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 SEPTEMBER 30, 1999
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: 000-23313
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 November 10, 1999 was 962,401.
<PAGE>
Citizens Bancorp
Form 10-Q
Index
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1999 and June 30, 1999 (Unaudited) 3
Consolidated Statements of Income for the three
months ended September 30, 1999 and 1998 (Unaudited) 4
Consolidated Statement of Shareholders' Equity for
the three months ended September 30, 1999
(Unaudited) 5
Consolidated Statements of Cash Flows for the three
months ended September 30, 1999 and 1998 (Unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 7
Item 3. Quantitative and Qualitative Disclosure about Market
Risk 10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
2
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
-------- --------
(Unaudited) (Note A)
<S> <C> <C>
Assets
Cash and due from banks $ 824 $ 444
Interest-bearing demand deposits 282 152
Cash and cash equivalents 1,106 596
Interest-bearing time deposits 1,486 1,486
Investment securities - available for sale 407 388
Loans receivable, net 54,004 53,104
Land held for development 878 913
Cash surrender value of life insurance contracts 1,172 1,162
Premises and equipment 555 567
Federal Home Loan Bank stock 425 419
Other assets 851 835
-------- --------
Total assets $ 60,884 $ 59,470
======== ========
Liabilities
Deposits $ 36,463 $ 36,976
Federal Home Loan Bank advances 8,500 7,000
Other liabilities 811 605
-------- --------
Total liabilities 45,774 44,581
-------- --------
Equity Received From Contributions to the ESOP 281 249
-------- --------
Shareholders' equity
Preferred stock , no par value
Authorized and unissued - 2,000,000 shares -- --
Common Stock , no par value
Authorized - 5,000,000 shares
Issued and outstanding - 881,114 shares 8,293 8,293
Unearned Recognition and Retention Plan ("RRP") (512) (538)
Retained Earnings 7,056 6,903
Accumulated other comprehensive income (8) (18)
Total shareholders' equity 14,829 14,640
-------- --------
Total liabilities and shareholders' equity $ 60,884 $ 59,470
======== ========
</TABLE>
See notes to consolidated unaudited financial statements.
3
<PAGE>
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)
<TABLE>
<CAPTION>
Three months ended September 30,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Interest income:
Loans receivable $ 1,087 $ 1,034
Investment securities 13 10
Deposits with financial institutions 25 38
-------- --------
Total interest income 1,125 1,082
-------- --------
Interest expense:
Interest on deposits 383 398
Interest on borrowings 115 59
-------- --------
Total interest expense 498 457
-------- --------
Net interest income 627 625
Provision for loan losses 15 15
-------- --------
Net interest income after provision for loan losses 612 610
-------- --------
Other income:
Service charges on deposit accounts and other 36 35
Gain on sales of land held for development 7 2
Other income 14 14
-------- --------
Total other income 57 51
-------- --------
Other expenses:
Salaries and employee benefits 159 159
Net occupancy expenses 17 17
Equipment expenses 22 20
Data processing fees 34 37
Deposit insurance expense 6 6
Legal and professional fees 10 37
Other expenses 62 61
-------- --------
Total other expenses 310 337
-------- --------
Income before income tax 359 324
Income tax expense 143 138
-------- --------
Net income $ 216 $ 186
======== ========
Basic earnings per share $ .24 $ .19
Diluted earnings per share $ .24 $ .19
Weighted average shares outstanding 900,821 982,814
</TABLE>
See notes to consolidated unaudited financial statements.
4
<PAGE>
CITIZENS BANCORP AND
SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(dollars in thousands)
<TABLE>
<CAPTION>
Unearned
Common Stock Recognition Accumulated
---------------------- and Other Total
Shares Comprehensive Retained Retention Comprehensive Shareholders'
Outstanding Amount Income Earnings Plan Income Equity
----------- --------- ------------- -------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, July 1, 1999 881,114 $ 8,293 $ 6,903 $ (538) $ (18) $ 14,640
Comprehensive income
Net income $216 216 216
Unrealized gains on
securities, net of tax 10 10 10
------
Comprehensive income 226
======
Cash dividends (63) (63)
($0.07 per share)
RRP shares earned 26 26
-------------------- --------------------------------------------------------------
Balance,
September 30, 1999 881,114 $ 8,293 $ 7,056 $ (512) $ (8) $ 14,829
==================== ==============================================================
</TABLE>
See notes to consolidated unaudited financial statements.
5
<PAGE>
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
Three months ended September 30,
1999 1998
------- -------
(Unaudited)
<S> <C> <C>
Operating activities:
Net income $ 216 $ 186
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 15 15
Depreciation and amortization 13 10
Deferred federal income tax credit -- 41
Release of ESOP/RRP shares 58 61
Net change in
Other assets and cash surrender value (28) (104)
Other liabilities 197 (143)
Net cash provided by operating activities 471 66
------- -------
Investing activities:
Purchases of securities available for sale (2) (2)
Net change in loans (915) (1,778)
Purchases of premises and equipment (1) --
Net change in land held for development 34 (9)
Purchase of FHLB stock (6) --
------- -------
Net cash used by investing activities (890) (1,789)
------- -------
Financing activities:
Net change in
Demand and savings deposits 422 (281)
Certificates of deposit (935) 4,264
Proceeds from borrowings 1,500 5,000
Repayment of borrowings -- (2,500)
Cash dividends (58) (53)
------- -------
Net cash provided by financing activities 929 6,430
------- -------
Net change in cash and cash equivalents 510 4,707
Cash and cash equivalents at beginning of period 596 750
------- -------
Cash and cash equivalents at end of period $ 1,106 $ 5,457
======= =======
</TABLE>
See notes to consolidated unaudited financial statements.
6
<PAGE>
CITIZENS BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED 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 ("Citizens").
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 Citizens 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. The results of operations for the three-month period ended September
30, 1999 are not necessarily indicative of those expected for the remainder of
the year.
The balance sheet at June 30, 1999, has been derived from the audited
consolidated financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
NOTE B: Conversion to Federal Stock Savings Bank
In April, 1997, the Board of Directors adopted a Plan of Conversion ("Plan") to
convert Citizens from a federal-chartered mutual savings bank to a
federal-chartered stock savings bank (the "Conversion"). The Plan provided for
the sale of Citizens' capital stock to the Company, which was formed in
connection with the Conversion.
On September 18, 1997, Citizens completed the Conversion and the formation of
the Company as the holding company of Citizens. 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 (the "ESOP"). 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 Citizens. 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.
At the date of the Conversion, Citizens established a liquidation account of
$5,691,000 which equaled Citizens' 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 Citizens to qualifying depositors who continue
to maintain deposits with Citizens after the Conversion. In the unlikely event
of a complete liquidation of Citizens, 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 Citizens 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 Citizens.
NOTE C: Earnings Per Share
The Company had $.24 earnings per share for the three months ended September 30,
1999 and $.19 earnings per share for the three months ended September 30, 1998.
Earnings per share have been computed based upon the weighted average common
shares outstanding during the period. Unearned ESOP shares have been excluded
from the computation of average common shares outstanding.
7
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
The Company was organized in June, 1997. On September 18, 1997, it acquired the
common stock of 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 $60.9 million at September 30, 1999, compared to $59.5
million at June 30, 1999. Cash increased $380,000 to $824,000 at September 30,
1999, from $444,000 at June 30, 1999, while interest bearing-deposits,
consisting primarily of overnight deposits at the Federal Home Loan Bank
("FHLB") of Indianapolis and certificates of deposit at other FDIC insured
financial institutions, increased to $1.8 million at September 30, 1999, from
$1.6 million at June 30, 1999. Net loans receivable increased $0.9 million to
$54.0 million at September 30, 1999, from $53.1 million at June 30, 1999. The
increase in loans and interest-bearing deposits was funded by an increase in
borrowings during the period. Borrowings at the Federal Home Loan Bank increased
$1.5 million to $8.5 million as of September 30, 1999, from $7.0 million at June
30, 1999. This was offset by a decrease in deposits of $0.5 million to $36.5
million at September 30, 1999, from $37.0 million at June 30, 1999.
Shareholders' equity increased $189,000 during the three months ended September
30, 1999. This was primarily a result of the profit of $216,000 for the period.
The Company declared a dividend of $.07 per share of common stock held as of
October 4, 1999, payable on October 18, 1999. Shareholders' equity decreased by
$63,000 as a result of the declaration of the dividend.
Comparison of operating results for the three-month periods ended September 30,
1999 and 1998.
The Company had an increase in net income of $30,000 to $216,000 for the three
months ended September 30, 1999, compared to a net income of $186,000 for the
three-month period ended September 30, 1998. The increase was primarily due to a
decrease of $27,000 in non-interest expense during the 1999 period.
Net interest income increased $2,000 to $627,000 for the quarter ended September
30, 1999, compared to $625,000 for the same period in 1998. The increase
resulted primarily from an increase in earning assets during the 1999 period,
offset by a decrease in net interest margin to 4.46% for the quarter ended
September 30, 1999, from 4.69% for the same period in 1998.
The provision for loan losses was $15,000 for the September 30, 1999 period,
which was unchanged from the 1998 period. At September 30, 1999, the allowance
for loan loss was 0.63% of total loans, compared to 0.61% at June 30, 1999.
Total non-interest income increased $6,000 to $57,000 for the quarter ended
September 30, 1999, compared to $51,000 during the same period in 1998. The
increase is primarily the result of a $5,000 increase in the gain on sales of
land held for development, to $7,000 for the quarter ended September 30, 1999,
from $2,000 for the same quarter in 1998.
Total non-interest expense decreased $27,000 to $310,000 for the quarter ended
September 30, 1999, compared to $337,000 for the same quarter in 1998. The
decrease was primarily due to a decrease of $27,000 in legal and professional
fees during the 1999 period. Salaries and benefits were $159,000 for the three
months ended September 30, 1999 and 1998, and a decrease of $3,000 in data
processing fees during the period ended September 30, 1999 was offset by a
$3,000 increase in office occupancy, equipment and other expenses during the
period.
8
<PAGE>
Income tax expense decreased by $5,000 to $143,000 for the three months ended
September 30, 1999, compared to $138,000 for the three months ended September
30, 1998.
Asset Quality
The allowance for loan losses was $341,000 at September 30, 1999, compared to
$326,000 at June 30, 1999. Management considered the allowance for loan losses
at September 30, 1999 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
three months ended September 30, 1999.
Balance, July 1, 1999 $326,249
Provision for loan losses 15,000
Recoveries ----
Charge-offs ----
--------
Balance, September 30, 1999 $341,249
========
Non-performing loans totaled $490,000 or .91% of total loans at September 30,
1999, compared to $197,000 or .37% of total loans at June 30, 1999.
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 September 30, 1999 and June 30, 1999, cash and
interest-bearing deposits totaled $2.6 million and $2.1 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 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 September 30, 1999, borrowings from the FHLB totaled $8.5
million.
Year 2000 Compliance
The Company's lending and deposit activities, like those of most financial
institutions, depend significantly upon computer systems. The Company is
addressing the potential problems associated with the possibility that the
computers which control its operating systems, facilities and infrastructure may
not be programmed to read four-digit date codes. This could cause some computer
applications to be unable to recognize the change from the year 1999 to the year
2000, which could cause computer systems to generate erroneous data or to fail.
The Company is working with the companies that supply or service its systems
that rely on computers to identify and remedy any Year 2000 related problems. As
of September 30, 1999, the Company has completed the renovation of all systems
that could be significantly affected by Year 2000 related problems and has
substantially completed testing of its renovated systems. The bulk of the
Company's computer processing is provided under contract by BISYS, Inc. in
Houston, Texas ("BISYS"). BISYS has completed the renovation phase of its Year
2000 efforts and has tested its upgraded systems and interfaces with the
Company. BISYS will assist the Company with other phases of Year 2000 compliance
throughout the remainder of 1999. Banker's Systems, which provides Citizens'
loan document preparation system, has certified that its systems are Year 2000
compliant as of September 30, 1999. Testing of the system is expected to be
complete by November 30, 1999.
The Company has contacted the approximately twenty other companies that supply
or service its material operations requesting that they certify that they have
plans to make their respective computer systems Year 2000 compliant. As of
September 30, 1999, the Company has received such certification from all of
these companies. Once the Company receives certification from a service
9
<PAGE>
provider, it continuously monitors the progress that it makes in meeting its
targeted schedule for becoming Year 2000 compliant. Should the Company find that
a provider is not making satisfactory progress in its Year 2000 compliance
efforts, the Company intends to identify and contract with an alternative
service provider. The Company does not expect the expense of such changes in
suppliers or servicers to be material to its operations, financial condition or
results. Notwithstanding the efforts the Company has made, no assurances can be
given that the systems of its service providers will be timely renovated to
address the Year 2000 issue.
The Company's Board of Directors reviews on a monthly basis the progress made in
addressing Year 2000 issues. Management estimates that the Company's expenses
related to upgrading its systems and software for Year 2000 compliance will not
exceed $80,000. At September 30, 1999, the Company had spent approximately
$55,000 in connection with Year 2000 compliance. Although management believes it
is taking the necessary steps to address the Year 2000 compliance issue, no
assurances can be given that some problems will not occur or that the Company
will not incur significant additional expenses in future periods. In the event
that the Company is ultimately required to purchase replacement computer
systems, programs and equipment, or to incur substantial expenses to make its
current systems, programs and equipment Year 2000 compliant, its net income and
financial condition could be adversely affected.
In addition to possible expenses related to the Company's own systems and those
of its service providers, the Company could incur losses if Year 2000 problems
affect any of its depositers or borrowers. Such problems could include delayed
loan payments due to Year 2000 problems affecting any of the Company's
significant borrowers or impairing the payroll systems of large employers in its
market area. Because the Company's loan portfolio to individual borrowers is
diversified and its market area does not depend significantly on one employer or
industry, management does not expect any such Year 2000 related difficulties
that may affect the Company's depositors and borrowers to significantly affect
net earnings or cash flows.
Because the Company has only two commercial borrowers and neither loan is of a
material amount, the Company has not requested certification from those
borrowers that their computer systems are Year 2000 compliant. The Company will
require borrowers under new commercial loans in excess of $50,000 that it
originates to certify that they are aware of the Year 2000 issue and will give
all necessary attention to insure that their information technology will be Year
2000 compliant.
The Company has developed contingency plans to be implemented in the event of
the failure of all or part of its Year 2000 program or of the Year 2000 programs
of any of its service providers. These contingency plans involve, among other
actions, manual workarounds, adjusting staffing strategies and temporarily
discontinuing services or products which are not considered by management to be
critical to the Company's operations. The contingency plans include business
resumption procedures, event planning and a strategy for managing cash reserves.
Additionally, management has assessed employee training needs and determined a
method for testing the viability of business resumption procedures. This testing
is expected to be completed by November 30, 1999. The Company has also broadened
its customer awareness campaign to keep customers informed of its Year 2000
efforts.
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 affect the quantitative and qualitative risk
disclosures as presented in Item 7A of the Registrant's Annual Report on Form
10-K for the year ended June 30,1999.
The Securities and Exchange Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants with the commission, including the Company. The address of that Web
site is http://www.sec.gov.
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.
10
<PAGE>
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed herewith or incorporated by reference
herein are set forth on the Exhibit Index on page 12.
(b) The Company filed a report on form 8-K on August 30, 1999,
to report a change in the date of the Company's Annual
Meeting of Shareholders.
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: November 10, 1999 By:/s/ Fred W. Carter
------------------------
Fred W. Carter
President and Chief Executive Officer
Date: November 10, 1999 By:/s/ Stephen D. Davis
------------------------
Stephen D. Davis
Treasurer
12
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3(1) Registrant's Articles of Incorporation are incorporated by
reference to Exhibit 3(1) to the Registration Statement on
Form S-1 (Registration No. 333-29031) (the "Registration
Statement")
(2) Registrant's Code of By-Laws are incorporated by reference
to Exhibit 3(2) to the Registration Statement
10(4) Citizens Bancorp Employee Stock Ownership Plan and Trust
Agreement is incorporated by reference to Exhibit 10(4) to
the Registrant's Form 10-K for the period ended June 30,
1997 (the "1997 Form 10-K")
(5) Employment Agreement between Citizens Savings Bank of
Frankfort and Fred W. Carter is incorporated by reference
to Exhibit 10(5) to the Registration Statement
(6) Director Deferred Compensation Agreement -- Fred W. Carter
is incorporated by reference to Exhibit 10(6) to the
Registration Statement
(7) Executive Supplemental Retirement Agreement -- Fred W.
Carter is incorporated by reference to Exhibit 10(7) to
the Registration Statement
(8) Executive Supplemental Retirement Agreement -- Stephen D.
Davis is incorporated by reference to Exhibit 10(8) to the
Registration Statement
(9) Executive Supplemental Retirement Agreement -- Cindy S.
Chambers is incorporated by reference to Exhibit 10(9) to
the Registration Statement
(10) Exempt Loan and Share Purchase Agreement between Trust
under Citizens Bancorp Employee Stock Ownership Plan and
Trust Agreement and Citizens Bancorp is incorporated by
reference to Exhibit 10(10) of the 1997 Form 10-K
27 Financial Data Schedule
13
<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 SEPTEMBER 30, 1999 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> 3-mos
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-1-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1.000
<CASH> 824
<INT-BEARING-DEPOSITS> 1,768
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 407
<INVESTMENTS-CARRYING> 425
<INVESTMENTS-MARKET> 425
<LOANS> 54,004
<ALLOWANCE> 341
<TOTAL-ASSETS> 60,884
<DEPOSITS> 36,463
<SHORT-TERM> 2,500
<LIABILITIES-OTHER> 811
<LONG-TERM> 6,000
<COMMON> 8,293
0
0
<OTHER-SE> 6,536
<TOTAL-LIABILITIES-AND-EQUITY> 60,884
<INTEREST-LOAN> 1,087
<INTEREST-INVEST> 13
<INTEREST-OTHER> 25
<INTEREST-TOTAL> 1,125
<INTEREST-DEPOSIT> 383
<INTEREST-EXPENSE> 498
<INTEREST-INCOME-NET> 627
<LOAN-LOSSES> 15
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 310
<INCOME-PRETAX> 359
<INCOME-PRE-EXTRAORDINARY> 216
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 216
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.24
<YIELD-ACTUAL> 4.46
<LOANS-NON> 343
<LOANS-PAST> 112
<LOANS-TROUBLED> 35
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 326
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 341
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 341
</TABLE>
