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, 1997 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, 1997 CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA INDEX PART I. FINANCIAL INFORMATION PAGE Condensed Consolidated Balance Sheets - June 30, 1997 and December 31, 1996...................3 Condensed Consolidated Statements of Income - Six and three months ended June 30, 1997 and June 30, 1996.....................................4 Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 1997 and June 30, 1996.........................................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 ............................9 Item 4. Submission of Matters to a Vote of Security Holders..............................9 Item 6. Exhibits and Reports on Form 8-K .............9 PART I. CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1997 AND DECEMBER 31, 1996 (UNAUDITED) (in thousands of dollars) JUNE 30,1997 DECEMBER 31,1996 ASSETS Cash and due from banks $ 2,431 $ 2,352 Federal funds sold 4,800 3,725 CASH AND CASH EQUIVALENTS 7,231 6,077 Interest-bearing deposits with banks 3,865 3,766 Securities available for sale, at fair values 27,523 25,999 Securities held to maturity, fair values of $8,756 & $10,997 8,712 10,909 TOTAL SECURITIES 36,235 36,908 Loans, 47,467 43,181 Unearned income (511) (490) Allowance for possible loan losses (891) ( 859) NET LOANS 46,065 41,832 Premises and equipment, net 1,629 1,017 Foreclosed real estate 17 -- Deferred tax asset 7 44 Accrued interest receivable 924 890 Other assets 549 516 TOTAL ASSETS $96,522 $91,050 LIABILITIES Demand deposits $10,470 $ 9,235 Savings, NOW and money-market deposits 13,130 12,146 Time deposits $100,000 or more 21,643 20,772 Other time deposits 41,562 39,780 TOTAL DEPOSITS 86,805 81,933 Accrued interest payable 543 540 Accrued expenses and other liabilities 116 117 TOTAL LIABILITIES 87,464 82,590 SHAREHOLDERS' EQUITY Common Stock $5 par value, 300,000 shares authorized, 115,000 shares issued and outstanding 575 575 Additional paid-in capital 825 825 Retained earnings 7,673 7,013 Unrealized (loss) gain on Available-for-Sale Securities, net of applicable deferred income taxes (15) 47 TOTAL SHAREHOLDERS' EQUITY 9,058 8,460 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $96,522 $91,050 CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) SIX AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (in thousands of dollars, except per share data) SIX MONTHS THREE MONTHS ENDED ENDED 6/30/97 6/30/96 6/30/97 6/30/96 Interest income Loans receivable $ 2,085 $ 1,837 $ 1,080 $ 941 U.S. Treasury Securities 162 148 81 77 U.S. Government agencies 837 736 426 371 States and political subdivisions 128 130 65 67 Federal funds sold 150 134 64 65 Deposits with banks 114 111 58 55 Total interest income 3,476 3,096 1,774 1,576 Interest expense Deposits Savings, NOW and money-market accts 287 178 198 89 Time deposits $100,000 and more 580 542 282 274 Other time deposits 1,046 1,032 490 520 Total interest expense 1,913 1,752 970 883 Net interest income 1,563 1,344 804 693 Provision for loan losses 47 30 25 15 Net interest income after provision for loan losses 1,516 1,314 779 678 Noninterest income Service charge on deposit accounts 206 193 106 94 Other income 71 85 40 39 Total noninterest income 277 278 146 133 Noninterest expense Salaries & employee benefits 468 445 232 225 Occupancy & equipment expense 113 106 57 60 Other expense 312 288 158 141 Total noninterest expense 893 839 447 426 Income before income taxes 900 753 478 385 Income tax expense 240 227 135 125 Net Income $ 660 $ 526 $ 343 $ 260 Net income per share of common stock $ 5.74 $ 4.57 $ 2.99 $ 2.26 CITIZENS BANCSHARES, INC AND CITIZENS BANK, VILLE PLATTE, LOUISIANA CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) JUNE 30, 1997 AND JUNE 30, 1996 JUNE JUNE 30, 1997 30, 1996 Cash flows from operating activities: Net Income $ 660 $ 526 Adjustments to reconcile net income to net cash provided by operating activities - Provision for possible loan losses 47 30 Depreciation & Amortization 42 27 Net (accretion) of investment securities (38) (18) (Gain) on sale of other real estate -- (10) (Increase) decrease in interest receivable (34) 4 (Increase) in other assets (44) (17) Increase (decrease) in interest payable 3 (32) (Decrease) increase in other liabilities (1) 30 Net cash provided by operating activities 635 540 Cash flows from investing activities: Proceeds from maturities and calls of investment securities 6,796 11,860 Purchase of investment securities (6,307) (13,072) (Increase) decrease in interest-bearing deposits in other banks (99) 299 Proceeds from sales of foreclosed real estate -- 31 (Increase) in loans (4,102) (3,093) Purchase of premises and equipment (641) (441) Net cash (used) by investing activities (4,353) (4,416) Cash flows from financing activities: Increase in deposits 4,872 2,731 Net cash provided by financing activities 4,872 2,731 Net increase (decrease) in cash and cash equivalents 1,154 (1,145) Cash and cash equivalents, beginning of year 6,077 6,073 Cash and cash equivalents, end of period $ 7,231 $ 4,928 Cash paid for income taxes $ 276 $ 187 Cash paid for interest expense $ 1,910 $ 1,720 Other real estate acquired in satisfaction of loans $ 17 $ 141 Total Increase (decrease) in Fair Value of Securities Available for Sale $ (93) $ (401) 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, 1996 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 ending December 31, 1997. CITIZENS BANCSHARES, INC. AND CITIZENS BANK, VILLE PLATTE, LOUISIANA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1997 GENERAL STATEMENT For a comprehensive review of financial condition and results of operations of Citizens Bancshares, Inc. (the Company), this discussion and anaylsis 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. FINANCIAL CONDITION The Bank's total assets increased in the first six months of 1997 from $91,050,000 to $96,522,000, a $5,472,000 or 6.00% increase. The increase is attributable to an increase in deposits of $4,872,000, which have been used to fund the increases in cash, cash equivalents and loans. Earning assets, which include loans, investment securities, federal funds sold, and deposits in other banks were 94.24% of total assets as of June 30, 1997. The Bank maintains an allowance for loan losses against which imparied or uncollectible loans are charged. The balance in the allowance for loan losses was $891,000 as of June 30, 1997, which represents a 1.90% of total loans outstanding on that date. Provisions to the allowance for loan losses, which were charged to net income of 1997, totaled $47,000. 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 charge- for losses in the existing loan portfolio. The Bank's primary source of funds is deposits, both time and demand. For the first six months of 1997, total deposits, increased $4,872,000 or 5.95%. At June 30, 1997, the Bank's loan to deposit ratio was 54.09%. 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 avaliable 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 pruchased 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. As of June 30, 1997 the Bank's liquidity ratio was 51.33%. RESULTS OF OPERATIONS The Bank reported a net income of $660,000 or $5.74 per average share outstanding for the first six months of 1997. Net return on assets was 1.39% and net return on equity was 13.30%. Net interest income is the Bank'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. In comparing June 30, 1997 to June 30, 1996, the Bank's net interest income increased by $219,000 or 16.29%. Much of this increase is attributed to loans receivable which increased by 13.50%. Noninterest income, which consists primarily of service charges and fees on financial services, stayed basically the same when comparing June 30, 1997 to June 30, 1996. Noninterest expense as of June 30, 1997 increased by $54,000 or 6.44% from June 30, 1996. Salaries increased by $23,000 or 5.17% due to adjustments and additional staff needed to meet the growth of Citizens Bank. Other expenses increased by $24,000 or 8.33% which is mainly due to expenses incurred for our Bankcard program. 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. As of March 31, 1997, the Bank's ratios were as follows: Capital to Assets 9.59% Risk Based Capital 19.49% Tier 1 Capital 18.24% Leverage Ratio 9.30% 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. 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 4. Submission of Matters to a Vote of Security Holders Pursuant to a notice of meeting mailed March 10, 1997 accompanied by a proxy statement, the annual meeting of shareholders was held on April 10, 1997. Proxies for the annual meeting were solicited pursuant to Regulation 14A. There was no solicitation in opposition to management's nominees for the Board of Directors as listed in the Proxy Statement. All of the following nominees were duly nominated and elected: Carl W. Fontenot Otis Fontenot Joseph Jake Fontenot J.B. Veillon Curley Courville Fredrick Phillips Eugene S. Fontenot Roderick Young Jules Hebert No other matters were submitted to the shareholders for their consideration or vote at the annual meeting. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - (27) Financial Data Schedule (b) The Company has not filed any reports on Form 8-K during the quarter ended June 30, 1997. 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