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 March 31, 1999
Commission File Number 0-28786
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)
(419) 692-2010
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date.
Class: Outstanding at May 10, 1999
Common stock, $0.01 par value 1,668,192 common shares
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 1999
Part I - Financial Information
<TABLE>
<CAPTION>
Page
<S><C>
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition as of March 31, 1999 and
September 30, 1998............................................................... 3
Consolidated Statements of Income for the three and six months ended
March 31, 1999 and 1998.......................................................... 4
Consolidated Statements of Comprehensive Income for the three and six months
ended March 31, 1999 and 1998.................................................... 5
Condensed Consolidated Statements of Cash Flows for the six
months ended March 31, 1999 and 1998............................................. 6
Notes to Consolidated Financial Statements ........................................ 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................... 12
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................... 16
Part II - Other Information
OTHER INFORMATION ............................................................................... 17
SIGNATURES ..................................................................................... 18
</TABLE>
2.
<PAGE>
PART I. FINANCIAL INFORMATION
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
- --------------------------------------------------------------------------------------------------------------
<S><C>
ASSETS
Cash and due from banks $ 1,545,598 $ 1,193,373
Interest-bearing deposits in other banks 796,987 424,953
------------- -------------
Cash and cash equivalents 2,342,585 1,618,326
Mortgage-backed securities available for sale 2,517,212 4,600,317
Mortgage-backed securities held to maturity 7,729,764 9,004,455
Loans receivable, net 105,952,624 98,485,733
Federal Home Loan Bank stock 954,900 921,600
Premises and equipment 684,240 656,229
Accrued interest receivable 522,376 505,510
Real estate owned 46,467 -
Other assets 138,532 108,615
------------- -------------
Total assets $ 120,888,700 $ 115,900,785
============= =============
LIABILITIES
Deposits $ 79,647,315 $ 79,074,391
Federal Home Loan Bank Advances 15,000,000 10,000,000
Escrow accounts 283,696 266,287
Accrued interest payable 30,233 38,682
Accrued expenses and other liabilities 458,009 461,527
------------- -------------
Total liabilities 95,419,253 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 20,005,712 19,968,236
Retained earnings, substantially restricted 14,820,957 14,166,061
Treasury stock, at cost (367,039 and 291,640 shares at
March 31, 1999 and September 30, 1998, respectively) (7,023,103) (5,637,646)
Unearned employee stock ownership plan shares (1,319,167) (1,367,136)
Unearned recognition and retention plan (1,019,404) (1,087,120)
Accumulated other comprehensive income (16,024) (2,973)
------------ ------------
Total shareholders' equity 25,469,447 26,059,898
------------ ------------
Total liabilities and shareholders' equity $120,888,700 $115,900,785
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
- -------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------
<S><C>
INTEREST INCOME
Loans $ 1,938,092 $ 1,710,149 $ 3,846,904 $ 3,418,158
Mortgage-backed securities 205,483 234,431 408,369 529,076
FHLB stock dividends 16,557 15,515 33,398 30,752
Interest-bearing deposits 13,294 67,513 26,271 110,487
------------ ------------ ------------ -----------
Total interest income 2,173,426 2,027,608 4,314,942 4,088,473
------------ ------------ ------------ -----------
INTEREST EXPENSE
Deposits 917,629 972,991 1,870,072 1,960,799
FHLB advances 174,340 - 325,605 -
------------ ------------ ------------ -----------
Total interest expense 1,091,969 972,991 2,195,677 1,960,799
------------ ------------ ------------ -----------
NET INTEREST INCOME 1,081,457 1,054,617 2,119,265 2,127,674
Provision for loan losses 9,000 3,000 12,000 6,000
------------ ------------ ------------ -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,072,457 1,051,617 2,107,265 2,121,674
------------ ------------ ------------ -----------
NONINTEREST INCOME
Service charges and fees 104,497 106,161 251,379 181,367
Other noninterest income 11,488 12,123 23,142 26,270
------------ ------------ ------------ -----------
Total noninterest income 115,985 118,284 274,521 207,637
------------ ------------ ------------ -----------
NONINTEREST EXPENSE
Compensation and benefits 223,844 231,890 487,640 484,464
Occupancy and equipment 31,646 26,018 52,349 45,701
Deposit insurance 13,567 12,146 26,518 24,518
Franchise taxes 52,241 57,384 109,711 114,442
Other noninterest expense 203,608 187,954 360,703 332,531
------------ ------------ ------------ -----------
Total noninterest expense 524,906 515,392 1,036,921 1,001,656
------------ ------------ ------------ -----------
INCOME BEFORE INCOME TAX 663,536 654,509 1,344,865 1,327,655
Income tax expense 239,900 244,978 479,550 518,383
------------ ------------ ------------ -----------
NET INCOME $ 423,636 $ 409,531 $ 865,315 $ 809,272
========== ============ =========== ============
Earnings per share:
Basic $ .28 $ .24 $ .56 $ .47
========== ============ ============ ============
Diluted $ .28 $ .24 $ .56 $ .46
========== ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
- ---------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------
<S><C>
NET INCOME $ 423,636 $ 409,531 $ 865,315 $ 809,272
Other comprehensive income, net of tax
Unrealized gain (loss) on securities
available for sale arising during
the period 1,839 (2,409) (13,051) 1,738
----------- ----------- ----------- ----------
COMPREHENSIVE INCOME $ 425,475 $ 407,122 $ 852,264 $ 811,010
=========== =========== =========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
- --------------------------------------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------------------------------------
<S><C>
NET CASH FROM OPERATING ACTIVITIES $ 971,856 $ 718,576
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 2,063,330 15,152
Proceeds from calls, maturities and principal payments on
mortgage-backed securities held to maturity 1,274,691 6,110,947
Loan originations net of principal payments on loans (7,525,358) (6,917,669)
Purchases of premises and equipment (54,717) (16,518)
------------ ------------
Net cash from investing activities (4,242,054) (5,506,396)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 572,924 1,530,524
Net increase in mortgage escrow funds 17,409 21,155
Net FHLB advance proceeds 5,000,000 4,000,000
Cash dividends (210,419) (232,386)
Purchase of treasury stock (1,385,457) (1,373,851)
------------ ------------
Net cash from financing activities 3,994,457 3,945,442
------------ ------------
Net change in cash and cash equivalents 724,259 (842,378)
Cash and cash equivalents at beginning of period 1,618,326 4,400,450
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,342,585 $ 3,558,072
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest $ 2,204,126 $ 1,979,858
Income taxes 476,702 625,000
</TABLE>
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 March 31, 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: In preparing financial
statements, management must make estimates and assumptions. These estimates and
assumptions affect the amounts reported for assets, liabilities, revenues and
expenses as well as affecting the disclosures provided. Future results could
differ from current estimates.
Areas involving the use of management's estimates and assumptions primarily
include the allowance for loan losses, the realization of deferred tax assets,
fair value of certain securities and the determination and carrying value of
impaired loans.
Securities: The Company classifies securities as held to maturity, trading or
available for sale. Securities classified as held to maturity are those that
management has the positive intent and ability to hold to maturity. Securities
held to maturity are stated at cost, adjusted for amortization of premiums and
accretion of discounts.
Securities classified as available for sale are those that management intends to
sell or that could be sold for liquidity, investment management, or similar
reasons, even if there is not a present intention for such a sale. Securities
available for sale are carried at fair value with unrealized gains and losses
included as a separate component of shareholders' equity, net of tax. Gains or
losses on dispositions are based on net proceeds and the adjusted carrying
amount of securities sold, using the specific identification method.
(Continued)
7.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loans Receivable: Loans receivable are stated at unpaid principal balances, less
the allowance for loan losses, and net deferred loan origination fees. The
allowance for loan losses is increased by charges to income and decreased by
charge-offs (net of recoveries). Management's periodic evaluation of the
adequacy of the allowance is based on the Company's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the collateral and current economic conditions.
Uncollectible interest on loans that are contractually past due is charged off,
or an allowance is established based on management's periodic evaluation. The
allowance is established by a charge to interest income equal to all interest
previously accrued and unpaid, and income is subsequently recognized only to the
extent that cash payments are received until, in management's judgment, the
borrower demonstrates the ability to make periodic interest payments in which
case the loan is returned to accrual status.
In accordance with SFAS No.114, certain loans considered to be impaired, as
identified according to internal loan review standards, are reduced to the
present value of expected future cash flows or to the fair value of collateral
by allocating a portion of the allowance for loan losses to such loans.
Allocations that require an increase in the allowance for loan losses are
reported as a provision for loan losses charged to operations.
Management analyzes loans on an individual basis and classifies a loan as
impaired when an analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate to meet its debt
service requirements. Often this is associated with a delay or shortfall in
payments of 30 days or more. Smaller balance homogeneous loans are evaluated for
impairment in total. Such loans include residential first mortgage loans secured
by one- to four-family residences, residential construction loans, home equity,
and other consumer loans, with balances less than $200,000. Loans are generally
considered for nonaccrual status when 90 days or more past due. These loans may
also be considered impaired.
Impaired loans, or portions thereof, are charged off when deemed uncollectible.
The nature of the disclosures for impaired loans is considered generally
comparable to prior nonaccrual loans and nonperforming and past-due asset
disclosures. The adoption of SFAS No. 114 had no impact on the comparability of
the March 31, 1999 or September 30, 1998 allowance for loan losses to prior
periods.
Loan Fees and Costs: Loan fees and costs are deferred, and are recognized as an
adjustment to interest income using the interest method over the contractual
life of the loans, adjusted for estimated prepayments based on the Company's
historical prepayment experience.
Other Real Estate: Other real estate owned is recorded at the lower of cost or
fair value, less estimated costs to sell. Any reduction in fair value is
reflected in a valuation allowance account established by a charge to income.
Costs incurred to carry the real estate are charged to expense.
Premises and Equipment: Land is carried at cost. Buildings, furniture and
fixtures and equipment are carried at cost, less accumulated depreciation.
Buildings, furniture and fixtures and equipment are depreciated using
straight-line and accelerated methods over the estimated useful lives of the
respective assets, which range from five to forty years.
(Continued)
8.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes: The Company follows the liability method in accounting for income
taxes. The liability method provides that deferred tax assets and liabilities
are recorded based on the difference between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as "temporary differences."
Statement of Cash Flows: For purposes of this statement, cash and cash
equivalents are defined to include the Company's cash on hand, due from banks
and interest-bearing deposits in other banks. The Company reports net cash flows
for customer loan transactions, deposit transactions and interest-bearing
deposits made with other financial institutions.
Earnings Per Share: Basic earnings per common share for the three months ended
March 31, 1999 and 1998 was based on earnings for the three months then ended,
divided by the weighted average number of common shares outstanding for the
period. Diluted earnings per common share represents the additional dilution
related to the stock options. The basic and diluted weighted average shares
outstanding were 1,518,225 and 1,538,804, respectively for the three months
ended March 31, 1999 and 1,533,628 and 1,554,246, respectively for the six
months ended March 31, 1999. The basic and diluted weighted average shares
outstanding were 1,739,189 and 1,775,701, respectively for the three months
ended March 31, 1998 and 1,751,713 and 1,781,121, respectively for the six
months ended March 31, 1998.
NOTE 2 -MORTGAGE-BACKED SECURITIES
The carrying values and estimated fair values of mortgage-backed securities are
summarized as follows:
<TABLE>
<CAPTION>
March 31, 1999
--------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
- ----------------------------------------------------------------------------------------------------------
<S><C>
MORTGAGE-BACKED SECURITIES
AVAILABLE FOR SALE:
Ginnie Mae Certificates $ 627,029 $ 9,009 (145) $ 635,893
Fannie Mae Certificates 1,914,462 - $ (33,143) 1,881,319
------------- ------------ ----------- -------------
2,541,491 9,009 (33,288) 2,517,212
MORTGAGE-BACKED SECURITIES
HELD TO MATURITY:
Ginnie Mae Certificates 7,664,282 242,317 - 7,906,599
Freddie Mac Certificates 65,482 - - 65,482
------------- ------------ ----------- -------------
7,729,764 242,317 - 7,972,081
------------- ------------ ----------- -------------
Total mortgage-backed
securities $ 10,271,255 $ 251,326 $ (33,288) $ 10,489,293
============= ============ =========== =============
</TABLE>
(Continued)
9.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 -MORTGAGE-BACKED SECURITIES
<TABLE>
<CAPTION>
September 30, 1998
------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
- ------------------------------------------------------------------------------------------------------------
<S><C>
MORTGAGE-BACKED SECURITIES
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
MORTGAGE-BACKED SECURITIES
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 mortgage-backed
securities $ 13,609,276 $ 385,459 $ (25,644) $ 13,969,091
============= ============ =========== =============
</TABLE>
There were no sales of mortgage-backed securities during the three and six
months ended March 31, 1999 or 1998.
NOTE 3 - LOANS RECEIVABLE
Loans receivable are summarized as follows:
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
- -------------------------------------------------------------------------------------------------------------
<S><C>
Real estate loans
One- to four-family $ 95,834,560 $ 87,613,784
Multi-family 2,307,014 1,880,756
Commercial real estate 6,228,525 6,958,869
Construction and land 4,299,418 6,119,065
------------ ------------
108,669,517 102,572,474
Less:
Mortgage loans in process (4,922,606) (6,215,469)
Net deferred loan origination fees (31,281) (51,075)
------------ ------------
103,715,630 96,305,930
------------ ------------
</TABLE>
(Continued)
10.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - LOANS RECEIVABLE (Continued)
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
- -------------------------------------------------------------------------------------------------------------
<S><C>
Consumer and other loans
Manufactured homes 114,361 113,623
Home equity loans 1,379,600 1,061,317
Unsecured loans 159,718 268,197
Other consumer loans 714,498 863,100
------------ ------------
2,368,177 2,306,237
Less:
Nonmortgage loans in process (6,215) (8,074)
------------ ------------
2,361,962 2,298,163
------------ ------------
Less: Allowance for loan losses (124,968) (118,360)
------------ ------------
$105,952,624 $ 98,485,733
============ ============
</TABLE>
Activity in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
- ----------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------
<S><C>
Beginning balance 121,360 109,360 118,360 106,360
Provision for loan losses 9,000 3,000 12,000 6,000
Recoveries - - - -
Charge-offs (5,392) - (5,392) -
---------- ---------- ---------- ---------
Ending balance 124,968 112,360 124,968 112,360
========== ========== ========== =========
</TABLE>
As of and for the periods ended March 31, 1999 and September 30, 1998, there
were no impaired loans.
11.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion compares the financial condition of Delphos Citizens
Bancorp, Inc. (Company) and its sole subsidiary, Citizens Savings Bank (Bank) at
March 31, 1999 to September 30, 1998 and the results of operations for the three
and six months ended March 31, 1999 and 1998. This discussion should be read in
conjunction with the interim financial statements and footnotes included herein.
FINANCIAL CONDITION
The Company's assets totaled $120.89 million at March 31, 1999, an increase of
$4.99 million, or 4.3%, from $115.90 million at September 30, 1998. The growth
in assets was primarily in cash and cash equivalents and loans partly offset by
a decrease in securities. Such growth was funded by increased deposits and
borrowed funds.
Cash and cash equivalents increased $725,000 to $2.34 million at March 31, 1999
compared to $1.62 million at September 30, 1998.
At March 31, 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 $218,000 at
March 31, 1999. Approximately 25% 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) borrowing. Management's strategy emphasizes
investment in mortgage-backed securities guaranteed by U.S. government agencies
in order to minimize credit risk.
Loans receivable increased $7.47 million, or 7.6%, from $98.49 million at
September 30, 1998 to $105.95 million at March 31, 1999. The growth in loans was
primarily in one- to four-family real estate loans, which increased $8.22
million, or 9.4%, during the period. As interest rates have decreased slightly
since September 30, 1998, much of the growth in one- to four-family real estate
loans is the result of customers refinancing their higher-rate loans.
Construction and land loans decreased $1.82 million as loans were converted to
more permanent financing upon completion of construction. Changes in other types
of loans were not significant.
Total deposits increased $573,000, or .7%, from $79.07 million at September 30,
1998 to $79.65 million at March 31, 1999. The borrowings from the FHLB totaled
$15.00 million at March 31, 1999, an increase of $5.00 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 $25.47 million at March 31, 1999, a decrease of
$591,000 from $26.06 million at September 30, 1998. Equity as a percentage of
assets decreased slightly from 22.48% at September 30, 1998 to 21.07% at March
31, 1999. The decrease was primarily the result of the Company purchasing 75,399
shares of its common stock on the secondary market.
(Continued)
12.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Operating results of the Company are affected by 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 $424,000 and $865,000 for the three and six months
ended March 31, 1999 represented increases of $14,000 and $56,000 in net income
compared to the three and six months ended March 31, 1998. The increase in net
income for the three months ended March 31, 1999 resulted from a $26,000
increase in net interest income which was partially offset by the $10,000
increase in noninterest expense for the three months ended March 31, 1999. The
increase in net income for the six months ended March 31, 1999 was primarily a
result of an increase in noninterest income of $67,000 and a decrease in income
taxes of $38,000, partly offset by an increase in noninterest expense of 35,000.
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 $1,081,000 and $2,119,000 for the three and six months ended March 31,
1999, compared to $1,055,000 and $2,128,000 for the same periods in 1998. The
decrease in net interest income for the six months ended March 31, 1999 was
primarily due to the decrease in yields on interest-earning assets and the use
of higher cost FHLB advances to fund loan growth. 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. During the first quarter
of fiscal 1999, the Board of Governors of the Federal Reserve System decreased
the discount rate by 50 basis points, which has led to a general decrease in
deposit and loan rates offered by many financial institutions.
Interest and fees on loans totaled $1,938,000 and $3,847,000 for the three and
six months ended March 31, 1999, compared to $1,710,000 and $3,418,000 for the
three and six months ended March 31, 1998. Such increase in interest income was
due to higher average loan balances related to the origination of new one- to
four-family real estate loans.
(Continued)
13.
<PAGE>
Interest and dividends on securities totaled $235,000 and $468,000 for the three
and six months ended March 31, 1999 compared to $317,000 and $670,000 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 $918,000 and $1,870,000 for the three and six
months ended March 31, 1999 and $973,000 and $1,961,000 for the three and six
months ended March 31, 1998. The decrease resulted from a decrease in the
average cost of funds, partly offset by a slight increase in average deposit
balances from the prior period.
Interest on FHLB advances was $174,000 and $326,000 for the three and six months
ended March 31, 1999. The Company began using FHLB advances to fund loan growth
subsequent to March 31, 1998, therefore increasing the Company's cost of funds.
A provision for loan losses of $9,000 and $12,000 was recorded for the three and
six months ended March 31, 1999, respectively 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 March 31, 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 $116,000 and $275,000 for the three and six months
ended March 31, 1999, compared to $118,000 and 208,000 for the three and six
months ended March 31, 1998. The increase for the six months ended March 31,
1999 was primarily the result of increased service charges and fees on loan
accounts.
Noninterest expense totaled $525,000 and $1,037,000 for the three and six months
ended March 31, 1999, compared to $515,000 and 1,002,000 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 volatility of income tax expense is primarily attributable to the change in
net income before income taxes. Income tax expense totaled $240,000 and
$480,000, or an effective rate of 36.2% and 35.7%, for the three and six months
ended March 31, 1999, compared to $245,000 and $518,000, or an effective rate of
37.4% and 39.0% for the three and six months ended March 31, 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
March 31, 1999, the Bank complied with this requirement with a liquidity ratio
of 13.9%. Management considers this liquidity position adequate to meet its
expected needs for the foreseeable future.
(Continued)
14.
<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 March 31, 1999:
(Dollars in thousands)
<TABLE>
<CAPTION>
Tangible Capital Core Capital Risk Based Capital
Amount % Amount % Amount %
------------- ------ ------------- ------ ------------- ----
<S><C>
Actual $ 13,395 11.1% $ 13,395 11.1% $ 13,520 21.1%
Required 1,813 1.5 3,627 3.0 5,134 8.0
------------- ------ ------------- ------ ------------- ----
Excess $ 11,582 9.6% $ 9,768 8.1% $ 8,386 13.1%
============= ====== ============= ====== ============= ====
</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 March 31, 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 is in the process of testing hardware and software for compliance.
The Company 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 evaluates 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. At December
31, 1998, the Awareness and Assessment phases have been completed. The Company
is in various stages of Renovation, Validation and Implementation on those
applications or systems identified as mission critical. 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)
15.
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company is currently developing contingency plans and anticipates completion
some time in early- to mid-1999. The Company anticipates that all systems will
be Year 2000 compliant by mid year 1999 either through the modification of
existing hardware and software or through the purchase of new hardware and
software. 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 problem
will be resolved and thus will not have a significant impact on the Company's
delivery of products and services, or its core operations.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are
forward-looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates", "plans", "expects", "believes", and
similar expressions as they relate to the Company or its management are intended
to identify such forward-looking statements. The Company's actual results,
performance or achievements may materially differ from those expressed or
implied in the forward-looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the quantitative and qualitative
disclosures about market risk as of March 31, 1999, from that presented in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1998.
16.
<PAGE>
PART II - OTHER INFORMATION
DELPHOS CITIZENS BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 1999
Items 1 through 3 and Item 5 are not applicable.
Item 4 - Submission of Matter to a Vote of Security Holders
The annual meeting of stockholders was held on February 3, 1999. The
Board of Directors of the Company solicited proxies for the meeting
pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended.
There was no solicitation in opposition to the Board's nominees for
director and all of such nominees were elected as follows:
Votes For Votes Withheld Broker Non-votes
--------- -------------- ----------------
P. Douglas Harter 1,345,852 71,605 --
Robert L. Dillhoff 1,347,702 69,755 --
Two additional proposals were submitted for a vote, with the
following results:
<TABLE>
<CAPTION>
Votes For Votes Against Abstain Broker Non-votes
--------- ------------- ------- ----------------
<S><C>
(a) Ratification of the Amended 1,255,671 145,028 16,068 --
and Restated Delphos
Citizens Bancorp, Inc.
Stock-Based Incentive
Plan.
(b) Ratification of the appointment 1,364,960 46,142 6,355 --
of Crowe, Chizek &
Company LLP as indepen-
dent auditors of the Company
for the fiscal year ending
September 30, 1999.
</TABLE>
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 March 31, 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: May 14, 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 extracted from the
quarterly report on Form 10-Q for the fiscal quarter and is qualified in its
entirety by reference to such quarterly report.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US$
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,545,598
<INT-BEARING-DEPOSITS> 796,987
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,517,212
<INVESTMENTS-CARRYING> 7,729,764
<INVESTMENTS-MARKET> 7,972,081
<LOANS> 105,952,624
<ALLOWANCE> 124,968
<TOTAL-ASSETS> 120,888,700
<DEPOSITS> 79,647,315
<SHORT-TERM> 5,000,000
<LIABILITIES-OTHER> 771,938
<LONG-TERM> 10,000,000
0
0
<COMMON> 20,476
<OTHER-SE> 25,448,971
<TOTAL-LIABILITIES-AND-EQUITY> 120,888,700
<INTEREST-LOAN> 3,846,904
<INTEREST-INVEST> 441,767
<INTEREST-OTHER> 26,271
<INTEREST-TOTAL> 4,314,942
<INTEREST-DEPOSIT> 1,870,072
<INTEREST-EXPENSE> 2,195,677
<INTEREST-INCOME-NET> 2,119,265
<LOAN-LOSSES> 12,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,036,921
<INCOME-PRETAX> 1,344,865
<INCOME-PRE-EXTRAORDINARY> 865,315
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 865,315
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
<YIELD-ACTUAL> 3.68
<LOANS-NON> 0
<LOANS-PAST> 511,421
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 118,360
<CHARGE-OFFS> 5,392
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 124,968
<ALLOWANCE-DOMESTIC> 124,968
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 11,000
</TABLE>
