UNITED STATES SECURITIES AND EXCHANGE COMMSSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 Commission file number 0-12425 Citizens Bancshares, Inc. (Exact name of small business issuer as specified in its charter) Louisiana 72-0759135 (State of other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 841 West Main Street, Ville Platte, LA 70586 (Address of principal executive offices) Issuer's telephone number, including area code: 337-363-5643 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class of Number of Shares Common Equity Outstanding As of Common stock, 114,855 March 31, 2000 $5 Par Value CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONTENTS PART I. FINANCIAL INFORMATION Condensed Consolidated Balance Sheet - March 31, 2000 Condensed Consolidated Statements of Income and Comprehensive Income - Three months ended March 31, 2000 and 1999 Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2000 and 1999 Note to Condensed Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K PART I. FINANCIAL INFORMATION CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) MARCH 31, 2000 (In thousands of dollars) ASSETS Cash and due from banks $3,166 Federal funds sold 9,755 Cash & cash equivalents 12,921 Interest-bearing deposits with banks 4,656 Securities available for sale, at fair values 29,488 Securities held to maturity 9,577 Loans receivable, net of allowance for loan losses of $1,059 60,530 Premises and equipment 2,975 Other assets 2,145 Total assets $122,292 LIABILITIES Demand deposits $13,101 Savings, NOW and money-market deposits 22,978 Time deposits $100,000 and more 24,896 Other time deposits 49,184 Total deposits 110,159 Accrued expenses and other liabilities 896 Total liabilities 111,055 SHAREHOLDERS' EQUITY Common Stock $5 par value, 300,000 shares authorized, 115,000 shares issued and outstanding 575 Additional paid-in capital 825 Treasury stock at cost, 145 shares (6) Retained earnings 10,340 Accumulated other comprehensive income (497) Total shareholders' equity 11,237 Total liabilities and shareholders' equity $122,292 CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 & 1999 (In thousands of dollars, except per share data) 2000 1999 Interest income Loans receivable $1,356 $1,226 Taxable securities 447 384 Tax-exempt securities 101 90 Federal funds sold 150 115 Deposits with banks 73 69 Total interest income 2,127 1,884 Interest expense Savings, NOW & money-market deposits 107 84 Time deposit $100,000 and more 406 347 Other time deposits 656 631 Total interest expense 1,169 1,062 Net interest income 958 822 Provision for loan losses 30 20 Net interest income after provision for loan losses 928 802 Non-interest income 196 178 Non-interest expense Salaries and employee benefits 343 329 Other expense 302 285 Total non-interest expense 645 614 Income before income taxes 479 366 Income tax expense 107 102 Net income $372 $264 Other comprehensive income, net of (153) (36) Comprehensive income $219 $228 Net income per share of common stock $3.24 $2.30 CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (In thousands of dollars) 2000 1999 Cash flows from operating activities Net income $372 $264 Adjustments to reconcile net income to net cash provided by operating activities 264 253 Net cash provided by operating activities 636 517 Cash flows from investing activities Maturities and calls of securities 70 1,705 Purchases of securities (4,816) (4,502) Net decrease/(increase) in interest- bearing deposits with banks 594 (10) Net (increase)/decrease in loans (1,030) 489 Purchases of premises and equipment (13) (175) Net cash (used) by investing activities (5,195) (2,493) Cash flows from financing activities Net increase in deposits 8,832 6,677 Net cash provided by financing activities 8,832 6,677 Net increase in cash and cash equivalents 4,273 4,701 Cash and cash equivalents at beginning of year 8,648 8,482 Cash and cash equivalents at end of period 12,921 13,183 Income taxes paid - - Interest paid 1,210 1,087 Foreclosed real estate acquired in satisfaction of loans 288 - CITIZENS BANCSHARES, INC. AND SUBSIDIARY NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest annual report on Form 10-KSB. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full year ending December 31, 2000. CITIZENS BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL STATEMENT For a comprehensive review of financial condition and results of operations of Citizens Bancshares, Inc. (the Company), this discussion and analysis should be reviewed along with the information and financial statements presented elsewhere in this report. The Company is a one-bank holding company whose sole subsidiary is Citizens Bank, Ville Platte, Louisiana (the Bank). Citizens Bank, Ville Platte, Louisiana is a commercial banking institution formed in 1975 under the banking laws of the State of Louisiana. The bank operates a main office located in the City of Ville Platte, Louisiana and also operates branch facilities in the Town of Mamou, Louisiana and the Village of Pine Prairie, Louisiana. The Bank offers a full range of traditional commercial banking services, including demand, savings, and time deposits, consumer, commercial, agriculture, and real estate loans, safe-deposit boxes, two credit card plans, VISA and MASTERCARD. Drive-in facilities are located at all banking locations with ATM service at the main office. FINANCIAL CONDITION Total assets of the Company increased by $9,085,000 or 8.03%, from $113,207,000 at December 31, 1999 to $122,292,000 at March 31, 2000. The increase is attributed to an increase in loans and deposits. Earning assets, which include loans, investment securities, federal funds sold, and deposits in other banks were 93.23% of total assets at March 31, 2000. Loans showed an increase of $1,688,000 or 2.87% at March 31, 2000. There was an increase in securities of $3,596,000 or 10.14% at March 31, 2000. The Bank maintains an allowance for loan losses against which impaired or uncollectible loans are charged. The balance in the allowance for loan losses was $1,059,000 at March 31, 2000, which represents 1.72% of total loans outstanding on that date. Provisions to the allowance for loan losses, which were charged to net income as of March 31, 2000, totaled $30,000. Management evaluates the adequacy of the allowance for loan losses on a monthly basis by monitoring the balance in total loans as well as the past due, nonaccrual, classified, and other problem loans. On the basis of this evaluation, the allowance for loan losses is considered adequate to meet possible future charges for losses in the existing loan portfolio. At March 31, 2000, past due loans to total loans were 1.56%. With interest earned on investment securities being one of the primary sources of income, investment securities increased by $3,596,000 or 10.14% at March 31, 2000. The following chart shows what our portfolio is made up of as of March 31, 2000: U.S. Government Agencies 47.69% Mortgage-Backed Securities 30.83% Municipal Securities 21.48% At of March 31, 2000, securities classified as "held to maturity" had an amortized cost/recorded value of $9,577,000 and a fair value of $9,420,000; securities classified as "available for sale" had a fair value of $29,488,000 and an amortized cost of $30,241,000. With deposits being the Bank's primary source of funds, both time and demand, total deposits increased $8,832,000 or 8.72% from $101,327,000 at December 31, 1999 to $110,159,000 at March 31, 2000. Money-market accounts increased by $3,219,000 or 79.80%. The primary functions of asset/liability management are to assure adequate liquidity and maintain an appropriate spread between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Major elements of the Bank's overall liquidity management capabilities and financial resources are (1) core deposits, (2) closely managed maturity structure of loans and deposits, (3) sale and maturity of assets (primarily investment securities), and, if necessary, (4) extensions of credit, including federal funds purchased and securities sold under repurchase agreements. With the Bank's asset/liability management program, most loan and deposit changes can be anticipated without an adverse impact on earnings. At March 31, 2000, the Bank's liquidity ratio was 41.16%. RESULTS OF OPERATIONS For the first quarter of 2000, the Company reported net income of $372,000 or $3.24 per average share. Net return on assets was 1.24% and net return on equity was 13.37%. Net interest income is the Company's principal source of revenue and is measured by the difference between interest income earned on loans and investments and interest expense incurred on deposits. At March 31, 2000, the Bank's net interest margin was 3.28%, a slight increase from March 31, 1999, which at that time the net interest margin was 3.12%. Net interest income increased $136,000, or 16.55% in 2000 to $958,000 compared to $822,000 at March 31, 1999. The reason for such increase was $243,000 or 12.90% increase in interest income which was offset by a $107,000 or 10.08% increase in interest expense. Non-interest income, which consists primarily of service charges and fees on financial services increased $18,000 or 10.12% in comparing March 31, 2000 to March 31, 1999. Service charges on deposit accounts increased by $11,000 or 8.34%. Non-interest expense includes salaries and employee benefits, occupancy and equipment expense, and other expense. Non- interest expense amounted to $645,000 at March 31, 2000, a $31,000 or 5.05% increase from March 31, 1999. Salaries and employee benefits being the main expense showed an increase of $14,000 or 4.26%. CAPITAL ADEQUACY Primary capital (shareholders' equity plus a portion of the allowance for loan losses) as a percent of adjusted total assets is one of the standard measures of capital adequacy used by bank regulators. This and other measurement ratios serve as the underlying basis for evaluating the Bank's capital adequacy and for determining the Bank's insurance fund deposit assessment charges. At March 31, 2000, the Bank's ratios were as follows: Risk Based Capital 18.65% Tier 1 Capital 17.39% Leverage Ratio 9.19% To be categorized as well capitalized, the Bank must maintain a total risk-based capital ratio of 10% or higher, Tier 1 risk- based capital ratio of 6% or higher, and leverage capital ratio of 5% or higher. PART II. OTHER INFORMATION Item 1. Legal Proceedings Legal proceedings involving the Bank are limited to proceedings arising from normal business activities, none of which are considered material. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - (3)(ii) By-laws of Citizens Bancshares, Inc., amended in March, 2000 (27) Financial Data Schedule (b) The Company has not filed any reports on Form 8-K during the quarter ended March 31, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CITIZENS BANCSHARES, INC. CARL W. FONTENOT PRESIDENT & CEO WAYNE VIDRINE EXECUTIVE VICE PRESIDENT-TREASURER