing liabilities
will generally reprice more quickly than its interest-earning assets. Therefore,
the Company's net interest margin will generally increase in periods of falling
interest rates in the market and will decrease in periods of increasing interest
rates. Accordingly, in a rising interest rate environment, the Company may need
to increase rates to attract and retain deposits. Due to the negative gap
position, the rise in interest rates may not have such an immediate impact on
interest-earning assets. This lag could negatively affect net interest income.
Interest and fees on loans totaled $1,990,000 and $5,837,000 for the three and
nine months ended June 30, 1999, compared to $1,788,000 and $5,206,000 for the
three and nine months ended June 30, 1998. Such increase in interest income was
due to higher average loan balances related to the origination of new 1-4 family
real estate loans.
- --------------------------------------------------------------------------------
(Continued)
12.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Interest and dividends on securities totaled $203,000 and $671,000 for the three
and nine months ended June 30, 1999, compared to $294,000 and $964,000 for the
same periods in 1998. The decrease was primarily due to a decrease in the volume
of securities since the prior period as the majority of the proceeds from
principal payments have been reinvested in higher yielding loans.
Interest on deposits totaled $887,000 and $2,757,000 for the three and nine
months ended June 30, 1999, and $961,000 and $2,922,000 for the three and nine
months ended June 30, 1998. The decrease resulted from a decrease in the average
cost of funds.
Interest on FHLB advances was $222,000 and $548,000 for the three and nine
months ended June 30, 1999 compared to $65,000 for the three and nine months
ended June 30, 1998. The Company began using FHLB advances to fund loan growth
subsequent to June 30, 1998, therefore increasing the Company's cost of funds.
The provision for loan losses totaled $9,000 and $21,000 during the three and
nine months ended June 30, 1999, compared to $3,000 and $9,000 for the same
periods in 1998, respectively. The provision for loan losses is based on
management's assessment of risk factors affecting the allowance for loan losses.
The allowance for loan losses was approximately .12% of loans, net of deferred
and unearned income, as of June 30, 1999 and September 30, 1998. Management
believes the allowance for loan loss is adequate to absorb potential losses;
however, future additions to the allowance may be necessary based on changes in
economic conditions.
Noninterest income totaled $89,000 and $364,000 for the three and nine months
ended June 30, 1999, compared to $118,000 and 326,000 for the three and nine
months ended June 30, 1998. The increase was primarily the result of increased
service charges and fees on loan accounts for the nine months ended June 30,
1999.
Noninterest expense totaled $498,000 and $1,535,000 for the three and nine
months ended June 30, 1999, compared to $482,000 and 1,484,000 for the same
periods in 1998. The Company experienced increases in most of the components on
noninterest expense; however, no single component made up a significant portion
of the increase.
The change in income tax expense is primarily attributable to the change in net
income before income taxes. Income tax expense totaled $225,000 and $705,000, or
an effective rate of 33.9% and 35.1%, for the three and nine months ended June
30, 1999, compared to $287,000 and $806,000, or an effective rate of 41.8% and
40.0% for the three and nine months ended June 30, 1998.
LIQUIDITY
Federally insured banks are required to maintain minimum levels of liquid
assets. The Bank is currently required to maintain an average daily balance of
liquid assets of at least 4% of the sum of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less. At
June 30, 1999, the Bank complied with this requirement with a liquidity ratio of
12.5%. Management considers this liquidity position adequate to meet its
expected needs for the foreseeable future.
- --------------------------------------------------------------------------------
(Continued)
13.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
CAPITAL RESOURCES
Savings institutions insured by the Federal Deposit Insurance Corporation are
required by federal law to meet three regulatory capital requirements. If a
requirement is not met, regulatory authorities may take legal or administrative
actions, including restrictions on growth or operations or, in extreme cases,
placing the institution in receivership or conservatorship.
The following table presents the Bank's compliance with its capital requirements
at June 30, 1999:
(Dollars in thousands)
<TABLE>
<CAPTION>
Tangible Capital Core Capital Risk Based Capital
---------------- ------------ ------------------
Amount % Amount % Amount %
------ - ------ - ------ -
<S><C>
Actual $ 13,850 11.2% $ 13,850 11.2% $ 13,984 21.0%
Required 1,864 1.5 3,727 3.0 5,331 8.0
-------------- ------- --------------- ------- -------------- --------
Excess $ 11,986 9.7% $ 10,123 8.2% $ 8,653 13.0%
============== ======= =============== ======= ============== ========
</TABLE>
The Bank's tangible and core capital consists solely of shareholders' equity.
Risk based capital consists of core capital plus general loan loss allowances
less certain assets required to be deducted.
At June 30, 1999, the Bank was considered well capitalized under Prompt
Corrective Action Regulations.
YEAR 2000
The Year 2000 issue is the result of many computer programs being written using
two digits rather than four to define an applicable year. The Company's
hardware, data-driven automated equipment, or computer programs that have date
sensitive software, may recognize a date using "00" as the year 1900 rather than
the Year 2000. This faulty recognition could result in a system failure or
miscalculation causing disruptions of operations, including, among other things,
a temporary inability to process transactions or engage in normal business
activities.
The Company has conducted a comprehensive review of all of its information
technology and noninformation technology systems to identify potential Year 2000
problems and in the process has identified mission critical applications. An
application, system or vendor is considered mission critical if it is vital to
the successful continuance of core business activity or is an application that
interfaces with a mission critical system. The Company evaluated its Year 2000
preparedness based on the guidelines issued by the Federal Financial
Institutions Examination Council (FFIEC) outline. The following five phases were
identified by the FFIEC: Awareness, Assessment, Renovation, Validation and
Implementation. All of these phases had been completed as of June 30, 1999.
Year 2000 compliance testing for the Company's primary outsourced information
systems application was completed during August 1998. Based on this testing,
management believes that this system is Year 2000 ready.
- --------------------------------------------------------------------------------
(Continued)
14.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
The Company has developed and approved their contingency plan. Pursuant to the
contingency plan a paper copy of all information for all mission critical
operations will be made prior to December 31, 1999. Paper copies will be made at
two different times to insure that any Year 2000 related problems that arise do
not interfere with the production or accuracy of the information. This paper
accounting will allow us to manually post any transactions made to a customer's
account during any "down" time. Mission critical operations are defined as
savings deposit and withdrawals, loan payments, cash ordering with the Federal
Reserve Bank, and maintaining our settlement account. The back up plan
will be tested in September, 1999. The company currently anticipates that it
will spend approximately $60,000 related to Year 2000 issues. At this time,
management does not believe that there will be a significant negative impact to
earnings due to this issue. The Year 2000 problem could have a material impact
on the operation of the Company if not properly addressed, but management
anticipates that the issues or problems arising from or related to the Year 2000
will be resolved and thus will not have a significant impact on the Company's
delivery of products and services, or its core operations. The Bank continues to
work on informing their customers of the Bank's preparedness. An awareness
campaign was held in the month of July re-affirming the Bank is prepared for the
Year 2000. Another awareness campaign will be held in October. In addition, the
Bank intends to maintain additional cash reserves during the latter part of 1999
to meet any increased customer needs.
- --------------------------------------------------------------------------------
15.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes in the quantitative and qualitative
disclosures about market risk as of June 30, 1999, from that presented in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1998.
- --------------------------------------------------------------------------------
16.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1 - Legal Proceedings
-----------------
None
Item 2 - Changes in Securities and Use of Proceeds
-----------------------------------------
None
Item 3 - Defaults Upon Senior Securities
-------------------------------
None
Item 4 - Submission of Matter to a Vote of Security Holders
--------------------------------------------------
None
Item 5 - Other Information
-----------------
None
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of Delphos Citizens
Bancorp, Inc. (1)
3.2 Bylaws of Delphos Citizens Bancorp, Inc. (1)
4.0 Stock Certificate of Delphos Citizens Bancorp, Inc. (1)
27 Financial Data Schedule (2)
(b) No current reports on Form 8-K were filed by the Company
during the quarter ended June 30, 1999.
(1) Incorporated herein by reference from the Exhibits to the
Registration Statement on Form S-1, as amended, filed on
August 22, 1996, Registration No. 333-10639
(2) Filed only in electronic format pursuant to Item 601(b)(27)
of Regulation S-K.
- --------------------------------------------------------------------------------
17.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
SIGNATURES
Pursuant to the requirement 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.
DELPHOS CITIZENS BANCORP INC.
(Registrant)
Date: August 16, 1999 /s/Joseph R. Reinemeyer
------------------------------ -------------------------------------
Joseph R. Reinemeyer
President and Chief Executive Officer
(Principal Executive Officer)
- --------------------------------------------------------------------------------
18.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION QUARTERLY REPORT ON FORM
10-Q FOR THE FISCAL QUARTER IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH A
LEGEND
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 1,647,359
<INT-BEARING-DEPOSITS> 965,146
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,129,711
<INVESTMENTS-CARRYING> 7,242,674
<INVESTMENTS-MARKET> 7,383,656
<LOANS> 109,791,385
<ALLOWANCE> 133,968
<TOTAL-ASSETS> 124,215,926
<DEPOSITS> 77,777,924
<SHORT-TERM> 10,000,000
<LIABILITIES-OTHER> 803,624
<LONG-TERM> 10,000,000
0
0
<COMMON> 20,476
<OTHER-SE> 25,613,902
<TOTAL-LIABILITIES-AND-EQUITY> 124,215,926
<INTEREST-LOAN> 5,836,706
<INTEREST-INVEST> 620,926
<INTEREST-OTHER> 49,880
<INTEREST-TOTAL> 6,507,512
<INTEREST-DEPOSIT> 2,757,285
<INTEREST-EXPENSE> 3,305,175
<INTEREST-INCOME-NET> 3,202,337
<LOAN-LOSSES> 21,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,535,254
<INCOME-PRETAX> 2,009,729
<INCOME-PRE-EXTRAORDINARY> 1,305,079
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,305,079
<EPS-BASIC> .86
<EPS-DILUTED> .85
<YIELD-ACTUAL> 3.68
<LOANS-NON> 0
<LOANS-PAST> 301,581
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 118,360
<CHARGE-OFFS> 5,392
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 133,968
<ALLOWANCE-DOMESTIC> 133,968
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 15,000
</TABLE>
