<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, 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 August 14, 2000
4,105,119 common shares
<PAGE> 2
FIRST CITIZENS BANC CORP
Index
<TABLE>
<S> <C>
PART I. Financial Information
ITEM 1. Financial Statements:
Consolidated Balance Sheets (unaudited)
June 30, 2000 and December 31, 1999........................................3
Consolidated Statements of Income (unaudited)
Three and six months ended June 30, 2000 and 1999..........................4
Consolidated Statements of Comprehensive Income (unaudited)
Three and six months ended June 30, 2000 and 1999..........................5
Consolidated Statement of Shareholders' Equity (unaudited) For the
years ended December 31, 1998 and 1999 and
six months ended June 30, 2000.............................................6
Consolidated Statement of Cash Flows (unaudited)
Six months ended June 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......................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.............................23-24
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)
June 30, December 31,
Assets 2000 1999
------------------ --------------------
<S> <C> <C>
Cash and due from banks $ 16,171,860 $ 14,598,566
Federal funds sold 0 4,600,000
Interest-bearing deposits 51,031 51,031
Securities
Available-for-sale 131,131,047 150,254,933
Held-to-maturity (Estimated Fair Value of $369,180 at
June 30, 2000, and $407,765 at December 31, 1999) 370,980 406,108
------------- -------------
Total securities 131,502,027 150,661,041
Loans held for sale 437,233 2,217,250
Loans 313,846,352 288,719,850
Less: Allowance for loan losses (4,286,579) (4,273,825)
------------- -------------
Net loans 309,559,773 284,446,025
Office premises and equipment, net 7,142,029 7,457,886
Intangible assets 2,032,391 2,197,916
Accrued interest and other assets 7,432,149 5,990,342
------------- -------------
Total assets $ 474,328,493 $ 472,220,057
============= =============
Liabilities
Deposits
Noninterest-bearing deposits $ 41,346,437 $ 40,246,502
Interest-bearing deposits 353,869,397 362,913,881
------------- -------------
Total deposits 395,215,834 403,160,383
Federal Home Loan Bank borrowings 1,683,386 1,958,960
Securities sold under agreements to repurchase 9,244,173 12,975,188
U. S. Treasury interest-bearing demand deposit note payable 2,796,251 3,065,681
Federal funds purchased 15,280,000 0
Accrued interest, taxes and other expenses 2,528,093 2,865,057
------------- -------------
Total liabilities 426,747,737 424,025,269
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 29,172,888 28,010,371
Treasury stock, 158,282 shares at cost at June 30, 2000, 100,586
shares at cost at December 31, 1999 (4,454,243) (2,877,032)
Accumulated other comprehensive income/(loss) (395,409) (196,071)
------------- -------------
Total shareholders' equity 47,580,756 48,194,788
------------- -------------
Total liabilities and shareholders' equity $ 474,328,493 $ 472,220,057
============= =============
</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,
----------------------------------- ----------------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees $ 6,404,917 $ 5,699,663 $ 12,339,966 $ 11,500,563
Taxable securities 1,416,124 1,673,028 2,931,982 3,394,133
Nontaxable securities 545,953 589,935 1,093,079 1,170,960
Federal funds sold 7,907 153,988 41,293 329,807
Other 10,020 11,208 23,639 32,243
------------ ------------ ------------ ------------
Total interest income 8,384,921 8,127,822 16,429,959 16,427,706
INTEREST EXPENSE:
Deposits 3,428,315 3,575,291 6,869,905 7,224,511
FHLB Borrowings 24,967 32,540 51,868 195,604
Other 346,356 153,675 498,266 311,007
------------ ------------ ------------ ------------
Total interest expense 3,799,638 3,761,506 7,420,039 7,731,122
------------ ------------ ------------ ------------
NET INTEREST INCOME 4,585,283 4,366,316 9,009,920 8,696,584
PROVISION FOR LOAN LOSSES 120,000 88,000 215,000 156,000
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,465,283 4,278,316 8,794,920 8,540,584
NONINTEREST INCOME:
Computer center data processing fees 299,992 224,691 562,287 734,387
Service charges 448,206 242,962 900,268 483,603
Net gain/(loss) on sale of securities (42,858) 3,557 (43,966) 730,861
Net gain/(loss) on sale of loans (64,693) 33,072 (64,693) 127,590
Other 377,898 373,685 783,512 706,293
------------ ------------ ------------ ------------
Total noninterest income 1,018,545 877,967 2,137,408 2,782,734
NONINTEREST EXPENSE:
Salaries, wages and benefits 1,707,660 1,635,717 3,355,071 3,415,913
Net occupancy expense 196,446 204,039 396,469 400,977
Equipment expense 278,468 206,097 520,621 392,889
FDIC Premiums 24,763 12,171 41,901 24,416
State franchise tax 154,797 146,485 301,886 297,241
Professional services 293,621 375,354 570,576 643,383
Amortization of intangible assets 84,012 81,512 165,524 163,024
Other operating expenses 1,033,351 881,886 2,065,032 1,788,001
------------ ------------ ------------ ------------
Total noninterest expense 3,773,118 3,543,261 7,417,080 7,125,844
------------ ------------ ------------ ------------
Income before taxes 1,710,710 1,613,022 3,515,248 4,197,474
Income tax expense 446,930 420,144 946,094 1,149,015
------------ ------------ ------------ ------------
Net Income $ 1,263,780 $ 1,192,878 $ 2,569,154 $ 3,048,459
============ ============ ============ ============
Earnings per share $ 0.31 $ 0.28 $ 0.62 $ 0.72
Dividends declared $ 0.17 $ 0.16 $ 0.34 $ 0.32
Wtd. avg. shares during the period 4,108,449 4,262,834 4,123,688 4,263,083
</TABLE>
See notes to interim consolidated financial statements.
Page 4
<PAGE> 5
FIRST CITIZENS BANC CORP
Consolidated Comprehensive Income Statements (Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 1,263,780 $ 1,192,878 $ 2,569,154 $ 3,048,459
Other Comprehensive Income (Loss):
Unrealized holding gains and (losses) on
available for sale securities 285,387 (1,981,596) (345,996) (2,909,902)
Reclassification adjustment for (gains) and losses
later recognized in income 42,858 (3,557) 43,966 (730,861)
----------- ----------- ----------- -----------
Net unrealized gains and (losses) 328,245 (1,985,153) (302,030) (3,640,763)
Tax effect (111,601) 674,951 102,692 1,237,861
----------- ----------- ----------- -----------
Total other comprehensive income (loss) 216,644 (1,310,202) (199,338) (2,402,902)
Comprehensive income $ 1,480,424 $ (117,324) $ 2,369,816 $ 645,557
=========== =========== =========== ===========
</TABLE>
See notes to interim consolidated financial statements. Page 5
<PAGE> 6
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Form 10-Q
<TABLE>
<CAPTION>
Common Stock
Outstanding Retained
Shares Amount Earnings
--------- ------------ ------------
<S> <C> <C> <C>
Balance, January 1,1998 4,263,401 $ 23,257,520 $ 25,514,853
Comprehensive income:
Net income 5,760,667
Change in unrealized gain/(loss) on
securities available for sale
Total
Cash paid for fractional shares (3,451)
Cash dividends ($1.11 per share) (4,368,805)
Cash dividends declared by Farmers,
prior to merger (92,000)
--------- ---------- ----------
Balance, December 31, 1998 4,263,401 23,257,520 26,811,264
Comprehensive income:
Net income 6,062,169
Change in unrealized gain/(loss) on
securities available for sale
Total
Purchase of treasury stock, at cost (100,586)
Cash dividends ($1.15 per share)
--------- ---------- ----------
Balance, December 31, 1999 4,162,815 23,257,520 28,010,371
Comprehensive income:
Net income 2,569,154
Change in unrealized gain/(loss) on
securities available for sale
Total
Purchase of treasury stock, at cost (57,696)
Cash dividends ($.34 per share) (1,406,637)
--------- ---------- ----------
Balance, June 30, 2000 4,105,119 $ 23,257,520 $ 29,172,888
========= ============ ============
<CAPTION>
Accumulated
Other Total
Treasury Comprehensive Shareholders'
Stock Income(Loss) Equity
------------ ------------ ------------
<S> <C> <C> <C>
Balance, January 1,1998 $ 0 $ 2,427,062 $ 51,199,435
Comprehensive income:
Net income 5,760,667
Change in unrealized gain/(loss) on
securities available for sale 1,245,085 1,245,085
------------
Total 7,005,752
Cash paid for fractional shares (3,451)
Cash dividends ($1.11 per share) (4,368,805)
Cash dividends declared by Farmers,
prior to merger (92,000)
---------- -------- ----------
Balance, December 31, 1998 0 3,672,147 53,740,931
Comprehensive income:
Net income 6,062,169
Change in unrealized gain/(loss) on
securities available for sale (3,868,218) (3,868,218)
-----------
Total 2,193,951
Purchase of treasury stock, at cost (2,877,032) (2,877,032)
Cash dividends ($1.15 per share) (4,863,062)
---------- -------- ----------
Balance, December 31, 1999 (2,877,032) (196,071) 48,194,788
Comprehensive income:
Net income 2,569,154
Change in unrealized gain/(loss) on
securities available for sale (199,338) (199,338)
----------
Total
Purchase of treasury stock, at cost (1,577,211) (1,577,211)
Cash dividends ($.34 per share)
---------- -------- ----------
Balance, June 30, 2000 $ (4,454,243) $ (395,409) $ 47,580,756
============ ============ ============
</TABLE>
See notes to interim consolidated financial statements Page 6
<PAGE> 7
FIRST CITIZENS BANC CORP
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
--------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net Income $ 2,569,154 $ 3,048,459
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization of office premises and equipment 463,627 473,579
Amortization of intangible assets 165,524 168,023
Provision for loan losses 215,000 156,000
Loans originated for sale (808,004) (7,242,501)
Proceeds from sale of loans 297,215 7,319,380
(Gain)/loss on sale of loans 64,693 (127,590)
Security (gains)/losses 43,966 (730,861)
Change in deferred loan fees 50,745 (67,863)
Net amortization of security premiums and discounts 135,397 318,075
Change in accrued interest and other assets (1,330,253) 1,980,745
Change in accrued interest, taxes and other expenses (336,964) (788,421)
------------ ------------
Net cash from operating activities 1,530,100 4,507,025
Cash flows from investing activities
Maturities of interest bearing deposits -- 99,000
Maturities and calls of securities, held-to-maturity 34,852 154,828
Maturities and calls of securities, available-for-sale 9,090,006 17,220,146
Purchases of securities, available-for-sale (2,135,034) (12,925,835)
Proceeds from sale of securities, available-for-sale 11,687,799 2,219,394
Loans made to customers, net of principal collected (15,797,972) 4,282,609
Loans purchased (7,364,271) --
Change in federal funds sold 4,600,000 9,365,000
Proceeds from sale of property and equipment 32,088 1,627
Purchases of office premises and equipment (179,858) (512,254)
------------ ------------
Net cash from investing activities (32,390) 19,904,515
Cash flows from financing activities
Repayment of FHLB borrowings (275,574) (11,007,083)
Net change in deposits (7,944,549) (10,316,713)
Change in securities sold under agreements to repurchase (3,731,015) (4,155,049)
Change in U. S. Treasury interest-bearing demand note payable (269,430) 1,869,352
Purchases of treasury stock (1,577,211) (16,851)
Cash dividends paid (1,406,637) (1,364,289)
Change n federal funds purchased 15,280,000 --
------------ ------------
Net cash from financing activities 75,584 (24,990,633)
------------ ------------
Net change in cash and due from banks 1,573,294 (579,093)
Cash and due from banks at beginning of period 14,598,566 16,443,613
------------ ------------
Cash and due from banks at end of period $ 16,171,860 $ 15,864,520
============ ============
Cash paid during the period for:
Interest $ 8,533,422 $ 8,272,156
Income taxes $ 720,000 $ 960,000
Supplemental noncash disclosures:
Transfer of loans held-for-sale to portfolio $ 2,138,027 $ 0
</TABLE>
See notes to interim consolidated financial statements. Page 7
<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 following reports have been prepared by the Corporation without
audit: The consolidated balance sheets as of June 30, 2000; the
consolidated statements of income for the three and six month periods
ended June 30, 2000 and 1999;the consolidated statements of
comprehensive income for the three and six month periods ended June 30,
2000 and 1999; the consolidated statement of shareholders' equity for
the six months ended June 30, 2000; and the consolidated statements of
cash flows for the six month periods ended June 30, 2000 and 1999. 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, 2000 and its results of operations
and changes in cash flows for the periods ended June 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 June 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 3.0% 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
Finance Company is in the formation stage and as of June 30, 2000 has
not engaged in any significant business activity. Management considers
the Corporation to operate primarily in one reportable segment,
banking.
Page 8
<PAGE> 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
-------------------------------------------------------------------------------
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
amended by SFAS No. 137, 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 June 30, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
June 30, 2000
Gross Gross
Amortized Unrealized Unrealized
AVAILABLE FOR SALe Cost Gains Losses Fair Value
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations
of U.S. Government corporations
and agencies $ 54,433,713 $ 346 $ (1,173,076) $ 53,260,983
Obligations of state and political
subdivisions 50,774,567 244,680 (661,377) 50,357,870
Other securities, including mortgage-
backed and equity securities 26,521,873 1,507,877 (517,556) 27,512,194
------------- ------------- ------------- -------------
$ 131,730,153 $ 1,752,903 $ (2,352,009) $ 131,131,047
============= ============= ============= =============
June 30, 2000
Gross Gross
Amortized Unrealized Unrealized
HELD TO MATURITY Cost Gains Losses Fair Value
------------- ------------- ------------- -------------
Obligations of state and political
subdivisions $ 232,500 $ 0 $ (1,314) $ 231,186
Other securities, including mortgage-
backed securities 138,480 73 (559) 137,994
------------- ------------- ------------- -------------
$ 370,980 $ 73 $ (1,873) $ 369,180
============= ============= ============= =============
</TABLE>
Page 10
<PAGE> 11
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1999
Gross Gross
Amortized Unrealized Unrealized
AVAILABLE FOR SALE 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
Other securities, including mortgage-
backed securities 33,433,455 1,524,465 (533,247) 34,424,673
------------- ------------- ------------- -------------
$ 150,552,009 $ 1,885,226 $ (2,182,302) $ 150,254,933
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
Gross Gross
Amortized Unrealized Unrealized
HELD TO MATURITY Cost Gains Losses Fair Value
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Obligations of state and political
subdivisions $ 232,500 $ 475 $ (31) $ 232,944
Other securities, including 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 June 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.
<TABLE>
<CAPTION>
AVAILABLE FOR SALE Amortized Cost Fair Value
------------------- --------------------
<S> <C> <C>
Due in one year or less $ 16,562,986 $ 16,495,965
Due after one year through five years 78,872,321 77,508,724
Due after five years through ten years 16,812,536 16,524,413
Due after ten years 570,000 574,412
Mortgage-backed securities 12,535,616 12,160,441
Equity securities 6,376,694 7,867,092
------------ --------------
Total securities available for sale $131,730,153 $131,131,047
============ =============
Estimated Fair
HELD TO MATURITY Amortized Cost Value
------------------- --------------------
Due in one year or less $ 77,500 $ 77,223
Due after one year through five years 155,000 153,963
Mortgage-backed securities 138,480 137,994
------------- ------------
Total securities held to maturity $ 370,980 $ 369,180
============= ============
</TABLE>
Proceeds from the sales of securities available for sale during the three months
ended June 30, 2000 totaled $9,887,988 resulting in gross losses of $46,858.
Proceeds from the sales of securities available for sale during the three months
ended June 30, 1999 totaled $1,009,807 resulting in gross gains of $3,557.
Proceeds from the sales of securities available for sale during the six months
ended June 30, 2000 totaled $11,687,799 resulting in gross losses of $66,605 and
gross gains of $18,639. Proceeds from the sales of securities available for sale
during the six months ended June 30, 1999 totaled $2,219,394 resulting in gross
gains of $730,861. Securities called or settled by the issuer during the three
months ended June 30, 2000 resulted in gains of $4,000. Securities called or
settled by the issuer during the six months ended June 30, 2000 resulted in
gains of $4,000. No securities were called or settled by the issuer during the
three or six months ended June 30, 1999.
Securities with a carrying value of approximately $57,247,000 and $62,614,000
were pledged as of June 30, 2000 and December 31, 1999, 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 at June 30, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
6/30/2000 12/31/1999
--------- ----------
<S> <C> <C>
Commercial and Agriculture $ 36,286,375 $ 36,310,141
Commercial real estate 54,175,610 48,301,000
Real Estate - mortgage 185,622,697 168,643,326
Real Estate - construction 5,567,397 4,482,294
Consumer 28,345,975 28,105,412
Credit card and other 4,818,730 3,967,453
Deferred loan fees (926,869) (977,613)
Unearned interest (43,563) (112,163)
------------- -------------
Total $ 313,846,352 $ 288,719,850
============= =============
</TABLE>
(4) Allowance for Loan Losses
A summary of the activity in the allowance for loan losses for the six
months ended June 30, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C> <C>
Balance January 1, $4,273,825 $4,567,126
Loans charged-off (351,027) (401,052)
Recoveries 148,781 136,319
Provision for loan losses 215,000 156,000
---------- ----------
Balance June 30, $4,286,579 $4,458,393
=========== ==========
</TABLE>
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 six months ended
June 30.
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Average investment in impaired loans $3,746,000 $3,747,000
Interest income recognized on impaired loans
including interest income recognized on cash basis 143,562 144,502
Interest Income recognized on impaired loans
on cash basis 143,562 144,502
</TABLE>
Information regarding impaired loans at June 30, 2000 and December 31, 1999 was
as follows:
<TABLE>
<CAPTION>
6/30/00 12/31/99
------- --------
<S> <C> <C>
Balance impaired loans $3,286,000 $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 $3,286,000 $4,160,000
========== ==========
Portion of allowance for loan losses allocated to
the impaired loan balace $ 942,900 $1,145,000
========== ==========
</TABLE>
Nonperforming loans were as follows.
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
-------------------- --------------------
<S> <C> <C>
Loans past due over 90 days still on accrual $1,308,000 $ 834,000
Nonaccrual 1,245,000 1,682,000
</TABLE>
(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
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<PAGE> 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
-------------------------------------------------------------------------------
usually have expiration dates. Commitments may expire without being
used. Off-balance-sheet risk to 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 June 30, 2000 and December 31, 1999.
<TABLE>
<CAPTION>
Contract Amount
---------------
June 30, December 31,
2000 1999
----------------- ------------------
<S> <C> <C>
Commitment to extend credit:
Lines of credit and construction loans $26,569,000 $23,982,000
Credit cards 4,289,000 3,078,000
Letters of credit 572,000 507,000
----------- -----------
$31,430,000 $27,567,000
=========== ===========
</TABLE>
Commitments to make loans are generally made for a period of one year
or less. Fixed rate loan commitments included above totaled $5,781,000
at June 30, 2000 and had interest rates ranging from 5.25% to 12.00%
with maturities extended up to 30 years. Fixed rate loan commitments
included above totaled $4,484,000 at December 31, 1999 had 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 June 30, 2000 and December 31, 1999 approximated
$4,436,000 and $3,065,000.
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.
Page 15
<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 June 30, 2000, compared to
December 31, 1999 and the consolidated results of operations for the
three-month and six month periods ending June 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 June 30, 2000 totaled $474,328,493
compared to $472,220,057 at December 31, 1999. This was a increase of
$2,108,436, or 0.4 percent. Within the structure of the assets, net
loans have increased $25,113,748, or 8.8 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
and residential real estate loans purchased by Farmers from another
financial institution. The loans were purchased to supplement local
demand, which management did not feel was as strong as desired. Given
similar circumstances, management would consider purchasing additional
loans in the future. Loans held-for-sale decreased
Page 16
<PAGE> 17
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Form 10-Q
-----------------------------------------------------------------------------
$1,780,017, or 80.3 percent from December 31, 1999. At June 30, 2000,
the net loan to deposit ratio was 78.3 percent compared to 70.6 percent
at December 31, 1999.
At June 30, 2000, $131,131,047, or 99.7 percent of the security
portfolio was classified as available for sale. The remainder of
$370,980 was classified as held to maturity. Securities decreased
$19,159,014 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 six months of operations in 2000, $215,000 was placed into the
allowance for loan losses from earnings compared to $156,000 for the
same period of 1999. The increased provision is mainly a result of loan
growth. The calculation of specific reserves, reserves for
delinquencies and historical reserve are representative of the reserves
necessary for probable losses in the portfolio. The composition and
overall level of the loan portfolio and charge-off activity are all
factors used to determine provisions to the reserve. Net charge-offs
for the first six months of 2000 were $202,246 compared to $264,733 for
the same period of 1999. The June 30, 2000 allowance for loan losses as
a percent of total loans was 1.37 percent compared to 1.48 percent at
December 31, 1999.
Office premises and equipment have decreased $315,857 and intangible
assets have decreased $165,525 since December 31, 1999. The decrease in
office premises and equipment is attributed to new purchases of
$179,858, disposals of $32,088 and depreciation of $463,627.
Accrued interest and other assets totaled $7,432,149 at June 30, 2000
compared to $5,990,342 at December 31, 1999, an increase of $1,441,807.
This increase was primarily due to increases in interest receivable at
the banks of $463,865, prepaid expenses of $232,983 and deferred taxes
of $102,690.
Total deposits at June 30, 2000 decreased $7,944,549 from year-end
1999. Noninterest-bearing deposits, representing demand deposit
balances, increased $1,099,935 from year-end 1999. Interest-bearing
deposits, including savings and time deposits, decreased $9,044,484
from year-end 1999. Interest bearing deposits are down in part because
of our efforts to control deposit costs. Such efforts have caused some
of our higher priced deposits to leave the banks. The year to date 2000
average balance of savings deposits has decreased $1,399,000 compared
to the average balance of the same period for 1999. The current average
rate of these deposits is 2.36 percent compared to 2.41 percent in
1999. The year to date 2000 average balance of time certificates has
decreased $19,249,000 compared to the average balance for the same
period for 1999. As with the end-of-period balances, the average
balance of time certificates is down due to efforts to control deposit
costs. Such efforts have led to higher priced deposits leaving the
banks. In 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, which
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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
-------------------------------------------------------------------------------
has led to a modest increase in the overall rate on interest-bearing
deposits. The current average rate on these deposits is 5.09 percent
compared to 4.97 percent for the same period in 1999.
Other borrowed funds have increased $11,003,981 from December 31, 1999
to June 30, 2000. Federal funds purchased have increased $15,280,000
since December 31, 1999. The need for federal funds purchased is the
result of growing loans and shrinking deposits. Management feels 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. Federal Home Loan Bank borrowings have decreased $275,574 as a
result of scheduled pay downs. Securities sold under agreements to
repurchase, which tend to fluctuate, have decreased $3,731,015 and U.S.
Treasury Tax Demand Notes have decreased $269,430.
Shareholders' equity at June 30, 2000 was $47,580,756, 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 decrease in
shareholders' equity is made up of earnings of $2,569,154, dividends
paid of $1,406,637, the purchase of treasury stock for $1,577,211 and
the decrease in the market value of securities available for sale, net
of tax, of $199,338. The Corporation paid a cash dividend on February
1, 2000 and on May 1, 2000, each at a rate of $.17 per share. Total
outstanding shares at June 30, 2000 were 4,105,119.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2000 and 1999
Net income for the six months ended June 30, 2000 was $2,569,154, or
$.62 per common share compared to $3,048,459, or $.72 per common share
for the same period in 1999. This was a decrease of $479,305, or 15.7
percent. Some of the reasons for the changes are explained below.
Total interest income for the first six months of 2000 has increased
$2,253, or 0.01 percent compared to the same period in 1999. The
average rate on earning assets on a tax equivalent basis for the first
six months of 2000 was 7.35 percent and 7.22 percent for the first six
months of 1999. Total interest expense for the first six months of 2000
has decreased $311,083, or 4.0 percent compared to the same period of
1999. This decrease is mainly attributed to a decrease in interest on
deposits of $354,606, due to a lower average balance of
interest-bearing deposits and a decrease in interest on FHLB borrowings
of $143,736. Interest on FHLB borrowings is down as a result of
balances borrowed being lower in 2000. The Corporation made scheduled
balloon payments on two FHLB advances during the second quarter of
1999, and elected not to replace them. The average rate on
interest-bearing liabilities for the first six months of 2000 was 3.97
percent compared to 3.94 percent for the same period of 1999. The net
interest margin on a tax equivalent basis was 4.03 percent for the
six-month period ended June 30, 2000 and 3.93 percent for the same
period ended June 30, 1999.
Page 18
<PAGE> 19
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Form 10-Q
--------------------------------------------------------------------------------
Noninterest income for the first six months of 2000 totaled $2,137,408,
compared to $2,782,734 for the same period of 1999, a decrease of
$645,326. Net gain on securities for the first six months of 2000
decreased $774,827 compared to 1999. Revenue from computer operations
decreased $172,100 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 $77,219, due mainly to increased revenue from point-of-sale
terminal usage. Service charges on deposit accounts increased $416,665
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 $192,283 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
theses loans to the portfolio and recognized the valuation loss of
$79,223.
Noninterest expense for the six months ended June 30, 2000 totaled
$7,417,080 compared to $7,125,844 for the same period in 1999. This was
an increase of $291,236, or 4.1 percent. Equipment expense increased
$127,732 as a result of increased depreciation and maintenance expense.
Salaries and benefits decreased $60,842, or 1.8 percent compared to the
first six months of 1999 as a result of fewer total employees, on a
full-time equivalent basis. The number of employees was reduced through
attrition as well as a reduction based on staffing needs resulting from
SCC's sale of data processing contracts. The reduction of salaries and
benefits was offset by an increase in other expenses of $277,031
compared to 1999.
Three Months Ended June 30, 2000 and 1999
Net income for the three months ended June 30, 2000 was $1,263,780, or
$.31 per common share compared to $1,192,878, or $.28 per common share
for the same period in 1999. This was an increase of $70,902, or 5.9
percent. Some of the reasons for the changes are explained below.
Total interest income for the second quarter of 2000 increased
$257,099, or 3.2 percent compared to the same period in 1999. The
average rate on earning assets on a tax equivalent basis for the second
quarter of 2000 was 7.45 percent and 7.17 percent for the same period
of 1999. Total interest expense for the second quarter of 2000
increased $38,132, or 1.0 percent compared to the same period of 1999.
Interest on deposits decreased $146,976, in part due to a decrease in
volume. Federal funds were purchased to make up for this lost source of
funding, with a corresponding increase to interest expense of $192,681.
Management views this as a short term funding source that could be
reduced through maturities or sales of securities in the future.
Page 19
<PAGE> 20
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Form 10-Q
-------------------------------------------------------------------------------
The average rate on interest-bearing liabilities for the second quarter
of 2000 was 3.92 percent compared to 3.96 percent for the same period
of 1999. The net interest margin on a tax equivalent basis was 4.04
percent for the three-month period ended June 30, 2000 and 3.96 percent
for the same period ended June 30, 1999.
Noninterest income for the second quarter of 2000 totaled $1,018,545,
compared to $877,967 for the same period of 1999, an increase of
$140,578. Gain on securities for the second quarter of 2000 decreased
$46,415 compared to 1999. Revenue from computer operations increased
$75,301 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 $4,213. Service charges on deposit accounts increased
$205,244 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 $97,765 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. Management decided to return theses loans to the portfolio
and record the valuation loss rather than sell them.
Noninterest expense for the three months ended June 30, 2000 totaled
$3,773,118 compared to $3,543,261 for the same period in 1999. This was
an increase of $229,857, or 6.5 percent. Equipment expense increased
$72,371 as a result of increased depreciation and maintenance expense.
Salaries and benefits increased $71,943, or 4.4 percent compared to the
second quarter of 1999. Other expenses increased by $151,465 compared
to 1999. Professional fees decreased by $81,733, or 21.8 percent
compared to the same period of 1999.
INCOME TAX EXPENSE
Income tax expense for the first six months of 2000 totaled $946,094
compared to $1,149,015 for the first six months of 1999. This was a
decrease of $200,921, or 17.5 percent. The decrease in the federal
income taxes is a result of the decrease in total income before taxes
of $682,726, attributed mostly to reduced income from the sale of
equity securities. The effective tax rates were comparable for the
six-month periods ended June 30, 2000 and June 30, 1999, at 27.0% and
27.4% respectively.
Income tax expense for the second quarter of 2000 totaled $448,930
compared to $420,144 for the same period of 1999. This was an increase
of $28,786, or 6.8 percent. The increase in the federal income taxes is
a result of the increase in total income before taxes of $97,188. The
effective tax rates were comparable for the three-month periods ended
June 30, 2000 and June 30, 1999, at 26.2% and 26.0% respectively
Page 20
<PAGE> 21
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Form 10-Q
--------------------------------------------------------------------------------
CAPITAL RESOURCES
Shareholders' equity totaled $46,636,139 at June 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:
<TABLE>
<CAPTION>
Corporation Ratios Regulatory
6/30/00 12/31/99 Minimums
------- -------- --------
<S> <C> <C> <C>
Tier I Risk Based Capital 15.3% 17.3% 4.0%
Total Risk Based Capital 17.0% 18.7% 8.0%
Leverage Ratio 9.7% 9.6% 4.0%
</TABLE>
The Corporation paid a cash dividend of $.17 per common share each on
February 1, 2000, and May 1, 2000 compared to $.16 per common share
each on February 1, 1999 and May 1, 1999.
Capital expenditures totaled $179,858 for the first six months of 2000
compared to $512,254 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 $37,360,000 and the Banks have
additional borrowing availability at the Federal Home Loan Bank of
Cincinnati of $57,641,227 at June 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
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First Citizens Banc Corp
Management's Disucssion and Analysis of Financial Condition and
Results of Operations
Form 10-Q
-------------------------------------------------------------------------------
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 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 42.2 percent 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 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
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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<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 AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS First
Citizens Banc Corp held its annual meeting on April 18, 2000,
for the purpose of considering and voting on the following:
1.) To elect four Class III directors to serve terms of three
years or until their successors are elected and qualified.
2.) To adopt the 2000 First Citizens Banc Corp's Stock
Option and Stock Appreciation Rights Plan.
3.) To ratify appointment of Crowe, Chizek and Company LLP
(Crowe, Chizek) as independent auditors for the calendar year 1999.
Four directors, Blythe A. Friedley, Dean S. Lucal, W. Patrick
Murray and Paul H. Pheiffer were nominated for reelection and were
subsequently reelected as directors. The Stock Option and Stock
Appreciation Rights Plan was adopted. The appointment of Crowe, Chizek
as independent auditors was ratified. No other issues were brought
before the meeting.
Page 23
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First Citizens Banc Corp
Other Information
Form 10-Q
-------------------------------------------------------------------------------
The summary of the voting of common shares outstanding was as follows:
Director Candidate
------------------- For Withheld
Blythe A. Friedley 3,629,373 50,655
Dean S. Lucal 3,658,522 21,506
W. Patrick Murray 3,640,218 39,810
Paul H. Phieffer 3,647,953 32,075
The following directors' terms of office continued after the meeting:
John L. Bacon, Robert L. Bordner, Mary Lee G. Close, Richard B. Fuller
H. Lowell Hoffman, M.D., Lowell W. Leech, George L. Mylander,
David A. Voight, and Richard O. Wagner
<TABLE>
<CAPTION>
Stock Option and Stock For Against Abstain
<S> <C> <C> <C>
Appreciation Rights Plan 3,325,250 94,670 4,924
Accounting Firm For Against Abstain
Crowe, Chizek 3,646,503 28,596 4,929
</TABLE>
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.
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, 2000
------------------------------------ ---------------
David A. Voight Date
President
/s/ James O. Miller August 14, 2000
------------------------------------ ---------------
James O. Miller Date
Executive 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
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, 1999 filed by the registrant on
March 24, 2000
</TABLE>
Page 26
