UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2001
------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 incorporation (I.R.S. Employer
or organization) Identification Number)
100 East Water Street, Sandusky, Ohio 44870
------------------------------------- -----------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 625-4121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes
-----
No
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value
Outstanding at November 13, 2001
4,082,619 common shares
FIRST CITIZENS BANC CORP
Index
PART I. Financial Information
ITEM 1. Financial Statements:
Consolidated Balance Sheets (unaudited)
September 30, 2001 and December 31, 2000............................. 3
Consolidated Statements of Income (unaudited)
Three and nine months ended September 30, 2001 and 2000.............. 4
Consolidated Statements of Comprehensive Income (unaudited)
Three and nine months ended September 30, 2001 and 2000.............. 5
Consolidated Statement of Shareholders' Equity (unaudited)
For the year ended December 31, 2000 and
nine months ended September 30, 2001................................. 6
Consolidated Statement of Cash Flows (unaudited)
Nine months ended September 30, 2001 and 2000........................ 7
Notes to Consolidated Financial Statements (unaudited)................... 8-16
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 17-23
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk............... 23-25
PART II. Other Information
ITEM 1. Legal Proceedings........................................................ 26
ITEM 2. Changes in Securities and Use of Proceeds................................ 26
ITEM 3. Defaults Upon Senior Securities.......................................... 26
ITEM 4. Submission of Matters to a Vote of Security Holders...................... 26
ITEM 5. Other Information........................................................ 26
ITEM 6. Exhibits and Reports on Form 8-K......................................... 26
SIGNATURES........................................................................ 27
FIRST CITIZENS BANC CORP
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
September 30, December 31,
2001 2000
------------- ------------
Assets
Cash and due from banks $ 21,843 $ 15,735
Federal funds sold 15,100 0
Interest-bearing deposits 0 51
Securities
Available-for-sale 115,616 115,514
Held-to-maturity (Estimated Fair Value of $224 at
September 30, 2001, and $278 at December 31, 2000) 219 278
---------- ----------
Total securities 115,835 115,792
Loans held for sale 1,256 571
Loans 338,940 346,089
Less: Allowance for loan losses (4,290) (4,107)
---------- ----------
Net loans 334,650 341,982
Office premises and equipment, net 7,107 7,221
Intangible assets 1,625 1,869
Accrued interest and other assets 6,769 6,038
---------- ----------
Total assets $ 504,185 $ 489,259
========== ==========
Liabilities
Deposits
Noninterest-bearing deposits $ 42,639 $ 42,306
Interest-bearing deposits 375,768 349,662
---------- ----------
Total deposits 418,407 391,968
Federal Home Loan Bank borrowings 960 1,400
Securities sold under agreements to repurchase 13,296 12,946
U. S. Treasury interest-bearing demand deposit note payable 2,812 1,207
Notes payable to other financial institutions 14,000 10,600
Federal funds purchased 0 20,000
Accrued interest, taxes and other expenses 3,637 3,213
---------- ----------
Total liabilities 453,112 441,334
Shareholders' Equity
Common stock, no par value; 10,000,000 shares authorized,
4,263,401 shares issued 23,258 23,258
Retained earnings 30,254 28,614
Treasury stock, 180,782 shares at cost at September 30, 2001,
175,782 shares at cost at December 31, 2000 (4,919) (4,818)
Accumulated other comprehensive income 2,480 871
---------- ----------
Total shareholders' equity 51,073 47,925
---------- ----------
Total liabilities and shareholders' equity $ 504,185 $ 489,259
========== ==========
See notes to interim consolidated financial statements Page 3
FIRST CITIZENS BANC CORP
Consolidated Statements of Income (Unaudited)
(In thousands, except share data)
Three months ended Nine months ended
September 30, September 30,
------------------------ -------------------------
2001 2000 2001 2000
---------- ------------ ----------- -----------
INTEREST INCOME:
Loans, including fees $ 7,238 $ 6,923 $ 22,141 $ 19,263
Taxable securities 1,065 1,280 3,317 4,211
Nontaxable securities 416 537 1,304 1,631
Federal funds sold 191 0 352 41
Other 14 10 27 34
---------- ----------- ----------- -----------
Total interest income 8,924 8,750 27,141 25,180
INTEREST EXPENSE:
Deposits 3,467 3,658 10,836 10,528
FHLB Borrowings 15 22 51 74
Other 386 358 1,403 856
---------- ----------- ----------- -----------
Total interest expense 3,868 4,038 12,290 11,458
---------- ----------- ----------- -----------
NET INTEREST INCOME 5,056 4,712 14,851 13,722
PROVISION FOR LOAN LOSSES 135 284 656 499
---------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,921 4,428 14,195 13,223
NONINTEREST INCOME:
Computer center data processing fees 283 274 889 837
Service charges 427 450 1,240 1,350
Net gain/(loss) on sale of securities 5 10 5 (34)
Net gain/(loss) on sale of loans 148 15 289 (50)
Other 559 504 1,398 1,288
Total noninterest income 1,422 1,253 3,821 3,391
NONINTEREST EXPENSE:
Salaries, wages and benefits 1,904 1,795 5,822 5,150
Net occupancy expense 209 214 678 611
Equipment expense 291 280 813 801
Data processing expense 186 164 554 518
State franchise tax 190 117 553 419
Professional services 194 110 556 467
Other operating expenses 1,334 1,343 3,713 3,475
---------- ----------- ----------- -----------
Total noninterest expense 4,308 4,023 12,689 11,441
---------- ----------- ----------- -----------
Income before taxes 2,035 1,658 5,327 5,173
Income tax expense 531 422 1,482 1,368
---------- ----------- ----------- -----------
Net Income $ 1,504 $ 1,236 $ 3,845 $ 3,805
========== =========== =========== ===========
Earnings per share $ 0.37 $ 0.30 $ 0.94 $ 0.92
Dividends declared per share $ 0.18 $ 0.17 $ 0.54 $ 0.51
Wtd. avg. shares during the period 4,082,619 4,094,548 4,082,967 4,113,867
See notes to interim consolidated financial statements Page 4
FIRST CITIZENS BANC CORP
Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
Three months ended Nine months ended
September 30, September 30,
------------------- -----------------
2001 2000 2001 2000
-------- --------- ------- -------
Net income $ 1,504 $ 1,236 $ 3,845 $ 3,805
Other Comprehensive Income (Loss):
Unrealized holding gains and (losses) on
available for sale securities 704 1,566 2,443 1,220
Reclassification adjustment for (gains)
and losses (5) (10) (5) 34
-------- -------- ------- -------
later recognized in income
Net unrealized gains and (losses) 699 1,556 2,438 1,254
Tax effect (238) (529) (829) (426)
-------- -------- ------- -------
Total other comprehensive income (loss) 461 1,027 1,609 828
-------- -------- ------- -------
Comprehensive income $ 1,965 $ 2,263 $ 5,454 $ 4,633
======== ======== ======= =======
See notes to interim consolidated financial statements Page 5
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Form 10-Q
(In thousands, except share data)
Common Stock Accumulated
---------------------- Other Total
Outstanding Retained Treasury Comprehensive Shareholders'
Shares Amount Earnings Stock Income/(Loss) Equity
------------ ------- ---------- --------- -------------- -------------
Balance, January 1, 2000 4,162,815 $23,258 $ 28,010 $(2,877) $ (196) $ 48,195
Net income 5,692 5,692
Change in unrealized gain/(loss) on
securities available for sale,
net of reclassifications and
tax effects 1,067 1,067
Purchase of treasury stock, at cost (75,196) (1,941) (1,941)
Cash dividends ($1.24 per share) (5,088) (5,088)
--------- ------- -------- ------- ------ --------
Balance, December 31, 2000 4,087,619 23,258 28,614 (4,818) 871 47,925
Net income 3,845 3,845
Change in unrealized gain/(loss) on
securities available for sale,
net of reclassifications and
tax effects 1,609 1,609
Purchase of treasury stock, at cost (5,000) (101) (101)
Cash dividends ($.54 per share) (2,205) (2,205)
--------- ------- -------- ------- ------ --------
Balance, September 30, 2001 4,082,619 $23,258 $ 30,254 $(4,919) $2,480 $ 51,073
========= ======= ======== ======= ====== ========
See notes to interim consolidated financial statements Page 6
FIRST CITIZENS BANC CORP
Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
Nine months ended September 30,
-------------------------------
2001 2000
------------- ----------
Net cash from operating activities $ 3,955 $ 3,817
Cash flows from investing activities
Maturities of deposits held in other institutions 51 -
Maturities and calls of securities, held-to-maturity 58 39
Maturities and calls of securities, available-for-sale 18,895 13,614
Purchases of securities, available-for-sale 16,609) (4,551)
Proceeds from sale of securities, available-for-sale - 11,688
Loans made to customers, net of principal collected 6,410 (29,901)
Loans purchased - (7,364)
Change in federal funds sold 15,100) 4,600
Proceeds from sale of property and equipment 5 44
Purchases of office premises and equipment (604) (593)
-------- ---------
Net cash from investing activities (6,894) (12,424)
Cash flows from financing activities
Repayment of FHLB borrowings (440) (417)
Net change in deposits 26,438 (805)
Change in securities sold under agreements to repurchase 349 (3,325)
Change in U. S. Treasury interest-bearing demand note payable 1,606 (1,551)
Change in federal funds purchased 20,000) 13,700
Change in notes payable 3,400 6,000
Purchases of treasury stock (101) (1,941)
Cash dividends paid (2,205) (2,105)
-------- ---------
Net cash from financing activities 9,047 9,556
-------- ---------
Net change in cash and due from banks 6,108 949
Cash and due from banks at beginning of period 15,735 14,599
-------- ---------
Cash and due from banks at end of period $ 21,843 $ 15,548
======== =========
Cash paid during the period for:
Interest $ 13,286 $ 12,586
Income taxes $ 1,360 $ 1,178
Supplemental noncash disclosures:
Transfer of loans held-for-sale to portfolio $ - $ 2,138
Transfer of loans to other real estate owned $ 372 $ 89
See notes to interim consolidated financial statements Page 7
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- -------------------------------------------------------------------------------
(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), Mr. Money Finance Company, (Mr. Money), First Citizens
Title Insurance Agency, and First Citizens Insurance Agency, together
referred to as the Corporation. All significant inter-company balances
and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared by the
Corporation without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary
to present fairly the Corporation's financial position as of September
30, 2001 and its results of operations and changes in cash flows for
the periods ended September 30, 2001 and 2000 have been made. The
accompanying consolidated financial statements have been prepared in
accordance with instructions of Form 10-Q, and therefore certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. The results of operations for the period
ended September 30, 2001 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 2000 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, Huron, Marion, Ottawa, Richland 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 2001, SCC provided item processing for 10 financial institutions in
addition to the three subsidiary banks. Through September 30, 2001, SCC
accounted for 4.3% of the Corporation's total revenues. Reynolds
provides real estate appraisal services for lending purposes to
subsidiary banks and other financial institutions. Reynolds accounts
for less than 1.0% of total Corporation revenues. Mr. Money provides
consumer and real estate financing that the Banks would not normally
provide to B and C credits at a rate commensurate with the risk. Mr.
Money accounts for 5.1% of total Corporation revenues. In September
2000 the Corporation formed two new affiliates; First Citizens Title
Insurance Agency Inc. and First Citizens Insurance Agency Inc. First
Citizens Title Insurance Agency Inc. has been formed to provide
customers with a seamless mortgage product with improved service. First
Citizens Insurance Agency Inc
Page 8
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- -------------------------------------------------------------------------------
was formed to allow the Corporation to participate in commission
revenue generated through its third party insurance agreement.
Insurance commission revenue is less than 1 percent of total revenue
for the period ended September 30, 2001. Management considers the
Corporation to operate primarily in one reportable segment, banking.
To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America,
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 2000 financial statements have been reclassified
to correspond with the 2001 presentation.
In September 2000, the Financial Accounting Standards Board issued SFAS
No.140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 140 replaces SFAS No. 125 and
resolves various implementation issues while carrying forward most of
the provisions of SFAS No. 125 without change. SFAS No. 140 revises
standards for transfers of financial assets by clarifying criteria and
expanding guidance for determining whether the transferor has
relinquished control and the transfer is therefore accounted for as a
sale. SFAS No. 140 also adopts new accounting requirements for pledged
collateral and requires new disclosures about securitizations and
pledged collateral. SFAS No. 140 was effective for transfers occurring
after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15,
2000. The adoption of this standard has not had a material effect on
the Corporation's financial statements.
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141. "Business
Combinations." SFAS No. 141 requires all business combinations within
its scope to be accounted for using the purchase method, rather than
the pooling-of-interests method. The provisions of this Statement apply
to all business combinations initiated after June 30, 2001. The
adoption of this statement will only impact the Company's financial
statements if it enters into a business combination.
Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets", which addresses the accounting for such assets
arising from prior and future business
Page 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- -------------------------------------------------------------------------------
combinations. Upon the adoption of this Statement, goodwill arising
from business combinations will no longer be amortized, but rather will
be assessed regularly for impairment, with any such impairment
recognized as a reduction to earnings in the period identified. The
Company is required to adopt this Statement on January 1, 2002 and
early adoption is not permitted. Prior to the adoption of SFAS No. 142,
the Corporation's annual amortization of goodwill is $201.
(2) Securities
Securities at September 30, 2001 and December 31, 2000 were as follows:
September 30, 2001
-------------------------------------------------------
AVAILABLE FOR SALE Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $ 44,335 $ 1,375 $ 0 $ 45,710
Obligations of state and political subdivisions 39,918 1,359 0 41,277
Corporate obligations 12,965 95 (18) 13,042
Other securities, including mortgage-backed
securities and equity securities 14,640 954 (7) 15,587
--------- --------- ------- ----------
$ 111,858 $ 3,783 $ (25) $ 115,616
========= ========= ======= ==========
September 30, 2001
-------------------------------------------------------
HELD TO MATURITY Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
Obligations of state and political subdivisions $ 154 $ 3 $ 0 $ 157
Other securities, including mortgage-backed
securities and equity securities 65 2 0 67
------- ----- ------ -------
$ 219 $ 5 $ 0 $ 224
======= ===== ====== =======
Page 10
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- -------------------------------------------------------------------------------
December 31, 2000
-------------------------------------------------------
AVAILABLE FOR SALE Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $ 47,834 $ 325 $ (130) $ 48,029
Obligations of state and political subdivisions 43,500 516 (97) 43,919
Corporate obligations 5,630 9 (226) 5,413
Other securities, including mortgage-backed
securities and equity securities 17,230 1,024 (101) 18,153
--------- -------- -------- ---------
$ 114,194 $ 1,874 $ (554) $ 115,514
========= ========= ======== =========
December 31, 2000
-------------------------------------------------------
HELD TO MATURITY Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
Obligations of state and political subdivisions $ 155 $ 1 $ 0 $ 156
Other securities, including mortgage-backed
securities and equity securities 123 0 (1) 122
------ ------ ------- ------
$ 278 $ 1 $ (1) $ 278
====== ====== ======= ======
Page 11
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
The amortized cost and fair value of securities at September 30, 2001, by
contractual maturity, are shown below. Actual maturities may differ from
contractual maturities because issuers may have the right to call or prepay
obligations. Securities not due at a single maturity date, primarily
mortgage-backed securities and equity securities are shown separately.
AVAILABLE FOR SALE Amortized Cost Fair Value
-------------- ----------
Due in one year or less $ 36,488 $ 36,817
Due after one year through five years 52,150 54,228
Due after five years through ten years 8,580 8,984
Due after ten years 0 0
Mortgage-backed securities 8,327 8,521
Equity securities 6,313 7,066
-------- --------
Total securities available for sale $111,858 $115,616
======== ========
HELD TO MATURITY Amortized Estimated
Cost Fair Value
--------- ----------
Due in one year or less $ 77 $ 78
Due after one year through five years 77 79
Mortgage-backed securities 65 67
---- ----
Total securities held to maturity $219 $224
==== ====
Proceeds from sales of securities, gross realized gains and gross realized
losses were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ----------------------
2001 2000 2001 2000
------ ------ ------ --------
Proceeds $ -- $ -- $ -- $ 11,688
Gross gains -- 10 -- 33
Gross losses -- -- -- (661)
Security gains due to calls
prior to maturity 5 -- 5 4
Page 12
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Securities with a carrying value of approximately $69,312 and $58,088 were
pledged as of September 30, 2001 and December 31, 2000, respectively, to secure
public deposits, other deposits and liabilities as required by law.
(3) Loans
Loans at September 30, 2001 and December 31, 2000 were as follows:
9/30/2001 12/31/2000
--------- ----------
Commercial and Agriculture $ 25,791 $ 26,416
Commercial real estate 65,545 60,546
Real Estate - mortgage 209,128 217,344
Real Estate - construction 9,440 9,684
Consumer 27,439 29,509
Credit card and other 1,825 2,979
Leases 638 590
--------- ---------
Total loans 339,806 347,068
Allowance for loan losses (4,290) (4,107)
Deferred loan fees (852) (957)
Unearned interest (14) (22)
--------- ---------
Net loans $ 334,650 $ 341,982
========= =========
Page 13
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
(4) Allowance for Loan Losses
A summary of the activity in the allowance for loan losses was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2001 2000 2001 2000
------- ------- ------- -------
Balance beginning of period $ 4,353 $ 4,287 $ 4,107 $ 4,274
Loans charged-off (324) (294) (792) (645)
Recoveries 126 54 319 203
Provision for loan losses 135 284 656 499
------- ------- ------- -------
Balance June 30, $ 4,290 $ 4,331 $ 4,290 $ 4,331
======= ======= ======= =======
Information regarding impaired loans was as follows for the three and nine
months ended September 30.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2001 2000 2001 2000
------ ------ ------ ------
Average investment in impaired loans $2,863 $4,186 $2,993 $4,082
Interest income recognized on impaired loans
including interest income recognized on cash basis 41 103 142 247
Interest Income recognized on impaired loans
on cash basis 41 103 142 247
Page 14
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Information regarding impaired loans at September 30, 2001 and December 31, 2000
was as follows:
9/30/01 12/31/00
------- --------
Balance impaired loans $1,968 $5,152
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 $1,968 $5,152
====== ======
Portion of allowance for loan losses allocated to
the impaired loan balance $ 296 $1,179
====== ======
Nonperforming loans were as follows.
September 30, December 31,
2001 2000
----------------- ----------------
Loans past due over 90 days still on accrual $1,911 $ 558
Nonaccrual 4,818 1,368
Nonperforming loans would include some loans, which are classified as impaired,
and smaller balance homogeneous loans, such as residential mortgages and
consumer loans, that are collectively evaluated for impairment.
(5) Commitments, Contingencies and Off-Balance Sheet Risk
Some financial instruments, such as loan commitments, credit lines,
letters of credit and overdraft protection are issued to meet customers
financing needs. These are agreements to provide credit or to support the
credit of others, as long as the conditions established in the contract
are met, and usually have expiration dates. Commitments may expire without
being used. Off-balance-sheet risk of credit loss exists up to the face
amount of these instruments, although material losses are not anticipated.
The same credit policies are used to make such commitments as are used for
loans, including obtaining collateral at exercise of commitment.
Page 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
The contractual amount of financial instruments with off-balance-sheet
risk was as follows for September 30, 2001 and December 31, 2000.
Contract Amount
------------------------------------------
September 30, December 31,
2001 2000
------------------ -----------------
Commitment to extend credit:
Lines of credit and construction loans $ 25,248 $ 28,170
Credit cards 3,645 4,564
Letters of credit 398 339
-------- --------
$ 29,291 $ 33,073
======== ========
Commitments to make loans are generally made for a period of one year or
less. Fixed rate loan commitments included above totaled $4,213 at
September 30, 2001 and had interest rates ranging from 4.00% to 12.50%
with maturities extended up to 30 years. Fixed rate loan commitments
included above totaled $6,064 at December 31, 2000 with interest rates
ranging from 5.00% to 12.50% with maturities extended up to 30 years.
The Banks are required to maintain certain reserve balances on hand in
accordance with the Federal Reserve Board requirements. The average
reserve balance maintained in accordance with such requirements for the
periods ended September 30, 2001 and December 31, 2000 approximated $4,843
and $4,148.
Effective November 2, 2001, the Corporation agreed to acquire Independent
Community Banc Corp ("Independent"). The transaction will be accounted for
as a purchase. The Corporation will issue approximately 1 million shares
of common stock to the shareholders of Independent based upon an exchange
ratio of 1.7 shares of the Corporation for each outstanding share of
Independent common stock. Independent has total assets of approximately
$140 million. The acquisition is expected to close early in the second
quarter of 2002.
Page 16
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Introduction
The following discussion focuses on the consolidated financial condition
of First Citizens Banc Corp at September 30, 2001, compared to December
31, 2000 and the consolidated results of operations for the three-month
and nine-month periods ending September 30, 2001 compared to the same
periods in 2000. This discussion should be read in conjunction with the
consolidated financial statements and footnotes included in this Form
10-Q.
The registrant is not aware of any trends, events or uncertainties that
will have, or are reasonably likely to have, a material effect on the
liquidity, capital resources, or operations except as discussed herein.
Also, the registrant is not aware of any current recommendation by
regulatory authorities, which would have a material effect if implemented.
When used in this Form 10-Q or future filings by the Corporation with the
Securities and Exchange Commission, in press releases or other public or
shareholder communications, or in oral statements made with the approval
of an authorized executive officer, the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project," "believe," or similar expressions are intended to identify
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Corporation wishes to caution readers
not to place undue reliance on any such forward-looking statements, which
speak only as of the date made, and to advise readers that various
factors, including regional and national economic conditions, changes in
levels of market interest rates, credit risks of lending activities and
competitive and regulatory factors, could effect the Corporation's
financial performance and could cause the Corporation's actual results for
future periods to differ materially from those anticipated or projected.
The Corporation does not undertake, and specifically disclaims, any
obligation to publicly release the result of any revisions, which may be
made to any forward-looking statements to reflect occurrence of
anticipated or unanticipated events or circumstances after the date of
such statements.
See Exhibit 99, which is incorporated herein by reference.
Financial Condition
Total assets of the Corporation at September 30, 2001 totaled $504,185
compared to $489,259 at December 31, 2000. This was a increase of $14,925
or 3.1 percent. Within the structure of the assets, net loans have
decreased $7,332, or 2.1 percent since December 31, 2000, primarily in the
area of residential real estate loans. The Corporation has shifted its
focus from seeking residential real estate loans to seeking commercial
loan products. This shift in focus will help improve the yield on the
Corporation's loan portfolio, as well as reduce the interest rate risk on
the loan portfolio. Mr. Money was formed in 2000 to service the needs of B
and C credit customers for
Page 17
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
consumer and real estate financing that the Banks would not normally
provide, and at a rate commensurate with the risk. Mr. Money had loans
outstanding of $16,578 at September 30, 2001 compared to $12,143 at
December 31, 2000. Loans held for sale increased $685, or 120.00 percent
from December 31, 2000. The balance in loans held for sale is a function
of the demand for fixed rate mortgages. As rates fell in the first nine
months of 2001, the demand for fixed rate mortgages increased. In May of
2001, Farmers State Bank sold $2,613 in fixed rate loans. Farmers State
Bank sold the loans in its portfolio to decrease interest rate risk
inherent with fixed rate long-term mortgages. In September of 2001, The
Citizens Banking Company also sold $4,952 in fixed rate loans. Citizens
Banking Company sold the loans for the same reason stated above. At
September 30, 2001, the net loan to deposit ratio was 80.0 percent
compared to 87.2 percent at December 31, 2000.
At September 30, 2001, $115,616 or 99.8 percent of the security portfolio
was classified as available for sale. The $219 remainder of the portfolio
was classified as held to maturity. Securities increased $43 from December
31, 2000.
For the nine months of operations in 2001, $656 was placed into the
allowance for loan losses from earnings compared to $499 for the same
period of 2000. The increased provision is due to an increase in net
charge-offs as well as an increase in nonperforming loans. Additionally,
Mr. Money established allowance for loan losses at a higher level than the
banks due to the higher credit risks associated with the loans they
originate. To evaluate the adequacy of the allowance for loan losses to
cover probable losses in the portfolio, management considers specific
reserve allocations for identified portfolio loans, reserves for
delinquencies and historical reserve allocations. The composition and
overall level of the loan portfolio and charge-off activity are also
factors used to determine provisions to the reserve. Charge-offs for the
first nine months of 2001 were $792 compared to $645 for the same period
of 2000. The September 30, 2001 allowance for loan losses as a percent of
total loans was 1.27 percent compared to 1.19 percent at December 31,
2000.
Office premises and equipment have decreased $114 and intangible assets
have decreased $244 since December 31, 2000. The decrease in office
premises and equipment is attributed to new purchases of $603, disposals
of $5 and depreciation of $712. Intangible assets decreased due to
amortization.
Accrued interest and other assets totaled $6,769 at September 30, 2001
compared to $6,038 at December 31, 2000, an increase of $731. This
increase was primarily due to increases in other assets at Citizens of
$249 and an increase of interest receivable at Mr. Money of $177. The
increase in other assets at Citizens was due mainly to an increase in
other real estate owned. Mr. Money interest receivable is largely due to
timing of receipt of interest payments on loans.
Page 18
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Total deposits at September 30, 2001 increased $26,439 from year-end 2000.
Noninterest-bearing deposits, representing demand deposit balances,
increased $332 from year-end 2000. Interest-bearing deposits, including
savings and time deposits, increased $26,106 from year-end 2000. The
majority of the total increase in deposits can be explained by the
following. Both Citizens and Farmers participated in a program called
Bid-Ohio. The program consists of bidding on depository funds from the
State Treasurer of Ohio. The two banks successfully received $10,000 of
bids during the first nine-months of 2001. These funds were used to
decrease the use of fed funds purchased. The two banks also experienced an
$8,000 increase in public fund accounts. These balances can and do
fluctuate daily. Also, savings balances at the three banks increased
$3,000 since December 31, 2000. The year to date 2001 average balance of
savings deposits has decreased $5,099 compared to the average balance of
the same period for 2000. The growth in deposits was used to reduce the
amount of borrowed funds. The current average rate of savings deposits is
2.27 percent compared to 2.36 percent in 2000. The year to date 2001
average balance of time certificates has increased $16,025 compared to the
average balance for the same period for 2000. In conjunction with market
conditions and in order to remain competitive, the banks have offered
special rates on various certificates of deposit. As a result, the banks
have experienced shifting toward the special rate certificates of deposit.
The current average rate on total interest-bearing deposits is 4.66
percent compared to 5.37 percent for the same period for 2000.
Total borrowed funds have decreased $15,085 from December 31, 2000 to
September 30, 2001. Federal funds purchased have decreased $20,000 since
December 31, 2000. The need for federal funds purchased has decreased, due
to increased deposits. However, in the short term, there may still be a
need to supplement traditional funding sources with non-deposit funding.
In addition, the Corporation has notes outstanding with other financial
institutions totaling $14,000 at September 30, 2001. These notes were used
to fund the loan growth at Mr. Money. Federal Home Loan Bank borrowings
have decreased $440 as a result of scheduled pay downs. Securities sold
under agreements to repurchase, which tend to fluctuate, have increased
$350 and U.S. Treasury Tax Demand Notes have increased $1,605.
Shareholders' equity at September 30, 2001 was $51,073, which was 10.1
percent of total assets. Shareholders' equity at December 31, 2000 was
$47,925, which was 9.8 percent of total assets. The increase in
shareholders' equity is made up of earnings of $3,845, less dividends paid
of $2,205 and the purchase of 5,000 treasury shares for $101, and the
increase in the market value of securities available for sale, net of tax,
of $1,609. The Corporation paid cash dividends on February 1, 2001, May 1,
2001, and August 1, 2001, each at a rate of $.18 per share. Total
outstanding shares at September 30, 2000 were 4,082,619.
Page 19
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Results of Operations
Nine Months Ended September 30, 2001 and 2000
Net income for the nine months ended September 30, 2001 was $3,845, or
$.94 per common share compared to $3,805, or $.92 per common share for the
same period in 1999. This was a increase of $40, or 1.0 percent. Some of
the reasons for the changes are explained below.
Total interest income for the first nine months of 2001 increased $1,961,
or 7.8 percent compared to the same period in 2000. The average rate on
earning assets on a tax equivalent basis for the first nine months of 2001
was 7.51 percent and 2000 was 7.50 percent. Total interest expense for the
first nine months of 2001 has increased $832, or 7.3 percent compared to
the same period of 2000. This increase is mainly attributed to an increase
in interest on deposits of $308 and an increase in interest on other
borrowings of $547. Interest on FHLB borrowings is down $23 due to
balances borrowed being lower in 2001. The average rate on
interest-bearing liabilities for the first nine months of 2001 was 4.09
percent compared to 4.06 percent for the same period of 2000. The net
interest margin on a tax equivalent basis was 4.26 percent for the
nine-month period ended September 30, 2001 and 4.08 percent for the same
period ended September 30, 2000.
Noninterest income for the first nine months of 2001 totaled $3,821,
compared to $3,391 for the same period of 2000, an increase of $430, or
12.7 percent. The main reason for the increase was due to gain on sales of
loans which were $289 for the nine months ended September 30, 2001, versus
a loss of $50 in the prior year due to a write down of loans held for sale
to the lower of cost or market. Gain on the sale of loans increased
because falling interest rates increased the demand for fixed rate
mortgages. This increased the volume of loans sold, including Farmers'
sale of $2,613 in fixed rate mortgages and Citizens' sale of $4,952 in
fixed rate mortgages. Net gain on securities for the first nine months of
2001 increased $39 compared to 2000. Additionally, revenue from computer
operations increased $52. SCC provides item processing for 10 financial
institutions in addition to the three subsidiary banks. Other operating
income increased $110. This increase was mainly due to a $64 increase in
revenues by the corporation's appraisal company.
Noninterest expense for the nine months ended September 30, 2001 totaled
$12,689 compared to $11,441 for the same period in 2000. This was an
increase of $1,248, or 10.9 percent. Salaries and benefits increased $672,
or 13.0 percent compared to the first nine months of 2000 as a result of
the Corporation adding employees at the affiliates, primarily related to
the operation of Mr. Money. Computer processing increased by $36 compared
to last year. Also, net occupancy expense increased $67 compared to the
first nine months of 2000. The formation of Mr. Money, the relocating of
and opening of a new Citizens branch attributed to $81 of the increase of
net occupancy expense. SCC experienced a decrease of $13 in net occupancy,
primarily due to moving offices from a leased site to the Citizens'
downtown offices.
Page 20
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Income tax expense for the first nine months of 2001 totaled $1,482
compared to $1,368 for the first nine months of 2000. This was an increase
of $114, or 8.3 percent. The increase in the federal income taxes is a
result of the increase in total income before taxes of $154. The effective
tax rates were comparable for the nine-month periods ended September 30,
2001 and September 30, 2000, at 27.8% and 26.4% respectively.
Three Months Ended September 30, 2001 and 2000
Net income for the three months ended September 30, 2001 was $1,504, or
$.37 per common share compared to $1,236, or $.30 per common share for the
same period in 2000. This was an increase of $268, or 21.7 percent. Some
of the reasons for the changes are explained below. Total interest income
for the third quarter of 2001 increased $174, or 2.0 percent compared to
the same period in 2000. The average rate on earning assets on a tax
equivalent basis for the third quarter of 2001 was 7.26 percent and 7.68
percent for the same period of 2000. Total interest expense for the third
quarter of 2001 decreased $170, or 4.2 percent compared to the same period
of 2000. Interest on deposits decreased $191, primarily due to decreases
in the rates paid on the deposits. The average rate on interest-bearing
liabilities for the third quarter of 2001 was 3.71 percent compared to
4.24 percent for the same period of 2000. The net interest margin on a tax
equivalent basis was 4.34 percent for the three-month period ended
September 30, 2001 and 4.12 percent for the same period ended September
30, 2000.
Noninterest income for the third quarter of 2001 totaled $1,422, compared
to $1,253 for the same period of 2000, an increase of $169. Gain on sale
of loans third quarter of 2001 increased $133 compared to 2000. Gain on
the sale of loans increased because falling interest rates increased the
demand for fixed rate mortgages. Citizens' sale of $4,952 in fixed rate
mortgages occurred during the third quarter of 2001. Gain on the sale of
securities decreased $5 in the third quarter of 2001. Revenue from
computer operations increased $9. Other operating income increased $55.
Service charges on deposit accounts decreased $23 as a result of decreased
customer overdrafts due to the customers' use of products such as
overdraft protection.
Noninterest expense for the three months ended September 30, 2001 totaled
$4,308 compared to $4,023 for the same period in 2000. This was an
increase of $285, or 7.1 percent. Salaries and benefits increased $110, or
6.1 percent compared to the third quarter of 2000 as a result of the
Corporation adding employees at the existing affiliates as well as
employees at the banks receiving commissions on products that they sell.
Other expenses decreased by $9 compared to 2000. Professional fees
increased by $84, or 76.4 percent compared to the same period of 2000, due
to an increase of $72 in legal and audit fees. Net occupancy expense
decreased $5, or 2.3 percent compared to the same period of 2000.
Page 21
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
Income tax expense for the third quarter of 2001 totaled $531 compared to
$422 for the same period of 2000. This was an increase of $109, or 25.8
percent. The effective tax rates for the three-month periods ended
September 30, 2001 and September 30, 2000, were 26.1% and 25.4%
respectively.
Capital Resources
Shareholders' equity totaled $51,073 at September 30, 2001 compared to
$47,925 at December 31, 2000. All of the capital ratios exceed the
regulatory minimum guidelines as identified in the following table:
Corporation Ratios
---------------------- Regulatory
9/30/01 12/31/00 Minimums
------- -------- ----------
Tier I Risk Based Capital 14.3% 14.1% 4.0%
Total Risk Based Capital 15.8% 15.3% 8.0%
Leverage Ratio 9.5% 9.3% 4.0%
The Corporation paid a cash dividend of $.18 per common share each on
February 1, May 1, and August 1, 2001 compared to $.17 per common share
each on February 1, May 1, and August 1, 2000.
Capital expenditures totaled $604 for the first nine months of 2001
compared to $593 for the same period of 2000.
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 $45,261 and the Banks have additional
borrowing availability at the Federal Home Loan Bank of Cincinnati of
$77,231 at September 30, 2001. Finally, 99.8% of the Corporation's
security portfolio has been classified as available for sale, which
provides additional liquidity.
Page 22
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
The Corporation's primary market risk exposure is interest rate risk and,
to a lesser extent, liquidity risk. The Banks do not maintain a trading
account for any class of financial instrument and the Corporation is not
affected by foreign currency exchange rate risk or commodity price risk.
Due to the basis in equities held by Farmers being so much less than the
current fair value at this time, the Corporation is not subject to
significant equity price risk.
Interest rate risk is the risk that the Corporation's financial condition
will be adversely affected due to movements in interest rates. The
Corporation, like other financial institutions, is subject to interest
rate risk to the extent that its interest-earning assets reprice
differently than interest-bearing liabilities. The income of financial
institutions is primarily derived from the excess of interest earned on
interest-earning assets over interest paid on interest-bearing
liabilities. One of the Corporation's principal financial objectives is to
achieve long-term profitability while reducing its exposure to
fluctuations in interest rates. Accordingly, the Corporation places great
importance on monitoring and controlling interest rate risk.
Several techniques may be used by an institution to minimize interest-rate
risk. One approach used by the Corporation is to periodically analyze its
assets and liabilities and make future financing and investment decisions
based on payment streams, interest rates, contractual maturities, and
estimated sensitivity to actual or potential changes in market interest
rates. Such activities fall under the broad definition of asset/liability
management. The Corporation's primary asset/liability management technique
is the measurement of the Corporation's asset/liability gap, that is, the
difference between the cash flow amounts of interest sensitive assets and
liabilities that will be refinanced (or repriced) during a given period.
For example, if the asset amount to be repriced exceeds the corresponding
liability amount for a certain day, month, year, or longer period, the
institution is in an asset sensitive gap position. In this situation, net
interest income would increase if market interest rates rose or decrease
if market interest rates fell. If, alternatively, more liabilities than
assets will reprice, the institution is in a liability sensitive position.
Accordingly, net interest income would decline when rates rose and
increase when rates fell. Also, these examples assume that interest rate
changes for assets and liabilities are of the same magnitude, whereas
actual interest rate changes generally differ in magnitude for assets and
liabilities.
Several ways an institution can manage interest-rate risk include selling
existing assets or repaying certain liabilities; matching repricing
periods for new assets and liabilities, for example, by shortening terms
of new loans or securities; and hedging existing assets, liabilities, or
anticipated transactions. An institution might also invest in more complex
financial instruments intended to hedge or otherwise change interest-rate
risk. Interest rate swaps, futures contracts,
Page 23
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
options on futures, and other such derivative financial instruments often
are used for this purpose. Because these instruments are sensitive to
interest rate changes, they require management expertise to be effective.
Financial institutions are also subject to prepayment risk in falling rate
environments. For example, mortgage loans and other financial assets may
be prepaid by a debtor so that the debtor may refund its obligations at
new, lower rates. The Corporation has not purchased derivative financial
instruments in the past and does not intend to purchase such instruments
in the near future. Prepayments of assets carrying higher rates reduce the
Corporation's interest income and overall asset yields. A large portion of
an institution's liabilities may be short term or due on demand, while
most of its assets may be invested in long term loans or securities.
Accordingly, the Corporation seeks to have in place sources of cash to
meet short-term demands. These funds can be obtained by increasing
deposits, borrowing, or selling assets. Also, FHLB advances and wholesale
borrowings may also be used as important sources of liquidity for the
Corporation.
Management measures the Corporation's interest rate risk by computing
estimated changes in net interest income and the net portfolio value
("NPV") of its cash flows from assets, liabilities and off-balance sheet
items in the event of a range of assumed changes in market interest rates.
The following tables present an analysis of the potential sensitivity of
the Corporation's new present value of its financial instruments to sudden
and sustained changes in the prevailing interest rates.
NET PORTFOLIO VALUE -- SEPTEMBER 30, 2001
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
--------------- -------- -------- --------
+200 bp $ 40,586 $ (9,945) (20)%
+100 bp 45,816 (4,715) (9)%
Base 50,531 -- --
-100 bp 55,391 4,860 10%
-200 bp 59,496 8,965 18%
NET PORTFOLIO VALUE - DECEMBER 31, 2000
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
--------------- -------- -------- --------
+200 bp $ 34,391 $ (7,728) (18)%
+100 bp 37,261 (5,627) (13)%
Base 42,888 -- --
-100 bp 48,549 5,661 13%
-200 bp 53,576 10,668 25%
Page 24
First Citizens Banc Corp
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
The reduction in the relative change in net portfolio value from December 31,
2000 to September 30, 2001, given the assumed immediate change in interest rates
is primarily a result of two factors. First, the reduction in long-term interest
rates during 2001 served to increase the base level of net portfolio value due
to the corresponding increase in the fair value of loans and investments. In
addition, the majority of new loans originated in 2001 have interest rate
adjustment features, which lessens the impact of future rate changes.
Page 25
First Citizens Banc Corp
Other Information
Form 10-Q
- --------------------------------------------------------------------------------
Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. (A) EXHIBIT NO. 99 Safe Harbor under the Private Securities
Litigation Reform Act of 1995
(B) REPORTS ON FORM 8-K - None.
Page 26
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, The
registrant has caused this report to be signed on its behalf the undersigned
thereunto duly authorized.
First Citizens Banc Corp
/s/ David A. Voight November 14, 2001
- ------------------------------------ -----------------
David A. Voight Date
President
/s/ James O. Miller November 14, 2001
- ------------------------------------ -----------------
James O. Miller Date
Executive Vice President
Page 27
First Citizens Banc Corp
Index to Exhibits
Form 10-Q
- --------------------------------------------------------------------------------
Exhibit
Number Description Page Number
- ------- ----------- -----------
99 Safe Harbor Under the Private Incorporated by reference to
Securities Litigation Reform Act Exhibit 99 to Annual Report on
of 1995 Form 10-K for the Year Ended
December 31, 1999 filed by the
registrant on March 24, 2000
Page 28