-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6KQEytbMMz3Z5UlXw8gdhymHutbgB//82+8xtCBiszIYTeNMx0edrabU3toDtPO FsNTranSzdlbZPGAKBbKYA== 0001065407-05-000458.txt : 20050629 0001065407-05-000458.hdr.sgml : 20050629 20050629150741 ACCESSION NUMBER: 0001065407-05-000458 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFS BANCORP INC CENTRAL INDEX KEY: 0001058438 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 332042093 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24611 FILM NUMBER: 05924285 BUSINESS ADDRESS: STREET 1: 707 RIDGE ROAD CITY: MUNSTER STATE: IN ZIP: 46321 BUSINESS PHONE: 2198365500 MAIL ADDRESS: STREET 1: 707 RIDGE ROAD CITY: MUNSTER STATE: IN ZIP: 46321 11-K 1 form11krev.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 11-K (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ___________ Commission file number: 0-24611 A. Full title of the plan and address of the plan, if different from that of the issuer named below: Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CFS Bancorp, Inc. 707 Ridge Road Munster, Indiana 46371 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust December 31, 2004 and 2003 Contents Report of Independent Registered Public Accounting Firm...................1 Report of Independent Registered Public Accounting Firm...................2 Financial Statements Statements of Net Assets Available for Benefits........................3 Statements of Changes in Net Assets Available for Benefits.............4 Notes to Financial Statements..........................................5 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year)........10 Report of Independent Registered Public Accounting Firm Plan Administrator Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Munster, Indiana We have audited the accompanying statement of net assets available for benefits of Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust (the "Plan") as of December 31, 2004 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust as of and for the year ended December 31, 2003, were audited by other accountants whose report dated May 25, 2004, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004, and the changes in its net assets available for benefits for the year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles. Our audit of the Plan's financial statements as of and for the year ended December 31, 2004, was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ BKD, LLP Merrillville, Indiana June 13, 2005 Federal Employer Identification Number: 44-0160260 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrators Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust We have audited the accompanying statements of net assets available for benefits of Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust as of December 31, 2003, and the related statements of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Chicago, Illinois May 25, 2004 2 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Statements of Net Assets Available for Benefits December 31, 2004 and 2003 2004 2003 ----------------------------- Assets Investments, at fair value: CFS Bancorp, Inc. common stock $ 3,045,361 $ 4,174,946 Collective investment funds 7,818,539 5,606,826 Short-term investment fund 171,350 193,515 Participant loans 272,433 205,574 ---------- ---------- Total investments 11,307,683 10,180,861 Receivables Employer contributions receivable - 5,706 Employee contributions receivable - 15,675 Dividends 23,475 31,030 Amount receivable for securities sold 7,071 3,331 ---------- ---------- Total receivables 30,546 55,742 ---------- ---------- Total assets 11,338,229 10,236,603 Liabilities Amount payable for securities purchased 11,530 4,795 ---------- ---------- Net Assets Available for Benefits $ 11,326,699 $ 10,231,808 ========== ========== See Notes to Financial Statements 3 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2004 and 2003 2004 2003 ---------------------- Investment income Net appreciation in fair value of investments $ 560,814 $ 1,099,204 Interest and dividend income 126,796 145,411 ---------- ---------- Net investment income 687,610 1,244,615 Contributions Employee 762,866 742,352 Employer 232,967 223,053 Rollovers 7,841 - ---------- ---------- 1,003,674 965,405 ---------- ---------- Total additions 1,691,284 2,210,020 Deductions Benefits paid to participants 534,949 992,760 Administrative expenses 61,444 51,000 ---------- ---------- Total deductions 596,393 1,043,760 Net Increase 1,094,891 1,166,260 Net Assets Available for Benefits, Beginning of Year 10,231,808 9,065,548 ---------- ---------- Net Assets Available for Benefits, End of Year $ 11,326,699 $ 10,231,808 ========== ========== See Notes to Financial Statements 4 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 and 2003 Note 1: Description of Plan The following description of Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust (the Plan) provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan's provisions. General The Plan, adopted by Citizens Financial Services, FSB (the Bank) on April 30, 1998, and effective on May 1, 1998, is a single employer defined-contribution plan. Effective March 1, 2000, the Suburban Federal Savings 401(k) Plan was merged into the Plan. Eligible participants of Suburban Federal Savings, FSB became participants in the Plan and were granted credit for certain prior service under the terms of the Plan for purposes of eligibility and vesting. The Plan allows all employees of the Bank and its subsidiaries to participate after meeting certain age and service requirements. Prior to January 1, 2004, to be eligible to participate in the Plan, an employee must have attained the age of 21 and completed 1,000 hours of service during a 12 consecutive month period. Effective January 1, 2004, the Bank amended the eligibility requirements of the Plan. An employee may contribute to the Plan after completing 250 hours of service during a three consecutive month period. An employer match begins after completing 1,000 hours of service during a 12 consecutive month period. The employee still must have attained the age of 21 to be eligible to participate. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is intended to qualify as a salary reduction plan under Section 401(k) of the Internal Revenue Code, as amended by the Tax Reform Act of 1986 (the Code). The Bank of New York serves as Plan trustee. Contributions The Bank contributes and allocates to each participant's account the amount withheld from each participant's compensation (employee contributions) pursuant to his or her elective deferral agreement and within a range of 1 to 12% as specified by the Plan. The Bank matches 50% of each participant's contributions to the Plan up to the first 6% of each participant's compensation. Upon enrollment, participants may direct their contributions, and related matching contributions, in any of the Plan's investment options. Participant Accounts Each participant's account is credited with the participant's contribution, the Bank's matching contribution, and an allocation of Plan earnings and is charged with an allocation of administrative expenses. Plan earnings from each investment fund option are allocated to participants based on their proportionate share of total assets in that investment fund option. 5 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 and 2003 Vesting Participants immediately vest in both their employee contributions and the Bank's matching contributions and any related earnings thereon. Payment of Benefits Payment of benefits to a participant who terminates employment or becomes disabled may be made in a lump sum, in annual installments over a specified period, or rolled into another qualified plan. A participant also may elect to defer distribution of his or her account until attaining age 70 1/2. Payment of benefits to the beneficiary of a deceased participant may also be made in the form of a lump-sum payment, annual installments over a specified period, or rolled into another qualified plan. Participant Loans Under the Plan, participants may borrow up to one-half of their account balance in any amount between $1,000 and $50,000. The rate of interest for the term of the loan will be established as of the loan date and shall be a reasonable rate of interest generally comparable to the rates of interest then in effect at a major banking institution. The repayment period is between 1 and 15 years for loans used exclusively for the purchase of a primary residence or 1 and 5 years for all other loans, at the participant's option. Repayments are made through payroll deductions. When a loan is made, the amount borrowed is transferred from the participant's deposit account to the participant's loan account. An origination fee of $50.00, plus an annual administrative fee of $40.00 is deducted from the participant's account at the time the loan is originated. Subsequent annual administrative fees will be deducted from the participant's account each year on or about the anniversary of the loan origination. Loan repayments, including interest, are immediately invested in the participant's deposit account. Note 2: Summary of Significant Accounting Policies Valuation of Investments and Income Recognition The Plan's investments are stated at fair value. Collective investment funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The common stock is valued at its quoted market price. Participant notes receivable are valued at cost, which approximates fair value. 6 Citizens Financial Services, FSB Savings & Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 and 2003 Purchases and sales of investments are recorded on a trade- date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the declaration date. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates that affect amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Plan Tax Status The Plan has received a determination letter from the Internal Revenue Service (IRS) dated December 2, 2003, stating that the Plan is qualified under Section 401 (a) of the Code, and, therefore, the related trust is exempt from taxation. The Plan was amended subsequent to the IRS determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code, and therefore believes that the Plan, as amended, is qualified and the related trust is tax-exempt. Payment of Benefits Benefits are recorded when paid. Note 3: Investments In conjunction with the Bank's conversion from a mutual to a stock form of ownership, the Plan utilized existing funds to purchase common stock of CFS Bancorp, Inc., the Bank's Holding Company (the Company). At the date of conversion, the Plan purchased 307,232 shares of stock at $10.00 per share for participants indicating a desire to purchase stock in the Company. Additional employee and Bank contributions and cash dividends are utilized to purchase additional shares on a regular basis. At December 31, 2004 and 2003, the Plan was the beneficial owner of 213,410 shares and 282,091 shares of Company common stock, respectively. The fair value of this stock at December 31, 2004 and 2003 was $14.27 per share and $14.80 per share, respectively. 7 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 and 2003 During 2004 and 2003, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows: 2004 2003 __________________________ Investments at Fair Value as Determined by Quoted Market Price CFS Bancorp, Inc. common stock $(147,972) $ 122,331 Collective investment funds 708,786 976,873 ________ _________ $ 560,814 $1,099,204 ======== ========= The fair value of individual investments that represent 5% or more of the Plan's net assets is as follows: 2004 2003 ___________________________ CFS Bancorp, Inc. common stock $3,045,361 $4,174,946 Pentegra S&P 500 Stock Fund 2,062,356 1,632,813 Pentegra S&P Midcap Stock Fund 1,592,347 1,271,230 Pentegra Stable Value Fund (contract value) 1,271,516 954,207 Information on the Plan's investment in the Pentegra Stable Value Fund, which invests in fully benefit-responsive guaranteed investment contract is carried at contract value is as follows: 2004 _____________ Average yield 4.2% Crediting interest at December 31 4.2% Approximate fair value $ 1,287,000 Note 4: Plan Termination Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contribution at any time and to terminate the Plan, subject to the provisions of ERISA. 8 Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 and 2003 Note 5: Subsequent Event Effective January 1, 2005, the Bank amended the employer matching contributions and the available investment directions of the Plan. The Bank will no longer make an employer match contribution to the Plan. The Bank will instead make an annual distribution equal to the amount the eligible employees would have received as an employer match under the Plan through the Bank's Employee Stock Ownership Plan. The Bank also amended the Plan to exclude the CFS Bancorp, Inc. common stock fund as an investment choice. Eligible employees will no longer be able to make contributions to or transfers into the Company's common stock fund. Current investments held in the Company's common stock fund do not have to be transferred. 9 Supplemental Schedule Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust Plan Number 002 EIN 35-0227439 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004 (a) (b) (c) Identity of Issue, Description Current Borrower, or of Value Similar Party Investment ______________________________________________________________________________ Employer Common Stock *CFS Bancorp, Inc. 213,410 shares $3,045,361 _________ Collective Investment Funds Pentegra S&P 500 Stock Fund 121,101 Units 2,062,356 Pentegra S&P Midcap Stock Fund 63,063 Units 1,592,347 Pentegra Stable Value Fund 82,863 Units 1,271,516 Pentegra Growth & Income Asset Allocation Fund 33,830 Units 532,827 Pentegra Russell 2000 Stock Fund 29,667 Units 479,718 Pentegra Government Bond Fund 22,892 Units 437,458 Pentegra Growth Asset Allocation Fund 21,428 Units 324,204 Pentegra 500 Growth Stock Fund 33,653 Units 293,114 Pentegra International Stock Fund 13,708 Units 292,121 Pentegra 500 Value Stock Fund 20,466 Units 248,258 Pentegra Money Market Fund 162,878 Units 162,878 Pentegra Income Plus Asset Allocation Fund 7,789 Units 121,738 Pentegra NASDAQ 100 Index Fund 1 Unit 4 __________ 7,818,539 Short Term Investment Fund Collective Short Term Investment Fund 171,350 Units 171,350 Participant loans (interest rates of 5.0% to 10.5%) 272,433 __________ $11,307,683 ========== *Party in interest 10 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees for the Plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized. CITIZENS FINANCIAL SERVICES, FSB EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST June 29, 2005 By: /s/ Thomas F. Prisby ________________________________ Thomas F. Prisby Plan Administrator INDEX TO EXHIBITS Number Description ___________ ________________________________________________________ 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Independent Registered Public Accounting Firm EX-23.1 2 ex231.txt BKD, LLP CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement of CFS Bancorp, Inc. on Form S-8 (file Number 333-62053) of our report dated June 13, 2005, of our audit on the financial statements of Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust for the year ended December 31, 2004, which report is included in its Annual Report on Form 11-K. /s/ BKD, LLP Indianapolis, Indiana June 27, 2005 EX-23.2 3 ex232.txt ERNST & YOUNG LLP CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-62053) pertaining to the Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust of our report dated May 25, 2004, with respect to the 2003 financial statements and schedules of the Citizens Financial Services, FSB Employees' Savings & Profit Sharing Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2004. /s/ Ernst & Young LLP Chicago, Illinois June 28, 2005 -----END PRIVACY-ENHANCED MESSAGE-----