<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:....................................June 30, 1998
[ ] 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:..................................................0-25980
First Citizens Banc Corp
------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-1558688
---- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
100 East Water Street, Sandusky, Ohio 44870
- --------------------------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 625-4121
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 reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes
-------
No
-------
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.
Common Stock, no par value
Outstanding at August 13, 1998
4,263,401 common shares
<PAGE> 2
FIRST CITIZENS BANC CORP
Index
<TABLE>
<CAPTION>
<S> <C>
PART I. Financial Information
ITEM 1. Financial Statements:
Consolidated Balance Sheets (unaudited)
June 30, 1998 and December 31, 1997..........................................................3
Consolidated Statements of Income (unaudited)
Three and six months ended June 30, 1998 and 1997............................................4
Consolidated Statement of Shareholders' Equity (unaudited)
For the periods ended December 31, 1996 and 1997 and June 30, 1998...........................5
Consolidated Statement of Cash Flows (unaudited)
Six months ended June 30, 1998 and 1997......................................................6
Notes to Consolidated Financial Statements (unaudited)........................................7-16
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................................17-21
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk........................................21-22
PART II. Other Information
ITEM 1. Legal Proceedings....................................................................................23
ITEM 2. Changes in Securities and Use of Proceeds............................................................23
ITEM 3. Defaults upon Senior Securities......................................................................23
ITEM 4. Submission of Matters to a Vote of Security Holders..................................................23
ITEM 5. Other Information....................................................................................23
ITEM 6. Exhibits and Reports on Form 8-K.....................................................................23
SIGNATURES....................................................................................................25
</TABLE>
<PAGE> 3
FIRST CITIZENS BANC CORP
Consolidated Balance Sheet
<TABLE>
<CAPTION>
(Unaudited)
June 30 December 31
Assets 1998 1997
------------- -------------
<S> <C> <C>
Cash and due from banks $ 16,799,294 $ 17,695,634
Federal funds sold 16,825,000 17,600,000
Interest-bearing deposits 248,282 347,282
Securities
Available-for-sale 151,287,836 137,217,076
Held-to-maturity (Estimated Fair Value of $3,284,333
at June 30, 1998 and $6,796,389 at December 31, 1997) 3,256,748 6,737,206
------------- -------------
Total securities 154,544,584 143,954,282
Loans available for sale 1,871,340 690,998
Loans 284,863,787 292,445,109
Less: Allowance for possible loan losses (4,682,281) (4,707,051)
------------- -------------
Net Loans 280,181,506 287,738,058
Office premises and equipment, net 7,543,709 7,562,988
Intangible assets 2,684,487 2,870,011
Accrued interest and other assets 5,822,503 5,659,119
------------- -------------
Total assets $ 486,520,705 $ 484,118,372
============= =============
Liabilities
Deposits
Interest-bearing deposits $ 363,435,484 $ 365,347,015
Noninterest-bearing deposits 38,979,002 36,836,226
------------- -------------
Total deposits 402,414,486 402,183,241
Federal Home Loan Bank borrowings 13,870,499 14,488,034
Securities sold under agreements to repurchase 10,510,043 7,779,346
U. S. Treasury interest-bearing demand notes payable 3,003,444 3,375,458
Accrued interest, taxes and other expenses 3,682,623 5,092,858
------------- -------------
Total liabilities 433,481,095 432,918,937
Shareholders' Equity
Common stock, no par value; 10,000,000 shares authorized,
4,263,401 shares issued and outstanding 23,257,520 23,257,520
Retained Earnings 26,773,513 25,514,853
Unrealized gain on securities available for sale 3,008,577 2,427,062
------------- -------------
Total shareholders' equity 53,039,610 51,199,435
------------- -------------
Total liabilities and shareholders' equity $ 486,520,705 $ 484,118,372
============= =============
</TABLE>
See notes to interim consolidated financial statements. Page 3
<PAGE> 4
FIRST CITIZENS BANC CORP
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------------- ---------------------------
1998 1997 1998 1997
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 6,060,491 $ 5,926,679 $ 12,306,292 $ 11,580,666
Interest and dividends on securities
Taxable 1,645,258 1,742,415 3,180,523 3,516,859
Nontaxable 515,981 551,513 1,018,068 1,111,578
Interest on federal funds sold 250,405 101,161 452,850 232,206
Other interest income 13,703 25,634 29,349 38,953
------------ ------------ ------------ ------------
Total interest income 8,485,838 8,347,402 16,987,082 16,480,262
INTEREST EXPENSE:
Interest on deposits 3,998,866 3,728,056 7,950,836 7,361,154
Interest on FHLB borrowings 200,291 218,700 407,532 441,649
Interest on other borrowings 130,669 79,767 251,533 169,727
------------ ------------ ------------ ------------
Total interest expense 4,329,826 4,026,523 8,609,901 7,972,530
------------ ------------ ------------ ------------
NET INTEREST INCOME 4,156,012 4,320,879 8,377,181 8,507,732
PROVISION FOR LOAN LOSSES 108,000 203,000 216,000 316,500
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER 4,048,012 4,117,879 8,161,181 8,191,232
PROVISION FOR LOAN LOSSES
NONINTEREST INCOME:
Computer center data processing fees 356,603 533,648 818,695 1,110,390
Service charges on deposit accounts 258,166 230,836 467,827 453,586
Security gain 0 78 19,580 (28,672)
Gain on sale of loans 45,939 0 79,904 0
Other operating income 330,722 248,899 575,273 472,365
------------ ------------ ------------ ------------
Total noninterest income 991,430 1,013,461 1,961,279 2,007,669
NONINTEREST EXPENSE:
Salaries, wages and benefits 1,721,192 1,709,794 3,424,862 3,393,907
Net occupancy expense 159,676 167,605 327,420 331,258
Equipment 182,376 200,454 354,130 391,550
FDIC premiums 5,560 12,160 24,531 23,740
Franchise tax 165,388 157,128 339,370 311,198
Professional fees 526,322 187,391 702,354 373,069
Other operating expenses 883,502 846,822 1,790,790 1,698,086
------------ ------------ ------------ ------------
Total noninterest expense 3,644,016 3,281,354 6,963,457 6,522,808
------------ ------------ ------------ ------------
Income before taxes 1,395,426 1,849,986 3,159,003 3,676,093
Provision for Income taxes 386,285 517,014 889,443 992,316
------------ ------------ ------------ ------------
Net Income $ 1,009,141 $ 1,332,972 $ 2,269,560 $ 2,683,777
============ ============ ============ ============
Per share data (based on 4,263,401 shares)
Earnings per share $ 0.24 $ 0.31 $ 0.53 $ 0.63
============ ============ ============ ============
</TABLE>
See notes to interim consolidated financial statements Page 4
<PAGE> 5
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Form 10-Q
<TABLE>
<CAPTION>
Accumulated
Other Total
Common Stock Retained Comprehensive Comprehensive Shareholders'
Amount Earnings Income Income Equity
<S> <C> <C> <C> <C> <C>
Balances, January 1, 1996
As previously reported $15,257,520 $18,160,292 $388,979 $33,806,791
Restate capital structure for pooling of interests 8,000,000 4,291,053 464,761 12,755,814
Balances, January 1, 1996
As restated 23,257,520 22,451,345 853,740 46,562,605
Net income 5,568,238 $5,568,238 5,568,238
Other comprehensive income, net of tax:
Unrealized gain/(loss) on securities (42,341) (42,341) (42,341)
--------------
Comprehensive income $5,525,897
==============
Cash dividends
($1.02 per share) (3,120,163) (3,120,163)
Cash dividend declared Farmers, prior to merger (280,000) (280,000)
-------------- --------------- ---------------
Balance, December 31, 1996 23,257,520 24,619,420 811,399 48,688,339
Net income 4,440,544 $4,440,544 4,440,544
Other comprehensive income, net of tax:
Unrealized gain/(loss) on securities 1,615,663 1,615,663 1,615,663
--------------
Comprehensive income $6,056,207
==============
Cash dividends
($1.07 per share) (3,265,111) (3,265,111)
Cash dividend declared Farmers, prior to merger (280,000) (280,000)
-------------- --------------- -------------- ---------------
Balance, December 31, 1997 $23,257,520 $25,514,853 2,427,062 $51,199,435
Net income 2,269,560 $2,269,560 2,269,560
Other comprehensive income, net of tax:
Unrealized gain/(loss) on securities 581,515 581,515 581,515
--------------
Comprehensive income $2,851,075
==============
Cash paid for fractional shares (3,451) (3,451)
Cash dividends
($.30 per share) (1,007,449) (1,007,449)
-------------- --------------- -------------- ---------------
Balance, June 30, 1998 $23,257,520 $26,773,513 3,008,577 $53,039,610
============== =============== ============== ===============
</TABLE>
See notes to interim consolidated financial statements Page 5
<PAGE> 6
FIRST CITIZENS BANC CORP
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
----------------------------
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 2,269,560 $ 2,683,777
Adjustments to reconcile net earnings to net cash
from operating activities:
Depreciation and amortization of office premises and equipment 422,009 352,603
Amortization of intangible assets 185,524 168,121
Provision for loan losses 216,000 316,500
Loans originated for sale (4,482,255)
Proceeds from sale of loans 3,342,364
Gain on sale of loans (79,904)
Change in deferred loan fees (90,368) (12,900)
Net amortization of security premiums and discounts 88,222 71,231
Change in accrued interest receivable and other assets (123,931) (1,278,232)
Change in accrued interest, taxes and other expenses (1,709,803) (356,5020
------------ ------------
Net cash from operating activities 37,418 1,944,598
------------ ------------
Cash flows from investing activities
Maturity of deposits in other bank 99,000 293,000
Purchase of securities, held-to-maturity (347,784)
Maturities and calls of securities, held-to-maturity 3,474,857 3,868,523
Maturities and calls of securities, available-for-sale 21,690,783 10,239,062
Purchase of securities, available-for-sale (34,963,081) (7,206,567)
Loans made to customers, net of principal collected 7,430,920 (20,641,370)
Change in federal funds sold 775,000 2,749,000
Proceeds from sale of property and equipment 25,613
Purchases of office promises and equipment (428,343) (234,453)
------------ ------------
Net cash from investing activities (1,895,251) (11,280,589)
------------ ------------
Cash flows from financing activities:
Cash and cash equivalents received from branch acquisition 0 12,153,945
Repayments of FHLB borrowings (617,535) (583,419)
Change in deposits 231,245 755,069
Change in securities sold under agreements to repurchase 2,730,697 (346,348)
Change in U. S. Treasury interest-bearing demand notes payable (372,014) 1,107,125
Cash dividends paid, including cash paid in lieu of fractional shares (1,010,900) (854,421)
------------ ------------
Net cash from financing activities 961,493 12,231,951
------------ ------------
Net Change in cash and due from banks (890,430) 2,895,960
Cash and due from banks at beginning of period 17,695,634 14,146,432
------------ ------------
Cash and due from banks at end of period $ 16,799,294 $ 17,042,392
============ ============
Supplemental disclosures
Cash paid during the period for:
Interest $ 9,157,300 $ 8,465,356
============ ============
Federal Income taxes $ 580,000 $ 626,00
============ ============
</TABLE>
See notes to interim consolidated financial statements Page 6
<PAGE> 7
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
(1) Consolidated Financial Statements
The consolidated financial statements include the accounts of First
Citizens Banc Corp (Corporation) and it wholly-owned subsidiaries, The
Citizens Banking Company (Citizens), The Castalia Banking Company
(Castalia), The Farmers State Bank of New Washington (Farmers), SCC
Resources, Inc. (SCC), and R. A. Reynolds Appraisal Service, Inc.
(Reynolds). All significant intercompany balances and transactions have
been eliminated in consolidation.
The consolidated balance sheets as of June 30, 1998 and December 31,
1997; the consolidated statements of income for the three and six month
periods ended June 30, 1998 and 1997; the consolidated statement of
shareholders' equity for the six months ended June 30, 1998 and the
years ended December 31, 1997 and 1996; and the consolidated statement
of cash flows for the six month periods ended June 30, 1998 and 1997
have been prepared by the Corporation without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Corporation's financial
position as of June 30, 1998 and its results of operations and changes
in cash flows for the periods ended June 30, 1998 and 1997 have been
made. The accompanying consolidated financial statements have been
prepared in accordance with instructions of form 10-Q, and therefore
certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. The results of operations for
the period ended June 30, 1998 are not necessarily indicative of the
operating results for the full year. Reference is made to the
accounting policies of the Corporation described in the notes to
financial statements contained in the Corporation's 1997 annual report.
The Corporation has consistently followed these policies in preparing
this Form 10-Q.
The provision for income taxes is based on the effective tax rate
expected to be applicable for the entire year. The corporation follows
the liability method of accounting for income taxes. The liability
method provides that deferred tax assets and liabilities are recorded
at enacted tax rates based on the difference between the tax basis of
assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as "temporary differences." A valuation
allowance, if needed, reduces deferred tax assets to the amount
expected to be realized.
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing, of Financial Assets and Extinguishments of
Liabilities" in 1996. It revises the accounting for
Page 7
<PAGE> 8
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
transfers of financial assets, such as loans and securities, and for
distinguishing between sales and secured borrowings. It was originally
effective for some transactions in 1997. SFAS No. 127, "Deferral of the
Effective Date of Certain Provisions of FASB Statement No. 125", was
issued in December 1996. SFAS No. 127 deferred for one year the
effective date of provisions related to securities lending, repurchase
agreements and other similar transactions. The remaining portions of
SFAS No. 125 continued to be effective January 1, 1997. SFAS No. 125
did not have a material impact on the Corporation's financial
statements.
First Citizens adopted on January 1, 1998, SFAS No. 130, "Reporting
Comprehensive Income," issued by the FASB in June 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements. SFAS No. 130 requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in the financial
statement that is displayed with the same prominence as other financial
statements. It does not require a specific format for that financial
statement but requires that an enterprise display an amount
representing total comprehensive income for the period in that
financial statement.
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position.
In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information." This statement significantly
changes the way that public business enterprises report information
about operating segments in annual financial statements and requires
that those enterprises report selected information about reportable
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and
services, geographic areas and major customers. SFAS No. 131 uses a
"management approach" to disclose financial and descriptive information
about an enterprise's reportable operating segments which is based on
reporting information the way that management organizes the segments
within the enterprise for making operating decisions and assessing
performance. For many enterprises, the management approach will likely
result in more segments being reported. In addition, SFAS No. 131
requires significantly more information to be disclosed for each
reportable segment than is presently being reported in annual financial
statements. The Statement also requires that selected information be
reported in interim financial statements. SFAS No. 131 is effective for
financial statements for periods beginning after December 15, 1997. No
additional disclosure under SFAS No. 131 was required for First
Citizens.
Page 8
<PAGE> 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and other Postretirement Benefits". SFAS No. 132 amends
disclosure requirements of previous pension and other postretirement
benefit accounting standards by requiring additional disclosures about
such plans as well as eliminating some disclosures no longer considered
useful. SFAS No. 132 also allows greater aggregation of disclosures for
employers with multiple defined benefit plans. Non-public companies are
subject to reduced disclosure requirements, however, such entities may
elect to follow the full disclosure requirements of SFAS No. 132. SFAS
No. 132 will be effective for 1998 and is not expected to have a
significant impact on the First Citizens financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 requires companies to
record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the
values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship
must be highly effective in achieving offsetting changes in fair value
or cash flows. SFAS No. 133 does not allow hedging of a security which
is classified as held-to-maturity, accordingly, upon adoption of SFAS
No. 133, companies may reclassify any security from held-to-maturity to
available-for-sale if they wish to be able to hedge the security in the
future. SFAS No. 133 is effective for fiscal years beginning after June
15, 1999 with early adoption encouraged for any fiscal quarter
beginning July 1, 1998 or later, with no retroactive application.
Page 9
<PAGE> 10
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
(2) Securities
The amortized cost, gross unrealized gains and losses and estimated
fair values of securities as presented in the consolidated balance
sheets at June 30, 1998 and December 31, 1997 are as follows:
<TABLE>
<CAPTION>
June 30, 1998
-------------------------------------------------------------------------
Gross Gross
Unrealized Unrealized Estimated
AVAILABLE FOR SALE Amortized Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. Government corporations and
agencies $73,133,867 $412,701 ($46,800) $73,499,768
Obligations of state and political
sub divisions 40,698,332 1,129,463 (7,231) 41,820,564
Corporate bonds 7,736,199 51,894 (1,901) 7,786,192
Equity securities 2,737,909 3,051,895 (42,186) 5,747,618
Other securities, including mortgage-
backed securities 22,422,844 32,604 (21,754) 22,433,694
---------- ------ -------- ----------
$146,729,151 $4,678,557 ($119,872) $151,287,836
============ ========== ========= ============
June 30, 1998
------------------------------------------------------------------------
Gross Gross
Unrealized Unrealized Estimated Fair
HELD TO MATURITY Amortized Cost Gains Losses Value
Obligations of state and political
subdivisions 2,199,112 18,644 0 2,217,756
Other securities, including mortgage-
backed securities 1,057,636 9,435 ($493) 1,066,578
--------- ----- ------ ---------
$3,256,748 $28,079 ($ 493) $3,284,334
========== ======= ======= ==========
</TABLE>
Page 10
<PAGE> 11
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1997
Gross Gross
Unrealized Unrealized Estimated Fair
AVAILABLE FOR SALE Amortized Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. Government corporations and
agencies $72,157,416 $308,423 ($179,531) $72,286,308
Obligations of state and political
sub divisions 33,328,474 1,274,319 (16,135) 34,586,658
Corporate bonds 4,551,174 29,706 (8,371) 4,572,509
Equity securities 3,234,209 2,460,081 (20,116) 5,674,174
Other securities, including mortgage-
backed securities 20,093,479 38,300 (34,352) 20,097,427
---------- ------ -------- ----------
$133,364,752 $4,110,829 ($258,505) $137,217,076
============ ========== ========== ============
December 31, 1997
Gross Gross
Unrealized Unrealized Estimated Fair
HELD TO MATURITY Amortized Cost Gains Losses Value
U.S. Treasury securities and obligations
of U.S. Government corporations and
agencies $1,000,000 $2,500 $1,002,500
Obligations of states and political
subdivisions 4,004,519 50,389 ($5,613) 4,049,295
Other securities, including mortgage-
backed securities 1,732,687 13,974 (2,067) 1,744,594
--------- ------ ------- ---------
$6,737,206 $66,863 ($7,680) $6,796,389
========== ======= ======== ==========
</TABLE>
Page 11
<PAGE> 12
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
The amortized cost and estimated fair value of debt securities at June 30, 1998,
by contractual maturity, are shown below. Actual maturities may differ from
contractual maturities because issuers may have the right to call or prepay
obligations.
<TABLE>
<CAPTION>
Amortized Cost Estimated Fair
Value
<S> <C> <C>
AVAILABLE FOR SALE
Due in one year or less $24,554,158 $24,596,224
Due after one year through five years 62,417,383 63,235,810
Due after five years through ten years 25,201,112 25,807,417
Due after ten years 1,446,970 1,473,146
Mortgage-backed securities 12,085,782 12,080,715
Other securities 18,285,837 18,346,906
Equity securities 2,737,909 5,747,618
--------- ---------
Total securities available for sale $146,729,151 $151,287,836
============ ============
HELD TO MATURITY
Due in one year or less $1,844,112 $1,858,882
Due after one year through five years 355,000 358,875
Mortgage-backed securities 420,153 425,632
Other securities 637,483 640,945
------- -------
Total securities held to maturity $3,256,748 $3,284,334
========== ==========
</TABLE>
No securities were sold during the six months ended June 30, 1998.
Farmers sold securities during the six months ended June 30, 1997
resulting in a loss of $34,922. Securities called or settled by the
issuer resulted in gains of $19,580 for the six months ended June 30,
1998 and $6,250 for the six months ended June 30, 1997. The net loss
for 1997 was $28,672.
Securities with a carrying value of approximately $52,242,000 and
$48,318,000 were pledged as of June 30, 1998 and December 31, 1997,
respectively, to secure public deposits, other deposits and liabilities
as required by law.
Page 12
<PAGE> 13
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
(3) Loans
Loans as presented in the consolidated balance sheet are comprised of
the following classifications:
<TABLE>
<CAPTION>
6/30/98 12/31/97
<S> <C> <C>
Commercial and agriculture $ 53,383,976 $ 68,969,554
Real estate - mortgage 183,294,078 177,778,532
Real estate - construction 2,985,074 3,922,768
Consumer 45,395,089 41,863,624
Credit card and other 1,348,954 1,693,798
Deferred loan fees (1,212,652) (1,303,020)
Unearned Interest (330,732) (480,147)
----------- -----------
Total loans $284,863,787 $292,445,109
============ ============
</TABLE>
(4) Allowance for Loan Losses
A summary of the activity in the allowance for loan losses for the six
months ended June 30, 1998 and June 30, 1997 is as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Balance January 1, $4,707,051 $3,935,039
Loans charged off (367,266) (306,432)
Recoveries 126,496 124,992
Provision for loan losses 216,000 316,500
------- -------
Balance June 30, $4,682,281 $4,070,099
========== ==========
</TABLE>
Page 13
<PAGE> 14
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
Information regarding impaired loans is as follows for the six months ended June
30.
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Average investment in impaired loans $4,222,970 $2,954,639
Interest income recognized on impaired loans including
interest income recognized on cash basis $142,919 $61,321
Interest income recognized on impaired loans on cash basis $142,919 $61,321
</TABLE>
Information regarding impaired loans at June 30, 1998 and December 31, 1997 is
as follows:
<TABLE>
<CAPTION>
6/30/98 12/31/97
<S> <C> <C>
Balance impaired loans $4,084,225 $4,335,220
Less portion for which no allowance for loan losses is --- ---
allocated
Portion of impaired loan balance for which an allowance for
credit losses is allocated 4,084,225 4,335,220
Portion of allowance for loan losses allocated to the
impaired loan balance 1,239,249 1,253,779
</TABLE>
(6) Commitments, Contingencies and Off-Balance Sheet Risk
The Bank subsidiaries are parties to financial instruments with
off-balance sheet risk in the normal course of business to meet
financing needs of their customers. These include commitments to make
or purchase loans, undisbursed lines of credit, undisbursed credit card
balances and letters of credit. The Banks' exposure to credit loss in
the event of nonperformance by the other party to the financial
instrument is represented by the contractual amount of those
instruments. The Banks follow the same credit policy to make such
commitments as they use for loans recorded on the consolidated balance
sheet. Since many commitments to make loans expire without being used,
the amount does not
Page 14
<PAGE> 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
necessarily represent future cash commitments. Collateral obtained
relating to the commitments is determined using management's credit
evaluation of the borrower and may include real estate, vehicles,
business assets, deposits and other items. The Banks do make fixed rate
loan commitments for short periods of time. However, such commitments
were immaterial as of June 30, 1998 and December 31, 1997.
Commitments to extend credit and letters of credit approximated the
following amounts at June 30, 1998 and December 31, 1997.
<TABLE>
<CAPTION>
Contract Amount
---------------
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Commitment to extend credit:
Lines of credit and construction loans $22,318,000 $20,308,000
Credit cards 3,118,000 3,169,000
Letters of credit 748,000 667,000
------- -------
$26,184,000 $24,144,000
</TABLE>
The Banks are required to maintain certain reserve balances on hand in
accordance with the Federal Reserve Board requirements. The average
reserve balance maintained in accordance with such requirements for the
periods ended June 30, 1998 and December 31, 1997 approximated
$1,994,000 and $1,682,000 respectively.
In the normal course of business, the Corporation and its subsidiaries
are involved in various legal actions, but in the opinion of management
and its legal counsel, ultimate disposition of such legal matters is
not expected to have a material adverse effect on the consolidated
financial statements.
(7) Acquisitions
Effective April 28, 1998, the Corporation merged with The Farmers State
Bank of New Washington ("Farmers"), headquartered in New Washington,
Ohio, in a transaction accounted for as a pooling of interests. First
Citizens issued approximately 1.2 million shares of common stock to the
shareholders of Farmers based upon an exchange ratio of 6.06 shares of
First Citizens for each outstanding share of Farmers common stock. The
historical financial statements have been restated to show First
Citizens and Farmers on a combined
Page 15
<PAGE> 16
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
- --------------------------------------------------------------------------------
basis. Separate results of operations for First Citizens and Farmers
are as follows:
<TABLE>
<CAPTION>
- ----------------------------- ----------------------------- ------------------------------
Six months ended June 30, Three months ended March 31,
1997 (unaudited) 1998 (unaudited)
- ----------------------------- ----------------------------- ------------------------------
<S> <C> <C>
Net interest income
- ----------------------------- ----------------------------- ------------------------------
First Citizens $6,367,345 $3,229,420
- ----------------------------- ----------------------------- ------------------------------
Farmers 2,140,387 1,030,436
--------- ---------
- ----------------------------- ----------------------------- ------------------------------
Combined $8,507,732 $4,259,856
========== ==========
- ----------------------------- ----------------------------- ------------------------------
- ----------------------------- ----------------------------- ------------------------------
Net Income
- ----------------------------- ----------------------------- ------------------------------
First Citizens $1,828,237 $899,232
- ----------------------------- ----------------------------- ------------------------------
Farmers 855,540 361,187
------- -------
- ----------------------------- ----------------------------- ------------------------------
Combined $2,683,777 $1,260,419
========== ==========
- ----------------------------- ----------------------------- ------------------------------
</TABLE>
Page 16
<PAGE> 17
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
Introduction
- ------------
The following discussion focuses on the consolidated financial condition of
First Citizens Banc Corp at June 30, 1998, compared to December 31, 1997 and the
consolidated results of operations for the three and six month periods ending
June 30, 1998 compared to the same periods in 1997. This discussion should be
read in conjunction with the consolidated financial statements and footnotes
included in this Form 10-Q.
The registrant is not aware of any trends, events or uncertainties that will
have, or are reasonably likely to have, a material effect on the liquidity,
capital resources, or operations except as discussed herein. Also, the
registrant is not aware of any current recommendation by regulatory authorities,
which would have such effect if implemented.
In addition to the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, the Corporation's operations, and the
Corporation's actual results could differ significantly from those disclosed in
forward-looking statements. Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and in the Corporation's general market area.
Some of the forward-looking statements included herein are the statements
regarding the following:
1. Management's determination of the amount of loan loss allowance and
the amount of the loan loss provision;
2. The sufficiency of the Corporation's liquidity and capital reserves
See Exhibit 99, which is incorporated herein by reference.
Financial Condition
- -------------------
Total assets of the Corporation at June 30, 1998 totaled $486,520,705 compared
to $484,118,372 at December 31, 1997. This was an increase of $2,402,333 or 0.5
percent. Within the structure of the assets, net loans have decreased $7,556,552
since December 31, 1997. The decrease in loans is due to the fact that the
Corporation is now selling mortgages on the secondary market. For the first half
of 1998, loans originated for sale totaled $4,482,255. Office premises and
equipment have decreased $19,279 and intangible assets have decreased $185,524
since December 31, 1997. The decrease in office premises and equipment is
attributed to new purchases of $428,343, less proceeds
Page 17
<PAGE> 18
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
from the sale of equipment of $25,613 and depreciation of $422,009.
At June 30, 1998, $151,287,836, or 97.9 percent of the portfolio was classified
as available-for-sale. The remainder of $3,256,748 was classified as
held-to-maturity. Securities increased $10,590,302 from December 31, 1997. With
loan demand being slow, additional investments in securities have been made to
gain additional yield over fed funds
Total loans at June 30, 1998 decreased $7,581,322, or 2.6 percent from year end
1997. Loans available-for-sale increased $1,180,342, or 170.8 percent from
December 31, 1997. At June 30, 1998, the net loan to deposit ratio was 69.6
percent compared to 71.5 percent at December 31, 1997.
At June 30, 1998, the allowance for loan losses as a percent of total loans was
1.64 percent compared to 1.61 percent at December 31, 1997. For the six months
of operations of 1998, $216,000 was placed into the allowance from earnings
compared to $316,500 for the same period of 1997. Net charge-offs for the first
six months of 1998 were $240,770 compared to $181,439 for the same period of
1997. Impaired loans at June 30, 1998 totaled $4,084,225, or 1.4 percent of the
loan portfolio compared to $4,335,220, or 1.5 percent of the loan portfolio at
December 31, 1997.
Total deposits at June 30, 1998 increased $231,245 from year-end 1997.
Noninterest bearing deposits, representing demand deposit balances, increased
$2,142,776 from year-end 1997. Interest bearing deposits, including savings and
time deposits, decreased $1,911,531 from year-end 1997. The year to date 1998
average balance of savings deposits has decreased $8,673,000 compared to the
average balance of the same period for 1997. The current average rate of these
deposits is 2.92 percent. The year to date 1998 average balance of time
certificates has increased $19,923,000 compared to the average balance for the
same period for 1997. The current average rate on these deposits is 5.55
percent. The average balance of certificates of deposit increased because of the
introduction of a 13-month add-on certificate. Substantial dollars shifted from
savings to this certificate to take advantage of the higher rate.
Other borrowed funds have increased $1,741,148 from December 31, 1997 to June
30, 1998. Federal Home Loan Bank borrowings have decreased $617,535 as a result
of scheduled paydowns. Securities sold under agreements to repurchase have
increased $2,730,697 and U.S. Treasury Tax Demand Notes have decreased $372,014.
Shareholders' equity at June 30, 1998 was $53,039,610, which was 10.9 percent of
total assets. Shareholders' equity at December 31, 1997 was $51,199,435, which
was 10.6 percent of total assets. The increase in shareholders' equity was
represented by earnings of $2,269,560 less dividends of $1,010,900 plus the
increase in the unrealized gain on securities available for sale of $581,515.
The company paid cash dividends on February 1, 1998 and May 1, 1998 at the rate
of $.15 per share
Page 18
<PAGE> 19
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
each. The February 1, 1998 dividend was prior to the merger with Farmers. The
May 1, 1998 dividend was payable to shareholders of record on April 21, which
was also prior to the merger with Farmers. Farmers paid a dividend of $92,000 in
1998 prior to the merger. Total outstanding shares for the period December 31,
1997 to June 30, 1998 were 4,263,401.
Results of Operations
- ---------------------
Net income for the quarter ended June 30, 1998 was $1,009,141, or $.24 per
common share compared to $1,332,972, or $.31 per common share for the same
period in 1997. This was a decrease of $323,831, or 24.3 percent. Net earnings
for the six months ended June 30, 1998 were $2,269,560, or $.53 per common share
compared to $2,683,777, or $.63 per common share for the same period in 1997.
This was a decrease of $414,217, or 15.4 percent. Some of the reasons for the
decreases are explained below.
Net interest income for the second quarter 1998 totaled $4,156,012 compared to
$4,320,879 for the second quarter of 1997. This was a decrease of $164,867 or
3.8 percent. Total interest income for the first six months of 1998 has
increased $506,820 or 3.0 percent compared to the same period of 1997. The
average rate on earning assets on a tax equivalent basis for the first six
months of 1998 was 7.64 percent and 7.78 percent for the first six months of
1997. Total interest expense for the first six months of 1998 has increased
$637,371 or 8.0 percent compared to the same period of 1997. This increase is
due to an increase in interest on deposits of $589,682. The average rate on
paying liabilities for the first six months of 1998 was 4.46 percent compared to
4.29 percent for the same period of 1997. The net interest margin on a tax
equivalent basis was 3.89 percent for the six-month period ended June 30, 1998
and 4.16 percent for the same period ended June 30, 1997.
Noninterest income for the second quarter 1998 totaled $991,430 compared to
$1,013,461 for the second quarter 1997. This decrease of $22,031 or 2.2 percent
is mainly attributed to decreases in revenue from the computer operations of
$177,045. An increase in gain on the sale of loans of $45,939, an increase in
service charges on deposits accounts of $27,330 and an increase in other
operating income of $81,823 partially offset the decrease. The decrease in
revenue from computer operations is the result of SCC Resources, Inc. selling
its microcomputer division. Noninterest income for the first six months of 1998
totaled $1,961,279 compared to $2,007,669 for the same period of 1997. Decreases
in revenue from the computer operations of $291,695, increased service charges
on deposit accounts of $14,241, gains on the sale of loans of $79,904, gains on
securities of $19,580 versus net losses of $28,672 in the prior year and
increased other operating income of $102,908 attributed to a net decrease in
noninterest income of $46,390 or 2.3 percent.
Noninterest expense for the second quarter 1998 totaled $3,644,016 compared to
$3,281,354 for the
Page 19
<PAGE> 20
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
second quarter 1997. This was an increase of $362,662 or 11.0 percent. The
largest change in noninterest income was in professional fees. Professional fees
increased $338,931, due mainly to one-time costs incurred in the purchase of
Farmers. The increase in noninterest expense for the six months ended June 30,
1998 compared to the same period in 1997 was primarily due to the one-time costs
as well.
Provision for Income Taxes
- --------------------------
The provision for income taxes for the second quarter of 1998 totaled $386,285
compared to $517,014 for the second quarter of 1997. This was a decrease of
$130,729 or 25.3 percent. The decrease in the federal income taxes is a result
of the decrease in total income before taxes of $454,560. The provision for
income taxes for the first half of 1998 totaled $889,443 compared to $992,316
for the first half of 1997. This was a decrease of $102,873 or 10.4 percent. The
decrease in the federal income taxes is a result of the decrease in total income
before taxes of $517,090.
Capital Resources
- -----------------
Shareholders equity totaled $53,039,610 at June 30, 1998 compared to $51,199,435
at December 31, 1997. All of the capital ratios exceed the regulatory minimum
guidelines as identified in the following table:
<TABLE>
<CAPTION>
Corporation Ratios Regulatory
6/30/98 12/31/97 Minimums
------- -------- --------
<S> <C> <C> <C>
Tier I Risk Based Capital 16.42% 17.47% 4.00%
Total Risk Based Capital 17.68% 18.83% 8.00%
Leverage Ratio 9.78% 9.47% 5.00%
</TABLE>
The Corporation paid cash dividends of $.15 per common share on February 1, 1998
and $.15 per common share on May 1, 1998 compared to $.14 per common share on
February 1, 1997 and $.14 per common share on May 1, 1997. Year-to-date 1998
dividends have increased $.02 per common share from year-to-date 1997.
Capital expenditures totaled $428,343 for the first six months of 1998 compared
to $1,190,598 for the same period of 1997. The capital expenditures for the
first six months of 1997 include $956,145 of premises and equipment acquired in
the purchase of two branches.
Page 20
<PAGE> 21
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
Liquidity
- ---------
Liquidity as it relates to the banking entities of the Corporation is the
ability to meet the cash demand and credit needs of its customers. For the first
six months of 1998 the Banks maintained a federal funds sold position that
averaged $16,858,000. In addition, the Banks, through their respective
correspondent banks, maintain federal funds borrowing lines totaling $28,950,000
and the Banks have total borrowing availability at the Federal Home Loan Bank of
Cincinnati of $11,825,356 at June 30, 1998. Finally, 97.9% of the Corporation's
security portfolio has been classified as available for sale, which provides
additional liquidity.
Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------
The Corporation's primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risk. The Banks do not maintain a trading account for
any class of financial instrument and the Corporation is not affected by foreign
currency exchange rate risk or commodity price risk. Due to the basis in
equities held by Farmers being so much less than the current fair value at this
time, the Corporation is not subject to significant equity price risk.
Interest rate risk is the risk that the Corporation's financial condition will
be adversely affected due to movements in interest rates. The Corporation, like
other financial institutions, is subject to interest rate risk to the extent
that its interest-earning assets reprice differently than interest-bearing
liabilities. The income of financial institutions is primarily derived from the
excess of interest earned on interest-earning assets over interest paid on
interest-bearing liabilities. One of the Corporation's principal financial
objectives is to achieve long-term profitability while reducing its exposure to
fluctuations in interest rates. Accordingly, the Corporation places great
importance on monitoring and controlling interest rate risk.
There are several methods employed by the Corporation to monitor and control
interest rate risk. One such method is using gap analysis. The gap is defined as
the repricing variance between rate sensitive assets and rate sensitive
liabilities within certain periods. The repricing can occur due to changes in
rates on variable products as well as maturities of interest-earning assets and
interest-bearing liabilities. A high ratio of interest sensitive liabilities,
generally referred to as a negative gap, tends to benefit net interest income
during periods of falling rates as the average rate on interest-bearing
liabilities falls faster than the average rate earned on interest-earning
assets. The opposite holds true in during periods of rising rates. The
Corporation attempts to
Page 21
<PAGE> 22
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Form 10-Q
- --------------------------------------------------------------------------------
minimize the interest rate risk through management of the gap in order to
achieve consistent shareholder return. The Corporation's Assets and Liability
Management Policy is to maintain a laddered gap position. One strategy is to
originate variable rate loans tied to market indices. Such loans reprice as the
underlying market index changes. Currently, approximately 54.2% of the
Corporation's loan portfolio reprices on at least an annual basis. The
Corporation also invests excess funds in federal funds that mature and reprice
daily.
The Corporation's 1997 annual report details a table, which provides information
about the Banks financial instruments that are sensitive to changes in interest
rates as of December 31, 1997. The table is based on information and assumptions
set forth in the notes. The Corporation believes the assumptions are reasonable.
For loans, securities and liabilities with contractual maturities, the table
represents principal cash flows and weighted average interest rate. For variable
rate loans the contractual maturity and weighted average interest rate were used
with an explanatory footnote as to repricing periods. For liabilities without
contractual maturities such as demand and savings deposits, a decay rate was
utilized to match their most likely withdrawal behavior. Since the
Asset/Liability mix of Farmers is similar to that of First Citizens, management
believes that no events have occurred since December 31, 1997 which would
significantly change the ratio of rate sensitive liabilities for the given time
horizon.
Year 2000 Issue
- ---------------
Many computer programs use only two digits to identify a year in the date field
and were apparently designed and developed without considering the impact of the
upcoming change in the century. Such programs could erroneously read entries for
the year 2000 as the year 1900. This could result in major systems failures and
miscalculations. Rapid and accurate data processing is essential to the
operation of financial institutions, such as the Corporation. The Corporation
has formed a Year 2000 committee to assess the extent to which it and its
outside vendors may be adversely affected by Year 2000 problems. Management has
determined that most programs are or will be capable of identifying the turn of
the century. Management is closely monitoring this issue and expects full
compliance for the Corporation by the end of 1998.
In addition, the Corporation has instituted a program of notification for its
loan customers. The program is designed to alert all of the Corporation's loan
customers as to the nature and the seriousness of the Year 2000 issue.
Notification at this early stage is expected to offer our customers the greatest
opportunity to address this issue on their end, so that they can avoid any Year
2000 related problems.
Page 22
<PAGE> 23
First Citizens Banc Corp
Other Information
Form 10-Q
- --------------------------------------------------------------------------------
Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
First Citizens Banc Corp held a Special meeting of Shareholders on
March 17, 1998, for the purpose of adopting the Agreement and Plan of
Reorganization dated July 3, 1997 as amended November 25, 1997,
November 26, 1997 and January 26, 1998 by and between the Corporation
and The Farmers State Bank of New Washington, Ohio and the related
Merger Agreement, and to approve the transaction contemplated. The
results of voting were as follows:
<TABLE>
<CAPTION>
--------------------------- -------------------------- ------------------------------
FOR AGAINST ABSTAIN
--------------------------- -------------------------- ------------------------------
<S> <C> <C>
2,304,047 23,060 3,148
--------------------------- -------------------------- ------------------------------
</TABLE>
First Citizens Banc Corp held its annual meeting on April 21, 1998, for
the purpose of considering and voting on the following:
1.) To elect four Class III directors to serve for terms of three years
or until their successors are elected and qualified.
2.) To ratify the appointment of Crowe, Chizek & Co. as independent
auditors for the calendar year 1998.
Four directors, John L. Bacon, H. Lowell Hoffman, Lowell W. Leech,
David A. Voight were nominated for reelection and were subsequently reelected as
directors. No other issues were brought before the meeting.
The summary of the voting of 3,051,504 common shares outstanding were
as follows:
Page 23
<PAGE> 24
First Citizens Banc Corp
Other Information
Form 10-Q
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For Against Not Voted
Director Candidate
- ------------------
<S> <C> <C> <C>
John L. Bacon 2,687,200
H. Lowell Hoffman 2,687,200
Lowell W. Leech 2,681,152
David A. Voight 2,687,200
Accounting Firm
- ---------------
Crowe, Chizek & Co. 2,689,186 4,465
</TABLE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. (a) EXHIBIT NO. 27 Financial Data Schedule.........................27
(b) EXHIBIT NO. 27.1 Restated Financial Data Schedule
(c) EXHIBIT NO. 27.2 Restated Financial Data Schedule
(d) EXHIBIT NO. 27.3 Restated Financial Data Schedule
(e) REPORTS ON FORM 8-K - Incorporated by reference. Originally filed
on May 13, 1998 and subsequently amended on July 10, 1998
Page 24
<PAGE> 25
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, The
registrant has caused this report to be signed on its behalf the undersigned
thereunto duly authorized.
First Citizens Banc Corp
/s/ David A. Voight August 14, 1997
- -------------------------- ---------------
David A. Voight Date
President
/s/ James O. Miller August 14, 1997
- -------------------------- ---------------
James O. Miller Date
Senior Vice President
Page 25
<PAGE> 26
First Citizens Banc Corp
Index to Exhibits
Form 10-Q
<TABLE>
<CAPTION>
Exhibit
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
27 Financial Data Schedule 27
27.1 Restated Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated Financial Date Schedule
99 Safe Harbor Under the Private Securities Incorporated by reference to Exhibit 99 to
Litigation Reform Act of 1995 Annual Report on Form 10-K for the Year Ended
December 31, 1997 filed by the registrant on
March 25, 1998
</TABLE>
Page 26
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000944745
<NAME> FIRST CITIZENS BANC CORP
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 16,799,294
<INT-BEARING-DEPOSITS> 248,282
<FED-FUNDS-SOLD> 16,825,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 151,287,836
<INVESTMENTS-CARRYING> 3,256,748
<INVESTMENTS-MARKET> 3,284,333
<LOANS> 280,181,506
<ALLOWANCE> 4,682,281
<TOTAL-ASSETS> 486,520,705
<DEPOSITS> 402,414,486
<SHORT-TERM> 13,513,487
<LIABILITIES-OTHER> 3,682,623
<LONG-TERM> 13,870,499
0
0
<COMMON> 23,257,520
<OTHER-SE> 29,782,090
<TOTAL-LIABILITIES-AND-EQUITY> 486,520,705
<INTEREST-LOAN> 12,306,292
<INTEREST-INVEST> 4,198,591
<INTEREST-OTHER> 482,199
<INTEREST-TOTAL> 16,987,082
<INTEREST-DEPOSIT> 7,950,836
<INTEREST-EXPENSE> 8,609,901
<INTEREST-INCOME-NET> 8,377,181
<LOAN-LOSSES> 216,000
<SECURITIES-GAINS> 19,580
<EXPENSE-OTHER> 6,963,457
<INCOME-PRETAX> 3,159,003
<INCOME-PRE-EXTRAORDINARY> 2,269,560
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,269,560
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
<YIELD-ACTUAL> 3.66
<LOANS-NON> 2,136,000
<LOANS-PAST> 1,151,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,707,051
<CHARGE-OFFS> 367,266
<RECOVERIES> 126,496
<ALLOWANCE-CLOSE> 4,682,281
<ALLOWANCE-DOMESTIC> 4,682,281
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,806,471
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<CIK> 0000944745
<NAME> FIRST CITIZENS BANC CORP
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR 9-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1998 DEC-31-1997 SEP-30-1997 JUN-30-1997
<CASH> 14,813,367 17,695,634 15,661,623 17,042,392
<INT-BEARING-DEPOSITS> 248,282 347,282 442,282 740,282
<FED-FUNDS-SOLD> 19,140,000 17,600,000 10,562,000 6,872,000
<TRADING-ASSETS> 0 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 140,624,447 137,217,076 135,508,886 111,232,362
<INVESTMENTS-CARRYING> 4,601,684 6,737,206 9,563,021 40,063,790
<INVESTMENTS-MARKET> 4,646,843 6,796,389 0 40,157,713
<LOANS> 284,671,005 287,738,058 286,719,410 280,360,449
<ALLOWANCE> 4,704,700 4,707,051 3,479,438 4,070,099
<TOTAL-ASSETS> 481,729,450 484,118,372 474,349,447 473,595,785
<DEPOSITS> 400,837,600 402,183,241 391,160,319 391,141,215
<SHORT-TERM> 10,494,859 11,154,804 12,142,912 12,694,310
<LIABILITIES-OTHER> 3,835,391 5,092,858 3,388,711 3,838,863
<LONG-TERM> 14,182,740 14,488,034 14,790,282 15,088,267
0 0 0 0
0 0 0 0
<COMMON> 23,257,520 23,257,520 23,257,520 23,257,520
<OTHER-SE> 29,121,340 27,941,915 29,609,703 27,575,610
<TOTAL-LIABILITIES-AND-EQUITY> 481,729,450 484,118,372 474,349,447 473,595,785
<INTEREST-LOAN> 6,284,484 24,274,287 17,875,587 11,580,666
<INTEREST-INVEST> 1,989,105 8,703,551 7,182,648 4,628,437
<INTEREST-OTHER> 266,341 930,400 64,088 271,159
<INTEREST-TOTAL> 8,539,930 33,908,238 25,122,323 16,480,262
<INTEREST-DEPOSIT> 3,951,969 15,247,451 11,240,356 7,361,154
<INTEREST-EXPENSE> 4,280,074 16,675,000 945,306 7,972,530
<INTEREST-INCOME-NET> 4,259,856 17,238,238 12,936,661 8,507,732
<LOAN-LOSSES> 108,000 1,129,468 434,500 316,500
<SECURITIES-GAINS> 19,580 107,057 146,384 (28,672)
<EXPENSE-OTHER> 3,319,444 14,190,411 10,008,526 6,522,808
<INCOME-PRETAX> 1,763,577 5,999,483 5,532,902 3,676,093
<INCOME-PRE-EXTRAORDINARY> 1,260,419 4,440,544 5,532,902 2,683,777
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 1,260,419 4,440,544 3,984,439 2,683,777
<EPS-PRIMARY> .30 1.04 0.93 .63
<EPS-DILUTED> .03 1.04 0.93 .63
<YIELD-ACTUAL> 3.68 3.83 3.91 3.88
<LOANS-NON> 2,175,000 1,969,000 1,841,000 1,661,000
<LOANS-PAST> 1,345,000 1,685,000 2,105,000 2,139,000
<LOANS-TROUBLED> 0 0 0 0
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<NAME> FIRST CITIZENS BANC CORP
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