CITIZENS BANCORP
10-Q, 1998-05-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       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 MARCH 31,
         1998

                                       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
 incorporation 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 May 11, 1998 was 1,058,000.

                                                             1

<PAGE>


                                Citizens Bancorp
                                    Form 10-Q

                                      Index

PART I.           FINANCIAL INFORMATION                                 Page No.

Item 1.  Financial Statements

             Consolidated Statements of Financial
             Condition as of March 31, 1998 and June 30, 1997
             (Unaudited)                                                    3

             Consolidated Statements of Income for the three
             months ended March 31, 1998 and 1997
             (Unaudited)                                                    4

             Consolidated Statements of Income for the nine months
             ended March 31, 1998 and 1997 (Unaudited)                      5

             Consolidated Statement of Changes in
             Shareholders' Equity for the nine months ended
             March 31, 1998 (Unaudited)                                     6

             Consolidated Statements of Cash Flows for the
             nine months ended March 31, 1998 and 1997
             (Unaudited)                                                    7

             Notes to Unaudited Consolidated Financial
             Statements                                                     8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.                                         9

Item 3.  Quantitative and Qualitative Disclosure about Market Risk         11

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 11
Item 2.  Changes in Securities and Use of Proceeds                         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




                                                             2

<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)

                                                      March 31,        June 30,
                                                        1998            1997
                                                       --------       --------
                                                     (Unaudited)
Assets

Cash on hand and in other institutions                 $  2,338       $    861
Interest-bearing deposits                                 4,587          3,264
Investment securities available for sale                    325            161
Stock in Federal Home Loan Bank
      of Indianapolis                                       332            332
Loans receivable, net                                    44,787         38,435
Land held for development                                   956            996
Cash surrender value of
   life insurance contract                                1,108          1,076
Property and equipment                                      551            578
Other assets                                                623            650
                                                       --------       --------
       Total assets                                    $ 55,607       $ 46,353
                                                       ========       ========

Liabilities and shareholders' equity

Deposits                                               $ 38,327       $ 36,355
Federal Home Loan Bank advances                           1,000          4,000
Other liabilities                                           647            307
                                                       --------       --------
       Total liabilities                                 39,974         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                                   27             --
Unearned stock awards                                      (791)            --
Unrealized gain  (loss)  on securities
    available for sale (net)                                 11             --
Retained income - substantially restricted                6,324          5,691
                                                       --------       --------
        Total shareholders equity                        15,633          5,691
                                                       --------       --------

        Total liabilities and shareholders equity      $ 55,607       $ 46,353
                                                       ========       ========


                                                             3

<PAGE>

                                CITIZENS BANCORP
                           AND WHOLLY-OWNED SUBSIDIARY
                       CITIZENS SAVINGS BANK OF FRANKFORT

                        CONSOLIDATED STATEMENTS OF INCOME
                                 (in thousands)

                                        Three months ended March 31,
                                            1998          1997
                                          --------      --------
                                               (Unaudited)

Interest income:
Interest on loans                         $    943      $    810
Other interest income                           87            61
                                          --------      --------
                                             1,030           871
Interest expense:
Interest on deposits                           407           404
Interest on borrowings                          15            39
                                          --------      --------
                                               443           422
                                          --------      --------


Net interest income                            608           428

Provision for loan losses                       12

Net interest income
     after provision for loan losses           591           416

Other income:
Fees and service charges                        35            36
Other                                           14            15
                                          --------      --------
                                                49            51

Other expense:
Salaries and employee benefits                 130           116
Occupancy expense                               27            29
Data processing expense                         30            28
Federal insurance premium                        5             6
Other                                           97            61
                                          --------      --------

                                               289           240
                                          --------      --------

Income before income taxes                     351           227
Income taxes                                    13            74
                                          --------      --------
Net income                                $    217      $    153
                                          ========      ========

Net income per share                                         N/A
Average shares outstanding                 977,535           N/A



                                                             4

<PAGE>




                                CITIZENS BANCORP
                           AND WHOLLY-OWNED SUBSIDIARY
                       CITIZENS SAVINGS BANK OF FRANKFORT

                        CONSOLIDATED STATEMENTS OF INCOME
                                 (in thousands)

                                      Nine months ended March 31,
                                           1998        1997
                                         -------      -------
                                             (Unaudited)

Interest income:
Interest on loans                        $ 2,720      $ 2,380
Other interest income                         26          240
                                         -------      -------
                                           2,987        2,620
Interest expense:
Interest on deposits                       1,232        1,227
Interest on borrowings                       135
                                         -------      -------
                                           1,301        1,362
                                         -------      -------


Net interest income                        1,686        1,258

Provision for loan losses                     57           32
                                         -------      -------

Net interest income
    after provision for loan losses        1,629        1,226

Other income:
Fees and service charges                     103          105
Gain on sale of real estate                  180           12
Other                                         46          (13)
                                         -------      -------
                                              32          104
Other expense:
Salaries and employee benefits               399          352
Occupancy expense                             83           84
Data processing expense                       85           80
Federal insurance premium                     17          253
Other                                        250          192
                                         -------      -------
                                             834          961
                                         -------      -------

Income before income taxes                 1,124          369
Income taxes                                  44          125
                                         -------      -------
Net income                               $   682      $   244
                                         =======      =======

Net income per share                         N/A          N/A
Average shares outstanding                   N/A          N/A





                                                                 5

<PAGE>

                                CITIZENS BANCORP
                           AND WHOLLY-OWNED SUBSIDIARY
                       CITIZENS SAVINGS BANK OF FRANKFORT


           CONSOLIDATED STATEMENTS OF CHANGES TO SHAREHOLDERS' EQUITY
                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                                                   Unrealized Gain (Loss)                 Total
                                         Common Stock    Paid in   Unearned      on Securities Available   Retained    Shareholders'
                                      Shares   Amount    Capital  Stock Awards        for Sale (Net)        Income        Equity
                                      ------   ------    -------  ------------  --------------------------  ------      --------

<S>                               <C>         <C>         <C>       <C>                <C>                  <C>         <C>      
Balance, July 1, 1997                  ----   $   ----   $  ----   $   ----            $  ----               $ 5,691     $ 5,691
                                                                                                          
Net Income                             ----       ----      ----       ----               ----                   682         682
                                                                                                          
Change in unrealized gain (loss)                                                                          
    on securities available                                                                               
    for sale (net)                     ----       ----      ----       ----                 11                  ----          11
                                                                                                          
Common stock issued in                                                                                    
    conversion, net of costs        973,360      9,216      ----       ----               ----                  ----       9,216
                                                                                                          
Dividends declared on                                                                                     
    common stock                       ----       ----      ----       ----               ----                   (49)        (49)
                                                                                                          
Shares issued to ESOP                84,640        846      ----       (846)               ----                 ----        ----
                                                                                                          
Release of ESOP Shares                 ----       ----        27        55                ----                  ----           82
                                  ---------   --------    ------   -------             -------              --------    ---------
                                                                                                          
Balance, March 31, 1998           1,058,000   $ 10,062    $   27    ($791)             $    11              $  6,324    $  15,633
                                  =========   ========    ======   ======             ========              ========    =========
</TABLE>


                                                                      6

<PAGE>




                                CITIZENS BANCORP
                           AND WHOLLY-OWNED SUBSIDIARY
                       CITIZENS SAVINGS BANK OF FRANKFORT

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                              Nine months ended March 31,
                                                                1998            1997
                                                               --------       --------
                                                                     (Unaudited)

Operating activities:
<S>                                                            <C>            <C>     
Net income                                                     $    682       $    244
Adjustments to reconcile net income
    to net cash provided
    by operating activities:
Loss on sale of investments                                          --             60
Provision for loan losses                                            57             32
Depreciation and amortization                                        22             31
Deferred federal income tax credit                                  (21)           (35)
Release of ESOP shares                                               82             --
(Increase) decrease in other assets                                  15            (37)
Increase (decrease) in other liabilities                            285            (32)
                                                               --------       --------
         Net cash provided by operating activities                1,122            263

Investing activities:

Purchases of investment securities                                 (146)           (63)
Proceeds from sale of investment securities                          --          2,932
Principal collected on loans                                     13,195         10,087
Loans originated                                                (17,104)       (13,036)
Proceeds from sale of loans                                          --             91
Loans purchased                                                  (2,494)            --
Decrease in land held for development                                40             30
Purchases of equipment                                               (1)           (16)
                                                               --------       --------
         Net cash provided (used) by investing activities        (6,510)            25

Financing activities:

Increase (decrease) in NOW,
    MMDA and passbook deposits                                     (312)           100
Increase in certificates of deposit                               2,284          1,555
Advances from Federal
    Home Loan Bank                                                   --         11,500
Payments to Federal
    Home Loan Bank                                               (3,000)       (12,500)
Sale of Common Stock, net of costs                                9,216             --
                                                               --------       --------
         Net cash provided by financing activities                8,188            655
                                                               --------       --------
Increase in cash and cash equivalents                             2,800            943
Cash and cash equivalents at beginning of period                  4,125          3,308
                                                               --------       --------
Cash and cash equivalents at end of period                     $  6,925       $  4,251
                                                               ========       ========
</TABLE>








                                                                      7

<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
nine-month periods ended March 31, 1998 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 of
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.

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.





                                                                      8

<PAGE>
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 $.22 and $.43  earnings  per share for the three and six months  ended March
31, 1998. 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 home buyers.  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-earnings 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.

Financial Condition

Total assets increased to $55,607,000 at March 31, 1998, compared to $46,353,000
at June 30, 1997. Cash increased by $1.5 million while interest bearing deposits
increased by $1.3 million, due primarily to the additional capital received from
the sale of the Company's common stock on September 18, 1997.

Deposits  increased  $2.0  million  primarily  as a result of an increase in the
amount of public  funds on deposit.  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 $9.9 million primarily as a result of stock issued
by the  Company in the  conversion,  plus the profit for the nine month  period,
less the conversion  costs. The company declared a dividend of $.05 per share of
common  stock held as of March 24, 1998,  payable on April 7, 1998.  Shareholder
equity decreased by $49,000 as a result of the declaration of the dividend.

Comparison of operating results for the three-month periods ended March 31, 1998
and 1997.

The  Company  had an  increase  in net  income of $64,000  to  $217,000  for the
three-months ended March 31, 1998,  compared to a net income of $153,000 for the
three-month period ended March 31,1997.

Net interest income  increased  $180,000 to $608,000 for the quarter ended March
31, 1998 compared to $428,000 for the same period in 1997. The increase resulted
primarily from an increase in earning assets during the 1998 period.

                                                                      9

<PAGE>

The  Provision  for loan losses was $17,000  for the March 31, 1998  period,  as
compared to $12,000 for the 1997 period.  At March 31, 1998,  the  allowance for
loan loss was 0.57% of the total loans compared to 0.46% at March 31, 1997.

Total  non-interest  income  decreased  $2,000 to $49,000 for the quarter  ended
March 31, 1998, compared to $51,000 during the same period in 1997.

Total  non-interest  expense increased $49,000 to $289,000 for the quarter ended
March 31, 1998  compared to $240,000 for the same quarter in 1997.  The increase
was primarily due to $40,000 in compensation  expense related to the ESOP during
the quarter  ended March 31, 1998.  Salaries and benefits  exclusive of the ESOP
decreased  for the 1998 period by $26,000 and FDIC  premiums,  office  occupancy
expense and data  processing  expenses  decreased by $1,000 for the same period.
Other expenses, consisting primarily of legal and accounting expenses, increased
by  $36,000  for the 1998  period,  due  primarily  to the  increased  reporting
requirements for public companies.

Income tax expense  increased by $60,000 to $134,000 for the three-months  ended
March 31,  1998,  compared  to  $74,000  for the same  period in 1997.  This was
primarily the result of an increase in net income.

Comparison of operating results for the nine-month  periods ended March 31, 1998
and 1997.

The Company  had an increase in net income of $438,000 to $682,000  for the nine
months  ended  March 31,  1998,  compared  to a net income of  $244,000  for the
nine-month period ended March 31, 1997.

Net interest income increased $428,000 to $1,686,000 for the quarter ended March
31,  1998  compared to  $1,258,000  for the same  period in 1997.  The  increase
resulted  primarily from an increase in earning assets  generated by the sale of
the Company's common stock during the 1998 period.

The provision for loan losses was $57,000 for the period ended March 31, 1998 as
compared to $32,000 for the 1997 period.  At March 31, 1998,  the  allowance for
loan loss was 0.57% of the total loans compared to 0.46% at March 31, 1997.

Total  non-interest  income  increased  $225,000 to $329,000 for the nine months
ended March 31,  1998,  compared to  $104,000  for the same period in 1997.  The
increase  primarily  resulted  from a net  gain on the  sale of real  estate  of
$173,000  during  the 1998  period  and from a loss of $60,000 on the sale of an
investment in the 1997 period.

Total  non-interest  expense decreased  $127,000 to $834,000 for the nine months
ended March 31,  1998  compared  to  $961,000  for the same period in 1997.  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  $236,000 to
$17,000 for the nine months  ended  March 31,  1998 from  $253,000  for the none
month period ended March 31, 1997.  Salaries and benefits increased for the 1998
period by $47,000,  and office  occupancy  expense and data  processing  expense
increased by $4,000 for the same period. Other expenses, consisting primarily of
legal and accounting fees,  increased by $58,000 during the 1998 period,  due to
the increased reporting requirements for public companies.

Income tax expense  increased  by $317,000 to $442,000 for the nine months ended
March 31, 1998, compared to $125,000 for the same period in 1997. This primarily
resulted  from  the  gain on the  sale  of  real  estate,  which  increased  the
non-interest  income for the 1998 period, and from the FDIC special  assessment,
which decreased non-interest income for the 1997 period.

Asset Quality

The  allowance  for loan  losses was  $254,000  at March 31,  1998  compared  to
$212,000 at June 30, 1997.  Management  considered the allowance for loan losses
at March 31, 1998 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 nine months
ended March 31, 1998.

Balance, July 1, 1997                                 $211,635
Provision for loan losses                               57,000
Recoveries                                               1,075
Charge-offs                                            (15,936)
                                                     ---------

Balance, March 31, 1998                               $253,774
                                                      ========

Non-performing  loans totaled  $443,000 or .99% of total loans at March 31, 1998
compared to $344,000 or .89% of total loans at June 30, 1997.

                                                                     10

<PAGE>

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  March  31,  1998  and  June  30,  1997,  cash  and
interest-bearing deposits totaled $6.9 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 March 31, 1998,  borrowing  from the
FHLB totaled $1.0 million.

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 commuter 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
         None.

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) Exhibit 27.1.  Financial Data Schedule as of March 31, 1998
         (b) Exhibit 27.2.  Amended Financial Data Schedule as of 
             December 31, 1997
         (c) No reports on form 8-K were filed  during the  quarter  ended March
             31, 1998.







                                                                     11

<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: May 12, 1998                         By:/s/ Fred W. Carter
                                           --------------------------------
                                           Fred W. Carter
                                           President and Chief Executive Officer


Date: May 12, 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 NINE MONTHS
ENDED MARCH 31, 1998 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>                   9-mos
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-1-1997
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1.000
<CASH>                                         2,338
<INT-BEARING-DEPOSITS>                         4,587
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    325
<INVESTMENTS-CARRYING>                         332
<INVESTMENTS-MARKET>                           332
<LOANS>                                        44,787
<ALLOWANCE>                                    254
<TOTAL-ASSETS>                                 55,607
<DEPOSITS>                                     38,327
<SHORT-TERM>                                   1,000
<LIABILITIES-OTHER>                            647
<LONG-TERM>                                    0
<COMMON>                                       10,062
                          0
                                    0
<OTHER-SE>                                     5,571
<TOTAL-LIABILITIES-AND-EQUITY>                 55,607
<INTEREST-LOAN>                                2,720
<INTEREST-INVEST>                              27
<INTEREST-OTHER>                               240
<INTEREST-TOTAL>                               2,987
<INTEREST-DEPOSIT>                             1,232
<INTEREST-EXPENSE>                             1,301
<INTEREST-INCOME-NET>                          1,686
<LOAN-LOSSES>                                  57
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                834
<INCOME-PRETAX>                                1,124
<INCOME-PRE-EXTRAORDINARY>                     682
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   682
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<YIELD-ACTUAL>                                 4.76
<LOANS-NON>                                    167
<LOANS-PAST>                                   237
<LOANS-TROUBLED>                               39
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               212
<CHARGE-OFFS>                                  16
<RECOVERIES>                                   1
<ALLOWANCE-CLOSE>                              254
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        254
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     THIS AMENDED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX 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
<INTEREST-DEPOSIT>                             825
<INTEREST-EXPENSE>                             879
<INTEREST-INCOME-NET>                          1,078
<LOAN-LOSSES>                                  40
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                545
<INCOME-PRETAX>                                773
<INCOME-PRE-EXTRAORDINARY>                     465
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   465
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<YIELD-ACTUAL>                                 4.67
<LOANS-NON>                                    145
<LOANS-PAST>                                   191
<LOANS-TROUBLED>                               40
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               212
<CHARGE-OFFS>                                  0
<RECOVERIES>                                   0
<ALLOWANCE-CLOSE>                              252
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        252
        


</TABLE>


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