UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:...................................June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from....................to........................
Commission File Number:.................................................0-25980
FIRST CITIZENS BANC CORP
------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-1558688
---- ---------------------
(State or other jurisdiction of 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 August 12, 2002
5,033,203 common shares
FIRST CITIZENS BANC CORP
Index
PART I. Financial Information
ITEM 1. Financial Statements:
Consolidated Balance Sheets (unaudited)
June 30, 2002 and December 31, 2001..................................3
Consolidated Statements of Income (unaudited)
Three and six months ended June 30, 2002 and 2001....................4
Consolidated Statements of Comprehensive Income (unaudited)
Three and six months ended June 30, 2002 and 2001....................5
Consolidated Statement of Shareholders' Equity (unaudited)
Six months ended June 30, 2002 and 2001..............................6
Condensed Consolidated Statement of Cash Flows (unaudited)
Six months ended June 30, 2002 and 2001..............................7
Notes to Consolidated Financial Statements (unaudited)................8-17
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...........................................18-23
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk................23-24
PART II. Other Information
ITEM 1. Legal Proceedings..........................................................25
ITEM 2. Changes in Securities and Use of Proceeds..................................25
ITEM 3. Defaults upon Senior Securities............................................25
ITEM 4. Submission of Matters to a Vote of Security Holders........................25
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)
June 30, December 31,
Assets 2002 2001
--------- ---------
Cash and due from banks $ 20,446 $ 19,227
Federal Funds Sold 34,545 6,025
Securities available-for-sale 128,914 113,587
Securities held-to-maturity (Estimated Fair Value of $127 at
June 30, 2002, and $143 at December 31, 2001) 124 139
Loans held for sale 353 2,307
Loans, net 422,657 331,347
Office premises and equipment, net 8,310 7,003
Goodwill 15,052 672
Other intangible assets 3,196 871
Accrued interest and other assets 8,453 6,493
--------- ---------
Total assets $ 642,050 $ 487,671
========= =========
Liabilities
Deposits
Noninterest-bearing deposits 60,851 44,612
Interest-bearing deposits 474,923 365,566
--------- ---------
Total deposits 535,774 410,178
Federal Home Loan Bank borrowings 502 811
Securities sold under agreements to repurchase 8,841 10,311
U. S. Treasury interest-bearing demand deposit note payable 1,723 720
Notes payable to other financial institutions 14,000 14,000
Obligated mandatory redeemable capital securities 5,155 --
Accrued interest, taxes and other expenses 3,830 2,924
--------- ---------
Total liabilities 569,825 438,944
Shareholders' Equity
Common stock, no par value; 10,000,000 shares authorized,
5,326,441 shares issued at June 30, 2002 and
4,263,401 shares issued at December 31, 2001 47,370 23,258
Retained earnings 30,107 28,844
Treasury stock, 293,238 shares at cost at June 30, 2002,
180,782 shares at cost at December 31, 2001 (7,241) (4,919)
Accumulated other comprehensive income 1,989 1,544
--------- ---------
Total shareholders' equity 72,225 48,727
--------- ---------
Total liabilities and shareholders' equity $ 642,050 $ 487,671
========= =========
See notes to interim consolidated financial statements Page 3
FIRST CITIZENS BANC CORP
Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)
Three months ended Six months ended
June 30, June 30,
--------------------------- --------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
INTEREST INCOME:
Loans, including fees $ 7,940 $ 7,399 $ 14,197 $ 14,903
Taxable securities 1,024 1,094 2,020 2,252
Nontaxable securities 404 441 788 888
Federal funds sold 134 117 201 161
Other 4 3 10 13
---------- ---------- ---------- ----------
Total interest income 9,506 9,054 17,216 18,217
INTEREST EXPENSE:
Deposits 2,977 3,677 5,569 7,369
FHLB Borrowings 8 17 19 36
Other 249 430 420 1,017
---------- ---------- ---------- ----------
Total interest expense 3,234 4,124 6,008 8,422
---------- ---------- ---------- ----------
NET INTEREST INCOME 6,272 4,930 11,208 9,795
PROVISION FOR LOAN LOSSES 181 225 386 521
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,091 4,705 10,822 9,274
NONINTEREST INCOME:
Computer center data processing fees 288 303 606 606
Service charges 718 413 1,324 813
Net gain (loss) on sale of securities 2 -- 2 --
Net gain (loss) on sale of loans 56 89 99 141
Other 635 420 1,076 839
---------- ---------- ---------- ----------
Total noninterest income 1,699 1,225 3,107 2,399
NONINTEREST EXPENSE:
Salaries, wages and benefits 2,428 1,970 4,428 3,918
Net occupancy expense 288 232 506 469
Equipment expense 329 270 603 522
Data processing expense 221 185 414 368
State franchise tax 193 181 316 363
Professional services 196 220 379 362
Other operating expenses 1,548 1,221 2,728 2,379
---------- ---------- ---------- ----------
Total noninterest expense 5,203 4,279 9,374 8,381
---------- ---------- ---------- ----------
Income before taxes 2,587 1,651 4,555 3,292
Income tax expense 686 491 1,235 951
---------- ---------- ---------- ----------
Net Income $ 1,901 $ 1,160 $ 3,320 $ 2,341
========== ========== ========== ==========
Earnings per share $ 0.37 $ 0.28 $ 0.72 $ 0.57
Dividends declared per share $ 0.25 $ 0.18 $ 0.44 $ 0.36
Wtd. avg. shares during the period 5,089,293 4,082,619 4,586,306 4,083,144
See notes to interim consolidated financial statements Page 4
FIRST CITIZENS BANC CORP
Consolidated Comprehensive Income Statements (Unaudited)
(In thousands)
Three months ended Six months ended
June 30, June 30,
2002 2001 2002 2001
------- ------- ------- -------
Net income $ 1,901 $ 1,160 $ 3,320 $ 2,341
Other Comprehensive Income (Loss):
Unrealized holding gains and (losses) on
available for sale securities 1,150 252 677 1,740
Reclassification adjustment for (gains)
and losses later recognized in income (2) -- (2) --
------- ------- ------- -------
Net unrealized gains and (losses) 1,148 252 675 1,740
Tax effect (391) (85) (230) (591)
------- ------- ------- -------
Total other comprehensive income (loss) 757 167 445 1,149
------- ------- ------- -------
Comprehensive income $ 2,658 $ 1,327 $ 3,765 $ 3,490
======= ======= ======= =======
See notes to interim consolidated financial statements Page 5
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
(In thousands, except share data)
Accumulated
Common Stock Other Total
Outstanding Retained Treasury Comprehensive Shareholders'
Shares Amount Earnings Stock Income/(Loss) Equity
---------- ---------- ---------- ---------- ---------- ----------
Balance, January 1, 2001 4,087,619 $ 23,258 $ 28,614 $ (4,818) $ 871 $ 47,925
Net income -- -- 2,341 -- -- 2,341
Change in unrealized gain (loss) on
securities available for sale, net
of reclassifications and tax effects -- -- -- -- 1,149 1,149
Purchase of treasury stock, at cost (5,000) -- -- (101) -- (101)
Cash dividends ($.36 per share) -- -- (1,470) -- -- (1,470)
---------- ---------- ---------- ---------- ---------- ----------
Balance, June 30, 2001 4,082,619 23,258 29,485 (4,919) 2,020 49,844
========== ========== ========== ========== ========== ==========
Balance, January 1, 2002 4,082,619 $ 23,258 $ 28,844 $ (4,919) $ 1,544 $ 48,727
Net income -- -- 3,320 -- -- 3,320
Change in unrealized gain (loss) on
securities available for sale, net
of reclassifications and tax effects -- -- -- -- 445 445
Issuance of common shares for merger,
net of issuance costs 1,063,040 24,112 -- -- -- 24,112
Purchase of treasury stock, at cost (112,456) -- -- (2,322) -- (2,322)
Cash dividends ($.44 per share) -- -- (2,057) -- -- (2,057)
---------- ---------- ---------- ---------- ---------- ----------
Balance, June 30, 2002 5,033,203 47,370 30,107 (7,241) 1,989 72,225
========== ========== ========== ========== ========== ==========
See notes to interim consolidated financial statements Page 6
FIRST CITIZENS BANC CORP
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
Six months ended June 30,
---------------------
2002 2001
-------- --------
Net cash from operating activities $ 217 $ 1,738
Cash flows from investing activities
Maturities of deposits held in other institutions -- 51
Maturities and calls of securities, held-to-maturity 15 47
Maturities and calls of securities, available-for-sale 32,764 9,425
Purchases of securities, available-for-sale (31,873) (4,358)
Proceeds from sale of securities, available-for-sale 4 --
Loans made to customers, net of principal collected 6,324 (3,134)
Change in federal funds sold (24,020) (4,880)
Proceeds from sale of property and equipment 1 4
Purchases of office premises and equipment (291) (380)
-------- --------
Net cash from investing activities (17,076) (3,225)
Cash flows from financing activities
Net cash received in acquisition 3,083 --
Repayment of FHLB borrowings (308) (292)
Net change in deposits 11,195 21,365
Change in securities sold under agreements to repurchase (1,785) (2,581)
Change in U. S. Treasury interest-bearing demand note payable 1,003 827
Change in notes payable -- 3,400
Change in federal funds purchased -- (20,000)
Change in long-term debt 5,155 --
Purchases of treasury stock (2,322) (101)
Cash dividends paid 2,057 (1,470)
-------- --------
Net cash from financing activities 18,078 1,148
-------- --------
Net change in cash and due from banks 1,219 (339)
Cash and due from banks at beginning of period 19,227 15,735
-------- --------
Cash and due from banks at end of period $ 20,446 $ 15,396
======== ========
Cash paid during the period for:
Interest $ 5,870 $ 7,817
Income taxes $ 1,148 $ 960
Supplemental noncash disclosures
Acquisition of ICBC through issuance of common stock $ 24,450 --
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 June 30,
2002 and its results of operations and changes in cash flows for the
periods ended June 30, 2002 and 2001 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 accounting principles generally accepted in the
United States of America have been omitted. The results of operations
for the period ended June 30, 2002 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 2001 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, 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 2002, SCC
provided item processing for 9 financial institutions in addition to
the three subsidiary banks. Through June 30, 2002, SCC accounted for
approximately 3.0% of the Corporation's total consolidated 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 consolidated 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 accounted for 4.7% of total Corporation revenues. 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 was formed to allow the Corporation to
participate in commission revenue generated through its third party
insurance agreement.
Page 8
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
Insurance commission revenue is less than 1.0% of total revenue for the
period ended June 30, 2002.
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 2001 financial statements have been reclassified
to correspond with the 2002 presentation.
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 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 was required to adopt
this Statement on January 1, 2002. Prior to the adoption of SFAS No.
142, the Corporation's annual amortization of goodwill was $201.
The previously reported net income adjusted to eliminate prior period
goodwill is as follows:
Three Months Six Months
ended ended
June 30, 2001 June 30, 2001
-------------- -------------
Reported net income $1,160 $2,341
Add back: goodwill amortization 51 101
------ ------
Adjusted net income $1,211 $2,442
====== ======
Basic and diluted earnings per share as adjusted $ 0.30 $ 0.60
====== ======
In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting
for the Impairment or Disposal
Page 9
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
of Long-Lived Assets," which amends SFAS No. 121 by addressing business
segments accounted for as a discontinued operation under Accounting
Principles Board Opinion No. 30. This Statement was effective beginning
after January 1, 2002. The effect of this Statement on the financial
position and results of operations of the Corporation was not material.
(2) Securities
Securities at June 30, 2002 and December 31, 2001 were as follows:
June 30, 2002
Gross Gross
Amortized Unrealized Unrealized
AVAILABLE FOR SALE Cost Gains Losses Fair Value
--------- --------- --------- ---------
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 65,070 $ 1,238 $ (1) $ 66,307
Obligations of state and political subdivisions 41,122 1,494 (22) 42,594
Corporate obligations 2,445 56 -- 2,501
Other securities, including mortgage-backed
securities and equity securities 17,263 253 (4) 17,512
--------- --------- --------- ---------
$ 125,900 $ 3,041 $ (27) $ 128,914
========= ========= ========= =========
June 30, 2002
Gross Gross
HELD TO MATURITY Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---- ---- ---- ----
Obligations of state and political subdivisions $ 77 $ 1 $-- $ 78
Other securities, including mortgage-backed
securities 47 2 -- 49
---- ---- ---- ----
$124 $ 3 $-- $127
==== ==== ==== ====
Page 10
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
December 31, 2001
Gross Gross
Amortized Unrealized Unrealized
AVAILABLE FOR SALE Cost Gains Losses Fair Value
--------- --------- --------- ---------
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 54,106 $ 1,263 $ (7) $ 55,362
Obligations of state and political subdivisions 37,627 931 (7) 38,551
Corporate obligations 4,567 59 (8) 4,618
Other securities, including mortgage-backed
securities and equity securities 14,948 122 (14) 15,056
--------- --------- --------- ---------
$ 111,248 $ 2,375 $ (36) $ 113,587
========= ========= ========= =========
December 31, 2001
Gross Gross
HELD TO MATURITY Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ---- ---- ----
Obligations of state and political subdivisions $ 78 $ 2 $-- $ 80
Other securities, including mortgage-backed
securities 61 2 -- 63
---- ---- --- ----
$139 $ 4 $-- $143
==== ==== === ====
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 June 30, 2002, 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 $ 45,256 $ 45,840
Due after one year through five years 54,933 56,786
Due after five years through ten years 7,009 7,352
Due after ten years 1,439 1,424
Mortgage-backed securities 10,600 10,801
Equity securities 6,663 6,711
-------- --------
Total securities available for sale $125,900 $128,914
======== ========
Estimated
HELD TO MATURITY Amortized Cost Fair Value
--------------- -------------
Due in one year or less $ 77 $ 78
Mortgage-backed securities 47 49
---- ----
Total securities held to maturity $124 $127
==== ====
Proceeds from sales of securities, gross realized gains and gross realized
losses were as follows:
Three Months E$nded Six Months Ended
June 30, June 30,
---------------- ----------------
2002 2003 2002 2001
---- ---- ---- ----
Proceeds $-- $-- $4 $--
Gross gains -- -- -- --
Security gains due to calls -- -- -- --
prior to maturity 2 -- 2 --
Securities with a carrying value of approximately $82,354 and $71,106
were pledged as of June 30, 2002 and December 31, 2001, respectively,
to secure public deposits, other deposits and liabilities as required
by law.
Page 12
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
(3) Loans
Loans at June 30, 2002 and December 31, 2001 were as follows:
6/30/2002 12/31/2001
--------- ----------
Commercial and Agriculture $ 47,339 $ 26,708
Commercial real estate 98,993 70,616
Real Estate - mortgage 233,998 204,496
Real Estate - construction 9,925 9,402
Consumer 34,994 23,100
Credit card and other 2,927 2,315
Leases 1,361 435
--------- ---------
Total loans 429,537 337,072
Allowance for loan losses (6,359) (4,865)
Deferred loan fees (512) (848)
Unearned interest (9) (12)
--------- ---------
Net loans $ 422,657 $ 331,347
========= =========
(4) Allowance for Loan Losses
A summary of the activity in the allowance for loan losses was as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2002 2001 2002 2001
------- ------- ------- -------
Balance beginning of period $ 4,887 $ 4,319 $ 4,865 $ 4,107
Acquisitions 1,426 -- 1,426 --
Loans charged-off (215) (305) (513) (468)
Recoveries 80 114 195 193
Provision for loan losses 181 225 386 521
------- ------- ------- -------
Balance June 30, $ 6,359 $ 4,353 $ 6,359 $ 4,353
======= ======= ======= =======
Page 13
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
Information regarding impaired loans was as follows for the three and
six months ended June 30.
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------- ---------------------------
2002 2001 2002 2001
----------- ------------ ------------ -----------
Average investment in impaired loans $6,150 $2,410 $ 4,631 $3,335
Interest income recognized on impaired
loans including interest income
recognized on cash basis 97 79 151 101
Interest income recognized on impaired
loans on cash basis 97 79 151 101
Information regarding impaired loans at June 30, 2002 and December 31,
2001 was as follows:
6/30/02 12/31/01
------- ------
Balance impaired loans $6,718 $1,592
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 $6,718 $1,592
====== ======
Portion of allowance for loan losses allocated to
the impaired loan balance $1,602 $ 544
====== ======
Nonperforming loans were as follows.
6/30/02 12/31/01
------ ------
Loans past due over 90 days still on accrual $2,141 $2,818
Nonaccrual $4,440 $2,413
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.
Page 14
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
(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.
The contractual amount of financial instruments with off-balance-sheet
risk was as follows for June 30, 2002 and December 31, 2001.
Contract Amount
---------------
6/30/2002 12/31/2001
------- -------
Commitment to extend credit:
Lines of credit and construction loans $51,077 $36,828
Credit cards 5,530 7,005
Letters of credit 1,164 888
------- -------
$57,771 $44,721
======= =======
Commitments to make loans are generally made for a period of one year
or less. Fixed rate loan commitments included above totaled $6,570 at
June 30, 2002 and had interest rates ranging from 4.75% to 10.50% with
maturities extended up to 30 years. Fixed rate loan commitments
included above totaled $7,277 at December 31, 2001 with interest rates
ranging from 4.75% to 10.00% with maturities extended up to 30 years.
The Banks are required to maintain certain reserve balances on hand in
accordance with the Federal Reserve Board requirements. The average
reserve balance maintained in accordance with such requirements for the
periods ended June 30, 2002 and December 31, 2001 approximated $5,908
and $4,670.
(6) Obligated Mandatorily Redeemable Capital Securities
In March 2002, FCBC issued $5,000 of 5.59% floating rate obligated
mandatorily redeemable capital securities through a special purpose
subsidiary as part of a pooled transaction. The Corporation's obligated
mandatorily redeemable capital securities may be redeemed by the
Corporation, in whole but not in part, prior to March 26, 2007 and
subject to the occurrence and continuation of a special event, at a
redemption price of 107.50% of the face value of the
Page 15
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
capital securities. On or after March 26, 2007, the capital securities
may be redeemed at face value. The Corporation's mandatorily redeemable
capital securities are considered Tier I capital for regulatory
reporting purposes.
(7) Merger
On April 1, 2002, the Corporation completed the merger of Independent
Community Banc Corp. ("ICBC") which was announced November 1, 2001.
ICBC merged with and into the Corporation and ICBC's subsidiary, The
Citizens National Bank of Norwalk, was merged with and into Citizens.
The Corporation issued 1,063,040 shares of common stock valued at
approximately $24,450 less stock issuance costs of $338. Total assets
of ICBC prior to the merger were $127,713, including $97,623 in loans
and $111,968 in deposits. The transaction was recorded as a purchase
and, accordingly, the operating results of ICBC have been included in
the Corporation's consolidated financial statements since the date of
the merger. The aggregate of the purchase price over the fair value of
the net assets acquired of approximately $13,495 is being evaluated for
impairment on an annual basis.
The following summarizes pro forma financial information for the three
and six months ended June 30, 2002 and 2001, assuming the ICBC Merger
occurred as of January 2001.
Three months ended Six months ended
June 30, June 30,
------------------ --------------------
2002 2001 2002 2001
Net interest income after provision
for loan losses $ 6,091 $ 5,916 $12,112 $11,703
Net income 1,901 1,488 3,588 3,007
Basic and diluted earnings per share 0.37 0.29 0.64 0.59
These amounts include ICBC's actual results in 2001 and for the first
three months of 2002 prior to the merger and actual results for the
three months in 2002 after the merger. The pro forma results do not
necessarily represent results which would have occurred if the merger
had taken place on the basis assumed above, nor are they indicative of
the results of future combined operations.
Page 16
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
(8) Stock Option Plan
The Corporation's shareholders approved a stock option plan on April
18, 2000. A total of 225,000 common shares are available for grant
under the plan. The number of shares may be adjusted by the Board in
the event of an increase or decrease in the number of common shares
outstanding resulting from dividend payments, stock splits,
recapitalization, merger, share exchange acquisition, combination or
reclassification.
The Corporation granted 30,700 options to senior management of the
Corporation on July 2, 2002. The options vest in three years from the
date of grant. Each option entitles the holder to purchase a share of
common stock at the price of $20.50 per share and will expire ten years
from the date of issuance.
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)
- ------------------------------------------------------------------------------
INTRODUCTION
The following discussion focuses on the consolidated financial
condition of First Citizens Banc Corp at June 30, 2002, compared to
December 31, 2001 and the consolidated results of operations for the
three month and six month periods ending June 30, 2002 compared to the
same periods in 2001. This discussion should be read in conjunction
with the consolidated financial statements and footnotes included in
this Form 10-Q.
The registrant is not aware of any trends, events or uncertainties that
will have, or are reasonably likely to have, a material effect on the
liquidity, capital resources, or operations except as discussed herein.
Also, the registrant is not aware of any current recommendation by
regulatory authorities, which would have a material effect if
implemented.
When used in this Form 10-Q or future filings by the Corporation with
the Securities and Exchange Commission, in press releases or other
public or shareholder communications, or in oral statements made with
the approval of an authorized executive officer, the words or phrases
"will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," "believe," or similar expressions
are intended to identify "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The
Corporation wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date
made, and to advise readers that various factors, including regional
and national economic conditions, changes in levels of market interest
rates, credit risks of lending activities and competitive and
regulatory factors, could effect the Corporation's financial
performance and could cause the Corporation's actual results for future
periods to differ materially from those anticipated or projected. The
Corporation does not undertake, and specifically disclaims, any
obligation to publicly release the result of any revisions, which may
be made to any forward-looking statements to reflect occurrence of
anticipated or unanticipated events or circumstances after the date of
such statements.
See Exhibit 99, which is incorporated herein by reference.
FINANCIAL CONDITION
Total assets of the Corporation at June 30, 2002 totaled $642,050
compared to $487,671 at December 31, 2001. This was an increase of
$154,379, or 31.7 percent. The increase is primarily the result of the
acquisition of Independent Community Banc Corp. ("ICBC") on April 1,
2002. ICBC had assets of $127,713 at March 31, 2002. Within the
structure of the assets, net loans have increased $91,310, or 27.6
percent since December 31, 2001. This includes ICBC's loan balance of
$97,623. The commercial real estate portfolio increased by $28,377,
while residential real estate loans increased by $29,502, commercial
and agriculture loans increased by $20,631 and consumer loans increased
by $11,894. ICBC's balances for these items were $24,734 in commercial,
$36,658 in residential real estate, $18,911 in
Page 18
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
commercial and agriculture and $15,811 in consumer loans. The
Corporation's focus continues to be toward commercial loans and away
from residential real estate and consumer loans. In the current down
rate environment, the greatest demand for residential real estate loans
has been for a fixed rate loan. Rather than add these loans to the
portfolio, the Corporation has generally sold these loans on the
secondary market. This has allowed for additional funding to be used
for commercial lending. In the current rate environment, there has been
pressure on the margin, but management believes the loan portfolio is
being positioned for the future. Mr. Money was formed to service the
needs of B and C credit customers for 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 $14,707
at June 30, 2002. Loans held-for-sale decreased $1,954, or 84.7 percent
from December 31, 2001. At June 30, 2002, the net loan to deposit ratio
was 79.0 percent compared to 80.8 percent at December 31, 2001.
For the six months of operations in 2002, $386 was placed into the
allowance for loan losses from earnings compared to $521 for the same
period of 2001. Impaired loans have increased, which include those
acquired in ICBC's portfolio. ICBC already had specific reserves in
place for its impaired loans; therefore, management felt the reserve
was adequate with no additional provision for these loans. 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. Net charge-offs for the first six months of
2002 were $318, and not substantially different compared to $275 for
the same period of 2001. The June 30, 2002 allowance for loan losses as
a percent of total loans was 1.48 percent compared to 1.45 percent at
December 31, 2001.
At June 30, 2002, $128,914, or 99.9 percent of the security portfolio
was classified as available for sale. The $124 remainder of the
portfolio was classified as held to maturity. Securities increased
$15,312 from December 31, 2001 and were totally related to the ICBC
acquisition. The balance of the ICBC investment portfolio at March 31,
2002 was $15,412.
Office premises and equipment have increased $1,307 and intangible
assets have increased $16,705 since December 31, 2001. The increase in
office premises and equipment is attributed to new purchases of $291
and depreciation of $493, along with the addition of ICBC's fixed
assets of $1,510. The intangibles increased as a result of the purchase
accounting entries for goodwill and core deposit intangible related to
the merger.
Accrued interest and other assets totaled $8,453 at June 30, 2002
compared to $6,493 at December 31, 2001, an increase of $1,960. This
increase was due to increases in deferred tax assets of $465, an
increase in receivables of $535, and an increase in accrued interest of
$674.
Total deposits at June 30, 2002 increased $125,596 from year-end 2001.
Noninterest-bearing deposits, representing demand deposit balances,
increased $16,239 from year-end 2001,
Page 19
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
including $15,869 of ICBC balances. Interest-bearing deposits,
including savings and time deposits, increased $109,357 from year-end
2001, including $97,551 of ICBC balances. The year to date 2002 average
balance of savings deposits has increased $23,069 compared to the
average balance of the same period for 2001. The current average rate
of these deposits is 1.74 percent compared to 2.34 percent in 2001. The
year to date 2002 average balance of time certificates has increased
$9,163 compared to the average balance for the same period for 2001.
Under current market conditions, with the demand for loans being slow
and an increase in fed funds sold, the banks have been less aggressive
in their efforts to attract deposits.
Total borrowed funds have increased $4,379 from December 31, 2001 to
June 30, 2002. The Corporation has notes outstanding with other
financial institutions totaling $14,000 at June 30, 2002. These notes
were primarily used to fund the loan growth at Mr. Money. Additionally,
the Corporation has $5,000 in long-term borrowings due to the issuance
of an obligated mandatorily redeemable capital security. This borrowing
is a 30-year issuance. Federal Home Loan Bank borrowings have decreased
$309 as a result of scheduled pay downs. Securities sold under
agreements to repurchase, which tend to fluctuate, have decreased
$1,470 and U.S. Treasury Tax Demand Notes have increased $1,003.
Shareholders' equity at June 30, 2002 was $72,225, or 11.3 percent of
total assets, compared to $48,727 at December 31, 2001, or 10.0 percent
of total assets. The change in shareholders' equity is made up of
earnings of $3,320, less dividends paid of $2,057, less the purchase of
112,456 treasury shares for $2,322 and the increase in the market value
of securities available for sale, net of tax, of $445. The merger with
ICBC also resulted in an increase to capital of $24,112. The
Corporation paid a cash dividend on February 1, 2002 at a rate of $.19
per share and on May 1, 2002 at a rate of $.25 per share. Total
outstanding shares at June 30, 2002 were 5,033,203.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2002 and 2001
Net income for the six months ended June 30, 2002 was $3,320, or $.72
per common share compared to $2,341, or $.57 per common share for the
same period in 2001. This was an increase of $979, or 41.8 percent.
Some of the reasons for the changes are explained below.
Total interest income for the first six months of 2002 decreased
$1,001, or 5.5 percent compared to the same period in 2001. The average
rate on earning assets on a tax equivalent basis for the first six
months of 2002 was 6.46 percent and 7.67 percent for the first six
months of 2001. The decrease in yield is a reflection of the rate
environment we are currently experiencing. Total interest expense for
the first six months of 2002 has decreased $2,414, or 28.7 percent
compared to the same period of 2001. This decrease can also be
attributed to the
Page 20
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
rate environment we are currently experiencing. Specifically, interest
on deposits is down $1,800, interest on other borrowings is down $598
and interest on FHLB borrowings is down $17. The average rate on
interest-bearing liabilities for the first six months of 2002 was 2.70
percent compared to 4.28 percent for the same period of 2001. The net
interest margin on a tax equivalent basis was 4.38 percent for the
six-month period ended June 30, 2002 and 4.21 percent for the same
period ended June 30, 2001.
Noninterest income for the first six months of 2002 totaled $3,107,
compared to $2,399 for the same period of 2001, an increase of $708.
The majority of the increase resulted from the acquisition of ICBC. In
December 2001, the banks created a new deposit product called Check
Protect, which generated $245 of additional fee income. Other operating
income increased $237. The Corporation's appraisal company increased
revenues by $15.
Noninterest expense for the six months ended June 30, 2002 totaled
$9,374 compared to $8,381 for the same period in 2001. This was an
increase of $993, or 11.8 percent. Salaries and benefits increased
$510, or 13.0 percent compared to the first six months of 2001.
Occupancy expense increased $37, equipment expense increased $81,
computer processing expense increased by $46 and professional fees
increased $17 compared to last year. All of these changes are largely
attributed to the acquisition of ICBC.
Income tax expense for the first six months of 2002 totaled $1,235
compared to $951 for the first six months of 2001. This was an increase
of $284, or 29.9 percent. The increase in federal income taxes is a
result of increased income before taxes. The effective tax rates for
the six-month periods ended June 30, 2002 and June 30, 2001, were 27.1%
and 28.9% respectively.
Three Months Ended June 30, 2002 and 2001
Net income for the three months ended June 30, 2002 was $1,901 or $.37
per common share compared to $1,160, or $.28 per common share for the
same period in 2001. This was an increase of $741, or 63.9 percent.
Some of the reasons for the changes are explained below.
Total interest income for the second quarter of 2002 increased $452, or
5.0 percent compared to the same period in 2001. Interest on fees and
loans increased $541, or 7.3 percent compared to the same period in
2001. This increase is mainly due to increased loan volume associated
with the acquisition of ICBC. The average rate on earning assets on a
tax equivalent basis for the second quarter of 2002 was 6.40 percent
and 7.58 percent for the same period of 2001. The increase in volume
more than offset the decrease in yield. Total interest expense for the
second quarter of 2002 decreased $890, or 21.6 percent compared to the
same period of 2001. The average rate on interest-bearing liabilities
for the second quarter of 2002 was 2.58 percent compared to 4.14
percent for the same period of 2001. The 156 basis point decrease in
average rate offset any increase in interest expense related to
additional volume from the ICBC purchase. The net interest margin on a
tax equivalent
Page 21
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
basis was 4.42 percent for the three-month period ended June 30, 2002
and 4.24 percent for the same period ended June 30, 2001.
Noninterest income for the second quarter of 2002 totaled $1,699,
compared to $1,225 for the same period of 2001, an increase of $474. In
December 2001, the banks created a new deposit product called Check
Protect, which generated $117 of additional fee income for the quarter.
Other service charges increased $188 compared to the second quarter
2001, with the majority of the increases resulting from the acquisition
of ICBC. Other operating income increased $215, including $61 in Trust
income and $43 in gain on wholesale mortgages.
Noninterest expense for the quarter ended June 30, 2002 totaled $5,203
compared to $4,279 for the same period in 2001. This was an increase of
$924, or 21.6 percent. Salaries and benefits increased $458, or 23.2
percent compared to the first quarter of 2001. Occupancy expense
increased $56, equipment expense increased $59, and computer processing
expense increased by $36 compared to the second quarter last year. All
of these changes are largely attributed to the acquisition of ICBC.
Income tax expense for the second quarter totaled $686 compared to $491
for the same period in 2001. This was an increase of $195, or 39.7
percent. The increase in federal income taxes is a result of increased
income before taxes. The effective tax rates for the three-month
periods ended June 30, 2002 and June 30, 2001, were 26.5% and 29.7%,
respectively.
CAPITAL RESOURCES
Shareholders' equity totaled $72,225, at June 30, 2002 compared to
$48,727 at December 31, 2001. All of the capital ratios exceed the
regulatory minimum guidelines as identified in the following table:
To Be Well
Capitalized
Under Prompt
For Capital Corrective
Corporation Ratios Adequacy Action
6/30/02 12/31/01 Purposes Provisions
---------------- ---------------- ------------------- ------------------
Tier I Risk Based Capital 12.8% 14.7% 4.0% 6.0%
Total Risk Based Capital 15.3% 16.0% 8.0% 10.0%
Leverage Ratio 8.4% 9.1% 4.0% 5.0%
The Corporation paid a cash dividend of $.19 per common share on
February 1, 2002 and $.25 per common share on May 1, 2002 compared to
$.18 per common share each on February 1, 2001 and May 1, 2001.
Page 22
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
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 $47,241 and the Banks have
additional borrowing availability at the Federal Home Loan Bank of
Cincinnati of $71,752 at June 30, 2002. Finally, 99.9% of the
Corporation's security portfolio has been classified as available for
sale, which provides additional liquidity.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation's primary market risk exposure is interest rate risk
and, to a lesser extent, liquidity risk. The Banks do not maintain a
trading account for any class of financial instrument and the
Corporation is not affected by foreign currency exchange rate risk or
commodity price risk.
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.
There are several methods employed by the Corporation to monitor and
control interest rate risk. One such method is using gap analysis. The
gap is defined as the repricing variance between rate sensitive assets
and rate sensitive liabilities within certain periods. The repricing
can occur due to changes in rates on variable products as well as
maturities of interest-earning assets and interest-bearing liabilities.
A high ratio of interest sensitive liabilities, generally referred to
as a negative gap, tends to benefit net interest income during periods
of falling rates as the average rate on interest-bearing liabilities
falls faster than the average rate earned on interest-earning assets.
The opposite holds true during periods of rising rates. The Corporation
attempts to minimize the interest rate risk through management of the
gap in order to achieve consistent shareholder return. The
Corporation's Assets and Liability Management Policy is to maintain a
laddered gap position. One strategy is to originate variable rate loans
tied to market indices. Such loans reprice as the underlying market
index changes. Currently, approximately 40.9 percent of the
Page 23
First Citizens Banc Corp
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
- ------------------------------------------------------------------------------
Corporation's loan portfolio reprices on at least an annual basis. The
Corporation's usual practice is to invest excess funds in federal funds
that mature and reprice daily.
The following table provides information about the Corporation's
financial instruments that are sensitive to changes in interest rates
as of June 30, 2002 and December 31, 2001, based on certain prepayment
and account decay assumptions that management believes are reasonable.
The Corporation had no derivative financial instruments or trading
portfolio as of June 30, 2002 or December 31, 2001. Expected maturity
date values for interest-bearing core deposits were calculated based on
estimates of the period over which the deposits would be outstanding.
From a risk management perspective, the Corporation believes that
repricing dates for adjustable-rate instruments, as opposed to expected
maturity dates, may be a more relevant measure in analyzing the value
of such instruments. The Corporation's borrowings were tabulated by
contractual maturity dates and without regard to any conversion or
repricing dates.
Net Portfolio Value
June 30, 2002 December 31, 2001
-------------------------------------------- --------------------------------------------
Change in Dollar Dollar Percent Dollar Dollar Percent
Rates Amount Change Change Amount Change Change
- ---------------- -------------------------------------------- --------------------------------------------
+400 bp 55,702 (15,209) -21% 33,305 (18,807) -36%
+300 bp 59,063 (11,848) -17% 37,548 (14,564) -28%
+200bp 62,695 (8,216) -12% 42,491 (9,621) -18%
+100bp 67,470 (3,441) -5% 47,743 (4,369) -8%
Base 70,911 - - 52,112 - -
-100bp 74,483 3,572 5% 56,594 4,482 9%
-200bp 77,745 6,834 10% 60,239 8,127 16%
-300bp 79,896 8,985 13% 63,322 11,210 22%
-400bp 82,620 11,709 17% 67,398 15,286 29%
The reduction in the relative change in net portfolio value from 2001
to 2002, given the assumed immediate change in interest rates is
primarily a result of two factors. First, long-term interest rates have
decreased only slightly during 2002. The Corporation has seen an
increase in the base level of net portfolio value due to a slight
increase in the fair value of loans and investments, as well as a
decrease in the fair value of certificates of deposits. In addition,
the majority of new loans originated in 2002 have interest rate
adjustment features, which lessens the impact of future rate changes.
Page 24
First Citizens Banc Corp
Other Information
Form 10-Q
- -------------------------------------------------------------------------------
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
First Citizens Banc Corp held its annual meeting on April 16,
2002, for the purpose of considering and voting on the
following:
1.) To elect four Class III directors to serve terms of
three years or until their successors are elected and
qualified.
2.) To ratify the appointment of Crowe, Chizek & Company,
LLP as the independent auditors for the calendar year
2002.
The summary of the voting of common shares outstanding was as
follows:
Director Candidate For Withheld
- --------------------------- ------------------ ------------------
Robert L. Bordner 3,568,268.21 53,071.47
Mary Lee G. Close 3,554,494.80 53,071.47
Richard B. Fuller 3,588,014.53 53,071.47
George L. Mylander 3,596,903.86 53,071.47
The following directors' terms of office continued after the meeting:
John L. Bacon, Blythe A. Friedley, H. Lowell Hoffman, M.D., Lowell W. Leech,
Dean S. Lucal, W. Patrick Murray, Paul H. Phieffer, Robert L. Ransom, Leslie D.
Stoneham, David H. Strack, D.D.S., David A. Voight and Daniel J. White
Delivered,
Accounting Firm For Against Abstain not voted
- -------------------- -------------- ------------ ------------ -----------
Crowe Chizek 3,496,230.70 6,478.47 70,445.36 56,837.29
Page 25
First Citizens Banc Corp
Other Information
Form 10-Q
- -------------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
None
ITEM 6. (A) EXHIBIT NO. 99 Safe Harbor under the Private Securities
Litigation Reform Act of 1995.
(B) EXHIBIT NO. 99.1 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(C) EXHIBIT NO. 99.2 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(D) REPORTS ON FORM 8-K - Filed on April 4, 2002, announcing
the completion of the acquisition of Independent Community
Banc Corp.
(E) REPORTS ON FORM 8-K/A - Filed on May 13, 2002,
amending the Form 8-K filed April 4, 2002 to include financial
information and pro forma financial information pursuant to
First Citizens Banc Corp's acquisition of Independent
Community Banc Corp., which became effective April 1, 2002.
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 AUGUST 12, 2002
- ------------------------------------ ---------------
David A. Voight Date
President
/S/ JAMES O. MILLER AUGUST 12, 2002
- ------------------------------------ ---------------
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 Securities Incorporated by reference to Exhibit 99 to
Litigation Reform Act of 1995 Annual Report for the Year Ended December
31, 1999 filed by the registrant on March
24, 2000.
99.1 Certification pursuant to 18 U.S.C. 29
Section 1350, as adopted pursuant Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant Section 30
906 of the Sarbanes-Oxley Act of 2002.
Page 28