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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 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 (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 (as
defined in Rule 12b-2 of the Act). 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, 2003 was
$107,478,238.
As of January 31, 2004, there were 5,033,203 shares of no par value common
shares issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Annual Report to Shareholders for fiscal year ended
December 31, 2003 are incorporated by reference into Parts I, II and IV of this
Form 10-K. Portions of the registrant's Proxy Statement, dated to be filed
pursuant to Regulation 14A of the Securities Exchange Act prior to April 29,
2004, 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, Related Shareholder Matters and Issuer
Purchases of Equity Securities............................................... 16
Item 6. Selected Financial Data...................................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.................................................... 16
Item 7(a) 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
Item 9(a) Controls and Procedures...................................................... 17
Item 9(b) Changes in Internal Control over Financial Reporting......................... 17
PART III
Item 10. Directors and Executive Officers of the Registrant........................... 18
Item 11. Executive Compensation....................................................... 18
Item 12. Security Ownership of Certain Beneficial Owners and Management............... 18
Item 13. Certain Relationships and Related Transactions............................... 18
Item 14. Principal Accounting Fees and Services....................................... 18
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............. 18
Signatures............................................................................. 20
Certifications......................................................................... 21
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-Leach-Bliley Act of 2000, as amended.
The Corporation's office is located at 100 East Water Street, Sandusky,
Ohio. The Corporation had total consolidated assets of $636,423 at
December 31, 2003. 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, one branch banking office in Castalia, Ohio, and one Loan
Production office in Port Clinton, Ohio. As part of the acquisition,
which was completed in April 2002, of Independent Community Banc Corp.
(ICBC) and its subsidiary, The Citizens National Bank of Norwalk, which
was merged into Citizens in 2002, Citizens now provides trust services.
This subsidiary accounts for 77.8% of the Corporation's consolidated
assets at December 31, 2003.
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 Crestline, Ohio,
Willard, Ohio and the Ohio Villages of Chatfield, Tiro, Richwood and
Green Camp. Farmers also has a loan production office in Marion, Ohio.
Farmers accounts for 19.4% of the Corporation's consolidated assets at
December 31, 2003.
SCC RESOURCES INC. (SCC) is 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, 2003.
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, 2003.
MR. MONEY FINANCE COMPANY (Mr. Money) was formed in year 2000 under the
laws of the State of Ohio, 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 Mansfield, Ohio. Loans for Mr. Money come from direct consumer
lending to customers and loans from third party home improvement
vendors. Mr. Money accounts for 2.3% of the Corporation's consolidated
assets as of December 31, 2003.
FIRST CITIZENS TITLE INSURANCE AGENCY INC. (Title Agency) was formed in
2001 to provide customers with a seamless mortgage product with
improved service. Assets of the Title Agency are not significant as of
December 31, 2003.
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FIRST CITIZENS INSURANCE AGENCY INC. (Insurance Agency) was also formed
in 2001 to allow the Corporation to participate in commission revenue
generated through its third party insurance agreement. Assets of the
Insurance Agency are not significant as of December 31, 2003.
WATER STREET PROPERTIES (Water St.) was formed to hold properties
repossessed by FCBC subsidiaries. Assets of Water St. are not
significant as of December 31, 2003.
(b) Financial Information About Industry Segments
FCBC is a financial holding company. Through the two 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. Financial information regarding the Corporation is
included herein under Item 8 of this Form 10-K and statistical
information regarding the Corporation is located under Item 1 of this
Form 10-K, and each is incorporated into this Section by reference.
(c) Narrative Description of Business
General
The Corporation's primary business is incidental to the two subsidiary
banks. Citizens and Farmers, located in Erie, Crawford, Huron, Union,
Marion, Richland, and Ottawa Counties, Ohio, conduct a general banking
business that involves collecting customer deposits, making loans and
purchasing securities. With the acquisition of ICBC and its subsidiary
bank, which was merged with and into Citizens, Citizens now provides
trust services.
Interest and fees on loans accounted for 68% of total revenue for 2003,
69% of total revenue for 2002, and 70% of total revenue in 2001. The
primary focus of lending was real estate mortgages, but has now moved
towards commercial loan products. Residential real estate mortgages
comprised 44% of the total loan portfolio in 2003, 50% of the total
loan portfolio in 2002, and 61% of the total loan portfolio in 2001.
Commercial and agricultural loans comprised 11% of the total loan
portfolio in both 2003 and 2002, and 8% in 2001, while commercial real
estate loans comprised 34% in 2003, 28% in 2002, and 21% in 2001.
Citizens' and Farmers' 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
The primary market area for Citizens and Farmers is Erie, Huron and
Crawford counties. A secondary market includes portions of Union,
Marion, Richland, and Ottawa counties. Citizens and Farmers were
operated as independent commercial banks in their respective market
area. 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.
4
Employees
FCBC has no employees. The subsidiary companies employ approximately
263 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.
Privacy Provisions of GLB Act. Under the GLB act, federal banking
regulators adopted rules that limit the ability of banks and other
financial institutions to disclose non-public information about
consumers to non-affiliated third parties. These rules contain
extensive provisions on a customer's right to privacy of 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. The
privacy provisions of the GLB Act affect how consumer information is
conveyed to outside vendors. 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 states 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.
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
5
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, 2003.
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.
Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 contains
important new requirements for public companies in the area of
financial disclosure and corporate governance. In accordance with
section 302(a) of the Sarbanes-Oxley Act, written certifications by
FCBC's Chief Executive Officer and Chief Financial Officer are
required. These certifications attest that FCBC's quarterly and annual
reports filed with the SEC do not contain any untrue statement of a
material fact. See Item 9(a) "Controls and Procedures" of this form
10-K for FCBC's evaluation of its disclosure controls and procedures.
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, both of FCBC's banking subsidiaries, Citizens
and Farmers, are supervised and regulated by the State of Ohio
Department of Commerce, Division of Financial Institutions. In
addition, Citizens is a member of the Federal Reserve System. Both
banks are subject to periodic examinations by the State of Ohio
Department of Commerce, Division of Financial Institutions and Citizens
is 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 and Farmers are insured by the Bank Insurance
Fund of the FDIC, and both 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
6
for FDIC assistance provided to such a subsidiary in danger of default.
"Default" means generally the appointment of a conservator or receiver.
"In danger of default" means generally the existence of certain
conditions indicating that a default is likely to occur in the absence.
Effects of Government Monetary Policy
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 the impact that any such regulatory changes would have on
the financial condition or results of operations of FCBC or any of its
subsidiaries.
(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) Available Information
FCBC's Internet address is www.fcza.com The Corporation will provide a
copy of FCBC's annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act to
shareholders upon request. Materials that FCBC files with the SEC may
be read and copied at the SEC's Public Reference Room at 450 Fifth
Street, NW, Washington, D.C. 20459. This information may also be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an Internet website that contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC at www.sec.gov.
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
2003 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, 2003, 2002 and 2001 is included on pages
14 through 16 - "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 2003 Annual Report to Shareholders and is
incorporated into this Item I by reference.
7
II. INVESTMENT PORTFOLIO
The following table sets forth the carrying amount of securities at December 31.
2003 2002 2001
-------- -------- --------
(Dollars in thousands)
AVAILABLE FOR SALE (1)
U.S. Treasury securities and obligations
of U.S. Government corporations and agencies $ 64,333 $102,780 $ 55,362
Corporate bonds 1,030 2,475 4,618
Obligations of states and political subdivisions 35,036 41,458 38,551
Mortgage-backed securities 8,426 7,803 9,243
-------- -------- --------
Total debt securities 108,825 154,516 107,774
Equity securities 683 652 456
-------- -------- --------
Total $109,508 $155,168 $108,230
======== ======== ========
HELD TO MATURITY (1)
Obligations of states and political subdivisions $ - $ - $ 78
Mortgage-backed securities 14 42 61
-------- -------- --------
Total $ 14 $ 42 $ 139
======== ======== ========
(1) The Corporation has no securities of an "issuer" where the aggregate
carrying value of such securities exceeded ten percent of shareholders' equity.
The following tables set forth the maturities of securities at December 31, 2003
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 $52,972 3.17% $11,361 3.44% $ - -% $ - -%
Obligations of states and
political subdivisions (1) 9,309 3.95 19,995 4.20 4,425 3.87 1,307 3.80
Corporate bonds 501 7.41 529 2.00 - - - -
Mortgage-backed securities 125 4.63 1,896 5.16 6,405 3.75
Equity securities - - - - - - 683 -
------- ------- ------- -------
Total $62,907 3.32% $33,781 3.96% $10,830 3.80% $ 1,990 2.50%
======= ======= ======= =======
(1) Weighted average yields on nontaxable obligations have been computed based
on actual yields stated on the security.
(2) The weighted average yield has been computed using the historical amortized
cost for available-for-sale securities.
8
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)
HELD TO MATURITY
Mortgage-backed securities $ - - $ 14 6.84% $ - - $ - -
======= ======= ======= =======
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.
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
(Dollars in thousands)
Commercial and agricultural $ 51,146 $ 46,495 $ 26,708 $ 26,416 $ 26,077
Commercial real estate 158,125 116,674 70,616 60,546 48,301
Residential real estate 205,635 210,931 204,496 217,344 178,876
Real estate construction 22,708 13,179 9,402 9,684 4,482
Consumer 24,765 30,278 23,100 29,509 28,106
Leases 2,293 1,302 435 590 392
Credit card and other 4,977 3,700 2,315 2,979 3,576
-------- -------- -------- -------- --------
$469,649 $422,559 $337,072 $347,068 $289,810
======== ======== ======== ======== ========
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.
Commercial and Agricultural 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 100%
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 having a security
interest in real property and are 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 in
connection with construction loans.
9
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.
Lease loans are made for commercial, industrial and professional purposes. These
loans are made to sole proprietorships, partnerships, corporations, and other
business enterprises.
The Corporation no longer makes credit card loans to its customers. In October
2003, Citizens sold its credit card portfolio to a third party provider. Through
this provider, we can now offer a choice of cards and features, as well as
improved service to our customers.
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, 2003 and 2002, the Corporation was contingently
liable for $3,447,000 and $547,000 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, 2003 and 2002, the Corporation had commitments to extend credit in the
aggregate amounts of approximately $57,813,000 and $67,852,000. Of these
amounts, $51,155,000 and $56,467,000 represented lines of credit and
construction loans, $0 and $6,127,000 represented credit card commitments, and
$6,658,000 and $5,258,000 represented overdraft protection commitments. Such
amounts represent the portion of total commitments that had not been used by
customers as of December 31, 2003 and 2002.
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,
2003, 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 $ 22,523 $ 11,064 $ 17,559 $ 51,146
Commercial real estate 8,426 18,230 131,469 158,125
Real estate construction 3,607 3,609 15,492 22,708
---------- ---------- ---------- ----------
$ 34,556 $ 32,903 $ 164,520 $ 231,979
========== ========== ========== ==========
Interest
Sensitivity
-----------------------
Fixed Variable
rate rate
---------- ----------
(Dollars in thousands)
Due after one but within five years $ 8,355 $ 24,548
Due after five years 4,783 159,737
---------- ----------
$ 13,138 $ 184,285
========== ==========
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The preceding maturity information is based on contract terms at December 31,
2003 and does not include any possible "rollover" at maturity date. In the
normal course of business, the Corporation considers and acts on the borrowers'
requests 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.
Risk Elements
The following table presents information concerning the amount of loans at
December 31 that contain certain risk elements.
2003 2002 2001 2000 1999
------ ------ ------ ------ ------
(Dollars in thousands)
Loans accounted for on a nonaccrual basis (1) $3,204 $3,468 $2,413 $1,368 $1,682
Loans contractually past due 90 days or
more as to principal or interest payments (2) 3,206 2,414 2,818 558 834
Loans whose terms have been renegotiated to provide a reduction or deferral of
interest or principal because of deterioration in the
financial position of the borrower (3) 87 158 467 634 693
------ ------ ------ ------ ------
Total $6,497 $6,040 $5,698 $2,560 $3,209
====== ====== ====== ====== ======
Impaired loans included in above totals 420 879 1,973 2,778 994
Impaired loans not included in above totals 5,945 6,050 1,592 2,374 3,166
------ ------ ------ ------ ------
Total impaired loans $6,365 $6,929 $3,565 $5,152 $4,160
====== ====== ====== ====== ======
There are no loans as of December 31, 2003, 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, 2003.
(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.
11
Interest income recognition associated with impaired loans was as follows.
(Dollars in thousands)
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Interest income on impaired loans, including
interest income recognized on a cash basis $409 $346 $184 $344 $320
==== ==== ==== ==== ====
Interest income on impaired loans recognized on
a cash basis $409 $346 $184 $344 $320
==== ==== ==== ==== ====
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.
2003 2002 2001 2000 1999
--------- --------- --------- --------- ---------
(Dollars in thousands)
Daily average amount of loans
net of unearned income $ 445,205 $ 431,243 $ 346,696 $ 314,071 $ 284,080
========= ========= ========= ========= =========
Allowance for loan losses at
beginning of year $ 6,325 $ 4,865 $ 4,107 $ 4,274 $ 4,567
Loan charge-offs:
Commercial and agricultural and
commercial real estate 344 382 987 612 63
Real estate mortgage 873 222 29 166 95
Real estate construction - - - - -
Consumer 1,056 877 392 447 581
Leases - - - - -
Credit card and other 83 36 52 46 49
--------- --------- --------- --------- ---------
2,356 1,517 1,460 1,271 788
Recoveries of loans previously Charged-off:
Commercial and agricultural and
commercial real estate 37 75 249 75 29
Real estate mortgage 43 50 68 57 13
Real estate construction - - - - -
Consumer 290 230 52 148 170
Leases - - 21 - -
Credit card and other 25 18 25 17 17
--------- --------- --------- --------- ---------
395 373 415 297 229
--------- --------- --------- --------- ---------
Net charge-offs (1) (1,961) (1,144) (1,045) (974) (559)
Balance from acquisition - 1,426 - - -
Provision for loan losses (2) 1,944 1,178 1,803 807 266
--------- --------- --------- --------- ---------
Allowance for loan losses
at end of year $ 6,308 $ 6,325 $ 4,865 $ 4,107 $ 4,274
========= ========= ========= ========= =========
Allowance for loan losses as a percent
of loans at year-end 1.34% 1.50% 1.45% 1.19% 1.48%
========= ========= ========= ========= =========
Ratio of net charge-offs during
the year to average loans
outstanding 0.44% 0.27% 0.30% 0.31% 0.20%
========= ========= ========= ========= =========
(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.
2003 2002
------------------------- -------------------------
Percentage Percentage
of loans to of loans to
(Dollars in thousands) Allowance total loans Allowance total loans
---------- ----------- ---------- -----------
Commercial and agricultural $ 1,153 10.9% $ 803 11.0%
Commercial real estate 1,946 33.7 1,455 27.6
Real estate mortgage 1,173 43.8 1,392 49.9
Real estate construction 87 4.8 51 3.1
Consumer 314 5.3 415 7.2
Credit card and other - 1.0 14 0.9
Leases 7 0.5 3 0.3
Unallocated 1,628 - 2,192 -
---------- ----------- ---------- -----------
$ 6,308 100.0% $ 6,325 100.0%
========== =========== ========== ===========
2001 2000
------------------------- -------------------------
Percentage Percentage
of loans to of loans to
Allowance total loans Allowance total loans
---------- ----------- ---------- -----------
Commercial and agricultural $ 223 7.9% $ 316 7.8%
Commercial real estate 1,116 21.0 969 17.4
Real estate mortgage 1,313 60.8 1,439 62.6
Real estate construction 17 2.8 12 2.8
Consumer 347 6.9 327 8.5
Credit card and other 7 0.5 8 0.8
Leases 46 0.1 - 0.1
Unallocated 1,796 - 1,036 -
---------- ----------- ---------- -----------
$ 4,865 100.0% $ 4,107 100.0%
========== =========== ========== ===========
1999
-------------------------
Percentage
of loans to
Allowance total loans
---------- -----------
Commercial and agricultural $ 531 9.0%
Commercial real estate 152 16.7
Real estate mortgage 1,447 61.7
Real estate construction - 1.6
Consumer 544 9.7
Credit card and other 12 1.2
Leases 23 0.1
Unallocated 1,565 -
---------- -----------
$ 4,274 100.0%
========== ===========
The allocation of the reserve is based on managements' estimation of the
allowance using information such as past loan loss experience, risks in the
nature and volume of the portfolio, economic conditions, and other factors.
Management believes that the allocations above are representative of its loan
portfolio.
14
Consumer loss allocation has declined due to several factors. The credit
quality of these loans has improved over the past few years due to the
tightening of underwriting standards. Also, based on its knowledge of the
consumer loan portfolio, management believes the charge-off rate experienced in
the last few years is not a trend but rather the impact of more relaxed
underwriting standards in the past. Management expects net consumer loan
charge-offs to decline considerably in 2004 and as a result allocated a lower
allowance to this portfolio.
Deposits
The average daily amount of deposits (all in domestic offices) and average rates
paid on such deposits is summarized for the years indicated.
2003 2002 2001
------------------- ------------------- -------------------
Average Average Average Average Average Average
balance rate paid balance rate paid balance rate paid
-------- --------- -------- --------- -------- ---------
(Dollars in thousands)
Noninterest-bearing
demand deposits $ 71,797 N/A $ 62,707 N/A $ 45,048 N/A
Interest-bearing demand
deposits 66,923 0.64% 69,586 1.05% 56,769 1.47%
Savings, including Money
Market deposit accounts 177,855 0.67% 168,480 1.55% 106,002 3.16%
Certificates of deposit,
including IRA's 214,226 2.72% 233,096 3.19% 204,566 4.73%
-------- -------- --------
$530,801 $533,869 $412,385
======== ======== ========
Maturities of certificates of deposits and individual retirement accounts of
$100,000 or more outstanding at December 31, 2003 are summarized as follows.
Individual
Certificates Retirement
of Deposits Accounts Total
------------ ---------- -------
(Dollars in thousands)
3 months or less $ 14,884 $ 207 $15,091
Over 3 through 6 months 8,011 348 8,359
Over 6 through 12 months 8,281 1,112 9,393
Over 12 months 10,826 1,647 12,473
------------ ---------- -------
$ 42,002 $ 3,314 $45,316
============ ========== =======
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 118.2% in 2003, 87.8% in
2002 and 95.4% in 2001.
Short-term Borrowings
See Note 10 to the consolidated financial statements (located at page 44 of the
Annual Report to Shareholders) and "Distribution of Assets, Liabilities and
Shareholders' Equity, Interest Rates and Interest Differential" (located at
pages 14 and 16 of the Annual Report to Shareholders) for the statistical
disclosures for short-term borrowings for 2003, 2002 and 2001.
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, Castalia, 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 Chatfield, Tiro, Richwood and
Green Camp. Farmers also leases two branch banking offices in the Ohio
communities of Willard and Crestline, as well as leasing a loan production
office in Marion, Ohio. SCC maintains its processing center located at 303
Howard Drive, Sandusky, Ohio. Reynolds and SCC lease offices at 303 Howard
Drive. Mr. Money leases two properties, one in Sandusky, Ohio and the other in
Mansfield, Ohio.
FCBC has two 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 property liquidation company.
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 SHAREHOLDER MATTERS
Information required by this section is incorporated by reference to the
information appearing under the caption "Common Stock and Shareholder 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" and "Five-Year Selected Ratios" 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, 2003 AND DECEMBER 31, 2002 AND FOR THE YEARS
ENDING DECEMBER 31, 2003, 2002 AND 2001
Information required by this section is incorporated by reference to the
information appearing under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" located on pages 5 through 19 of
First Citizens Banc Corp's 2003 Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures About Market Risk is incorporated
herein by reference to pages 19 through 21 of First Citizens Banc Corp's 2003
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 2003 Annual
Report to Shareholders (Exhibit 13, pages 23 through 58). 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 57.
Report of Independent Auditors
Consolidated Balance Sheets
December 31, 2003 and 2002
Consolidated Statements of Income
For each of the three years in the period ended December 31, 2003
Consolidated Statements of Changes in Shareholders' Equity
For each of the three years in the period ended December 31, 2003
Consolidated Statements of Cash Flows
For each of the three years in the period ended December 31, 2003
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.
ITEM 9(a). CONTROLS AND PROCEDURES DISCLOSURES
As of the end of the period covered by this annual 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
controls or in other factors that could significantly affect its internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 9(b). CHANGES IN INTERNAL CONTROLS
No changes in FCBC's internal control over financial reporting came to
management's attention that have materially affected, or are reasonably likely
to materially affect, FCBC's internal control over financial reporting.
17
PART III
Information relating to the Items 10, 11, 12, 13 and 14 are included in First
Citizens Banc Corp's Proxy Statement and Notice of Annual Meeting of
Shareholders to be held Tuesday, April 20, 2004, ("2003 Proxy Statement") dated
March 19, 2004, to be 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
The information contained under the captions "Election of Directors" and
"Executive Officers of the Corporation" of the 2004 Proxy Statement is
incorporated herein by reference in response to this item.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under the captions "Executive Compensation" of the
2004 Proxy Statement is incorporated by reference in response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the caption "Information Concerning Directors
and Nominees" of the 2004 Proxy Statement is incorporated by reference in
response to this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "Transactions with Directors,
Officers and Associates" of the 2004 Proxy Statement is incorporated by
reference in response to this item.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information contained under the caption "Principal Independent Accountants",
"Audit Fees", Audit-Related Fees", "Tax Fees", and "Other Fees" of the 2004
Proxy Statement filed with the Securities and Exchange Commission is
incorporated by reference in response to this item.
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:
Report of Independent Auditors
Consolidated Balance Sheets
December 31, 2003 and 2002
Consolidated Statements of Income
For the three years ended December 31, 2003
Consolidated Statements of Changes in Shareholder's Equity
For the three years ended December 31, 2003
Consolidated Statements of Cash Flows
For the three years ended December 31, 2003
18
Notes to Consolidated Financial Statements
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.)
3.1 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.
3.2 Amended 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.
4.1 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.
11.1 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.
13.1 First Citizens Banc Corp 2003 Annual Report to Shareholders.
14.1 FCBC's Code of Ethics (incorporated by reference to First Citizens
Banc Corp's 2003 Proxy statement for the year ended December 31, 2002,
filed on March 17, 2003.)
20.1 FCBC's Proxy Statement for its 2004 Annual Meeting (incorporated by
reference from the information contained in FCBC's 2004 Proxy
Statement).
21.1 Subsidiaries of FCBC (incorporated by reference from the information
contained in FCBC's 2003 Annual Report)
23.1 Consent of Independent Accountants.
24.1 Power of Attorney
99.1 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.
31.1 Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15-d-14(a) Certification of Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 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. On December 30, 2003, a Form 8-K was filed to announce
that earnings were down in 2003 compared to 2002, as well as some of the
steps being taken to try to improve profitability in the future. The two
main steps taken were to close two branch offices, which included a
reduction in work force, and to move the operations function to a central
location.
19
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 15, 2004 by the following persons (including a majority
of the Board of Directors of the Registrant) in the capacities indicated:
/s/ John L. Bacon /s/ David A. Voight
- -------------------------------- ---------------------------------
John L. Bacon David A. Voight
Director President and CEO, Director
/s/ Robert L. Bordner /s/ George L. Mylander
- -------------------------------- ---------------------------------
Robert L. Bordner George S. Mylander
Director Director
/s/ Mary Lee G. Close /s/ Allen R. Nickles, CPA, CFE
- -------------------------------- ---------------------------------
Mary Lee G. Close Allen R. Nickles, CPA, CFE
Director Director
/s/ Blythe A. Friedley /s/ Robert L. Ransom
- -------------------------------- ---------------------------------
Blythe A. Friedley Robert L. Ransom
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
/s/ W. Patrick Murray
- --------------------------------
W. Patrick Murray
Director
20
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------------------------------------------------------------------
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.)
3.1 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.
3.2 Amended 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.
4.1 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.
11.1 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.
13.1 First Citizens Banc Corp 2003 Annual Report to Shareholders.
14.1 FCBC's Code of Ethics (incorporated by reference to First Citizens
Banc Corp's 2003 Proxy statement for the year ended December 31,
2002, filed on March 17, 2003.)
20.1 FCBC's Proxy Statement for its 2004 Annual Meeting (incorporated by
reference from the information contained in FCBC's 2004 Proxy
Statement).
21.1 Subsidiaries of FCBC (incorporated by reference from the
information contained in FCBC's 2003 Annual Report)
23.1 Consent of Independent Accountants.
24.1 Power of Attorney
99.1 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.
31.1 Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15-d-14(a) Certification of Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.