U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter ended June 30, 1995 Commission file number 0-12425 Citizens Bancshares, Inc. (Exact name of small business issuer as specified in its charter) Louisiana 72-0759135 (State or other jurisdiction of (I.R.S. Employer Identification) incorporation or organization) 841 West Main Street, Ville Platte, La. 70586 (Address of principal executive offices) Issuer's telephone number, including area code 318-363-5643 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) had been subject to such filing requirements for the past 90 days. Yes (x) No ( ) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Number of Class of Common Stock Shares Outstanding As of Common Stock $5 Par Value 115,000 June 30, 1995 CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA INDEX PART I. FINANCIAL INFORMATION PAGE Condensed Consolidated Balance Sheets - June 30, 1995 and December 31, 1994 ..................3 Condensed Consolidated Statements of Income - Six and Three months ended June 30, 1995 and June 30, 1994 ........................................4 Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 1995 and June 30, 1994 ........................................5 Notes to Consolidated Financial Statements..............6 Management's Discussion and Analysis of Financial Condition and Results of Operations ...........................................7 PART II. OTHER INFORMATION Item 1. Legal Proceedings ............................10 Item 6. Exhibits and Reports on Form 8-K .............10 PART I. CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1995 (UNAUDITED) AND DECEMBER 31, 1994 (AUDITED) (in thousands of dollars) JUNE 30, 1995 DECEMBER 31,1994 ASSETS Cash and due from banks $ 2,066 $ 1,799 Federal funds Sold 3,450 2,325 CASH AND CASH EQUIVALENTS 5,516 4,124 Interest-bearing deposits in other banks 3,654 3,961 Investment securities Held to maturity (estimated fair values 11,638 13,024 of $11,739 and $12,893) Available-for-Sale, at fair value 23,800 17,070 TOTAL SECURITIES 35,438 30,094 Loans, 36,665 35,274 Unearned income ( 579) ( 550) Allowance for possible loan losses ( 791) ( 774) NET LOANS 35,295 33,950 Premises and equipment, net 841 602 Other real estate 6 - Deferred tax asset 9 348 Accrued interest receivable 856 830 Other assets 670 255 TOTAL ASSETS $82,285 $74,164 LIABILITIES Deposits Demand $ 8,101 $ 7,206 Savings and NOW Accounts 12,481 11,588 Certificate of deposit and other time deposits $100,000 or more 17,956 17,259 Other time deposits 36,175 31,646 TOTAL DEPOSITS 74,713 67,699 Accrued interest 412 324 Other liabilities 129 93 TOTAL LIABILITIES 75,254 68,116 SHAREHOLDERS' EQUITY Common Stock $5 par value, 300,000 shares authorized, 115,000 shares issued and outstanding 575 575 Capital surplus 825 825 Retained earnings 5,649 5,186 Unrealized (loss) on Available-for-Sale Securities, net of applicable deferred income taxes (18) (538) TOTAL SHAREHOLDERS' EQUITY 7,031 6,048 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $82,285 $74,164 CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (in thousands of dollars, except per share data) SIX MONTHS THREE MONTHS ENDED ENDED 6/30/95 6/30/94 6/30/95 6/30/94 Interest income Interest and fees on loans $ 1,671 $ 1,538 $ 850 $ 782 Interest on investment securities U.S. Treasury Securities 203 239 101 131 Obligations of other U.S. Government 645 447 347 219 agencies and corporations Obligations of states and political 96 85 50 42 subdivisions Interest on federal funds sold 116 61 55 31 Interest on deposits in other banks 117 104 59 52 TOTAL INTEREST INCOME 2,848 2,474 1,462 1,257 Interest expense Interest on deposits Savings and NOW accounts 181 179 59 90 Certificates and other time deposits $100,000 and more 467 353 250 185 Other time deposits 865 655 493 322 Other interest expense 0 0 0 0 TOTAL INTEREST EXPENSE 1,513 1,187 802 597 Net interest income 1,335 1,287 660 660 Provision for Possible Loan Losses 30 30 15 15 Net interest income after provision for possible loan losses 1,305 1,257 645 645 Service Charge on deposit accounts 173 158 87 79 Other income 128 68 88 39 Salaries & Employee Benefits 422 374 208 194 Other expense 505 414 246 202 Income before income taxes 679 695 366 367 Income tax expense 216 202 87 98 Net Income $ 463 $ 493 $ 279 $ 269 Net income per share of common stock $ 4.02 $ 4.29 $ 2.43 $ 2.34 The accompanying notes are an integral part of these financial statements. CITIZENS BANCSHARES, INC AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) JUNE 30, 1995 AND JUNE 30, 1994 JUNE JUNE 31, 1995 31, 1994 Cash flows from operating activities: Net Income $ 464 $ 493 Adjustments to reconcile net income to net cash provided by operating activities - Provision for possible loan losses 30 30 Depreciation 21 22 Net (accretion) of investment securities (22) (34) (Gain) on ivestment securities (1) -- (Gain) on sale of other real estate -- -- (Increase) in interest receivable (26) ( 1) (Increase) in other assets (49) (13) Increase (decrease) in interest payable 88 (24) Increase (decrease) in other liabilities 36 (138) Net cash provided by operating activities 541 335 Cash flows from investing activities: Proceeds from maturities and calls of investment securities 5,225 6,495 Purchase of investment securities (9,891) (8,007) Decrease in interest-bearing deposits in other banks 307 499 Purchase of Bank Branch (367) -- Proceeds from sales of other real estate -- -- (Increase) in loans (1,181) (1,212) Purchase of premises and equipment (256) (28) Net cash (used) by investing activities (6,163) (2,253) Cash flows from financing activities: Increase in deposits 7,014 2,018 Net cash provided by financing activities 7,014 2,018 Net increase in cash and cash equivalents 1,392 100 Cash and cash equivalents, beginning of year 4,124 4,443 Cash and cash equivalents, end of period $ 5,516 $ 4,543 Cash paid for income taxes $ 188 $ 193 Cash paid for interest expense $ 1,425 $ 1,211 Other real estate acquired in satisfaction of loans $ 6 $ -- Total Increase (decrease) in Fair Value of Securities Available for Sale $ 788 $ (524) CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA PART I -- FINANCIAL INFORMATION Item 1. Financial Statements (1) The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB. The December 31, 1994 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. 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 ended December 31, 1995. (2) As of January 1, 1994, the Company adopted the Financial Accounting Standards Board Statement Number 115 (FASB 115), "Accounting for Certain Investments in Debt and Equity Securities". Under FASB 115, the Company has classified its investment securities into two categories, held-to-maturity and available-for-sale. Securities considered as held-to-maturity generally include all municipal and US Treasury and Government Agencies maturing within two years, which the Company has both the positive intent and ability to hold until maturity. Available-for-sale securities are those not considered held-to- maturity. Held-to-maturity securities are carried at amortized cost and are $11,638,000 at June 30, 1995 and $13,024,000 at December 31, 1994. Available-for-sale securities are carried at their fair value at June 30, 1995 of $23,800,000, which includes a net unrealized loss of $27,470 from their amortized cost of $23,827,000. The net unrealized loss net of a deferred tax benefit of $9,340 is carried as a reduction of stockholders' equity of $18,130. CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1995 GENERAL STATEMENT Citizens Bank, Ville Platte, Louisiana (The Bank) is a commercial banking institution formed in 1975 under the banking laws of the State of Louisiana. The Bank conducts business at a main office located in the City of Ville Platte, Louisiana and at branch offices located 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, and access to two retail credit card plans, "VISA and MASTER CARD". Drive-in facilities are located at all banking locations. The Bank is the 100% owned and consolidated subsidiary of Citizens Bancshares, Inc. of Ville Platte, Louisiana (the Company). The Company owns no other company. The purpose of this narrative is to provide additional information that one may use to gain a more complete perspective on the operation of Citizens Bank as a commercial banking enterprise. Comments included herein should be read and taken into consideration along with other specific financial information given within this report. It is also noted that these comments may represent information that would not be otherwise available from the financial statements alone. FINANCIAL CONDITION The Bank's total assets increased during the first six months of 1995 from $74,165,000 to $82,285,000, a $8,120,000 or 10.95% increase. Most of this increase took place in the first quarter of 1995 due to the ac quisition of the Pine Prairie Branch which was purchased on January 12, 1995 from American Security Bank of Ville Platte, Louisiana. With about 80% of the deposits remaining with Citizens Bank, the acquisition has provided growth opportunities and new customer relationships for the Bank. In comparing the first quarter of 1995 to the second quarter of 1995, the bank's total assets increased by $1,082,000 or about 1%; this increase resutled broad internal growth. Earning assets, which include loans, investment securities, federal funds sold, and deposits in other banks were $78,628,000, a 10.58% increase from 1994 year end earning assets of $71,103,000. Increases in earning assets positions generally mirror increases in total assets both in terms of the amounts and causes of change. Nonaccrual loans, which are loans on which the interest recognition has been suspended until received because of doubts as to the borrowers' ability to repay principal and interest, were $179,008 at June 30, 1995. Loans which are 90 days or over past due and still accruing interest totaled $289,749 at June 30, 1995. Past Due loans to total loans for June 30, 1995 was 2.31% and loan to deposit ratio was 48.30%. The Allowance for Possible Loan Losses at June 30, 1995 was $790,558. Management maintains an allowance for possible loan losses at a level considered to be adequate to provide for possible loan losses. At June 30, 1995, the loan loss reserve to total loans was 2.19%. A total of $30,000 has been added to the allowance by charges against income during the first six months of 1995. Total charge-offs as of June 30, 1995 were $33,716 and recoveries of charge-offs totaled $20,172. As the Bank's primary source of funds, deposits, both time and demand, increased $7,014,000 or 10.36% during the first six months of 1995. Non- interest-bearing deposits increased $895,000, and interest-bearing deposits increased $6,119,000. With the downward turn in interest rates, management finds that most depositors are staying short and feels pressured with the competitor rates being offered by local brokerage firms. The primary functions of asset/liability management are to assure adequate liquidity and maintaince of appropriate balance between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers. With the Bank's asset/liability management program, most loan and deposit changes can be anticipated and provided for without an adverse impact on earnings. The Bank's liquidity ratio at June 30, 1995 was 56.59%. RESULTS OF OPERATIONS The Bank's net income for the six months ended June 30, 1995 was $463,000 or $4.02 per share as compared to $493,000 or $4.29 per share for the same period in 1994. At June 30, 1995, net return on assets was 1.14% and the net return on equity was 11.85%. Noninterest income, which consists of service charges and fees on financial services, was $301,000 for the first six months of 1995, a $75,000 increase from the first six months of 1994. Most of this increase is attributed to the gain on sale of assets in which $55,000 was credited to income for the adjustment of land acquired in exchange to fair value in accordance with the Official of Financial Institution. Noninterest expense for the first six months of 1995 increased by $139,000 as compared to the first six months of 1994. Salaries and employee benefits, the largest component of non-interest expense, increased by $48,000 as a result of additional staff to meet the branch acquisition and internal growth of Citizens Bank. With a 15 year amortization for the premium paid for the acquisition of the Pine Prairie Branch, $12,667 has been expense as of June 30, 1995. At June 30, 1995, the bank's ratios were as follows: Capital to Asset 9.43% Risk Based 19.45% Tier 1 17.50% Leverage Ratio 8.08% CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA 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) Part II Exhibits: none (b) The Company has not filed any reports on Form 8-K during the quarter ended June 30, 1995. 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 PRES.-TREASURER