-----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, GMJ0vaxPiMpDh03Xdot008Xyg2IiBNAQbzp0iOxXYZ8ltPRZ9YnEe5QmKaJu5OXA Qsm9aT7jMETyeHkJ8i1J0Q== 0000950152-03-005566.txt : 20030515 0000950152-03-005566.hdr.sgml : 20030515 20030515131050 ACCESSION NUMBER: 0000950152-03-005566 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANC CORP /OH CENTRAL INDEX KEY: 0000944745 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341558688 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25980 FILM NUMBER: 03702907 BUSINESS ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 BUSINESS PHONE: 4196254121 MAIL ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 10-Q 1 l00376ae10vq.txt FIRST CITIZENS BANC CORP 10-Q 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:..................................March 31, 2003 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. Yes X No __ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of Exchange Act). Yes X 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 May 15, 2003 5,033,203 common shares FIRST CITIZENS BANC CORP Index
PART I. Financial Information ITEM 1. Financial Statements: Consolidated Balance Sheets (unaudited) March 31, 2003 and December 31, 2002..............................................................3 Consolidated Statements of Income (unaudited) Three months ended March 31, 2003 and 2002........................................................4 Consolidated Statements of Comprehensive Income (unaudited) Three months ended March 31, 2003 and 2002........................................................5 Condensed Consolidated Statements of Shareholders' Equity (unaudited) Three months ended March 31, 2003 and March 31, 2002..............................................6 Condensed Consolidated Statements of Cash Flows (unaudited) Three months ended March 31, 2003 and 2002........................................................7 Notes to Consolidated Financial Statements (unaudited).............................................8-16 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................................17-21 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk........................................21-23 ITEM 4. Controls and Procedures..............................................................................23 PART II. Other Information ITEM 1. Legal Proceedings....................................................................................24 ITEM 2. Changes in Securities and Use of Proceeds............................................................24 ITEM 3. Defaults Upon Senior Securities......................................................................24 ITEM 4. Submission of Matters to a Vote of Security Holders..................................................24 ITEM 5. Other Information....................................................................................24 ITEM 6. Exhibits and Reports on Form 8-K.....................................................................24 SIGNATURES ...................................................................................................25 Certifications ............................................................................................26-30
FIRST CITIZENS BANC CORP Consolidated Balance Sheets (Unaudited) (In thousands, except share data)
March 31, December 31, ASSETS 2003 2002 --------- --------- Cash and due from financial institutions $ 22,922 $ 23,797 Federal funds sold 19,750 12,700 Securities available for sale 144,224 155,168 Securities held to maturity (Fair value of $42 in 2003 and $44 in 2002) 40 42 Loans held for sale 1,157 1,390 Loans, net 421,129 415,682 FHLB, FRB and GLBB stock 7,006 6,752 Premises and equipment, net 8,343 8,219 Goodwill 15,052 15,052 Core deposit and other intangibles 2,892 3,000 Other assets 9,235 9,832 --------- --------- Total assets $ 651,750 $ 651,634 ========= ========= LIABILITIES Deposits Noninterest-bearing $ 69,788 $ 70,527 Interest-bearing 466,851 469,372 --------- --------- Total deposits 536,639 539,899 Federal Home Loan Bank advances 32 183 Securities sold under agreements to repurchase 13,050 13,509 U. S. Treasury interest-bearing demand note payable 1,190 5,000 Notes payable 13,000 13,000 Trust preferred securities 12,500 5,000 Accrued expenses and other liabilities 3,605 3,354 --------- --------- Total liabilities 580,016 579,945 SHAREHOLDERS' EQUITY Common stock, no par value, 10,000,000 shares authorized, 5,326,441 shares issued 47,370 47,370 Retained earnings 30,130 29,588 Treasury stock, 293,238 shares at cost (7,241) (7,241) Accumulated other comprehensive income 1,475 1,972 --------- --------- Total shareholders' equity 71,734 71,689 --------- --------- Total liabilities and shareholders' equity $ 651,750 $ 651,634 ========= =========
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 March 31, --------------------------------- 2003 2002 ---------- --------- Interest and dividend income Loans, including fees $ 7,041 $ 6,257 Taxable securities 1,121 996 Tax-exempt securities 386 384 Federal funds sold 45 67 Other 1 6 ---------- --------- 8,594 7,710 Interest expense Deposits 2,129 2,592 Federal Home Loan Bank advances 2 11 Trust preferred securities 62 - Other 141 171 ---------- --------- 2,334 2,774 ---------- --------- Net interest income 6,260 4,936 Provision for loan losses 215 205 ---------- --------- Net interest income after provision for loan losses 6,045 4,731 ---------- --------- Noninterest income Computer center item processing fees 288 318 Service charges 762 606 Net gains on sale of securities 289 - Net gain on sale of loans 154 43 Other 647 441 ---------- --------- 2,140 1,408 Noninterest expense Salaries, wages and benefits 2,570 2,000 Net occupancy expense 322 218 Equipment expense 293 274 Contracted data processing 237 193 State franchise tax 212 123 Professional services 286 183 Amortization of intangible assets 108 31 Other operating expenses 1,539 1,149 ---------- --------- Total noninterest expense 5,567 4,171 ---------- --------- Income before income taxes 2,618 1,968 Income tax expense 768 549 ---------- --------- Net income $ 1,850 $ 1,419 ========== ========= Earnings per common share, basic and diluted $ 0.37 $ 0.35 ========== ========= Weighted average basic common shares 5,033,203 4,077,730 ========== ========= Weighted average diluted common shares 5,041,068 4,077,730 ========== =========
See notes to interim consolidated financial statements Page 4 FIRST CITIZENS BANC CORP Consolidated Comprehensive Income Statements (Unaudited) (In thousands) Three months ended March 31, 2003 2002 ------- ------- Net income $ 1,850 $ 1,419 Unrealized holding gains and (losses) on available for sale securities (464) (473) Reclassification adjustment for (gains) and losses later recogized in income (289) -- ------- ------- Net unrealized gains and (losses) (753) (473) Tax effect 256 161 ------- ------- Total other comprehensive income (loss) (497) (312) ------- ------- Comprehensive income $ 1,353 $ 1,107 ======= ======= See notes to interim consolidated financial statements Page 5 FIRST CITIZENS BANC CORP Condensed Consolidated Statements of Shareholders' Equity (Unaudited) Form 10-Q (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, 2002 4,082,619 $23,258 $ 28,844 $ (4,919) $ 1,544 $ 48,727 Net income 1,419 1,419 Change in unrealized gain/(loss) on securities available for sale, net of reclassifications and tax effects (312) (312) Purchase of treasury stock, at cost (5,000) (112) (112) Cash dividends ($.19 per share) (775) (775) --------- -------- --------- -------- ------- -------- Balance, March 31, 2002 4,077,619 $ 23,258 $ 29,488 $ (5,031) $ 1,232 $ 48,947 ========= ======== ========= ======== ======= ======== Balance, January 1, 2003 5,033,203 $ 47,370 $ 29,588 $ (7,241) $ 1,972 $ 71,689 Net income 1,850 1,850 Change in unrealized gain/(loss) on securities available for sale, net of reclassifications and tax effects (497) (497) Cash dividends ($.26 per share) (1,308) (1,308) --------- -------- --------- -------- ------- -------- Balance, March 31, 2003 5,033,203 $ 47,370 $ 30,130 $ (7,241) $ 1,475 $ 71,734 ========= ======== ========= ======== ======= ========
See notes to interim consolidated financial statements Page 6 FIRST CITIZENS BANC CORP Condensed Consolidated Statement of Cash Flows (Unaudited) (In thousands)
-------------------- 2003 2002 -------- -------- Net cash from operating activities $ 4,177 $ 3,074 Cash flows from investing activities Maturities and calls of securities, held-to-maturity 2 13 Maturities and calls of securities, available-for-sale 20,023 11,781 Purchases of securities, available-for-sale (17,193) (11,462) Proceeds from sale of securities, available-for-sale 7,124 4 Purchases of FRB Stock (195) -- Loans made to customers, net of principal collected (5,674) 1,903 Change in federal funds sold (7,050) (8,375) Net purchases of office premises and equipment (366) (103) -------- -------- Net cash from investing activities (3,329) (6,239) Cash flows from financing activities Repayment of FHLB borrowings (151) (153) Net change in deposits (3,260) (8,240) Change in securities sold under agreements to repurchase (459) (363) Change in U. S. Treasury interest-bearing demand note payable (3,810) 1,411 Purchases of treasury stock -- (113) Net proceeds from obligated mandatorily redeemable capital securities 7,265 4,849 Cash dividends paid (1,308) (775) -------- -------- Net cash from financing activities (1,723) (3,384) -------- -------- Net change in cash and due from banks (875) (6,549) Cash and due from banks at beginning of period 23,797 19,227 -------- -------- Cash and due from banks at end of period $ 22,922 $ 12,678 ======== ========
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 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, Inc. (Title Agency), First Citizens Insurance Agency, Inc. (Insurance Agency), First Citizens Statutory Trust I (Trust I), and First Citizens Statutory Trust II (Trust II) together referred to as the Corporation. Citizens and Farmers are collectively referred to as the Banks. As of January 2, 2003, another wholly owned subsidiary, The Castalia Banking Company, was merged into Citizens. 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 March 31, 2003 and its results of operations and changes in cash flows for the periods ended March 31, 2003 and 2002 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 in the United States of America have been omitted. The results of operations for the period ended March 31, 2003 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 2002 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 2003, SCC provided item processing for nine financial institutions in addition to the two subsidiary banks. SCC accounted for 2.7% of the Corporation's total revenues through March 31, 2003. 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 accounted for 4.1% 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 was formed to allow the Corporation to participate in commission revenue generated through its Page 8 First Citizens Banc Corp Notes to Interim Consolidated Financial Statements (Unaudited) Form 10-Q (Amounts in thousands, except share data) - -------------------------------------------------------------------------------- third party insurance agreement. Insurance commission revenue is less than 1 percent of total revenue for the period ended March 31, 2003. First Citizens Statutory Trust I, formed in 2002, and First Citizens Statutory Trust II, formed in March 2003, are special purpose entities for the purpose of issuing floating rate obligated mandatorily redeemable capital securities as part of a pooled transaction. Trust I was a $5,000, 5.59% issuance while Trust II was a $7,500, 4.41% issuance. 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. On December 31, 2002, SFAS No. 148, "Accounting for Stock-Based Compensation" was issued and amended SFAS No. 123. Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of SFAS No. 148. No stock options were granted prior to July 2, 2002. 2003 ---- Net income as reported $ 1,850 Deduct: Stock-based compensation expense determined under fair value based method 8 --------- Pro forma net income 1,842 ========= Basic earnings per share as reported $ 0.37 Pro forma basic earnings per share 0.37 Diluted earnings per share as reported $ 0.37 Pro forma diluted earnings per share 0.37 Page 9 First Citizens Banc Corp Notes to Interim Consolidated Financial Statements (Unaudited) Form 10-Q (Amounts in thousands, except share data) - -------------------------------------------------------------------------------- (2) Securities Securities at March 31, 2003 and December 31, 2002 were as follows:
March 31, 2003 Gross Gross Unrealized Unrealized AVAILABLE FOR SALE Fair Value Gains Losses -------- -------- -------- U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 87,038 $ 1,153 $ (40) Corporate Bonds 1,360 33 -- Obligations of states and political subdivisions 42,493 1,740 (49) Other securities, including mortgage-backed securities and equity securities 13,333 224 (48) -------- -------- -------- $144,224 $ 3,150 $ (137) ======== ======== ========
March 31, 2003 Gross Gross Amortized Unrecognized Unrecognized HELD TO MATURITY Cost Gains Loss Fair Value -------------- ------------- ------------ ---------- Mortgage-backed securities $ 40 $ 2 $ - $ 42 ===== ==== ==== ====
Page 10 First Citizens Banc Corp Notes to Interim Consolidated Financial Statements (Unaudited) Form 10-Q (Amounts in thousands, except share data) - --------------------------------------------------------------------------------
December 31, 2002 Gross Gross Unrealized Unrealized AVAILABLE FOR SALE Fair Value Gains Losses -------- -------- -------- U.S. Treasury securities and obligations of U.S. Government corporations and agencies $102,780 $ 1,822 $ -- Corporate Bonds 2,475 45 -- Obligations of states and political subdivisions 41,458 1,688 (36) Other securities, including mortgage-backed securities and equity securities 8,455 247 -- -------- -------- -------- $155,168 $ 3,802 $ (36) ======== ======== ========
December 31, 2002 Gross Gross Amortized Unrecognized Unrecognized HELD TO MATURITY Cost Gains Loss Fair Value --------- ------------ ------------ ---------- Mortgage-backed securities $ 42 $ 2 $ - $ 44 ===== ==== ==== ====
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 March 31, 2003, 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 Fair Value ---------- Due in one year or less $ 56,030 Due after one year through five years 66,548 Due after five years through ten years 6,570 Due after ten years 1,743 Mortgage-backed securities 12,671 Equity securities 662 -------- Total securities available for sale $144,224 ======== Estimated Fair HELD TO MATURITY Amortized Cost Value -------------- -------------- Mortgage-backed securities $ 40 $ 42 -------------- -------------- Proceeds from sales of securities, gross realized gains and gross realized losses were as follows: Three Months Ended March 31, --------------------- 2003 2002 ------ ------ Proceeds $7,124 $ 4 Gross gains 289 -- Gross losses -- -- Securities with a carrying value of approximately $100,104 and $102,072 were pledged as of March 31, 2003 and December 31, 2002, 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 March 31, 2003 and December 31, 2002 were as follows: 3/31/2003 12/31/2002 --------- ---------- Commercial and Agriculture $ 48,739 $ 46,495 Commercial real estate 136,492 116,674 Real Estate - mortgage 193,795 210,931 Real Estate - construction 14,737 13,179 Consumer 28,930 30,278 Credit card and other 3,811 3,700 Leases 1,166 1,302 --------- --------- Total loans 427,670 422,559 Allowance for loan losses (5,970) (6,325) Deferred loan fees (566) (546) Unearned interest (5) (6) --------- --------- Net loans $ 421,129 $ 415,682 ========= ========= (4) Allowance for Loan Losses A summary of the activity in the allowance for loan losses for the three months ended March 31, 2003 and 2002 was as follows: 2003 2002 ------- ------- Balance January 1, $ 6,325 $ 4,865 Loans charged-off (637) (297) Recoveries 67 114 Provision for loan losses 215 205 ------- ------- Balance March 31, $ 5,970 $ 4,887 ======= ======= 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 months ended March 31: 2003 2002 ------ ------ Average investment in impaired loans $5,085 $3,588 Interest income recognized on impaired loans including interest income recognized on cash basis 98 54 Interest income recognized on impaired loans on cash basis 98 54 Information regarding impaired loans at March 31, 2003 and December 31, 2002 was as follows: 3/31/2003 12/31/2002 --------- ---------- Balance impaired loans $6,171 $5,999 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 $6,171 $5,999 ====== ====== Portion of allowance for loan losses allocated to impaired loans $1,002 $1,033 ====== ====== Nonperforming loans were as follows: 3/31/03 12/31/02 -------------- ----------- Loans past due over 90 days still on accrual $ 3,492 $ 2,414 Nonaccrual $ 3,012 $ 3,468 Nonperforming loans include both smaller balance homogeneous loans, such as residential mortgages and consumer loans, that are collectively evaluated for impairment and individual classified impaired loans. 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 March 31, 2003 and December 31, 2002:
Contract Amount --------------- March 31, 2003 December 31, 2002 -------------- ----------------- Commitment to extend credit: Lines of credit and construction loans $57,283 $56,467 Credit cards 6,159 6,127 Overdraft protection 6,712 5,258 Letters of credit 3,151 547 ------- ------- $73,305 $68,399 ======= =======
Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included above totaled $7,529 at March 31, 2003 and had interest rates ranging from 4.25% to 10.50% with maturities extended up to 30 years. Fixed rate loan commitments included above totaled $8,078 at December 31, 2002 with interest rates ranging from 3.25% to 10.50% 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 March 31, 2003 and December 31, 2002 approximated $6,719 and $6,843. (6) Trust Preferred Securities In March 2002 and March 2003, FCBC issued $5,000 of 5.59%, and $7,500 of 4.41% floating rate trust preferred securities through special purpose subsidiaries, each as part of a pooled transaction. The Corporation's trust preferred securities may be redeemed by the Corporation, in whole but not in part, prior to March 26, 2007 for Trust I and March 26, 2008 for Trust II, subject to the occurrence and continuation of a special event, at a redemption price of 107.50% Page 15 First Citizens Banc Corp Notes to Interim Consolidated Financial Statements (Unaudited) Form 10-Q (Amounts in thousands, except share data) - -------------------------------------------------------------------------------- of the face value of the capital securities. On or after March 26, 2007 and March 26, 2008, the trust preferred securities may be redeemed at face value. The Corporation's trust preferred securities are considered Tier II capital for regulatory reporting purposes. Debt issuance costs of $151 and $235 are being amortized over the term of the securities. 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 March 31, 2003 compared to December 31, 2002 and the consolidated results of operations for the three-month period ending March 31, 2003 compared to the same period in 2002. 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 March 31, 2003 totaled $651,750 compared to $651,634 at December 31, 2002, which was an increase of $116. Within the structure of the assets, net loans have increased $5,447, or 1.3 percent since December 31, 2002. The commercial real estate portfolio increased by $19,818 and the commercial and agriculture portfolio increased $2,244, while residential real estate and consumer loans decreased by $17,136 and $1,348 respectively. This is reflective of a shift in focus by the Corporation toward commercial loans and away from residential real estate and consumer loans. In the current low interest 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. This shift in focus has also helped improve the yield the Corporation earned on its loan portfolio, as well as reducing the interest rate risk on the loan portfolio. Mr. Money was formed to service the needs 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) - -------------------------------------------------------------------------------- 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 $13,199 at March 31, 2003 compared to $13,728 at December 31, 2002. Loans held-for-sale decreased $233, or 16.8 percent from December 31, 2002. At March 31, 2003, the net loan to deposit ratio was 78.5 percent compared to 77.0 percent at December 31, 2002. At March 31, 2003, available for sale securities totaled $144,224 compared to $155,168 at December 31, 2002, a decrease of $10,944. The decrease in securities was due to paydowns, calls, maturities and sales of its portfolio. Funds not used to replace these securities were used to fund other assets, such as loans and fed funds. Bank stocks increased $254 from December 31, 2002, due to a purchase of $195 in FRB stock and $59 in FHLB dividends. For the three months of operations in 2003, $215 was placed into the allowance for loan losses from earnings compared to $205 for the same period of 2002. The slight increase of the provision is related to the increase of the loan portfolio, in addition to the overall analysis of loss reserves. 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, economic trends, 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 three months of 2003 were $637 compared to $297 for the same period of 2002. As part of an ongoing review of the above factors, the allowance for loan losses was adjusted from year end to reflect conditions in the first quarter of 2003. The March 31, 2003 allowance for loan losses as a percent of total loans was 1.40 percent compared to 1.50 percent at December 31, 2002. Office premises and equipment have increased $124 and intangible assets have decreased $108 since December 31, 2002. The increase in office premises and equipment is attributed to new purchases of $366 and depreciation of $242. Intangible assets decreased due to amortization of the core deposit premium. Total deposits at March 31, 2003 decreased $3,260 from year-end 2002. Noninterest-bearing deposits, decreased $739 from year-end 2002. Interest-bearing deposits, including savings and time deposits, decreased $2,521 from year-end 2002. The year to date average balance of total deposits increased $128,417 compared to the average balance of the same period 2002. This increase was primarily due to the merger of ICBC in April 2002. ICBC's deposit balances totaled $111,968 at March 31, 2002. The year to date 2003 average balance of savings deposits has increased $31,599 compared to the average balance of the same period for 2002. The current average rate of these deposits is 0.57 percent compared to 1.74 percent in 2002. The year to date 2003 average balance of time certificates has increased $23,162 compared to the average balance for the same period for 2002. Additionally, the year to date 2003 average balances compared to the same period in 2002 of Demand Deposits increased $24,189, while N.O.W. accounts increased $6,511, and Money Market Savings increased $42,956. Total borrowed funds have increased $3,080 from December 31, 2002 to March 31, 2003. The Corporation has notes outstanding with other financial institutions totaling $13,000 at March 31, 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) - -------------------------------------------------------------------------------- 2003 and December 31, 2002. These notes were primarily used to fund the loan growth at Mr. Money. Additionally, the Corporation increased its Obligated Mandatorily Redeemable Capital Securities by $7,500. This security, as well as the security of $5,000 in 2002, is a 30-year issuance. These issuances were used to pay down a note used for funding Mr. Money loans and stock repurchases. Additionally, a pool of low cost funds was created at First Citizens which may be used for funding Mr. Money loan growth, continued stock repurchases, as well as any other opportunities which may present themselves in the future. Federal Home Loan Bank borrowings have decreased $151 as a result of scheduled pay downs. Securities sold under agreements to repurchase, which tend to fluctuate, have decreased $459 and U.S. Treasury Tax Demand Notes have decreased $3,810. Shareholders' equity at March 31, 2003 was $71,734, or 11.0 percent of total assets, compared to $71,689 at December 31, 2002, or 11.0 percent of total assets. The increase in shareholders' equity resulted from earnings of $1,850, less dividends paid of $1,308 and the decrease in the market value of securities available for sale, net of tax, of $497. The Corporation paid a cash dividend on February 1, 2003 at a rate of $.26 per share. Total outstanding shares at March 31, 2003 were 5,033,203. Results of Operations Three Months Ended March 31, 2003 and 2002 Net income for the three months ended March 31, 2003 was $1,850, or $.37 basic and diluted earnings per common share compared to $1,419 or $.35 basic and diluted earnings per common share for the same period in 2002. This was an increase of $431, or 30.4 percent. Some of the reasons for the changes are explained below. Total interest income for the first three months of 2003 increased by $884, or 11.5 percent compared to the same period in 2002. The average rate on earning assets on a tax equivalent basis for the first three months of 2003 was 5.68 percent and 6.55 percent for the first three months of 2002. The decrease in yield is due to the rate environment in which the Corporation has operated in 2003. However, the increase in average earning assets more than offset the decline in yield. Total interest expense for the first three months of 2003 has decreased by $440, or 15.9 percent compared to the same period of 2002. This decrease is mainly attributed to a decrease in interest on deposits of $463, a decrease in interest on other borrowings of $30, partially offset by an increase of $62 on Trust preferred securities. Interest on other borrowings decreased due to the continued decline in interest rates on the borrowings. Interest on FHLB borrowings is down due to balances borrowed being lower in 2003. The Corporations two Trust preferred issuances account for the $62 increase in Trust preferred expense. The average rate on interest-bearing liabilities for the first three months of 2003 was 1.74 percent compared to 2.88 percent for the same period of 2002. The net interest margin on a tax equivalent basis was 4.34 percent for the three-month period ended March 31, 2003 and 4.18 percent for the same period ended March 31, 2002. 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) - -------------------------------------------------------------------------------- Noninterest income for the first three months of 2003 totaled $2,140, compared to $1,408 for the same period of 2002, an increase of $732. Service charges on deposit accounts increased $156 in 2003 compared to the same period in 2002. Check Protect generated an additional $108 in service charge income in the first quarter 2003 compared to the same period in 2002. Revenue from computer operations decreased $30 and other operating income increased $206. Within other operating income, Citizens increased its commission from the origination of wholesale mortgages in 2003 $148 compared to the first three months in 2002. Additionally, Citizens, through the merger with ICBC, increased Trust income $66 in 2003 compared to the 2002. Gain on the sale of loans increased $111 as loan customers continued to refinance into fixed rate mortgages, which the Corporation typically sells on the secondary market. Gains on sale of securities increased $289 due to sales at Citizens in March. In the current low interest rate environment, Citizens was able to sell certain securities at a gain and reinvest the proceeds back into the investment portfolio without a significant change in the book yield or weighted average maturity of the portfolio. Noninterest expense for the three months ended March 31, 2003 totaled $5,567 compared to $4,171 for the same period in 2002. This was an increase of $1,396, or 33.5 percent. Salaries and benefits increased $570, or 28.5 percent compared to the first three months of 2002. This increase is attributed to the addition of new Citizens branches created by the merger, as well as Farmers and Mr. Money expanding their offices to new areas. Equipment expense increased $19 as a result of increased depreciation and maintenance expense. Computer processing expense increased by $44 compared to last year. State franchise taxes increased $89 compared to the first three months in 2002. This increase was due to the addition of ICBC, the addition of Title Agency and Insurance Agency, and two refunds received by FCBC in 2002. Net occupancy expense increased $104 compared to the first three months of 2002, due to the same factors that lead to an increase in salary expense. Other operating expenses increased $390 primarily due to the addition of ICBC and the expenses associated with operating additional branches. Income tax expense for the first three months of 2003 totaled $768 compared to $549 for the first three months of 2002. This was an increase of $219, or 39.9 percent. The increase in the federal income taxes is a result of the increase in total income before taxes of $650. The effective tax rates were comparable for the three-month periods ended March 31, 2003 and March 31, 2002, at 29.3% and 27.9%, respectively. 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) - -------------------------------------------------------------------------------- Capital Resources Shareholders' equity totaled $71,734, at March 31, 2003 compared to $71,689 at December 31, 2002. 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 3/31/03 12/31/2002 Purposes Provisions ---------------- ---------------- ------------------- ------------------ Tier I Risk Based Capital 12.3% 12.5% 4.0% 6.0% Total Risk Based Capital 16.4% 14.9% 8.0% 10.0% Leverage Ratio 8.7% 8.0% 4.0% 5.0%
In March 2002 and March 2003, FCBC issued $5,000 of 5.59% and $7,500 of 4.41% floating rate trust preferred securities through special purpose subsidiaries, each as part of a pooled transaction. The Corporation's trust preferred securities are considered Tier II capital for regulatory reporting purposes. The Corporation paid a cash dividend of $.26 per common share on February 1, 2003 compared to $.19 per common share on February 1, 2002. 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 $48,761 and the Banks have additional borrowing availability at the Federal Home Loan Bank of Cincinnati of $77,341 at March 31, 2003. Liquidity is also evidenced by all but $40 of its security portfolio being classified as available for sale. 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. 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) - -------------------------------------------------------------------------------- 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 57.7 percent of the 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 March 31, 2003 and December 31, 2002, 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 March 31, 2003 or December 31, 2002. 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) - --------------------------------------------------------------------------------
Net Portfolio Value March 31, 2003 December 31, 2002 -------------------------------------------- -------------------------------------------- Change in Dollar Dollar Percent Dollar Dollar Percent Rates Amount Change Change Amount Change Change - ---------------- -------------------------------------------- -------------------------------------------- +400 bp 51,039 (22,731) -31% 55,141 (20,038) -27% +300 bp 56,406 (17,364) -24% 60,093 (15,086) -20% +200bp 62,122 (11,648) -16% 64,806 (10,373) -14% +100bp 69,385 (4,385) -6% 70,702 (4,477) -6% Base 73,770 - - 75,179 - - -100bp 78,396 4,626 6% 79,921 4,742 6%
The relatively minor change in net portfolio value from December 31, 2002 to March 31, 2003, is primarily a result of two factors. First, long-term interest rates have decreased only slightly during 2003. 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. ITEM 4. Controls and Procedures Disclosure Within the 90-day period prior to the filing date of this report, an evaluation was carried out under the supervision and with the participation of First Citizens Banc Corp's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by First Citizens Banc Corp in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in First Citizens Banc Corp's internal control or in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Page 23 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) 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 - None - Filed on February 12, 2003, announcing 2002 earnings of $1.48 per share compared to $1.30 earnings per share for 2001 and $1.39 earnings per share for 2000. Page 24 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 May 15, 2003 - ------------------------------------ ------------ David A. Voight Date President /s/ James O. Miller May 15, 2003 - ------------------------------------ ------------ James O. Miller Date Executive Vice President Page 25 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q I, David A. Voight, certify that: 1) I have reviewed this quarterly report on Form 10-Q of First Citizens Banc Corp; 2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3) Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have; a). designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b). evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c). presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a). all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b). any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Signature and Title: /s/ David A. Voight, President, Chief Executive Officer ------------------------------------------------------- Date: May 15, 2003 ------------ Page 26 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-Q I, Todd A. Michel, certify that: 1) I have reviewed this quarterly report on Form 10-Q of First Citizens Banc Corp; 2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3) Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have; a). designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b). evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c). presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): d). all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and e). any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Signature and Title: /s/ Todd A. Michel, Senior Vice President, Controller ------------------------------------------------------ Date: May 15, 2003 ------------ Page 27 First Citizens Banc Corp Index to Exhibits Form 10-Q - --------------------------------------------------------------------------------
Exhibit Number Description Page Number -------------- ----------- ----------- 99 Safe Harbor Under the Private Securities Litigation Incorporated by reference to Exhibit 99 to Annual Reform Act of 1995 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. Section 1350, as 33 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as 34 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Page 28 EX-99.1 3 l00376aexv99w1.txt EXHIBIT 99.1 First Citizens Banc Corp Index to Exhibits Form 10-Q - -------------------------------------------------------------------------------- EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of First Citizens Banc Corp (the "Corporation") on Form 10-Q for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report"), I, David A. Voight, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. /s/ David A. Voight David A. Voight President, Chief Executive Officer May 15, 2003 Page 29 EX-99.2 4 l00376aexv99w2.txt EXHIBIT 99.2 First Citizens Banc Corp Index to Exhibits Form 10-Q - -------------------------------------------------------------------------------- EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of First Citizens Banc Corp (the "Corporation") on Form 10-Q for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report"), I, Todd A. Michel, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. /s/ Todd A. Michel Todd A. Michel Senior Vice President, Controller May 15, 2003 Page 30 -----END PRIVACY-ENHANCED MESSAGE-----