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, 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 February 10, 2000 was 959,401.
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 December 31, 1999 and June 30, 1999
(Unaudited) 3
Consolidated Statements of Income for the three
months ended December 31, 1999 and 1998
(Unaudited) 4
Consolidated Statements of Income for the six
months ended December 31, 1999 and 1998
(Unaudited) 5
Consolidated Statement of Shareholders' Equity
for the six months ended December 31, 1999
(Unaudited) 6
Consolidated Statements of Cash Flows for the
six months ended December 31, 1999 and 1998
(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 Disclosures about Market Risk 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
-------- ------
(Unaudited) (Note A)
<S> <C> <C>
Assets
Cash and due from banks $ 1,286 $ 444
Interest-bearing demand deposits 927 152
-------- --------
Cash and cash equivalents 2,213 596
Interest-bearing time deposits 1,486 1,486
Investment securities - available for sale 391 388
Loans receivable, net 55,036 53,104
Land held for development 862 913
Cash surrender value of life insurance contracts 1,183 1,162
Premises and equipment 565 567
Federal Home Loan Bank stock 575 419
Other assets 875 835
-------- --------
Total assets $ 63,186 $ 59,470
======== ========
Liabilities
Deposits $ 35,785 $ 36,976
Federal Home Loan Bank advances 11,500 7,000
Other liabilities 688 605
-------- --------
Total liabilities 47,973 44,581
-------- --------
Equity Received From Contributions to the ESOP 313 249
-------- --------
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 - 874,761 and 881,114 shares 8,230 8,293
Unearned Recognition and Retention Plan ("RRP") (464) (538)
Retained Earnings 7,154 6,903
Accumulated other comprehensive income (loss) (20) (18)
-------- --------
Total shareholders' equity 14,900 14,640
-------- --------
Total liabilities and shareholders' equity $ 63,186 $ 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 December 31,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Interest income:
Loans receivable $ 1,106 $ 1,063
Investment securities 15 10
Deposits with financial institutions 29 69
-------- --------
Total interest income 1,150 1,142
-------- --------
Interest expense:
Interest on deposits 375 425
Interest on borrowings 144 88
-------- --------
Total interest expense 519 513
-------- --------
Net interest income 631 629
Provision for loan losses 15 20
-------- --------
Net interest income after provision for loan losses 616 609
-------- --------
Other income:
Service charges on deposit accounts and other 33 36
Gain on sales of land held for development 3 9
Other income 17 15
-------- --------
Total other income 53 60
-------- --------
Other expenses:
Salaries and employee benefits 198 174
Net occupancy expenses 15 18
Equipment expenses 23 22
Data processing fees 31 33
Deposit insurance expense 6 6
Legal and professional fees 27 21
Other expenses 63 63
-------- --------
Total other expenses 363 337
-------- --------
Income before income tax 306 332
Income tax expense 130 138
-------- --------
Net income $ 176 $ 194
======== ========
Basic earnings per share $ .20 $ .20
Diluted earnings per share $ .20 $ .20
Weighted average shares outstanding 900,466 970,903
</TABLE>
See notes to consolidated unaudited financial statements.
4
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CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)
<TABLE>
<CAPTION>
Six months ended December 31,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Interest income:
Loans receivable $ 2,193 $ 2,097
Investment securities 28 20
Deposits with financial institutions 54 107
-------- --------
Total interest income 2,275 2,224
-------- --------
Interest expense:
Interest on deposits 758 823
Interest on borrowings 259 147
-------- --------
Total interest expense 1,017 970
-------- --------
Net interest income 1,258 1,254
Provision for loan losses 30 35
-------- --------
Net interest income after provision for loan losses 1,228 1,219
-------- --------
Other income:
Service charges on deposit accounts and other 69 71
Gain on sales of land held for development 10 11
Other income 31 29
-------- --------
Total other income 110 111
-------- --------
Other expenses:
Salaries and employee benefits 357 333
Net occupancy expenses 32 35
Equipment expenses 45 42
Data processing fees 65 70
Deposit insurance expense 12 12
Legal and professional fees 37 58
Other expenses 125 124
-------- --------
Total other expenses 673 674
-------- --------
Income before income tax 665 656
Income tax expense 273 276
-------- --------
Net income $ 392 $ 380
======== ========
Basic earnings per share $ .44 $ .39
Diluted earnings per share $ .44 $ .39
Weighted average shares outstanding 900,643 976,859
</TABLE>
See notes to consolidated unaudited financial statements.
5
<PAGE>
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Unearned Accumulated
------------------------- Recognition Other Total
Shares Comprehensive Retained and Comprehensive Shareholders'
Outstanding Amount Income Earnings Retention Plan Income (Loss) 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 $ 392 392 392
Unrealized gains
(losses) on securities,
net of tax (2) (2) (2)
------
Comprehensive income $ 390
======
Cash dividends (125) (125)
($0.14 per share)
Purchase of stock (6,353) (63) (16) (79)
RRP shares earned 74 74
---------------------- -----------------------------------------------------
Balance,
December 31, 1999 874,761 $8,230 $7,154 $ (464) $ (20) $ 14,900
====================== =====================================================
</TABLE>
See notes to consolidated unaudited financial statements.
6
<PAGE>
CITIZENS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
Six months ended December 31,
1999 1998
------- -------
(Unaudited)
<S> <C> <C>
Operating activities:
Net income $ 392 $ 380
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 30 35
Depreciation and amortization 27 21
Deferred federal income tax credit -- 31
ESOP/RRP shares earned 137 118
Net change in
Other assets and cash surrender value (60) (291)
Other liabilities 74 (264)
------- -------
Net cash provided by
operating activities 600 30
------- -------
Investing activities:
Net change in interest-bearing deposits -- 198
Purchases of securities available for sale (5) (5)
Net change in loans (1,962) (4,096)
Purchases of premises and equipment (25 --
Net change in land held for development 51 50
Purchase of FHLB stock (156) --
------- -------
Net cash used by investing activities (2,097) (3,853)
------- -------
Financing activities:
Net change in
Demand and savings deposits 329 114
Certificates of deposit (1,520) 1,995
Proceeds from borrowings 4,500 6,500
Repayment of borrowings -- (3,500)
Purchase of stock (79) (401)
Cash dividends (116) (97)
------- -------
Net cash provided by financing activities 3,114 4,611
------- -------
Net change in cash and cash equivalents 1,617 788
Cash and cash equivalents at beginning of period 596 750
------- -------
Cash and cash equivalents at end of period $ 2,213 $ 1,538
======= =======
</TABLE>
See notes to consolidated unaudited financial statements.
7
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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- and six-month periods ended
December 31, 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, after filing a notice with the OTS, to pay dividends
on its stock if its regulatory capital would not be reduced below the amount
then required for the liquidation account. In addition, without prior approval,
current regulations allow Citizens to pay dividends to the Company not exceeding
net profits (as defined) for the current calendar year to date plus Citizens'
retained net income for the preceding two years.
NOTE C: Employee Benefit Plans
Citizens has a Recognition and Retention Plan ("RRP"). Effective on March 24,
1998, awards of grants for 32,798 shares were issued to various directors and
officers of Citizens. These awards generally are to vest and be earned by the
recipient at a rate of 20 percent per year, commencing March 24, 1999.
An ESOP covers substantially all employees of Citizens. The ESOP acquired 84,640
shares at $10.00 per share in the Conversion with funds provided by a loan from
the Company. The ESOP provides for the Company to issue a put option ("option")
to any participant who receives a distribution of Company stock. The option
permits the participant to sell the stock to the Company at any time during two
option periods, as defined in the plan, at the fair market value of the stock.
Accordingly, the $846,400 of stock acquired by the ESOP was reflected as a
reduction to the ESOP equity accounts. Unearned ESOP shares totaled 61,158 and
66,192 at December 31, 1999 and June 30, 1999 and had a fair value of $726,251
at December 31, 1999 and $835,674 at June 30, 1999. Shares are released to
8
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participants proportionately as the loan is repaid. Dividends on allocated
shares are recorded as dividends and charged to retained earnings. Cash
dividends on unallocated shares will be applied to principal and interest due on
the loan. Compensation expense is recorded equal to the fair market value of the
stock when contributions, which are determined annually by the Board of
Directors of Citizens, are made to the ESOP.
Below are the transactions affecting the ESOP equity accounts:
Additional Unearned
Common Paid-in ESOP
Stock Capital Shares Total
---------------------------------------------
Balance, July 1, 1999 $847 $64 $(662) $249
ESOP shares earned 14 50 64
---------------------------------------------
Balance, December 31, 1999 $847 $78 $(612) $313
=============================================
NOTE D: Earnings Per Share
The Company had $.20 earnings per share for the three months ended December 31,
1999, which was the same as its earnings per share for the three months ended
December 31, 1998. Earnings per share for the six months ended December 31, 1999
was $.44, compared to earnings per share of $.39 for the six months ended
December 31, 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.
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 $63.2 million at December 31, 1999, compared to $59.5
million at June 30, 1999. Cash increased $842,000 to $1,286,000 at December 31,
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 $2.4 million at December 31, 1999, from
$1.6 million at June 30, 1999. Net loans receivable increased $1.9 million to
$55.0 million at December 31, 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
$4.5 million to $11.5 million as of December 31, 1999, from $7.0 million at June
30, 1999. This was offset by a decrease in deposits of $1.2 million to $35.8
million at December 31, 1999, from $37.0 million at June 30, 1999.
9
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Shareholders' equity increased $260,000 during the six months ended December 31,
1999. This was primarily a result of the profit of $392,000 for the period,
which increased shareholders' equity, less the cost of the Company's repurchase
of $79,000 of its common stock (6,353 shares) at various times and market prices
during the period. The Company declared a dividend of $.07 per share of common
stock held as of December 31, 1999, payable on January 14, 2000. Shareholders'
equity decreased by $62,000 as a result of the declaration of the dividend.
Comparison of operating results for the three-month periods ended December 31,
1999 and 1998.
The Company had a decrease in net income of $18,000 to $176,000 for the three
months ended December 31, 1999, compared to a net income of $194,000 for the
three-month period ended December 31, 1998. The decrease was primarily due to an
increase of $26,000 in non-interest expense during the 1999 period.
Net interest income increased $2,000 to $631,000 for the quarter ended December
31, 1999, compared to $629,000 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 4.38% for the quarter ended
December 31, 1999, from 4.44% for the same period in 1998.
The provision for loan losses was $15,000 for the three months ended December
31, 1999, compared to $20,000 for the same period in 1998. At December 31, 1999,
the allowance for loan loss was 0.61% of total loans, which was unchanged from
June 30, 1999.
Total non-interest income decreased $7,000 to $53,000 for the quarter ended
December 31, 1999, compared to $60,000 during the same period in 1998. The
decrease is primarily the result of a $6,000 decrease in the gain on sales of
land held for development, to $3,000 for the quarter ended December 31, 1999,
from $9,000 for the same quarter in 1998.
Total non-interest expense increased $26,000 to $363,000 for the quarter ended
December 31, 1999, compared to $337,000 for the same quarter in 1998. The
increase was primarily due to an increase of $24,000 in salaries and benefits
during the 1999 period due to expenses related to the early vesting of the RRP
shares of Advisory Director Ralph C. Hinshaw. Legal and professional fees
increased $6,000 to $27,000 for the three months ended December 31, 1999,
compared to $21,000 for the same period in 1998. These increases were offset by
a $4,000 decrease in office occupancy, equipment and data processing expenses
during the 1999 period.
Income tax expense decreased by $8,000 to $130,000 for the three months ended
December 31, 1999, compared to $138,000 for the three months ended December 31,
1998.
Comparison of operating results for the six-month periods ended December 31,
1999 and 1998.
The Company had an increase in net income of $12,000 to $392,000 for the six
months ended December 31, 1999, compared to a net income of $380,000 for the six
months ended December 31, 1998. The increase was primarily due to an increase of
$4,000 in net interest income during the six months ended December 31, 1999,
combined with a reduction of $5,000 in the provision for loan losses during the
1999 period.
Net interest income increased $4,000 to $1,258,000 for the six months ended
December 31, 1999, compared to $1,254,000 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 4.42% for the six months
ended December 31, 1999, from 4.59% for the same period in 1998.
The provision for loan losses was $30,000 for the six months ended December 31,
1999, compared to $35,000 for the same period in 1998. At December 31, 1999, the
allowance for loan loss was 0.61% of total loans, which was unchanged from June
30, 1999.
Total non-interest income decreased $1,000 to $110,000 for the six months ended
December 31, 1999, compared to $111,000 for the six months ended December 31,
1998.
Total non-interest expense decreased $1,000 to $673,000 for the six months ended
December 31, 1999, compared to $674,000 for the same period in 1998. Salaries
and benefits increased $24,000 during the 1999 period due to expenses related to
the early vesting of the RRP shares of Advisory Director Ralph C. Hinshaw. This
increase was offset by a decrease in legal and professional fees of $21,000 to
$37,000 for the six months ended December 31, 1999, compared to $58,000 for the
same period in 1998. Office occupancy, equipment, data processing and other
expenses decreased $4,000 during the 1999 period.
Income tax expense decreased by $3,000 to $273,000 for the six months ended
December 31, 1999, compared to $276,000 for the six months ended December 31,
1998.
10
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Asset Quality
The allowance for loan losses was $336,000 at December 31, 1999, compared to
$326,000 at June 30, 1999. Management considered the allowance for loan losses
at December 31, 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 six
months ended December 31, 1999.
Balance, July 1, 1999 $ 326,249
Provision for loan losses 30,000
Recoveries --
Charge-offs (20,129)
---------
Balance, December 31, 1999 $ 336,120
=========
Non-performing loans totaled $574,000 or 1.04% of total loans at December
31,1999, 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 December 31, 1999 and June 30, 1999, cash and
interest-bearing deposits totaled $3.7 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 December 31, 1999, borrowings from the FHLB totaled $11.5
million.
Year 2000 Compliance
The Company's Board of Directors and management have reviewed the performance of
the Company's computer systems during the rollover from the year 1999 to the
year 2000. No significant Year 2000 related problems were encountered and the
Company's computer systems are functioning normally in the year 2000.
The bulk of the Company's computer processing is provided under contract by
BISYS, Inc. in Little Falls, New Jersey ("BISYS"). BISYS has reported to the
Company that its systems are functioning normally and have experienced only
minor Year 2000 related problems. Citizens' loan document preparation system,
which is provided by Bankers Systems, is also functioning properly.
There have been no reports from any of the approximately twenty other companies
that supply or service the Company's material operations which would indicate
that they have encountered any serious Year 2000 related problems. None of the
Company's depositors or borrowers have reported any Year 2000 related
difficulties which could significantly affect the net earnings or cash flows of
the Company.
At December 31, 1999 the Company had spent approximately $60,000 in connection
with Year 2000 compliance, with only minor expenses outstanding. Although
management believes it has taken the necessary steps to address the Year 2000
compliance issue, no assurance can be given that some problems will not occur or
that the Company will not incur significant additional expenses in future
periods.
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.
11
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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
On October 20, 1999, Citizens Bancorp held its Annual Meeting of
Shareholders. Two directors were elected to terms expiring in 2002 by
the following votes:
Robert F. Ayres For: 723,601 Withheld: 2,100
Billy J. Wray For: 724,201 Withheld: 1,500
The terms of office of the following directors of Citizens Bancorp
continued after the Annual Shareholder meeting:
Name Term Expiring In
---- ----------------
Fred W. Carter 2000
John J. Miller 2001
Perry W. Lewis 2001
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 13.
(b) No reports on form 8-K were filed during the quarter ended
December 31, 1999.
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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 10, 2000 By:/s/ Fred W. Carter
------------------
Fred W. Carter
President and Chief Executive Officer
Date: February 10, 2000 By: /s/ Stephen D. Davis
---------------------
Stephen D. Davis
Treasurer
13
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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
14
<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, 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> DEC-31-1999
<EXCHANGE-RATE> 1.000
<CASH> 1,286
<INT-BEARING-DEPOSITS> 2,413
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 391
<INVESTMENTS-CARRYING> 575
<INVESTMENTS-MARKET> 575
<LOANS> 55,036
<ALLOWANCE> 336
<TOTAL-ASSETS> 63,186
<DEPOSITS> 35,785
<SHORT-TERM> 5,500
<LIABILITIES-OTHER> 688
<LONG-TERM> 6,000
<COMMON> 8,230
0
0
<OTHER-SE> 6,670
<TOTAL-LIABILITIES-AND-EQUITY> 63,186
<INTEREST-LOAN> 2,193
<INTEREST-INVEST> 28
<INTEREST-OTHER> 54
<INTEREST-TOTAL> 2,275
<INTEREST-DEPOSIT> 758
<INTEREST-EXPENSE> 1,017
<INTEREST-INCOME-NET> 1,258
<LOAN-LOSSES> 30
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 673
<INCOME-PRETAX> 665
<INCOME-PRE-EXTRAORDINARY> 392
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 392
<EPS-BASIC> 0.44
<EPS-DILUTED> 0.44
<YIELD-ACTUAL> 4.42
<LOANS-NON> 335
<LOANS-PAST> 205
<LOANS-TROUBLED> 34
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 326
<CHARGE-OFFS> 20
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 336
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 336
</TABLE>
