<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:...............................September 30, 2000
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:..................................................0-25980
FIRST CITIZENS BANC CORP
(Exact name of registrant as specified in its charter)
OHIO 34-1558688
(State or other jurisdiction of (I.R.S. Employer
incorporation 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 issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value
Outstanding at November 13, 2000
4,087,619 common shares
<PAGE> 2
FIRST CITIZENS BANC CORP
Index
<TABLE>
<S> <C> <C>
PART I. Financial Information
ITEM 1. Financial Statements:
Consolidated Balance Sheets (unaudited)
September 30, 2000 and December 31, 1999.......................................................3
Consolidated Statements of Income (unaudited)
Three and nine months ended September 30, 2000 and 1999........................................4
Consolidated Statements of Comprehensive Income (unaudited)
Three and nine months ended September 30, 2000 and 1999........................................5
Consolidated Statement of Shareholders' Equity (unaudited)
For the years ended December 31, 1999 and
nine months ended September 30, 2000...........................................................6
Consolidated Statement of Cash Flows (unaudited)
Nine months ended September 30, 2000 and 1999..................................................7
Notes to Consolidated Financial Statements (unaudited).........................................8-15
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................................16-21
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk....................................22-23
PART II. Other Information
ITEM 1. Legal Proceedings................................................................................24
ITEM 2. Changes in Securities and Use of Proceeds........................................................24
ITEM 3. Defaults Upon Senior Securities..................................................................24
ITEM 4. Submission of Matters to a Vote of Security Holders..............................................24
ITEM 5. Other Information................................................................................24
ITEM 6. Exhibits and Reports on Form 8-K.................................................................24
SIGNATURES ...............................................................................................25
</TABLE>
<PAGE> 3
FIRST CITIZENS BANC CORP
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
Assets 2000 1999
----------------- -----------------
<S> <C> <C>
Cash and due from banks $ 15,547,917 $ 14,598,566
Federal funds sold 0 4,600,000
Interest-bearing deposits 51,031 51,031
Securities
Available-for-sale 130,658,392 150,254,933
Held-to-maturity (Estimated Fair Value of $366,428 at
September 30, 2000, and $407,765 at December 31, 1999) 366,308 406,108
----------------- -----------------
Total securities 131,024,700 150,661,041
Loans held for sale 160,000 2,217,250
Loans 327,538,080 288,719,850
Less: Allowance for loan losses (4,331,126) (4,273,825)
----------------- -----------------
Net loans 323,206,954 284,446,025
Office premises and equipment, net 7,294,085 7,457,886
Intangible assets 1,950,880 2,197,916
Accrued interest and other assets 6,902,355 5,990,342
----------------- -----------------
Total assets $ 486,137,922 $ 472,220,057
================= =================
Liabilities
Deposits
Noninterest-bearing deposits $ 42,663,038 $ 40,246,502
Interest-bearing deposits 359,692,098 362,913,881
----------------- -----------------
Total deposits 402,355,136 403,160,383
Federal Home Loan Bank borrowings 1,542,106 1,958,960
Securities sold under agreements to repurchase 9,649,795 12,975,188
U. S. Treasury interest-bearing demand deposit note payable 1,514,305 3,065,681
Notes payable to other financial institutions 6,000,000 0
Federal funds purchased 13,700,000 0
Accrued interest, taxes and other expenses 2,593,651 2,865,057
----------------- -----------------
Total liabilities 437,354,993 424,025,269
Shareholders' Equity
Common stock, no par value; 10,000,000 shares authorized,
4,263,401 shares issued 23,257,520 23,257,520
Retained earnings 29,711,314 28,010,371
Treasury stock, 175,782 shares at cost at September 30, 2000,
100,586 shares at cost at December 31, 1999 (4,817,680) (2,877,032)
Accumulated other comprehensive income/(loss) 631,775 (196,071)
----------------- -----------------
Total shareholders' equity 48,782,929 48,194,788
----------------- -----------------
Total liabilities and shareholders' equity $ 486,137,922 $ 472,220,057
================= =================
See notes to interim consolidated financial statements Page 3
</TABLE>
<PAGE> 4
FIRST CITIZENS BANC CORP
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------- -----------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees $ 6,922,823 $ 5,780,632 $ 19,262,789 $ 17,281,195
Taxable securities 1,279,607 1,667,880 4,211,589 5,062,013
Nontaxable securities 537,442 571,152 1,630,521 1,742,112
Federal funds sold 0 153,220 41,293 483,027
Other 10,526 19,105 34,165 51,348
------------ ------------ ------------ ------------
Total interest income 8,750,398 8,191,989 25,180,357 24,619,695
INTEREST EXPENSE:
Deposits 3,658,058 3,510,323 10,527,963 10,734,834
FHLB Borrowings 22,440 29,514 74,308 225,118
Other 357,608 173,830 855,874 484,837
------------ ------------ ------------ ------------
Total interest expense 4,038,106 3,713,667 11,458,145 11,444,789
------------ ------------ ------------ ------------
NET INTEREST INCOME 4,712,292 4,478,322 13,722,212 13,174,906
PROVISION FOR LOAN LOSSES 284,000 75,000 499,000 231,000
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,428,292 4,403,322 13,223,212 12,943,906
NONINTEREST INCOME:
Computer center data processing fees 274,455 238,012 836,742 972,399
Service charges 449,946 263,061 1,350,214 746,664
Net gain/(loss) on sale of securities 9,923 19,455 (34,043) 750,316
Net gain/(loss) on sale of loans 14,615 11,539 (50,078) 139,129
Other 504,492 442,840 1,288,004 1,149,133
------------ ------------ ------------ ------------
Total noninterest income 1,253,431 974,907 3,390,839 3,757,641
NONINTEREST EXPENSE:
Salaries, wages and benefits 1,795,099 1,627,367 5,150,170 5,043,280
Net occupancy expense 214,375 188,830 610,844 589,807
Equipment expense 280,027 216,575 800,648 609,464
Computer processing 164,388 163,361 517,701 296,636
State franchise tax 117,109 142,477 418,995 439,718
Professional services 109,720 297,664 467,012 759,113
Amortization of intangible assets 81,512 81,512 247,036 244,536
Other operating expenses 1,261,491 1,038,096 3,228,395 2,899,172
------------ ------------ ------------ ------------
Total noninterest expense 4,023,721 3,755,882 11,440,801 10,881,726
------------ ------------ ------------ ------------
Income before taxes 1,658,002 1,622,347 5,173,250 5,819,821
Income tax expense 421,706 472,367 1,367,800 1,621,382
------------ ------------ ------------ ------------
Net Income $ 1,236,296 $ 1,149,980 $ 3,805,450 $ 4,198,439
============ ============ ============ ============
Earnings per share $ 0.30 $ 0.27 $ 0.93 $ 0.99
Dividends declared per share $ 0.17 $ 0.16 $ 0.51 $ 0.48
Wtd. avg. shares during the period 4,094,548 4,253,920 4,113,867 4,259,995
See notes to interim consolidated financial statements Page 4
</TABLE>
<PAGE> 5
FIRST CITIZENS BANC CORP
Consolidated Comprehensive Income Statements (Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 1,236,296 $ 1,149,980 $ 3,805,450 $ 4,198,439
Other Comprehensive Income (Loss):
Unrealized holding gains and (losses)
on available for sale securities 1,566,262 (597,969) 1,220,266 (3,507,871)
Reclassification adjustment for (gains)
and losses later recognized in income (9,923) (19,455) 34,043 (750,316)
----------- ----------- ----------- -----------
Net unrealized gains and (losses) 1,556,339 (617,424) 1,254,309 (4,258,187)
Tax effect (529,155) 209,924 (426,463) 1,447,785
----------- ----------- ----------- -----------
Total other comprehensive income (loss) 1,027,184 (407,500) 827,846 (2,810,402)
----------- ----------- ----------- -----------
Comprehensive income $ 2,263,480 $ 742,480 $ 4,633,296 $ 1,388,037
=========== =========== =========== ===========
See notes to interim consolidated financial statements Page 5
</TABLE>
<PAGE> 6
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Form 10-Q
<TABLE>
<CAPTION>
Accumulated
Common Stock Other
Outstanding Retained Treasury Comprehensive
Shares Amount Earnings Stock Income/(Loss)
------------ --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1999 4,263,401 23,257,520 26,811,264 0 3,672,147
Net income 6,062,169
Change in unrealized gain/(loss)
on securities available for
sale, net of reclassifications
and tax effects (3,868,218)
Purchase of treasury stock, at cost (100,586) (2,877,032)
Cash dividends ($1.15 per share) (4,863,062)
---------- --------------- --------------- -------------- --------------
Balance, December 31, 1999 4,162,815 23,257,520 28,010,371 (2,877,032) (196,071)
Net income 3,805,450
Change in unrealized gain/(loss)
on securities available for
sale, net of reclassifications
and tax effects 827,846
Purchase of treasury stock, at cost (75,196) (1,940,648)
Cash dividends ($.51 per share) (2,104,507)
---------- -------------- -------------- ------------- ------------
Balance, September 30, 2000 4,087,619 $ 23,257,520 $ 29,711,314 $ (4,817,680) $ 631,775
========== ============== ============== ============= ============
</TABLE>
<TABLE>
<CAPTION>
Total
Shareholders'
Equity
------------
<S> <C>
Balance, January 1, 1999 53,740,931
Net income 6,062,169
Change in unrealized gain/(loss)
on securities available for
sale, net of reclassifications
and tax effects (3,868,218)
Purchase of treasury stock, at cost (2,877,032)
Cash dividends ($1.15 per share) (4,863,062)
------------
Balance, December 31, 1999 48,194,788
Net income 3,805,450
Change in unrealized gain/(loss)
on securities available for
sale, net of reclassifications
and tax effects 827,846
Purchase of treasury stock, at cost (1,940,648)
Cash dividends ($.51 per share) (2,104,507)
------------
Balance, September 30, 2000 $ 48,782,929
============
</TABLE>
See notes to interim consolidated financial statements Page 6
<PAGE> 7
FIRST CITIZENS BANC CORP
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Net cash from operating activities $ 9,728,391 $ 4,853,181
Cash flows from investing activities
Maturities of interest bearing deposits - 197,251
Maturities and calls of securities, held-to-maturity 39,455 266,854
Maturities and calls of securities, available-for-sale 13,613,642 22,442,842
Purchases of securities, available-for-sale (4,550,933) (17,319,533)
Proceeds from sale of securities, available-for-sale 11,687,799 5,739,474
Loans made to customers, net of principal collected (29,812,100) (333,287)
Loans purchased (7,364,271) -
Change in federal funds sold 4,600,000 3,915,000
Proceeds from sale of property and equipment 44,334 1,627
Purchases of office premises and equipment (592,941) (844,975)
-------------- --------------
Net cash from investing activities (12.335,015) 14,065,253
Cash flows from financing activities
Repayment of FHLB borrowings (416,854) (11,141,290)
Net change in deposits (805,247) (13,096,346)
Change in securities sold under agreements to repurchase (3,325,393) 4,661,191
Change in U. S. Treasury interest-bearing demand note payable (1,551,376) 2,895,448
Change in federal funds purchased 13,700,000 -
Purchases of treasury stock (1,940,648) (1,221,832)
Cash dividends paid (2,104,507) (2,045,681)
-------------- --------------
Net cash from financing activities 3,555,975 (19,948,510)
-------------- --------------
Net change in cash and due from banks 949,351 (1,030,076)
Cash and due from banks at beginning of period 14,598,566 16,443,613
-------------- --------------
Cash and due from banks at end of period $ 15,547,917 $ 15,413,537
============== ==============
Cash paid during the period for:
Interest $ 12,586,341 $ 12,100,261
Income taxes $ 1,178,000 $ 1,970,000
Supplemental noncash disclosures:
Transfer of loans held-for-sale to portfolio $ 2,138,027 $ 0
See notes to interim consolidated financial statements Page 7
</TABLE>
<PAGE> 8
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 (First Citizens) 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), R. A. Reynolds Appraisal Service, Inc., (Reynolds),
and Mr. Money Finance Company, (Mr. Money), together referred to as the
Corporation. All significant intercompany balances and transactions have
been eliminated in consolidation.
The consolidated financial statements 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 September 30, 2000 and
its results of operations and changes in cash flows for the periods ended
September 30, 2000 and 1999 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 September 30, 2000 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 1999 annual report.
The Corporation has consistently followed these policies in preparing this
Form 10-Q.
The Corporation provides financial services through its offices in the
Ohio counties of Erie, Crawford, Marion and Union. Its primary deposit
products are checking, savings, and term certificate accounts, and its
primary lending products are residential mortgage, commercial, and
installment loans. Substantially all loans are secured by specific items
of collateral including business assets, consumer assets and real estate.
Commercial loans are expected to be repaid from cash flow from operations
of businesses. Real estate loans are secured by both residential and
commercial real estate. Other financial instruments that potentially
represent concentrations of credit risk include deposit accounts in other
financial institutions. In 2000, SCC provided item processing for 10
financial institutions in addition to the three subsidiary banks. SCC
accounted for 4.5% of the Corporation's total revenues. Reynolds provides
real estate appraisal services for lending purposes to subsidiary banks
and other financial institutions. Reynolds accounts for less than 1.0% of
total Corporation revenues. Mr. Money provides consumer and real estate
financing that the Banks would not normally provide to B and C credits at
a rate commensurate with the risk. Mr. Money accounts for less than 1.0%
of total Corporation revenues. In September 2000 the Corporation formed
two new affiliates; First Citizens Title Insurance Agency Inc. and First
Citizens Insurance Agency Inc. First Citizens Title Insurance Agency Inc.
has been formed to provide customers with a seamless mortgage product with
improved service. First Citizens Insurance Agency Inc was formed to allow
the Corporation to participate in commission revenue
Page 8
<PAGE> 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
generated through its third party insurance agreement. Management
considers the Corporation to operate primarily in one reportable segment,
banking.
To prepare financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions based on
available information. These estimates and assumptions affect the amounts
reported in financial statements and the disclosures provided, and future
results could differ. The allowance for loan losses, fair values of
financial instruments, and status of contingencies are particularly
subject to change.
Income tax expense is based on the effective tax rate expected to be
applicable for the entire year. Income tax expense is the total of the
current year income tax due or refundable and the change in deferred tax
assets and liabilities. Deferred tax assets and liabilities are the
expected future tax amounts for the temporary differences between carrying
amounts and tax basis of assets and liabilities, computed using enacted
tax rates. A valuation allowance, if needed, reduces deferred tax assets
to the amount expected to be realized.
Certain items in the 1999 financial statements have been reclassified to
correspond with the 2000 presentation.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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 that 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, as deferred by SFAS No. 137 and
amended by SFAS No. 138, is effective for fiscal years beginning after
June 15, 2000 with early adoption encouraged for any fiscal quarter
beginning July 1, 1998 or later, with no retroactive application.
Management does not expect the adoption of SFAS No. 133 to have a
significant impact on the Corporation's financial statements.
Page 9
<PAGE> 10
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
(2) Securities
Securities at September 30, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
September 30, 2000
AVAILABLE FOR SALE Gross Unrealized Gross Unrealized
Amortized Cost Gains Losses Fair Value
----------------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. Government corporations
and agencies $ 54,409,982 $ 55,463 $ (588,426) $ 53,877,019
Obligations of state and political
subdivisions 49,698,546 371,547 (371,558) 49,698,535
Equity securities 6,437,344 1,814,699 (12,529) 8,239,514
Mortgage-backed securities 11,787,168 3,706 (247,285) 11,543,589
Corporate obligations 7,368,119 6,356 (74,740) 7,299,735
---------------- -------------- ------------- --------------
$ 129,701,159 $ 2,251,771 $ (1,294,538) $ 130,658,392
================ ============== ============= ==============
</TABLE>
<TABLE>
<CAPTION>
September 30, 2000
HELD TO MATURITY Gross Unrealized Gross Unrealized
Amortized Cost Gains Losses Fair Value
----------------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Obligations of state and political
subdivisions $ 232,500 $ 177 $ (38) $ 232,639
Mortgage-backed securities 133,808 294 (313) 133,789
---------------- -------------- ------------- --------------
$ 366,308 $ 471 $ (351) $ 366,428
================ ============== ============= ==============
</TABLE>
Page 10
<PAGE> 11
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1999
AVAILABLE FOR SALE Gross Unrealized Gross Unrealized
Amortized Cost Gains Losses Fair Value
----------------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. Government corporations
and agencies $ 64,114,363 $ 32,178 $ (921,945) $ 63,224,596
Obligations of state and political
subdivisions 53,004,191 328,583 (727,110) 52,605,664
Equity securities 6,246,748 1,513,660 (12,905) 7,747,503
Mortgage-backed securities 14,013,938 6,463 (354,754) 13,665,647
Corporate obligations 13,172,769 4,342 (165,588) 13,011,523
------------- ------------- ------------- -------------
$ 150,552,009 $ 1,885,226 $ (2,182,302) $ 150,254,933
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
HELD TO MATURITY Gross Unrealized Gross Unrealized
Amortized Cost Gains Losses Fair Value
----------------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Obligations of state and political
subdivisions $ 232,500 $ 475 $ (31) $ 232,944
Mortgage-backed securities 173,608 1,343 (130) 174,821
------------- ------------- ------------- -------------
$ 406,108 $ 1,818 $ (161) $ 407,765
============= ============= ============= =============
</TABLE>
Page 11
<PAGE> 12
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
The amortized cost and fair value of securities at September 30, 2000, by
contractual maturity, are shown below. Actual maturities may differ from
contractual maturities because issuers may have the right to call or prepay
obligations. Securities not due at a single maturity date, primarily
mortgage-backed securities and equity securities are shown separately.
AVAILABLE FOR SALE Amortized Cost Fair Value
-------------- ----------
Due in one year or less $ 18,874,131 $ 18,791,672
Due after one year through five years 76,481,154 76,017,563
Due after five years through ten years 16,121,362 16,066,054
Due after ten years 0 0
Mortgage-backed securities 11,787,168 11,543,589
Equity securities 6,437,344 8,239,514
------------ ------------
Total securities available for sale $129,701,159 $130,658,392
============ ============
Estimated
HELD TO MATURITY Amortized Cost Fair Value
------------ ------------
Due in one year or less $ 77,500 $ 77,523
Due after one year through five years 155,000 155,116
Mortgage-backed securities 133,808 133,789
------------ ------------
Total securities held to maturity $ 366,308 $ 366,428
============ ============
Sales of available for sale securities were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ----------------------------
2000 1999 2000 1999
-------- ------------ ------------- ------------
Proceeds $ -- $ 3,520,080 $ 11,687,799 $ 5,739,474
Gross gains 9,923 22,659 32,562 753,520
Gross losses -- (3,204) (660,605) (3,204)
No securities were called or settled by the issuer during the three months ended
September 30, 2000. Securities called or settled by the issuer during the nine
months ended September 30, 2000 resulted in gains of $4,000. No securities were
called or settled by the issuer during the three or nine months ended September
30, 1999. These gains are included in the totals above.
Page 12
<PAGE> 13
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
Securities with a carrying value of approximately $60,336,000 and $62,614,000
were pledged as of September 30, 2000 and December 31, 1999, respectively, to
secure public deposits, other deposits and liabilities as required by law.
(3) Loans
Loans at September 30, 2000 and December 31, 1999 were as follows:
9/30/2000 12/31/1999
--------- ----------
Commercial and Agriculture $ 36,499,205 $ 36,310,141
Commercial real estate 58,518,027 48,301,000
Real Estate - mortgage 194,011,107 168,643,326
Real Estate - construction 8,040,891 4,482,294
Consumer 28,906,375 28,105,412
Credit card and other 2,511,136 3,967,453
Deferred loan fees (923,144) (977,613)
Unearned interest (25,517) (112,163)
------------ ------------
Total $327,538,080 $288,719,850
============ ============
(4) Allowance for Loan Losses
A summary of the activity in the allowance for loan losses for the nine
months ended September 30, 2000 and 1999 was as follows:
2000 1999
---- ----
Balance January 1, $ 4,273,825 $ 4,567,126
Loans charged-off (644,353) (592,128)
Recoveries 202,654 190,280
Provision for loan losses 499,000 231,000
------------ ------------
Balance September 30, $ 4,331,126 $ 4,396,278
============ ============
Page 13
<PAGE> 14
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
Information regarding impaired loans was as follows for the nine months ended
September 30.
2000 1999
---- ----
Average investment in impaired loans $4,082,000 $3,756,000
Interest income recognized on impaired
loans including interest income
recognized on cash basis 247,257 215,037
Interest Income recognized on impaired
loans on cash basis 247,257 215,037
Information regarding impaired loans at September 30, 2000 and December 31, 1999
was as follows:
<TABLE>
<CAPTION>
9/30/00 12/31/99
------- --------
<S> <C> <C>
Balance impaired loans $5,079,000 $4,160,000
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 $5,079,000 $4,160,000
========== ==========
Portion of allowance for loan losses allocated to
the impaired loan balace $1,241,000 $1,145,000
========== ==========
</TABLE>
Nonperforming loans were as follows.
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
Loans past due over 90 days still on accrual $ 558,000 $ 834,000
Nonaccrual 1,368,000 1,682,000
</TABLE>
Nonperforming loans would include some loans, which are classified as impaired,
and smaller balance homogeneous loans, such as residential mortgages and
consumer loans, that are collectively evaluated for impairment.
Page 14
<PAGE> 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
--------------------------------------------------------------------------------
(5) Commitments, Contingencies and Off-Balance Sheet Risk
Some financial instruments, such as loan commitments, credit lines,
letters of credit and overdraft protection are issued to meet customers
financing needs. These are agreements to provide credit or to support
the credit of others, as long as the conditions established in the
contract are met, and usually have expiration dates. Commitments may
expire without being used. Off-balance-sheet risk of credit loss exists
up to the face amount of these instruments, although material losses are
not anticipated. The same credit policies are used to make such
commitments as are used for loans, including obtaining collateral at
exercise of commitment
The contractual amount of financial instruments with off-balance-sheet
risk was as follows for September 30, 2000 and December 31, 1999.
Contract Amount
---------------
September 30, December 31,
2000 1999
------------- ------------
Commitment to extend credit:
Lines of credit and construction loans $26,138,000 $23,982,000
Credit cards 4,757,000 3,078,000
Letters of credit 329,000 507,000
----------- -----------
$31,224,000 $27,567,000
=========== ===========
Commitments to make loans are generally made for a period of one year or
less. Fixed rate loan commitments included above totaled $7,005,000 at
September 30, 2000 and had interest rates ranging from 5.25% to 10.00%
with maturities extended up to 30 years. Fixed rate loan commitments
included above totaled $4,484,000 at December 31, 1999 with interest
rates ranging from 3.75% to 10.00% with maturities extended up to 30
years.
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 September 30, 2000 and December 31, 1999 approximated
$4,408,000 and $3,065,000.
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<PAGE> 16
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 September 30, 2000, compared to December
31, 1999 and the consolidated results of operations for the three-month
and nine month periods ending September 30, 2000 compared to the same
periods in 1999. 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 a material effect if
implemented.
When used in this Form 10-Q or future filings by the Corporation with
the Securities and Exchange Commission, in press releases or other
public or shareholder communications, or in oral statements made with
the approval of an authorized executive officer, the words or phrases
"will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," "believe," or similar expressions
are intended to identify "forward looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. The Corporation
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and to
advise readers that various factors, including regional and national
economic conditions, changes in levels of market interest rates, credit
risks of lending activities and competitive and regulatory factors,
could effect the Corporation's financial performance and could cause the
Corporation's actual results for future periods to differ materially
from those anticipated or projected. The Corporation does not undertake,
and specifically disclaims, any obligation to publicly release the
result of any revisions, which may be made to any forward-looking
statements to reflect occurrence of anticipated or unanticipated events
or circumstances after the date of such statements.
See Exhibit 99, which is incorporated herein by reference.
FINANCIAL CONDITION
Total assets of the Corporation at September 30, 2000 totaled
$486,137,922 compared to $472,220,057 at December 31, 1999. This was a
increase of $13,917,865, or 2.9 percent. Within the structure of the
assets, net loans have increased $38,760,929, or 13.6 percent since
December 31, 1999, primarily in the area of commercial and residential
real estate loans. Included in the increase in loans was $7,364,271 of
commercial real estate and residential real estate loans purchased by
Farmers from another financial institution. The loans were purchased to
supplement local demand, which was not as strong as desired. Given
similar circumstances, management would consider purchasing additional
loans in the future. Additional loan growth
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
could come from Mr. Money. Mr. Money was formed to service the needs of
B and C credit customers for consumer and real estate financing that the
Banks would not normally provide, and at a rate commensurate with the
risk. Mr. Money had loans outstanding of $6,420,607 at September 30,
2000. Loans held-for-sale decreased $2,057,250, or 92.8 percent from
December 31, 1999. At September 30, 2000, the net loan to deposit ratio
was 80.3 percent compared to 70.6 percent at December 31, 1999.
At September 30, 2000, $130,658,392, or 99.7 percent of the security
portfolio was classified as available for sale. The $366,308 remainder
of the portfolio was classified as held to maturity. Securities
decreased $19,636,341 from December 31, 1999. Some matured securities
were not replaced and some additional securities were sold in order to
increase liquidity and partially fund loan growth.
For the nine months of operations in 2000, $499,000 was placed into the
allowance for loan losses from earnings compared to $231,000 for the
same period of 1999. The increased provision is mainly a result of loan
growth. To identify probable losses in the portfolio, management uses
the calculation of specific reserves, reserves for delinquencies and
historical reserve allocations. The composition and overall level of the
loan portfolio and charge-off activity are also factors used to
determine provisions to the reserve. Charge-offs for the first nine
months of 2000 were $644,353 compared to $592,128 for the same period of
1999. The September 30, 2000 allowance for loan losses as a percent of
total loans was 1.32 percent compared to 1.48 percent at December 31,
1999.
Office premises and equipment have decreased $163,801 and intangible
assets have decreased $247,036 since December 31, 1999. The decrease in
office premises and equipment is attributed to new purchases of
$592,941, disposals of $44,334 and depreciation of $712,408. Intangible
assets decreased due to amortization.
Accrued interest and other assets totaled $6,902,355 at September 30,
2000 compared to $5,990,342 at December 31, 1999, an increase of
$912,013. This increase was primarily due to increases in interest
receivable at the banks of $608,663. This increase in interest
receivable is largely due to timing of receipt of interest payments on
investments.
Total deposits at September 30, 2000 decreased $805,247 from year-end
1999. Noninterest-bearing deposits, representing demand deposit
balances, increased $2,416,536 from year-end 1999. Interest-bearing
deposits, including savings and time deposits, decreased $3,221,783 from
year-end 1999. Interest bearing deposits are down in part because of
efforts to control deposit costs. Such efforts have caused some of
higher priced deposits to leave the banks. The year to date 2000 average
balance of savings deposits has decreased $2,461,000 compared to the
average balance of the same period for 1999. The current average rate of
these deposits is 2.36 percent compared to 2.37 percent in 1999. The
year to date 2000 average balance of time certificates has decreased
$19,064,000 compared to the average balance for the same period for
1999. In
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<PAGE> 18
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
conjunction with market conditions and in order to remain competitive,
the banks have offered special rates on various certificates of deposit.
In addition to an increase in the overall interest rate environment, the
banks have experienced shifting toward the special rate certificates of
deposit. Additionally, the banks increased usage of fed funds purchased
as a funding source, which has led to an increase in the overall rate on
interest-bearing liabilities. The current average rate on deposits is
5.37 percent compared to 4.84 percent for the same period in 1999.
Other borrowed funds have increased $8,406,377 from December 31, 1999 to
September 30, 2000. Federal funds purchased have increased $13,700,000
since December 31, 1999. The need for federal funds purchased is the
result of growing loans and shrinking deposits. Management believes that
in the short term, federal funds purchased are a better source of
funding than higher priced deposits. Maturities or sales of securities
could be used to pay down the federal funds purchased balance in the
future. In addition, the Corporation has notes outstanding with other
financial institutions totaling $6,000,000 at September 30, 2000. These
notes were used to fund the loan growth at Mr. Money. Federal Home Loan
Bank borrowings have decreased $416,854 as a result of scheduled pay
downs. Securities sold under agreements to repurchase, which tend to
fluctuate, have decreased $3,325,393 and U.S. Treasury Tax Demand Notes
have decreased $1,551,376.
Shareholders' equity at September 30, 2000 was $48,782,929, which was
10.0 percent of total assets. Shareholders' equity at December 31, 1999
was $48,194,788, which was 10.2 percent of total assets. The increase in
shareholders' equity is made up of earnings of $3,805,450, less
dividends paid of $2,104,507 and the purchase of 75,196 treasury shares
for $1,940,648 and the increase in the market value of securities
available for sale, net of tax, of $827,846. The Corporation paid cash
dividends on February 1, May 1, and August 1, 2000, each at a rate of
$.17 per share. Total outstanding shares at September 30, 2000 were
4,087,619.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 2000 and 1999
Net income for the nine months ended September 30, 2000 was $3,805,450,
or $.93 per common share compared to $4,198,439, or $.99 per common
share for the same period in 1999. This was a decrease of $392,989, or
9.4 percent. Some of the reasons for the changes are explained below.
Total interest income for the first nine months of 2000 increased
$560,662, or 2.3 percent compared to the same period in 1999. The
average rate on earning assets on a tax equivalent basis for the first
nine months of 2000 was 7.50 percent and 7.22 percent for the first nine
months of 1999. The increase in yield due to the general increase in
interest rates was partially offset by a decrease in the average balance
of earning assets. Total interest expense for the first nine months of
2000 has increased $13,356, or 0.1 percent compared to the same period
of 1999. This increase
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
is mainly attributed to a decrease in interest on deposits of $206,871,
due to a lower average balance of interest-bearing deposits, a decrease
in interest on FHLB borrowings of $150,810 and an increase in the
interest on other borrowings of $371,037. Interest on other borrowings
increased due to increased usage of fed funds purchased as a source of
funding for loan growth. Interest on FHLB borrowings is down due to
balances borrowed being lower in 2000. The Corporation made scheduled
balloon payments on two FHLB advances during 1999, and elected not to
replace them. The average rate on interest-bearing liabilities for the
first nine months of 2000 was 4.06 percent compared to 3.89 percent for
the same period of 1999. The net interest margin on a tax equivalent
basis was 4.08 percent for the nine-month period ended September 30,
2000 and 3.97 percent for the same period ended September 30, 1999.
Noninterest income for the first nine months of 2000 totaled $3,390,839,
compared to $3,757,641 for the same period of 1999, a decrease of
$366,802. Net gain on securities for the first nine months of 2000
decreased $784,359 compared to 1999. Revenue from computer operations
decreased $135,657 as a result of the sale of SCC's data processing
contracts. The last remaining processing customers of SCC converted to
Jack Henry and Associates by the end of the second quarter 1999. SCC
still provides item processing for 10 financial institutions in addition
to the three subsidiary banks. Other operating income increased
$138,871, due mainly to increased revenue from point-of-sale terminal
usage. Service charges on deposit accounts increased $603,550 as a
result of a comprehensive review program of all service charges and fees
undertaken at all three banks.
Gain on the sale of loans decreased $189,207 for two reasons. Rising
interest rates reduced the demand for fixed rate mortgages. This
decreased the volume of loans sold, thereby reducing gains. The second
reason is that $2,217,250 of held for sale loans were returned to the
portfolio. These loans had experienced a decline in market value due to
rising rates. They had also aged to the point that they were no longer
traditionally saleable to FNMA. At this point, management returned these
loans to the portfolio and recognized the valuation loss of $79,223.
Noninterest expense for the nine months ended September 30, 2000 totaled
$11,440,801 compared to $10,881,726 for the same period in 1999. This
was an increase of $559,075, or 5.1 percent. Equipment expense increased
$191,184 as a result of increased depreciation and maintenance expense.
Salaries and benefits increased $106,890, or 2.1 percent compared to the
first nine months of 1999 as a result of the Corporation adding
employees at both the existing affiliates as well as the new affiliate,
Mr. Money. Computer processing increased by $221,065 compared to last
year. Through the middle of the second quarter 1999, the Corporation's
computer processing was done by the affiliate, SCC Resources, Inc. The
computer processing expense for 2000 represents nine months of
processing through Jack Henry and Associates, while 1999 expense
represents approximately five months of processing through Jack Henry
and Associates. These increases were offset by a $292,101 decrease in
professional fees. The Corporation had higher professional fees in 1999
related to its conversion to JHA's software as well as to preparations
made for Y2K issues.
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
Income tax expense for the first nine months of 2000 totaled $1,367,800
compared to $1,621,382 for the first nine months of 1999. This was a
decrease of $253,582, or 15.6 percent. The decrease
in the federal income taxes is a result of the decrease in total income
before taxes of $646,571, attributed mostly to reduced income from the
sale of equity securities. The effective tax rates were comparable for
the nine-month periods ended September 30, 2000 and September 30, 1999,
at 26.4% and 27.8% respectively.
Three Months Ended September 30, 2000 and 1999
Net income for the three months ended September 30, 2000 was $1,236,296,
or $.30 per common share compared to $1,149,980, or $.27 per common
share for the same period in 1999. This was an increase of $86,316, or
7.5 percent. Some of the reasons for the changes are explained below.
Total interest income for the third quarter of 2000 increased $558,409,
or 6.8 percent compared to the same period in 1999. The average rate on
earning assets on a tax equivalent basis for the third quarter of 2000
was 7.68 percent and 7.20 percent for the same period of 1999. Total
interest expense for the third quarter of 2000 increased $324,439, or
8.7 percent compared to the same period of 1999. Interest on deposits
increased $147,735, in part due to an increase in rates. Federal funds
were purchased to make up for this lost source of funding, with a
corresponding increase to interest expense of $183,778. Management views
this as a short term funding source that could be reduced through
maturities or sales of securities in the future.
The average rate on interest-bearing liabilities for the third quarter
of 2000 was 4.24 percent compared to 3.79 percent for the same period of
1999. The net interest margin on a tax equivalent basis was 4.12 percent
for the three-month period ended September 30, 2000 and 4.04 percent for
the same period ended September 30, 1999.
Noninterest income for the third quarter of 2000 totaled $1,253,431,
compared to $974,907 for the same period of 1999, an increase of
$278,524. Gain on securities for the third quarter of 2000 decreased
$9,532 compared to 1999. Revenue from computer operations increased
$36,443. Other operating income increased $61,652. Service charges on
deposit accounts increased $186,885 as a result of a comprehensive
review program of all service charges and fees undertaken at all three
banks.
Gain on the sale of loans have gone from $11,539 for the quarter ended
September 30, 1999 to $14,615 for the same period in 2000, an increase
of $3,076. Rising interest rates have reduced the demand for fixed rate
mortgages. Decreased demand has led to a decrease in the volume of loans
sold, thereby minimizing gains.
Noninterest expense for the three months ended September 30, 2000
totaled $4,023,721 compared to $3,755,882 for the same period in 1999.
This was an increase of $267,839, or 7.1 percent. Equipment expense
increased $63,452 as a result of increased depreciation and maintenance
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
expense. Salaries and benefits increased $167,732, or 10.3 percent
compared to the third quarter of 1999 as a result of the Corporation
adding employees at both the existing affiliates as well as the new
affiliate, Mr. Money. Also, other expenses related to Mr. Money
increased $75,619 in the third quarter of 2000. Professional fees
decreased by $187,944 compared to the same period of 1999. The
Corporation had higher professional fees in 1999 related to its
conversion to JHA's software as well as to preparations made for Y2K
issues.
Income tax expense for the second quarter of 2000 totaled $421,706
compared to $472,367 for the same period of 1999. This was an decrease
of $50,661, or 10.7 percent. The effective tax rates for the three-month
periods ended September 30, 2000 and September 30, 1999, were 25.4% and
29.1% respectively
CAPITAL RESOURCES
Shareholders' equity totaled $48,782,929 at September 30, 2000 compared
to $48,194,788 at December 31, 1999. All of the capital ratios exceed
the regulatory minimum guidelines as identified in the following table:
Corporation Ratios Regulatory
9/30/00 12/31/99 Minimums
------- -------- ----------
Tier I Risk Based Capital 15.2% 17.3% 4.0%
Total Risk Based Capital 16.4% 18.7% 8.0%
Leverage Ratio 9.6% 9.6% 4.0%
The Corporation paid a cash dividend of $.17 per common share each on
February 1, May 1, and August 1, 2000 compared to $.16 per common share
each on February 1, May 1, and August 1, 1999.
Capital expenditures totaled $592,941 for the first nine months of 2000
compared to $844,975 for the same period of 1999.
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.
The Banks, through their respective correspondent banks, maintain
federal funds borrowing lines totaling $37,960,000 and the Banks have
additional borrowing availability at the Federal Home Loan Bank of
Cincinnati of $57,752,808 at September
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
30, 2000. Finally, 99.7% of the Corporation's security portfolio has
been classified as available for sale, which provides additional
liquidity.
ITEM 3.
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 during periods of rising rates. The Corporation
attempts to 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 46.0 percent of the Corporation's loan
portfolio reprices on at least an annual basis. The Corporation's usual
practice is to invest excess funds in federal funds that mature and
reprice daily.
The Corporation's 1999 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, 1999. 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
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First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
--------------------------------------------------------------------------------
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.
Management believes that no events have occurred since December 31, 1999
which would significantly change the ratio of rate sensitive assets and
liabilities for the given time horizon.
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First Citizens Banc Corp
Other Information
Form 10-Q
--------------------------------------------------------------------------------
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. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. (a) EXHIBIT NO. 27 Financial Data Schedule..................27
(b) EXHIBIT NO. 99 Safe Harbor under the Private Securities
Litigation Reform Act of 1995
(c) REPORTS ON FORM 8-K - None.
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<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 November 10, 2000
------------------------------ -----------------
David A. Voight Date
President
/s/ James O. Miller November 10, 2000
------------------------------------ -----------------
James O. Miller Date
Executive Vice President
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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
99 Safe Harbor Under the Private Incorporated by reference to Exhibit 99 to
Securities Litigation Reform Annual Report on Form 10-K for the Year Ended
Act of 1995 December 31, 1999 filed by the registrant on
March 24, 2000
</TABLE>
Page 26
