SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number: 333-29031
CITIZENS BANCORP
(Exact name of registrant specified in its charter)
Indiana 35-2017500
(State or other jurisdiction of (I.R.S. Employer
incororation or organization) Identification Number)
60 South Main Street
Frankfort, Indiana 46041
(Address of principal executive offices,
including Zip Code)
(765) 654-8533
(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 report), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of the Registrant's common stock, without par value,
outstanding as of February 2, 1998 was 1,058,000.
<PAGE>
Citizens Bancorp
Form 10-Q
Index
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Consolidated Statements of Financial
Condition as of December 31, 1997 and June 30, 1997
(Unaudited) 3
Consolidated Statements of Income for the three
months ended December 31, 1997 and 1996
(Unaudited) 4
Consolidated Statements of Income for the six months
ended December 31, 1997 and 1996 (Unaudited) 5
Consolidated Statement of Changes in
Shareholders' Equity for the six months ended
December 31, 1997 (Unaudited) 6
Consolidated Statements of Cash Flows for the
six months ended December 31, 1997 and 1996
(Unaudited) 7
Notes to Unaudited Consolidated Financial
Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition
and Results of Operations. 11
Item 3. Quantitative and Qualitative
Disclosure about Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
Consolidated Statements of Condition
(in Thousands)
December 31, June 30,
1997 1997
------------ ---------
(unaudited)
Assets
Cash on hand and in other institutions $ 684 $861
Interest-bearing deposits 5,227 3,264
Investment securities available for sale 165 161
Stock in Federal Home Loan Bank
of Indianapolis 332 332
Loans receivable, net 43,254 38,435
Land held for development 967 996
Cash surrender value of
life insurance contract 1,098 1,076
Property and equipment 559 578
Other assets 591 650
------- -------
Total assets $52,877 $46,353
------- -------
Liabilities and shareholders' equity
Deposits $35,919 $36,355
Federal Home Loan Bank advances 1,000 4,000
Other liabilities 545 307
------- -------
Total liabilities 37,464 40,662
Commitments and contingencies -- --
Shareholders' equity:
Common Stock (no par value);
5,000,000 shares authorized;
1,058,000 shares outstanding 10,062 --
Additional paid-in-capital 13 --
Unearned stock awards (818) --
Retained income - substantially restricted 6,156 5,691
------- -------
Total shareholders equity 15,413 5,691
------- -------
Total liabilities and shareholders equity $52,877 $46,353
======= =======
<PAGE>
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
Three months ended December 31,
1997 1996
---- ----
(Unaudited)
Interest income:
Interest on loans $919 $802
Other interest income 97 86
-------- ------
1,016 888
Interest expense:
Interest on deposits 398 408
Interest on borrowings 15 56
-------- ------
413 464
-------- ------
Net interest income 603 424
Provision for loan losses 28 8
-------- ------
Net interest income
after provision for loan losses 575 416
Other income:
Fees and service charges 36 32
Other 18 (39)
-------- ------
54 (7)
-------- ------
Other expense:
Salaries and employee benefits 159 135
Occupancy expense 29 28
Data processing expense 27 27
Federal insurance premium 6 16
Other 85 66
-------- ------
306 272
-------- ------
Income before income taxes 323 137
Income taxes 125 51
-------- ------
Net income $ 198 $ 86
======== ======
Net income per share .20 N/A
Average shares outstanding 974,788 N/A
<PAGE>
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
Six months ended December 31,
1997 1996
---- ----
(Unaudited)
Interest income:
Interest on loans $1,777 $1,570
Other interest income 180 179
------ ------
1,957 1,749
Interest expense:
Interest on deposits 825 823
Interest on borrowings 54 96
------ ------
879 919
------ ------
Net interest income 1,078 830
Provision for loan losses 40 20
------ ------
Net interest income
after provision for loan losses 1,038 810
Other income:
Fees and service charges 68 69
Gain on sale of real estate 180 7
Other 32 (23)
------ ------
280 53
Other expense:
Salaries and employee benefits 269 236
Occupancy expense 56 55
Data processing expense 55 52
Federal insurance premium 12 247
Other 153 131
------ ------
545 721
------ ------
Income before income taxes 773 142
Income taxes 308 51
------ ------
Net income $ 465 $ 91
====== ======
Net income per share N/A N/A
Average shares outstanding N/A N/A
<PAGE>
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
CONSOLIDATED STATEMENTS OF CHANGES TO SHAREHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Total
Common Stock Paid in Unearned Retained Shareholders'
Shares Amount Capital Stock Awards Income Equity
------ ------ ------- ------------ ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance, July 1, 1997 -- $-- -- $-- $5,691 $5,691
Net income -- -- -- -- 465 465
Common stock issued in
conversion, net of
costs 973,360 9,216 -- 9,320 -- 9,216
Shares issued to ESOP 84,640 846 (846) -- ---
Release of ESOP shares -- -- 13 28 -- 41
--------- ------- --- ----- ------ -------
Balance, December 31, 1997 1,058,000 $10,062 $13 ($818) $6,156 $15,413
========= ======= === ===== ====== =======
</TABLE>
<PAGE>
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended December 31,
1997 1996
---- ----
(Unaudited)
Operating activities:
<S> <C> <C>
Net income $ 465 $ 91
Adjustments to reconcile net income
to net cash provided
by operating activities:
Loss on sale of investments --- 60
Provision for loan losses 40 20
Depreciation and amortization 14 21
Deferred federal income tax credit (14) (14)
Release of ESOP shares 41 ---
(Increase) decrease in other assets 52 (37)
Increase (decrease) in other liabilities 237 (124)
------ ------
Net cash provided by operating activities 835 17
Investing activities:
Purchases of investment securities (4) (62)
Proceeds from sale of investment securities --- 2,932
Principal collected on loans 7,633 6,402
Loans originated (10,991) (8,831)
Proceeds from sale of loans --- 91
Loans purchased (1,497) ---
(Increase) decrease in land held for development 29 25
Purchases of equipment --- (2)
------ ------
Net cash provided (used) by investing activities (4,830) 555
Financing activities:
Increase (decrease) in NOW,
MMDA and passbook deposits (244) (266)
Increase (decrease) in certificates of deposit (191) 167
Advances from Federal
Home Loan Bank --- 11,500
Payments to Federal
Home Loan Bank (3,000) (9,500)
Sale of Common Stock, net of costs 9,216 ---
------ ------
Net cash provided by financing activities 5,781 1,901
------ ------
Increase (decrease) in cash and cash equivalents 1,786 2,473
Cash and cash equivalents at beginning of period 4,125 3,308
------ ------
Cash and cash equivalents at end of period $5,911 $5,781
====== ======
</TABLE>
<PAGE>
CITIZENS BANCORP
AND WHOLLY-OWNED SUBSIDIARY
CITIZENS SAVINGS BANK OF FRANKFORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A: Basis of Presentation
The unaudited interim consolidated financial statements include the accounts of
Citizens Bancorp ("Company") and its wholly-owned subsidiary, Citizens Savings
Bank of Frankfort ("Bank").
The unaudited interim consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and disclosures required by generally accepted accounting principles
for complete financial statements. The significant accounting policies followed
by the Company and Bank for interim financial reporting are consistent with the
accounting policies followed for annual financial reporting. All adjustments,
consisting of normal recurring adjustments, which in the opinion of management
are necessary for a fair presentation of the results for the periods reported,
have been included in the accompanying consolidated financial statements.
Financial and other data contained herein prior to September 18, 1997 relates
solely to the Bank (See Note B). The results of operations for the three- and
six-month periods ended December 31, 1997 are not necessarily indicative of
those expected for the remainder of the year.
NOTE B: Conversion to Federal Stock Savings Bank
In April, 1997, the Board of Directors adopted a Plan of Conversion ("Plan") to
convert the Bank from a federal-chartered mutual savings bank to a
federal-chartered stock savings bank. The Plan provided for the sale of the
Bank's capital stock to the Company, which was formed in connection with the
conversion.
On September 18, 1997, the Bank completed the conversion and the formation of
the Company as the holding company of the Bank. As part of the conversion, the
Company issued 1,058,000 shares of common stock at $10 per share of which 84,640
shares were issued to an Employee Stock Ownership Plan. Net proceeds of the
Company's stock issuance, after costs, were approximately $9,216,000 of which
$5,031,000 was used to acquire 100% of the stock and ownership of the Bank.
Costs associated with the conversion were deducted from the proceeds of stock
sold by the Company. The transaction was accounted for in a manner similar to a
pooling of interests. Since the Company did not commence operations until
September 18, 1997, financial and other data contained herein prior to September
18, 1997 relates solely to the Bank.
At the date of conversion, the Bank established a liquidation account of
$5,691,000 which equaled the Bank's retained earnings as of the most recent
financial statements, June 30, 1997, contained in the final conversion
prospectus. The liquidation account was established to provide a limited
priority claim to the assets of the Bank to qualifying depositors who continue
to maintain deposits in the Bank after conversion. In the unlikely event of a
complete liquidation of the Bank, and only in such event, qualifying depositors
would receive a liquidation distribution based on their proportionate share of
the then total remaining qualifying deposits.
The Company, subject to certain supervisory policies of the Office of Thrift
Supervision, may pay dividends to its shareholders if its assets exceed its
liabilities and it is able to pay its debts as they come due. Current
regulations allow the Bank to pay dividends on its stock after the conversion if
its regulatory capital would not be reduced below the amount then required for
the liquidation account, and if those dividends do not exceed its net income to
date in the calendar year plus 50% of the excess capital of the Bank.
<PAGE>
Note C: New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement 130,
"Reporting Comprehensive Income" and Statement 131, "Disclosures about Segments
of an Enterprise and Related Information." Statement 130 establishes standards
for reporting and display of comprehensive income and its components in a full
set of general-purpose financial statements. This statement is effective for
fiscal years beginning after December 15, 1997. Statement 131 established
standards for public business enterprises reporting on information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports. It also establishes standards for related disclosures on
products and services, geographical areas, and major customers. This statement
is effective for financial statements for periods beginning after December 15,
1997. Adoption of these statements will result in additional disclosures, but
will not impact the Company's consolidated results of operations and financial
position.
Note D: Earnings Per Share
The Company completed its stock conversion on September 18, 1997. Earnings per
share information is not meaningful for the quarter ended September 30, 1997,
and is not applicable for any years prior to the stock conversion. The Company
had $.20 earnings per share for the quarter ended December 31, 1997. In February
1997, the Financial Accounting Standards Board issued Statement 128, "Earnings
per Share," effective for periods ending after December 15, 1997. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact of Statement 128 on the calculation
of basic and fully diluted earnings per share is not expected to be material.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
Citizens Bancorp, an Indiana corporation (the "Company"), was organized in June,
1997. On September 18, 1997, it acquired the common stock of Citizens Savings
Bank of Frankfort ("Citizens") upon the conversion of Citizens from a federal
mutual savings bank to a federal stock savings bank.
Citizens was organized as a state-chartered building and loan association in
1916 and currently conducts its business from one full-service office located in
Frankfort, Indiana. Citizens' principal business consists of attracting deposits
from the general public and originating fixed-rate and adjustable-rate loans
secured primarily by first mortgage liens on one- to four-family real estate.
Citizens' deposit accounts are insured up to applicable limits by the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC"). Citizens offers a number of consumer and commercial financial
services. These services include: (i) residential real estate loans; (ii)
multi-family loans; (iii) construction loans; (iv) nonresidential real estate
loans; (v) home equity loans (vi) single-pay loans; (vii) installment loans;
(viii) automobile loans; (ix) NOW accounts; (x) money market demand accounts
("MMDAs") (xi) passbook savings accounts; (xii) certificates of deposit and
(xiii) individual retirement accounts.
Citizens currently owns one subsidiary, Citizens Loan and Service Corporation
("CLSC"), which primarily engages in the purchase and development of tracts of
undeveloped land. Because CLSC engages in activities that are not permissible
for a national bank, OTS regulations prohibit Citizens from including its
investment in CLSC in its calculation of regulatory capital. CLSC purchases
undeveloped land, constructs improvements and infrastructure on the land, and
then sells lots to builders, who construct homes for sale to homebuyers. CLSC
ordinarily receives payment when title is transferred.
Citizens' results of operations depend primarily upon the level of net interest
income, which is the difference between the interest income earned on
interest-earning assets, such as loans and investments, and costs incurred with
respect to interest-bearing liabilities, primarily deposits and borrowings.
Results of operations also depend upon the level of the Company's non-interest
income, including fee income and service charges, and the level of its
non-interest expenses, including general and administrative expenses.
<PAGE>
Financial Condition
Total assets increased to $52,877,000 at December 31, 1997, compared to
$46,353,000 at June 30, 1997. Cash decreased by $177,000, while interest bearing
deposits increased approximately $2.0 million, due primarily to the additional
capital received from the sale of the Company's common stock on September 18,
1997.
Deposits decreased $436,000 primarily as a result of the release of funds held
in escrow on behalf of purchasers of the Company's common stock issued in the
conversion. Borrowings at the Federal Home Loan Bank decreased $3.0 million to
$1.0 million as a result of net repayments during the period.
Shareholder equity increased $9.7 million as a result of stock issued by the
Company in the conversion, plus the profit for the six month period, less the
conversion costs.
Comparison of operating results for the three-month periods ended December 31,
1997 and 1996.
The Company had an increase in net income of $112,000 to $198,000 for the
three-months ended December 31, 1997, compared to a net income of $86,000 for
the three-month period ended December 31, 1996.
Net interest income increased $179,000 to $603,000 for the quarter ended
December 31, 1997 compared to $424,000 for the same period in 1996. The increase
resulted primarily from an increase in earning assets during the 1997 period.
The Provisions for loan losses was $28,000 for the December 31, 1997 period, as
compared to $8,000 for the 1996 period. At December 31, 1997, the allowance for
loan loss was 0.58% of the total loans compared at 0.44% at December 31, 1996.
Total non-interest income increased $61,000 to $54,000 for the quarter ended
December 31, 1997, compared to a loss of $7,000 during the same period in 1996.
The increase is primarily the result of a net loss of $60,000 on the sale of
investments in the 1996 period.
Total non-interest expense increased $34,000 to $306,000 for the quarter ended
December 31, 1997 compared to $272,000 for the same quarter in 1996. The
increase was primarily due to a 1/40th funding of the ESOP during the quarter
ended December 31, 1997. The FDIC deposit insurance premium decreased $10,000 to
$6,000 for the three-months ended December 31, 1997 from $16,000 for the
three-month period ended December 31, 1996. Salaries and benefits increased for
the 1997 period by $24,000 and office occupancy expense, data processing
expenses and other expenses increased by $20,000 for the same period.
Income tax expense increased by $74,000 to $125,000 for the three-months ended
December 31, 1997, compared to $51,000 for the same period in 1996. This was
primarily the result of an increase in net income.
Comparison of operating results for the six-month periods ended December 31,
1997 and 1996.
The Company had an increase in net income of $374,000 to $465,000 for the six
months ended December 31, 1997, compared to a net income of $91,000 for the
six-month period ended December 31, 1996.
Net interest income increased $248,000 to $1,078,000 for the quarter ended
December 31, 1997 compared to $830,000 for the same period in 1996. The increase
resulted primarily from an increase in earning assets generated by the sale of
the Company's common stock during the 1997 period.
The provisions for loan losses was $40,000 for the period ended December 31,
1997 as compared to $20,000 for the 1996 period. At December 31, 1997, the
allowance for loan loss was 0.58% of the total loans compared to 0.44% at
December 31, 1996.
<PAGE>
Total non-interest income increased $227,000 to $280,000 for the six months
ended December 31, 1997, compared to $53,000 for the same period in 1996. The
increase primarily resulted from a net gain on the sale of real estate of
$173,000 during the 1997 period and from a loss of $60,000 on the sale of an
investment in the 1996 period. Total non-interest expense decreased $176,000 to
$545,000 for the six months ended December 31, 1997 compared to $721,000 for the
same period in 1996. The decrease was primarily due to the one-time FDIC special
assessment to recapitalize the Savings Association Insurance Fund ("SAIF"), in
the pre-tax amount of $210,999. The FDIC deposit insurance premium decreased
$235,000 to $12,000 for the six months ended December 31, 1997 from $247,000 for
the six-month period ended December 31, 1996. Salaries and benefits increased
for the 1997 period by $33,000, and office occupancy expense, data processing
expense and other expenses increased by $26,000 for the same period.
Income tax expense increased by $257,000 to $308,000 for the six month ended
December 31, 1997, compared to $51,000 for the same period in 1996. This
primarily resulted from the gain on the sale of real estate, which increased the
non-interest income for the 1997 period, and from the FDIC special assessment,
which decreased non-interest income for the 1996 period.
Asset Quality
The allowance for loan losses was $252,000 at December 31, 1997 compared to
$212,000 at June 30, 1997. Management considered the allowance for loan losses
at December 31, 1997 to be adequate to cover estimated losses inherent in the
loan portfolio at that date, taking into consideration probable losses that
could be reasonably estimated. Such belief is based upon an analysis of loans
currently outstanding, past loss experience, current economic conditions and
other factors and estimates which are subject to change over time. The following
table sets forth the changes affecting the allowance for loan losses for the six
months ended December 31, 1997.
Balance, July 1, 1997 $211,635
Provision for loan losses 40,000
Recoveries 425
Charged-offs 0
--------
Balance, December 31, 1997 $252,060
========
Non-performing loans totaled $376,000 or .87% of total loans at December 31,
1997 compared to $344,000 or .89% of total loans at June 30, 1997.
Liquidity and Capital Resources
The Company's most liquid assets are cash and interest bearing deposits. The
levels of these assets are dependent on the Company's operating, financing and
investing activities. At December 31, 1997 and June 30, 1997, cash and
interest-bearing deposits totaled $5.9 million and $4.1 million, respectively.
The Company's primary sources of funds are deposits, borrowings and the proceeds
from principal and interest payments on loans. While maturities and scheduled
amortization of loans are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates, economic
conditions and competition.
If the Company requires funds beyond its ability to generate them internally, it
has the ability to borrow funds from the Federal Home Loan Bank ("FHLB") of
Indianapolis. Federal law limits an institution's borrowings from the FHLB to 20
times the amount paid for capital stock in the FHLB, subject to regulatory
capital requirements. As a policy matter, however, the FHLB of Indianapolis
typically limits the amount of borrowings from the FHLB to 50% of adjusted
assets (total assets less borrowings). At December 31, 1997, borrowing from the
FHLB totaled $1.0 million.
<PAGE>
Year 2000 Compliance
Because computer memory was so expensive on early mainframe computers, some
computer programs used only the final two digits for the year in the date field
while maintaining the first two digits of each year constant. As a result, some
computer applications may be unable to interpret the change from year 1999 to
year 2000. The Company is actively monitoring its year 2000 computer compliance
issues. The bulk of the Company's computer processing is provided under contract
by BISYS, Inc. in Houston, Texas ("BISYS"). BISYS expects to be in year 2000
compliance by June, 1999. BISYS will assist the Company with other phases of
year 2000 compliance throughout the remainder of 1998 and 1999. The Bank's loan
documentation system is provided by Banker's Systems and is also expected to be
in year 2000 compliance within the next year. The Company has also appointed one
of the executive officers to address all aspects of year 2000 compliance. The
Company's expense in connection with year 2000 compliance is not expected to be
material to its overall financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market interest rates or in the Company's
interest rate sensitive instruments which would cause a material change in the
market risk exposures which effect the quantitative and qualitative risk
disclosures as presented in the Registrant's Annual Report on Form 10-K for the
period ended June 30, 1997.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
The Registration Statement filed by the Company pursuant to the
Securities Act of 1933 was declared effective by the Securities and Exchange
Commission on August 1, 1997 (SEC File No. 333-29031). The offering of the
Company's common stock (the "Common Stock") commenced on August 8, 1997 and
terminated at 12:00 noon, Frankfort, Indiana time, on September 4, 1997. The
Company sold each of the 1,058,000 shares of Common Stock registered pursuant to
the Registration Statement at $10 per share. The Citizens Bancorp Employee Stock
Ownership Plan and Trust (the "ESOP") purchased 84,640 shares of the Common
Stock with the proceeds of a loan it received from the Company. Trident
Securities, Inc. acted as the Company's exclusive agent in marketing the Common
Stock on a best efforts basis.
The following table indicates the net proceeds from the offering of the
Common Stock by the Company:
Gross proceeds from sale of
1,058,000 shares at $10/share $10,580,000
Expenses:
Underwriting commissions 119,754
Underwriting expenses 38,601
Other expenses 359,275
-------
Total expenses 517,630
------------
Net proceeds $ 10,062,370
============
As described in the prospectus, the Company used 50% of the net proceeds
(or $5,031,185) to purchase all of the capital stock of the Bank. From the
proceeds that it retained, the Company made a loan to the ESOP for the purchase
of 84,640 shares of the Common Stock. After providing for this loan and for the
purchase of the Bank's capital stock, the Company retained $4,184,785 of the net
proceeds, as the following table indicates:
Net proceeds $10,062,370
Purchase of Bank capital stock 5,031,185
Loan to ESOP 846,400
---------
Total 5,877,585
-----------
Net proceeds retained by Company $ 4,184,785
===========
<PAGE>
The Company has used approximately $22,000 of the net proceeds that it
retained to pay operating expenses, such as legal and accounting fees, and to
purchase supplies. The Company deposited the remainder of the net proceeds that
it retained in accounts with the Bank, thereby increasing the Bank's working
capital.
The Bank used $2,000,000 of its portion of the net proceeds to repay
short-term advances from the FHLB of Indianapolis, and used $1,000,000 to
purchase a participation interest in a commercial loan from the Farmers Bank in
Frankfort. The Bank deposited the remainder of the net proceeds it received in
an overnight account with the FHLB of Indianapolis to be used for daily
operations.
The payments described above reflect reasonable estimates of amounts
paid by the Company and the Bank. Neither the Company nor the Bank paid any of
the expenses indicated above, either directly or indirectly, to its directors,
officers or their associates, or to any person owning 10% or more of any class
of its securities, or to any affiliate. The Company's and the Bank's use of the
proceeds from the offering of the Common Stock described above does not
represent a material change in the use of proceeds described in the prospectus.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits 27. Financial Data Schedule
(b) No reports on form 8-K were filed during the quarter ended
December 31, 1997.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS BANCORP
Date: February 13, 1998 By: /s/ Fred W. Carter
-------------------------
Fred W. Carter
President and
Chief Executive Officer
Date: February 13, 1998 By: /s/ Stephen D. Davis
-------------------------
Stephen D. Davis
Treasurer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001040734
<NAME> Citizens Bancorp
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-1-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 684
<INT-BEARING-DEPOSITS> 5,227
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 165
<INVESTMENTS-CARRYING> 332
<INVESTMENTS-MARKET> 332
<LOANS> 43,254
<ALLOWANCE> 252
<TOTAL-ASSETS> 53,877
<DEPOSITS> 35,919
<SHORT-TERM> 1,000
<LIABILITIES-OTHER> 545
<LONG-TERM> 0
<COMMON> 10,062
0
0
<OTHER-SE> 5,351
<TOTAL-LIABILITIES-AND-EQUITY> 52,877
<INTEREST-LOAN> 1,777
<INTEREST-INVEST> 18
<INTEREST-OTHER> 162
<INTEREST-TOTAL> 1,957
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</TABLE>
