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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 (IRS Employer
incorporation or organization Identification No.)
100 East Water Street, Sandusky, Ohio 44870
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 625 - 4121
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No par value
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated
filer. Yes |X| No | |
The aggregate market value of the voting stock held by nonaffiliates of the
registrant based upon the closing market price as of June 30, 2002 was
$85,202,991.
As of January 31, 2003, there were 5,033,203 shares of no par value common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants 2002 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV of this Form 10-K. Portions of the
registrant's Proxy Statement, dated March 14, 2003, are incorporated by
reference into Part III of this Form 10-K.
INDEX
PART I
Item 1. Business............................................................................................ 3
Item 2. Properties.......................................................................................... 16
Item 3. Legal Proceedings................................................................................... 16
Item 4. Submission of Matters to a Vote of Security Holders................................................. 16
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters............................... 16
Item 6. Selected Financial Data............................................................................. 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.......................................................................... 16
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.......................................... 16
Item 8. Financial Statements and Supplementary Data......................................................... 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................................................... 17
PART III
Item 10. Directors and Executive Officers of the Registrant.................................................. 17
Item 11. Executive Compensation.............................................................................. 17
Item 12. Security Ownership of Certain Beneficial Owners and Management...................................... 17
Item 13. Certain Relationships and Related Transactions...................................................... 17
Item 14. Controls and Procedures Disclosure.................................................................. 17
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................................... 18
Signatures.................................................................................................... 19
Certifications................................................................................................ 20
PART I
ITEM 1. BUSINESS
(a) General Development of Business
FIRST CITIZENS BANC CORP (FCBC) was organized under the laws of the State
of Ohio on February 19, 1987 and is a registered financial holding company
under the Gramm-Leech-Bliley Act of 2000 (GLB Act), as amended. The
Corporation's office is located at 100 East Water Street, Sandusky, Ohio.
The Corporation had total consolidated assets of $651,634 at December 31,
2002. FCBC and its subsidiaries are referred to together as the
Corporation.
THE CITIZENS BANKING COMPANY (Citizens), owned by the Corporation since
1987, opened for business in 1884 as The Citizens National Bank. In 1898,
Citizens was reorganized under Ohio banking law and was known as The
Citizens Bank and Trust Company. In 1908, Citizens surrendered its trust
charter and began operation under its current name. Citizens is an insured
bank under the Federal Deposit Insurance Act. Citizens maintains its main
office at 100 East Water Street, Sandusky, Ohio and operates three branch
banking offices in Perkins Township (Sandusky, Ohio), three branch banking
offices in Norwalk, Ohio, one branch banking office in Berlin Heights,
Ohio, one branch banking office in Huron, Ohio and one Loan Production
office in Port Clinton, Ohio. As part of the acquisition of Independent
Community Banc Corp. and its subsidiary, The Citizens National Bank of
Norwalk, which was merged into Citizens, Citizens now provides trust
services. This subsidiary accounts for 71.9% of the Corporation's
consolidated assets at December 31, 2002.
THE FARMERS STATE BANK (Farmers), acquired by the Corporation in 1998, was
organized and chartered under the laws of the State of Ohio in 1916.
Farmers is an insured bank under the Federal Deposit Insurance Act.
Farmers maintains its main office at 102 South Kibler Street, New
Washington, Ohio and operates branch offices in Willard, Ohio and the Ohio
villages of Chatfield, Tiro, Richwood and Green Camp. Farmers accounts for
18.1% of the Corporation's consolidated assets at December 31, 2002.
THE CASTALIA BANKING COMPANY (Castalia), owned by the Corporation since
1990, was organized and chartered under the laws of the State of Ohio in
1907. Castalia is an insured bank under the Federal Deposit Insurance Act.
Castalia operates from one location, 208 South Washington Street,
Castalia, Ohio. Castalia, Ohio is located approximately 10 miles from
Sandusky, Ohio. Castalia accounts for 7.4% of the Corporation's
consolidated assets at December 31, 2002. As of January 2, 2003 Castalia
merged its operations in with Citizens.
SCC RESOURCES INC. (SCC) was organized under the laws of the State of
Ohio. Begun as a joint venture of three local Sandusky, Ohio banks in
1966, SCC provides item-processing services for financial institutions,
including the Banks, and other nonrelated entities. The Corporation
acquired total ownership of SCC in February 1993. On June 19, 1999, SCC
entered into an agreement with Jack Henry & Associates, Inc. (JHA) to sell
all of their contracts for providing data processing services to community
banks. JHA agreed to pay SCC a fee based upon annual net revenue under a
new JHA contract for each bank that signed a five-year contract with JHA
by January 31, 2000. This subsidiary accounts for less than one percent of
the Corporation's consolidated assets as of December 31, 2002.
R. A. REYNOLDS APPRAISAL SERVICE, INC. (Reynolds), owned by the
Corporation since 1993, was organized under the laws of the State of Ohio
in September 1993. Reynolds provides real estate appraisal services, for
lending purposes, to the Banks and to other financial institutions.
Reynolds accounts for less than one percent of the Corporation's
consolidated assets as of December 31, 2002.
MR. MONEY FINANCE COMPANY (Mr. Money) was formed in year 2000 to provide
consumer-lending products to customers who may not qualify for
conventional commercial bank lending products. Mr. Money has its main
office in Sandusky, Ohio and an office in Norwalk, Ohio. Loans for Mr.
Money come from direct consumer lending to customers, acquisition of loans
from brokers and from home improvement contractors and automobile
dealerships. The primary focus of lending for Mr. Money is in the mortgage
and home improvement type of credits. Mr. Money accounts for 2.1% of the
Corporation's consolidated assets as of December 31, 2002.
3
FIRST CITIZENS TITLE INSURANCE AGENCY INC. (Title Agency) has been formed
to provide customers with a seamless mortgage product with improved
service. Assets of the Title Agency are not significant.
FIRST CITIZENS INSURANCE AGENCY INC. (Insurance Agency) was formed to
allow the Corporation to participate in commission revenue generated
through its third party insurance agreement. Assets of the Insurance
Agency are not significant.
FIRST CITIZENS STATUTORY TRUST I (Trust I) was formed in March 2002. FCBC
issued $5,000,000 of 5.59% floating rate obligated mandatorily redeemable
capital securities through a special purpose subsidiary as part of a
pooled transaction.
On April 1, 2002, FCBC completed its acquisition of Independent Community
Banc Corp. (ICBC), Norwalk, Ohio, which merged with and into FCBC (the
Merger). FCBC had previously announced the signing of the Agreement and
Plan of Merger (the Merger Agreement) by FCBC and ICBC on November 1,
2001.
The Corporation issued 1,063,040 shares of common stock valued at $23.00
per share, which is the average stock price of the Corporation for the two
days prior and after the signing of the Merger Agreement, to total
approximately $24,450,000 less stock issuance costs of $338,000. Total
assets of ICBC prior to the merger were $127,713,000, including
$97,623,000 in loans and $111,968,000 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.
(b) Financial Information About Industry Segments
FCBC is a financial holding company. Through the three subsidiary banks,
the Corporation is primarily engaged in the business of commercial
banking, which accounts for substantially all of its revenue, operating
income and assets. Reference is made to the statistical information
regarding the Corporation included elsewhere herein and to items of this
Form 10-K for financial information about the Corporation's banking
business.
(c) Narrative Description of Business
General
The Corporation's primary business is incidental to the three subsidiary
banks. Citizens, Farmers and Castalia, located in Erie, Crawford, Huron,
Union, Marion, and Ottawa Counties, Ohio, conduct a general banking
business that involves collecting customer deposits, making loans and
purchasing securities. With the acquisition of Independent Community Banc
Corp.'s subsidiary, The Citizens National Bank of Norwalk, which was
merged with and into Citizens, Citizens now provides trust services.
Interest and fees on loans accounted for 69% of total revenue for 2002 and
70% of total revenue for 2001. The primary focus of lending is real estate
mortgages. Residential real estate mortgages comprised 50% of the total
loan portfolio in 2002 and 61% of the total loan portfolio in 2001.
Citizens', Farmers' and Castalia's loan portfolios do not include any
foreign-based loans, loans to lesser-developed countries or loans to FCBC.
On a parent company only basis, FCBC's primary source of funds is the
receipt of dividends paid by its subsidiaries, principally the Banks. The
ability of the Banks to pay dividends is subject to limitations under
various laws and regulations and to prudent and sound banking principles.
Generally, subject to certain minimum capital requirements, each Bank may
declare a dividend without the approval of the State of Ohio Division of
Financial Institutions unless the total of the dividends in a calendar
year exceeds the total net profits of the bank for the year combined with
the retained profits of the bank for the two preceding years. Earnings
have been sufficient to support asset growth at the Banks and at the same
time provide funds to FCBC for shareholder dividends.
The Corporation's business is not seasonal, nor is it dependent on a
single or small group of customers.
In the opinion of management, the Corporation does not have exposure to
material costs associated with environmental hazardous waste cleanup.
Competition
4
The primary market area for Citizens, Farmers and Castalia is Erie, Huron
and Crawford counties. A secondary market includes portions of Union,
Marion, and Ottawa counties. Citizens, Farmers and Castalia were operated
as independent commercial banks in their respective market area until
January 2, 2003. On January 2, 2003, Castalia was merged with and into
Citizens. Traditional financial service competition for the Banks consists
of large regional financial institutions, community banks, thrifts and
credit unions operating within the Corporation's market area. A growing
nontraditional source of competition for loan and deposit dollars comes
from captive auto finance companies, mortgage banking companies, internet
banks, brokerage companies, insurance companies and direct mutual funds.
Employees
FCBC has no employees. The subsidiary companies employ approximately 247
full-time equivalent employees to whom a variety of benefits are provided.
FCBC and its subsidiaries are not parties to any collective bargaining
agreements. Management considers its relationship with its employees to be
good.
Supervision and Regulation
The Bank Holding Company Act. As a bank holding company, FCBC is subject
to regulation under the Bank Holding Company Act of 1956, as amended (the
BHCA) and the examination and reporting requirements of the Board of
Governors of the Federal Reserve System (Federal Reserve Board). Under the
BHCA, FCBC is subject to periodic examination by the Federal Reserve Board
and required to file periodic reports regarding its operations and any
additional information that the Federal Reserve Board may require.
The BHCA generally limits the activities of a bank holding company to
banking, managing or controlling banks, furnishing services to or
performing services for its subsidiaries and engaging in any other
activities that the Federal Reserve Board has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident to those activities. In addition, the BHCA requires every bank
holding company to obtain the approval of the Federal Reserve Board prior
to acquiring substantially all the assets of any bank, acquiring direct or
indirect ownership or control of more than 5% of the voting shares of a
bank or merging or consolidating with another bank holding company.
GLB Act. In November, 1999 the Gramm-Leech Bliley Act of 1999 (GLB Act)
went into effect making substantial revisions to statutory restrictions
separating banking activities from other financial activities. Under the
GLB Act, bank holding companies that are well-capitalized, well-managed
and have at least a satisfactory Community Reinvestment Act rating can
elect to become "financial holding companies." Financial holding companies
may engage in or acquire companies that engage in a broad range of
financial services which were previously not permitted, such as insurance
underwriting, securities underwriting and distribution. FCBC registered as
a financial holding company in 2000.
The GLB Act adopts a system of functional regulation under which the
Federal Reserve Board is designated as the umbrella regulator for
financial holding companies, but financial holding company affiliates are
principally regulated by functional regulators such as the FDIC for state
nonmember bank affiliates, the Securities Exchange Commission for
securities affiliates and state insurance regulators for insurance
affiliates. The GLB Act contains extensive provisions on a customer's
right to privacy of non-public personal information. Under these
provisions, a financial institution must provide to its customers the
institution's policies and procedures regarding the handling of customer's
non-public personal information. Except in certain cases, an institution
may not provide personal information to unaffiliated third parties unless
the institution discloses that such information may be disclosed and the
customer is given the opportunity to opt out of such disclosure. FCBC and
its subsidiaries are also subject to certain state laws that deal with the
use and distribution of non-public personal information.
Interstate Banking and Branching. Prior to enactment of the Interstate
Banking and branch Efficiency Act of 1995, neither FCBC nor its
subsidiaries could acquire banks outside Ohio, unless the laws of the
state in which the target bank was located specifically authorized the
transaction. The Interstate Banking and Branch Efficiency Act has eased
restrictions on interstate expansion and consolidation of banking
operations by, among other things: (i) permitting interstate bank
acquisitions regardless of host state laws, (ii) permitting interstate
merger of banks unless specific stats have opted out of this provision and
(iii) permitting banks to establish new branches outside the state
provided the law of the host state specifically allows interstate bank
branching.
5
Federal Deposit Insurance Corporation (FDIC). The FDIC is an independent
federal agency which insures the deposits of federally-insured banks and
savings associations up to certain prescribed limits and safeguards the
safety and soundness of financial institutions. The deposits of FCBC's
bank subsidiaries are subject to the deposit insurance assessments of the
Bank insurance Fund of the FDIC. Under the FDIC's deposit insurance
assessment system, the assessment rate for any insured institution may
vary according to regulatory capital levels of the institution and other
factors such as supervisory evaluations.
The FDIC is authorized to prohibit any insured institution from engaging
in any activity that poses a serious threat to the insurance fund and may
initiate enforcement actions against banks, after first giving the
institution's primary regulatory authority an opportunity to take such
action. The FDIC may also terminate the deposit insurance of any
institution that has engaged in or is engaging in unsafe or unsound
practices, is in an unsafe or unsound condition to continue operations or
has violated any applicable law, order or condition imposed by the FDIC.
Capital Guidelines. The Federal Reserve Board has adopted risk-based
capital guidelines to evaluate the adequacy of capital of bank holding
companies and state member banks. The guidelines involve a process of
assigning various risk weights to different classes of assets, then
evaluating the sum of the risk-weighted balance sheet structure against
the holding company's capital base. Failure to meet capital guidelines
could subject a banking institution to various penalties, including
termination of FDIC deposit insurance. Both FCBC and its subsidiary Banks
had risk-based capital ratios above "well capitalized" requirements at
December 31, 2002.
Community Reinvestment Act. The Community Reinvestment Act requires
depository institutions to assist in meeting the credit needs of their
market areas, including low and moderate-income areas, consistent with
safe and sound banking practice. Under this Act, each institution is
required to adopt a statement for each of its marketing areas describing
the depositary institution's efforts to assist in its community's credit
needs. Depositary institutions are periodically examined for compliance
and assigned ratings. Banking regulators consider these ratings when
considering approval of a proposed transaction by an institution.
USA Patriot Act of 2001. Further regulations may arise from the events of
September 11, 2001, such as the USA Patriot Act of 2001 which grants law
enforcement officials greater powers over financial institutions to combat
money laundering and terrorist access to the financial system in our
country. The USA Patriot Act requires that the Corporation, upon request
from the appropriate federal banking agency, provide records related to
anti-money laundering, perform due diligence for private banking and
correspondent accounts, establish standards for verifying customer
identity and perform other related duties.
Regulation of Bank Subsidiaries
In addition to regulation of FCBC, FCBC's banking subsidiaries are subject
to federal regulation regarding such matters as reserves, limitations on
the nature and amount of loans and investments, issuance or retirement of
their own securities, limitations on the payment of dividends and other
aspects of banking operations.
As Ohio chartered banks, all three of FCBC's banking subsidiaries,
Citizens, Castalia and Farmers, are supervised and regulated by the State
of Ohio Department of Commerce, Division of Financial Institutions. In
addition, Citizens and Castalia are members of the Federal Reserve System.
All three banks are subject to periodic examinations by the State of Ohio
Department of Commerce, Division of Financial Institutions and Citizens
and Castalia are additionally subject to periodic examinations by the
Federal Reserve Board. These examinations are designed primarily for the
protection of the depositors of the banks and not for their shareholders.
In addition, Mr. Money is supervised and regulated by, and is subject to
periodic examinations by, the State of Ohio Department of Commerce,
Division of Financial Institutions.
The deposits of Citizens, Castalia and Farmers are insured by the Bank
Insurance Fund of the FDIC, and all three entities are subject to the
Federal Deposit Insurance Act. Farmers is subject to periodic examinations
by the FDIC. Pursuant to the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, a subsidiary of a financial holding company may
be required to reimburse the FDIC for any loss incurred due to the default
of another FDIC insured subsidiary of the financial holding company or for
FDIC assistance provided to such a subsidiary in danger of default.
Effects of Government Monetary Policy
6
The earnings of the Banks are affected by general and local economic
conditions and by the policies of various governmental regulatory
authorities. In particular, the Federal Reserve Board regulates money and
credit conditions and interest rates to influence general economic
conditions, primarily through open market acquisitions or dispositions of
United States Government securities, varying the discount rate on member
bank borrowings and setting reserve requirements against member and
nonmember bank deposits. Federal Reserve Board monetary policies have had
a significant effect on the interest income and interest expense of
commercial banks, including the Banks, and are expected to continue to do
so in the future.
Future Regulatory Uncertainty
Federal regulation of financial institutions changes regularly and is the
subject of constant legislative debate. As a result, FCBC cannot forecast
how federal regulation of financial institutions may change in the future
or its impact on FCBC's operations.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales
The Corporation does not have any offices located in a foreign country,
nor do they have any foreign assets, liabilities, or related income and
expense for the years presented.
(e) Statistical Information
The following section contains certain financial disclosures related to
the Registrant as required under the Securities and Exchange Commission's
Industry Guide 3, "Statistical Disclosures by Bank Holding Companies", or
a specific reference as to the location of the required disclosures in the
Registrant's 2002 Annual Report to Shareholders, portions of which are
incorporated in this Form 10-K by reference.
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY, INTEREST
RATES AND INTEREST DIFFERENTIAL
Average balance sheet information and the related analysis of net interest
income for the years ended December 31, 2002, 2001 and 2000 is included on pages
12 through 14 - "Distribution of Assets, Liabilities and Shareholders' Equity,
Interest Rates and Interest Differential" and "Changes in Interest Income and
Interest Expense Resulting from Changes in Volume and Changes in Rates", within
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Registrant's 2002 Annual Report to Shareholders and is
incorporated into this Item I by reference.
II. INVESTMENT PORTFOLIO
The following table sets forth the carrying amount of securities at December 31.
2002 2001 2000
---- ---- ----
(Dollars in thousands)
AVAILABLE FOR SALE (1)
U.S. Treasury securities and obligations
of U.S. Government corporations and agencies $ 102,780 $ 55,362 $ 48,029
Corporate bonds 2,475 4,618 5,413
Obligations of states and political subdivisions 41,458 38,551 43,919
Other securities, including mortgage-backed securities 8,455 9,699 13,146
----------- ----------- -----------
Total $ 155,168 $ 108,230 $ 110,507
=========== =========== ===========
HELD TO MATURITY (1)
Obligations of states and political subdivisions $ - $ 78 $ 155
Mortgage-backed securities 42 61 123
----------- ----------- -----------
Total $ 42 $ 139 $ 278
=========== =========== ===========
7
(1) The Corporation has no securities of an "issuer" where the aggregate
carrying value of such securities exceeded ten percent of shareholders'
equity.
8
The following tables set forth the maturities of securities at December 31, 2002
and the weighted average yields of such securities. Maturities are reported
based on stated maturities and do not reflect principal prepayment assumptions.
Maturing after one After five but
Within one year but within five years within ten years After ten years
--------------- --------------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
AVAILABLE FOR SALE (2)
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $ 45,073 4.00% $ 57,707 3.65% $ - -% $ - -%
Obligations of states and
political subdivisions (1) 9,035 4.25 25,669 4.23 5,420 4.51 1,334 3.85
Corporate bonds 1,955 4.46 520 7.41 - - - -
Other securities, including
mortgage-backed securities 1,891 3.88 2,868 5.52 3,044 4.37 607 -
-------- -------- ------- -------
Total $ 57,954 4.05% $ 86,764 3.91% $ 8,464 4.46% $ 1,941 2.65%
======== ===== ======== ===== ======= ===== ======= ====
(1) Weighted average yields on nontaxable obligations have been computed based
on actual yields stated on thee security.
(2) The weighted average yield has been computed using the historical
amortized cost for available-for-sale securities.
Maturing after one After five but
Within one year but within five years within ten years After ten years
--------------- --------------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
HELD TO MATURITY
Mortgage-backed securities - - 42 7.82 - - - -
------ ------ ------ ------
Total $ - $ 42 7.82% $ - $ -
====== ====== ===== ====== ======
III. LOAN PORTFOLIO
Types of Loans
The amounts of gross loans outstanding at December 31 are shown in the following
table according to types of loans.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(Dollars in thousands)
Commercial and agricultural $ 46,495 $ 26,708 $ 26,416 $ 26,077 $ 24,140
Commercial real estate 116,674 70,616 60,546 48,301 53,804
Residential real estate 210,931 204,496 217,344 178,876 173,789
Real estate construction 13,179 9,402 9,684 4,482 3,493
Consumer 30,278 23,100 29,509 28,106 27,490
Leases 1,302 435 590 392 589
Credit card and other 3,700 2,315 2,979 3,576 1,426
------------ ------------- ------------ ------------ ------------
$ 422,559 $ 337,072 $ 347,068 $ 289,810 $ 284,731
============ ============= ============ ============ ============
9
Commercial loans are those made for commercial, industrial and professional
purposes to sole proprietorships, partnerships, corporations and other business
enterprises. Agricultural loans are for financing agricultural production,
including all costs associated with growing crops or raising livestock. These
loans may be secured, other than by real estate, or unsecured, requiring one
single repayment or on an installment repayment schedule. The loans involve
certain risks relating to changes in local and national economic conditions and
the resulting effect on the borrowing entities. Secured loans not collateralized
by real estate mortgages maintain a loan-to-value ratio ranging from 50% as in
the case of certain stocks, to 90% in the case of collateralizing with a savings
or time deposit account. Unsecured credit relies on the financial strength and
previous credit experience of the borrower and in many cases the financial
strength of the principals when such credit is extended to a corporation.
Commercial real estate mortgage loans are made predicated on security interest
in real property and secured wholly or substantially by that lien on real
property. Commercial real estate mortgage loans generally maintain a
loan-to-value ratio of 75%.
Residential real estate mortgage loans are made predicated on security interest
in real property and secured wholly or substantially by that lien on real
property. Such real estate mortgage loans are primarily loans secured by
one-to-four family real estate. Residential real estate mortgage loans generally
pose less risk to the Corporation due to the nature of the collateral being less
susceptible to sudden changes in value.
Real estate construction loans are for the construction of new buildings or
additions to existing buildings. Generally, these loans are secured by
one-to-four family real estate. The Corporation controls disbursements.
Consumer loans are made to individuals for household, family and other personal
expenditures. These include the purchase of vehicles, furniture, educational
expenses, medical expenses, taxes or vacation expenses. Consumer loans may be
secured, other than by real estate, or unsecured, generally requiring repayment
on an installment repayment schedule. Consumer loans pose a relatively higher
credit risk. This higher risk is moderated by the use of certain loan value
limits on secured credits and aggressive collection efforts. The collectibility
of consumer loans is influenced by local and national economic conditions.
Credit card loans are made as a convenience to existing customers of the
Corporation. All such loans are made on an unsecured basis. Lines over $5,000
require documentation on the financial strength of the borrower. As unsecured
credit, they pose the greatest credit risk to the Corporation.
Letters of credit represent extensions of credit granted in the normal course of
business, which are not reflected in the Corporation's consolidated financial
statements. As of December 31, 2002 and 2001, the Corporation was contingently
liable for $547,000 and $888,000 of letters of credit. In addition, the
Corporation had issued lines of credit to customers. Borrowings under such lines
of credit are usually for the working capital needs of the borrower. At December
31, 2002 and 2001, the Corporation had commitments to extend credit in the
aggregate amounts of approximately $67,852,000 and $43,833,000. Of these
amounts, $56,467,000 and $36,828,000 represented lines of credit and
construction loans, $6,127,000 and $7,005,000 represented credit card
commitments, and $5,258,000 and $0 represented overdraft protection commitments.
Such amounts represent the portion of total commitments that had not been used
by customers as of December 31, 2002 and 2001.
10
Maturities and Sensitivity of Loans to Changes in Interest Rates
The following table shows the amount of commercial and agricultural, commercial
real estate and real estate construction loans outstanding as of December 31,
2002, which, based on the contract terms for repayments of principal, are due in
the periods indicated. In addition, the amounts due after one year are
classified according to their sensitivity to changes in interest rates.
Maturing
-----------------------------------------------------------------
After one
Within but within After
one year five years five years Total
-------- ---------- ---------- -----
(Dollars in thousands)
Commercial and agricultural $ 16,417 $ 14,510 $ 15,568 $ 46,495
Commercial real estate 7,392 17,902 91,380 116,674
Real estate construction 4,026 1,660 7,493 13,179
------------ ------------- ------------ ------------
$ 27,835 $ 34,072 $ 114,441 $ 176,348
============ ============= ============ ============
Interest
Sensitivity
-----------------------------
Fixed Variable
rate rate
----- ------
(Dollars in thousands)
Due after one but within five years $ 12,786 $ 21,286
Due after five years 8,381 106,060
------------ -----------
$ 21,167 $ 127,346
============ ===========
The preceding maturity information is based on contract terms at December 31,
2002 and does not include any possible "rollover" at maturity date. In the
normal course of business, the Corporation considers and acts on the borrower's
request for renewal of loans at maturity. Evaluation of such requests includes a
review of the borrower's credit history, the collateral securing the loan and
the purpose for such request.
11
Risk Elements
The following table presents information concerning the amount of loans at
December 31 that contain certain risk elements.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(Dollars in thousands)
Loans accounted for on a nonaccrual basis (1) $ 3,468 $ 2,413 $ 1,368 $ 1,682 $ 1,693
Loans contractually past due 90 days or
more as to principal or interest payments (2) 2,414 2,818 558 834 1,235
Loans whose terms have been renegotiated to
provide a reduction or deferral of interest or
principal because of a deterioration in the
financial position of the borrower (3) 158 467 634 693 305
---------- ----------- --------- --------- ---------
Total $ 6,040 $ 5,698 $ 2,560 $ 3,209 $ 3,223
========== ========== ========= ========= =========
Impaired loans included in above totals $ 879 $ 1,973 $ 2,778 $ 994 $ 1,196
Impaired loans not included in above totals 5,120 1,592 2,374 3,166 2,963
---------- ---------- --------- --------- ---------
Total impaired loans $ 5,999 $ 3,565 $ 5,152 $ 4,160 $ 4,159
========== ========== ========= ========= =========
There are no loans as of December 31, 2002, other than those disclosed above,
where known information about possible credit problems of borrowers caused
management to have serious doubts as to the ability of such borrowers to comply
with the present loan repayment terms. There are no other interest-bearing
assets that would be required to be disclosed in the table above, if such assets
were loans as of December 31, 2002.
(1) Loans are placed on nonaccrual status when doubt exists as to the
collectibility of the loan, including any accrued interest. With a few
immaterial exceptions, commercial and agricultural, commercial real
estate, residential real estate and construction loans past due 90 days
are placed on nonaccrual unless they are well collateralized and in the
process of collection. Generally, consumer loans are charged-off within 30
days after becoming past due 90 days unless they are well collateralized
and in the process of collection. Credit card loans are charged-off before
reaching 120 days of delinquency. Once a loan is placed on nonaccrual,
interest is then recognized on a cash basis where future collections of
principal is probable.
(2) Excludes loans accounted for on a nonaccrual basis.
(3) Excludes loans accounted for on a nonaccrual basis and loans contractually
past due ninety days or more as to principal or interest payments.
Interest income recognition associated with impaired loans was as follows.
(Dollars in thousands)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Interest income on impaired loans, including
interest income recognized on a cash basis $ 346 $ 184 $ 344 $ 320 $ 273
========== =========== ========== ========= ==========
Interest income on impaired loans recognized on
a cash basis $ 346 $ 184 $ 344 $ 320 $ 273
========== =========== ========== ========= ==========
There were no foreign outstandings for any period presented.
No concentrations of loans exceeded 10% of total loans.
12
IV. SUMMARY OF LOAN LOSS EXPERIENCE
Analysis of the Allowance for Loan Losses
The following table shows the daily average loan balances and changes in the
allowance for loan losses for the years indicated.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(Dollars in thousands)
Daily average amount of loans,
net of unearned income $ 431,243 $ 346,696 $ 314,071 $ 284,080 $ 288,108
============ ============= ============= ============= ==============
Allowance for possible loan
losses at beginning of year $ 4,865 $ 4,107 $ 4,274 $ 4,567 $ 4,707
Loan charge-offs:
Commercial and agricultural and
commercial real estate 382 987 612 63 134
Real estate mortgage 222 29 166 95 40
Real estate construction - - - - -
Consumer 877 392 447 581 490
Leases - - - - -
Credit card and other 36 52 46 49 61
------------ ------------- ------------- ------------- --------------
1,517 1,460 1,271 788 725
Recoveries of loans previously
Charged-off:
Commercial and agricultural and
commercial real estate 75 249 75 29 32
Real estate mortgage 50 68 57 13 31
Real estate construction - - - - -
Consumer 230 52 148 170 133
Leases - 21 - - -
Credit card and other 18 25 17 17 27
------------ ------------- ------------- ------------- --------------
373 415 297 229 223
------------ ------------- ------------- ------------- --------------
Net charge-offs (1) (1,144) (1,045) (974) (559) (502)
Balance from acquisition 1,426 - - - -
Provision for loan losses (2) 1,178 1,803 807 266 362
------------ ------------- ------------- ------------- --------------
Allowance for loan losses
at end of year $ 6,325 $ 4,865 $ 4,107 $ 4,274 $ 4,567
============ ============= ============= ============= ==============
Allowance for loan losses
as a percent of loans
at year-end 1.50% 1.45% 1.19% 1.48% 1.60%
======== ======= ======== ======== =======
Ratio of net charge-offs during
the year to average loans
outstanding .27% .30% .31% .20% .17%
======== ======= ======== ======== =======
(1) The amount of net charge-offs fluctuates from year to year due to factors
relating to the condition of the general economy and specific business
segments.
(2) The determination of the balance of the allowance for loan losses is based
on an analysis of the loan portfolio and reflects an amount that, in
management's judgment, is adequate to provide for probable incurred loan
losses. Such analysis is based on a review of specific loans, the
character of the loan portfolio, current economic conditions, past loan
loss experience and such other factors as management believes require
current recognition in estimating probable incurred loan losses.
13
Allocation of Allowance for Loan Losses
The following table allocates the allowance for loan losses at December 31 to
each loan category. The allowance has been allocated according to the amount
deemed to be reasonably necessary to provide for the probable losses estimated
to be incurred within the following categories of loans at the dates indicated.
2002 2001
---- ----
Percentage Percentage
of loans to of loans to
(Dollars in thousands) Allowance total loans Allowance total loans
--------- ----------- --------- -----------
Commercial and agricultural $ 803 11.0% $ 223 7.9%
Commercial real estate 1,455 27.6 1,116 21.0
Real estate mortgage 1,392 49.9 1,313 60.8
Real estate construction 51 3.1 17 2.8
Consumer 415 7.2 347 6.9
Credit card and other 14 0.9 7 0.5
Leases 3 0.3 46 0.1
Unallocated 2,192 - 1,796 -
----------- -------- ----------- -------
$ 6,325 100.0% $ 4,865 100.0%
=========== ======== =========== =======
2000 1999
---- ----
Percentage Percentage
of loans to of loans to
Allowance total loans Allowance total loans
--------- ----------- --------- -----------
Commercial and agricultural $ 316 7.8% $ 531 9.0%
Commercial real estate 969 17.4 152 16.7
Real estate mortgage 1,439 62.6 1,447 61.7
Real estate construction 12 2.8 - -
Consumer 327 8.5 544 1.6
Credit card and other 8 0.8 12 9.7
Leases - 0.1 23 1.2
Unallocated 1,036 - 1,565 0.1
----------- ----------- ----------- -------
$ 4,107 100.0% $ 4,274 100.0%
=========== ======== =========== =======
1998
----
Percentage
of loans to
Allowance total loans
--------- -----------
Commercial and agricultural and commercial
real estate $ 932 27.4%
Real estate mortgage 1,202 61.0
Real estate construction - 1.2
Consumer 784 9.7
Credit card and other 22 0.5
Leases 24 0.2
Unallocated 1,603 -
----------- --------
$ 4,567 100.0%
=========== ========
The Corporation started classifying loans differently in 1999 and did not
restate 1998 due to information not being available.
14
Deposits
The average daily amount of deposits (all in domestic offices) and average rates
paid on such deposits is summarized for the years indicated.
2002 2001 2000
------------------------- -------------------------- --------------------------
Average Average Average Average Average Average
balance rate paid balance rate paid balance rate paid
------- --------- ------- --------- ------- ---------
(Dollars in thousands)
Noninterest-bearing
demand deposits $ 62,707 N/A $ 45,048 N/A $ 44,270 N/A
Interest-bearing demand
deposits 69,586 1.05% 56,769 1.47% 58,612 2.71%
Savings, including Money
Market deposit accounts 168,480 1.55 106,002 3.16 109,316 2.56
Certificates of deposit,
including IRAs 233,096 3.19 204,566 4.73 188,723 5.19
------------ ------------ ------------
$ 533,869 $ 412,385 $ 409,921
============ ============ ============
Maturities of certificates of deposits and individual retirement accounts of
$100,000 or more outstanding at December 31, 2002 are summarized as follows.
Individual
Certificates Retirement
of Deposits Accounts Total
------------ -------- -----
(Dollars in thousands)
3 months or less $ 13,772 $ 263 $ 14,035
Over 3 through 6 months 12,005 135 12,140
Over 6 through 12 months 9,473 340 9,813
Over 12 months 11,580 2,499 14,079
----------- ---------- -----------
$ 46,830 $ 3,237 $ 50,067
=========== ========== ===========
Return on Equity and Assets
Information required by this section is incorporated by reference to the
information appearing under the caption "Five-Year Selected Consolidated
Financial Data" located on page 1 and 2 of First Citizens Banc Corp's Annual
Report to Shareholders. The dividend payout ratio was 87.8% in 2002, 95.4% in
2001 and 89.2% in 2000.
Short-term Borrowings
See Note 10 to the consolidated financial statements (located at page 39 of the
Annual Report to Shareholders) and "Distribution of Assets, Liabilities and
Shareholders' Equity, Interest Rates and Interest Differential" (located at
pages 12 and 13 of the Annual Report to Shareholders) for the statistical
disclosures for short-term borrowings for 2002, 2001 and 2000.
15
ITEM 2. PROPERTIES
FCBC neither owns nor leases any properties. Citizens maintains its main office
at 100 East Water Street, Sandusky, Ohio, which is also the office of FCBC.
Citizens also operates three branch banking offices in Perkins Township
(Sandusky, Ohio), three branch banking offices in Norwalk, Ohio, branch banking
offices in the Ohio communities of Berlin Heights and Huron, and a loan
production office in Port Clinton, Ohio. Farmers maintains its main office at
102 South Kibler Street, New Washington, Ohio. Farmers also owns and operates a
branch banking office in the Ohio communities of Willard, Chatfield, Tiro,
Richwood and Green Camp. Castalia owns its main office located at 208 South
Washington Street, Castalia, Ohio. SCC owns its processing center located at
1845 Superior Street, Sandusky, Ohio. Reynolds leases offices in downtown
Sandusky, Ohio. Mr. Money leases two properties, one in downtown Sandusky and
the other in downtown Norwalk, Ohio.
FCBC has three wholly-owned subsidiary banks, a wholly-owned item processing
company subsidiary, a wholly owned finance company, a wholly-owned real estate
appraisal company subsidiary, a wholly owned title insurance agency, a wholly
owned insurance agency and a wholly owned statutory trust.
ITEM 3. LEGAL PROCEEDINGS
The Corporation's management is aware of no pending or threatened litigation in
which the Corporation faces potential loss or exposure that will materially
affect the consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders through the solicitation of proxies
or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this section is incorporated by reference to the
information appearing under the caption "Common Stock and Stockholder Matters"
located on page 3 of First Citizens Banc Corp's Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this section is incorporated by reference to the
information appearing under the caption "Five-Year Selected Consolidated
Financial Data" located on page 1 and 2 of First Citizens Banc Corp's Annual
Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION - AS OF DECEMBER 31, 2002 AND DECEMBER 31, 2001
AND FOR THE YEARS ENDING DECEMBER 31, 2002, 2001 AND 2000
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appears on pages 5 through 16 of First Citizens Banc Corp's 2002
Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures About Market Risk is incorporated
herein by reference to pages 16 through 18 of First Citizens Banc Corp's 2002
Annual Report to Shareholders.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
First Citizens Banc Corp's Report of Independent Auditors and Consolidated
Financial Statements and accompanying notes are listed below and are
incorporated herein by reference to First Citizens Banc Corp's 2002 Annual
Report to Shareholders (Exhibit 13, pages 19 through 49). The supplementary
financial information specified by Item 302 of Regulation S-K, selected
quarterly financial data, is included in Note 21 - "Quarterly Financial Data
(Unaudited)" to the consolidated financial statements found on page 49.
Report of Independent Auditors
Consolidated Balance Sheets
December 31, 2002 and 2001
Consolidated Statements of Income
For the three years ended December 31, 2002
Consolidated Statements of Changes in Shareholders' Equity
For the three years ended December 31, 2002
Consolidated Statements of Cash Flows
For the three years ended December 31, 2002
Notes to Consolidated Financial Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Corporation has had no disagreements with the independent accountants on
matters of accounting principles or financial statement disclosure required to
be reported under this item.
PART III
Information relating to the following items are included in First Citizens Banc
Corp's Proxy statement and Notice of Annual Meeting of Shareholders to be held
Tuesday, April 15, 2003, ("2002 Proxy Statement") dated March 14, 2003, filed
with the Commission on Form DEF 14-A, pursuant to Section 14(A) of the
Securities Exchange Act of 1934 and is incorporated by reference into this Form
10-K Annual Report (Exhibit 22).
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
ITEM 14. CONTROLS AND PROCEDURES DISCLOSURES
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
17
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.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS A PART OF THE REPORT
1 FINANCIAL STATEMENTS. The following financial statements, together with
the applicable report of independent auditors, can be located under Item 8
of this Form 10-K.
2 FINANCIAL STATEMENT SCHEDULES. All schedules are omitted because they are
not applicable or the required information is shown in the financial
statements or notes thereto.
3 EXHIBITS
(2) Agreement and Plan of Merger dated as of November 1, 2001 between
First Citizens Banc Corp and Independent Community Banc Corp.
(filed as Exhibit 2 to the Registration Statement on Form S-4
filed on December 14, 2001 and incorporated herein by
reference.)
(3)(i) Articles of Incorporation, as amended, of First Citizens Banc Corp
are incorporated by reference to First Citizens Banc Corp's Form
10-K for the year ended December 31, 2000, filed on March 24,
2001.
(3)(ii) Code of Regulations of First Citizens Banc Corp is incorporated by
reference to First Citizens Banc Corp's Form 10-K for the year
ended December 31, 2000, filed on March 24, 2001.
(4) Certificate for Registrant's Common Stock is incorporated by
reference to First Citizens Banc Corp's Form 10-K for the year
ended December 31, 2000, filed on March 24, 2001.
(11) Statement regarding earnings per share is included in Note 1 to
the Consolidated Financial Statements and can be located under
Item 8 and filed as Exhibit 13 of this Form 10-K.
(13) First Citizens Banc Corp 2002 Annual Report to Shareholders.
(22) Proxy Statement, dated March 14, 2003 and filed on March 17, 2003,
is incorporated by reference.
(23) Consent of Independent Accountants
(99) Safe Harbor under private Securities Litigation Reform Act of 1995
is incorporated by reference to Exhibit 99 of First Citizens
Banc Corp's Annual Report for the year ended December 31,
1999, filed on March 24, 2000.
(99.1) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.2) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(B) REPORTS ON FORM 8-K. There were no reports filed on Form 8-K for the
quarter ended December 31, 2002.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Registrant) First Citizens Banc Corp
---------------------------------------------------------------
By /s/ David A. Voight
-----------------------------------------------------------------------------
David A. Voight, President (Principal Executive Officer)
By /s/ Todd A. Michel
-----------------------------------------------------------------------------
Todd A. Michel, Senior Vice President (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on March 31, 2003 by the following persons (including a majority
of the Board of Directors of the Registrant) in the capacities indicated:
/s/ Robert L. Ransom /s/ David A. Voight
- ------------------------------------------ ---------------------------------------
Robert L. Ransom David A. Voight
Director President and CEO, Director
/s/ John L. Bacon /s/ Dean S. Lucal
- ------------------------------------------ ---------------------------------------
John L. Bacon Dean S. Lucal
Director Director
/s/ Robert L. Bordner /s/ W. Patrick Murray
- ------------------------------------------ ---------------------------------------
Robert L. Bordner W. Patrick Murray
Director Director
/s/ Mary Lee G. Close /s/ George L. Mylander
- ------------------------------------------ ---------------------------------------
Mary Lee G. Close George L. Mylander
Director Director
/s/ Blythe A. Friedley /s/ Paul H. Pheiffer
- ------------------------------------------ ---------------------------------------
Blythe A. Friedley Paul H. Pheiffer
Director Director
/s/ Richard B. Fuller /s/ Leslie D. Stoneham
- ------------------------------------------ ---------------------------------------
Richard B. Fuller Leslie D. Stoneham
Director Director
/s/ H. Lowell Hoffman, M.D. /s/Daniel J. White
- ------------------------------------------ ---------------------------------------
H. Lowell Hoffman, M.D. Daniel J. White
Director Director
Certification of Principal Executive Officer
19
CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K
I, David A. Voight, certify that:
1) I have reviewed this annual report on Form 10-K of First Citizens
Banc Corp;
2) Based on my knowledge, this annual 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 annual report;
3) Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date");
and
c) presented in this annual 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 annual 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, Chief Executive Officer Date: March 31, 2003
----------------------------------------------- -----------------
20
Certification of Principal Financial Officer
CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K
I, Todd A. Michel, certify that:
1) I have reviewed this annual report on Form 10-K of First Citizens
Banc Corp;
2) Based on my knowledge, this annual 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 annual report;
3) Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date");
and
c) presented in this annual 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 annual 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, Chief Financial Officer Date: March 31, 2003
----------------------------------------------- -----------------
21
First Citizens Banc Corp
Index to Exhibits
Form 10-K
Exhibit Number Description
-------------- -----------
13 First Citizens Banc Corp 2002 Annual Report to Shareholders
23 Consent of Independent Accountants
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
22