##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2007
 o
    
    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 000-23277
 CITIZENS BANCORP/OR
  Oregon
(State of Incorporation)
    
    91-1841688
(I.R.S. Employer Identification Number)
 
 
 þ o
  o o þ
 o þ
  Class
    
    Outstanding as of April 27, 2007Common Stock, no par value
    
    4,670,966




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##### 



PageReferencePART I.  FINANCIAL INFORMATIONITEM 1.  FINANCIAL STATEMENTS  UNAUDITEDCondensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006
    
    
    1Condensed Consolidated Statements of Income for the three months ended March 31, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Changes in Shareholders Equity for the three months ended March 31, 2007 and 2006
    
    
    3Condensed Consolidated Statements of Cash Flows for three months ended March 31, 2007 and 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5  8ITEM 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9  13ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk
    
    
    14ITEM 4.  Controls and Procedures
    
    
    14PART II.  OTHER INFORMATIONITEM 1.  Legal Proceedings
    
    
    15ITEM 1A.  Risk Factors
    
    
    15ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15ITEM 3.  Defaults Upon Senior Securities
    
    
    15ITEM 4.  Submission of Matters to a Vote of Security Holders
    
    
    15ITEM 5.  Other Information
    
    
    15ITEM 6.  Exhibits
    
    
    15SIGNATURES
    
    
    16Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1
  
 
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsCash and due from banks
    
    $
    14,895
    
    
    $
    17,227Interest bearing deposits in banks
    
    
    4,901
    
    
    
    11,709Federal funds sold
    
    
    592
    
    
    
    9,340Securities available for sale
    
    
    47,369
    
    
    
    46,204Securities held to maturity (estimated fair value $6,017 and $5,542)
    
    
    5,936
    
    
    
    5,462Federal Home Loan Bank stock, at cost
    
    
    905
    
    
    
    905Loans held for sale
    
    
    37
    
    
    
    53Loans
    
    
    263,911
    
    
    
    253,027Allowance for credit losses
    
    
    2,915
    
    
    
    2,875Net loans
    
    
    260,996
    
    
    
    250,152Premises and equipment
    
    
    8,570
    
    
    
    8,439Accrued interest receivable
    
    
    2,256
    
    
    
    2,112Cash value of life insurance
    
    
    4,456
    
    
    
    4,416Other assets
    
    
    2,929
    
    
    
    3,010Total assets
    
    $
    353,842
    
    
    $
    359,029Liabilities and Shareholders EquityLiabilitiesDeposits:Demand, non-interest bearing
    
    $
    59,995
    
    
    $
    58,514Savings and interest-bearing demand
    
    
    173,135
    
    
    
    171,580Time
    
    
    41,222
    
    
    
    40,516Total deposits
    
    
    274,352
    
    
    
    270,610Short-term borrowings
    
    
    30,756
    
    
    
    37,489Accrued interest payable
    
    
    102
    
    
    
    100Other liabilities
    
    
    2,055
    
    
    
    4,306Total liabilities
    
    
    307,265
    
    
    
    312,505Commitments and Contingencies
    
    
    
    
    
    
    Shareholders EquityCommon stock (no par value); authorized 10,000,000 shares;
issued and outstanding: 2007 4,670,866 shares; 2006 4,733,644 shares
    
    
    28,722
    
    
    
    30,027Retained earnings
    
    
    17,917
    
    
    
    16,604Accumulated other comprehensive loss
    
    
    (62
    )
    
    
    (107
    )Total shareholders equity
    
    
    46,577
    
    
    
    46,524Total liabilities and shareholders equity
    
    $
    353,842
    
    
    $
    359,029
 See accompanying notes.
  1




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##### Table of Contents



Three Months EndedMarch 31,2007
    
    
    2006Interest Income:Loans
    
    $
    4,859
    
    
    $
    4,245Federal funds sold and deposits in banks
    
    
    190
    
    
    
    46Securities:Taxable
    
    
    642
    
    
    
    524Tax-exempt
    
    
    61
    
    
    
    79Other
    
    
    2
    
    
    
    2Total interest and dividend income
    
    
    5,754
    
    
    
    4,896Interest Expense:Deposits
    
    
    1,190
    
    
    
    762Borrowed funds
    
    
    12
    
    
    
    32Repurchase agreements
    
    
    280
    
    
    
    233Total interest expense
    
    
    1,482
    
    
    
    1,027Net Interest Income
    
    
    4,272
    
    
    
    3,869Provision for credit losses
    
    
    40
    
    
    
    48Net interest income after provision for credit losses
    
    
    4,232
    
    
    
    3,821Non-interest Income:Service charges on deposit accounts
    
    
    271
    
    
    
    332Earnings on life insurance policies
    
    
    40
    
    
    
    37Gain on sale of assets
    
    
    10
    
    
    
    Other
    
    
    283
    
    
    
    254Total non-interest income
    
    
    604
    
    
    
    623Non-interest Expense:Salaries and employee benefits
    
    
    1,878
    
    
    
    1,715Occupancy and equipment
    
    
    359
    
    
    
    355Other
    
    
    579
    
    
    
    473Total non-interest expense
    
    
    2,816
    
    
    
    2,543Income before income tax expense
    
    
    2,020
    
    
    
    1,901Income tax expense
    
    
    707
    
    
    
    650Net income
    
    $
    1,313
    
    
    $
    1,251Earnings per common share:Basic
    
    $
    0.27
    
    
    $
    0.26Diluted
    
    $
    0.27
    
    
    $
    0.26Weighted average number of common shares outstanding:Basic
    
    
    4,781
    
    
    
    4,732Diluted
    
    
    4,781
    
    
    
    4,824
 See accompanying notes.
  2




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##### Table of Contents



Three Months Ended March 31, 2007 and 2006Number ofCommonShares
    
    
    Comprehensive
    
    
    CommonStock
    
    
    Retained
    
    
    AccumulatedOtherComprehensive
    
    
    TotalShareholdersOutstanding
    
    
    Income
    
    
    Amount
    
    
    Earnings
    
    
    Income (Loss)
    
    
    EquityBalance, at December 31, 2005
    
    
    4,670,386
    
    
    
    
    
    
    $
    28,938
    
    
    $
    13,606
    
    
    $
    (248
    )
    
    $
    42,296COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    $
    1,251
    
    
    
    
    
    
    
    1,251
    
    
    
    
    
    
    
    1,251Other comprehensive income,
net of tax:Unrealized gain on securities
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    59Comprehensive Income
    
    
    
    
    
    $
    1,310Stock based compensation expense
recognized in earnings
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    22Issuance of common stock
under dividend reinvestment plan
    
    
    64,951
    
    
    
    
    
    
    
    1,127
    
    
    
    
    
    
    
    
    
    
    
    1,127Stock grants
    
    
    30
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock options exercised
    
    
    4,906
    
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    67Balance, at March 31, 2006
    
    
    4,740,273
    
    
    
    
    
    
    $
    30,155
    
    
    $
    14,857
    
    
    $
    (189
    )
    
    $
    44,823Balance, at December 31, 2006
    
    
    4,733,644
    
    
    
    
    
    
    $
    30,027
    
    
    $
    16,604
    
    
    $
    (107
    )
    
    $
    46,524COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    $
    1,313
    
    
    
    
    
    
    
    1,313
    
    
    
    
    
    
    
    1,313Other comprehensive income,
net of tax:Unrealized gain on securities
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    45Comprehensive Income
    
    
    
    
    
    $
    1,358Stock based compensation expense
recognized in earnings
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of common stock
under dividend reinvestment plan
    
    
    75,197
    
    
    
    
    
    
    
    1,189
    
    
    
    
    
    
    
    
    
    
    
    1,189Stock grants
    
    
    45
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock options exercised
    
    
    4,699
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59Income tax benefit from stock
options exercised
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Repurchase of common stock
    
    
    (142,719
    )
    
    
    
    
    
    
    (2,567
    )
    
    
    
    
    
    
    
    
    
    
    (2,567
    )Balance, at March 31, 2007
    
    
    4,670,866
    
    
    
    
    
    
    $
    28,722
    
    
    $
    17,917
    
    
    $
    (62
    )
    
    $
    46,577
 See accompanying notes.
  3




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Three Months EndedMarch 31,2007
    
    
    2006Net cash provided by operating activities
    
    $
    1,296
    
    
    $
    1,433Cash Flows from Investing Activities:Net (increase) decrease in interest bearing deposits in banks
    
    
    8,748
    
    
    
    (3,862
    )Net decrease in federal funds sold
    
    
    6,808
    
    
    
    435Activity in securities available for sale:Purchases
    
    
    (12,024
    )
    
    
    (1,995
    )Maturities
    
    
    11,000
    
    
    
    10,000Activitiy in securities held to maturity:Purchases
    
    
    (470
    )
    
    
    Increase in loans made to customers, net of principal collections
    
    
    (10,938
    )
    
    
    (2,910
    )Purchases of premises and equipment
    
    
    (259
    )
    
    
    (1,259
    )Other real estate sold
    
    
    270
    
    
    
    Net cash provided by investing activities
    
    
    3,135
    
    
    
    409Cash Flows from Financing Activities:Net increase (decrease) in deposits
    
    
    3,742
    
    
    
    (5,091
    )Net decrease in repurchase agreements and other borrowings
    
    
    (6,733
    )
    
    
    (1,132
    )Payment of dividends, net of dividends reinvested
    
    
    (1,272
    )
    
    
    (1,206
    )Exercise of stock options
    
    
    59
    
    
    
    67Repurchase of common stock
    
    
    (2,567
    )
    
    
    Tax benefit from options exercised
    
    
    8
    
    
    
    Net cash used in financing activities
    
    
    (6,763
    )
    
    
    (7,362
    )Net decrease in cash and due from banks
    
    
    (2,332
    )
    
    
    (5,520
    )Cash and Due from BanksBeginning of period
    
    
    17,227
    
    
    
    18,518End of period
    
    $
    14,895
    
    
    $
    12,998Supplemental Disclosure of Cash Flow InformationInterest paid
    
    $
    1,480
    
    
    $
    1,023Income taxes paid
    
    
    
    
    
    $
    100Supplemental Schedule of Non-cash Investing and Financing ActivitiesFair value adjustment of securities available for sale, net of tax
    
    $
    45
    
    
    $
    59Issuance of common stock through dividend reinvestment plan
    
    $
    1,189
    
    
    $
    1,127Stock grants
    
    $
    1
    
    
    $
    1
 See accompanying notes.
  4




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5




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##### Table of Contents



Weighted Average
    
    
    AggregateWeighted Average
    
    
    Remaining Contractual
    
    
    Intrinsic ValueNumber of Shares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (in thousands)Stock options outstanding, December 31, 2006
    
    
    128,884
    
    
    $
    14.40Granted
    
    
    
    
    
    
    Exercised
    
    
    (4,699
    )
    
    $
    12.52Forfeited
    
    
    (850
    )
    
    $
    18.50Stock options outstanding, March 31, 2007
    
    
    123,335
    
    
    $
    14.49
    
    
    
    5.91
    
    
    $
    448Stock options exercisable March 31, 2007
    
    
    106,234
    
    
    $
    13.98
    
    
    
    5.66
    
    
    $
    437
  Weighted Average
    
    
    AggregateWeighted Average
    
    
    Remaining Contractual
    
    
    Intrinsic ValueNumber of Shares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (in thousands)Stock options outstanding, December 31, 2005
    
    
    151,651
    
    
    $
    14.17Granted
    
    
    
    
    
    
    Exercised
    
    
    (4,906
    )
    
    $
    13.73Forfeited
    
    
    (720
    )
    
    $
    17.35Stock options outstanding, March 31, 2006
    
    
    146,025
    
    
    $
    14.17
    
    
    
    6.81
    
    
    $
    467Stock options exercisable March 31, 2006
    
    
    105,026
    
    
    $
    13.36
    
    
    
    6.27
    
    
    $
    409
     Three Months EndedMarch 31,2007
    
    
    2006Net income
    
    $
    1,313
    
    
    $
    1,251Weighted average shares outstanding  basic
    
    
    4,781
    
    
    
    4,732Basic earnings per common share
    
    $
    0.27
    
    
    $
    0.26Incremental shares arising from stock-based compensation
    
    
    
    
    
    
    92Weighted average shares outstanding  diluted
    
    
    4,781
    
    
    
    4,824Diluted earnings per common share
    
    $
    0.27
    
    
    $
    0.26
  6




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##### Table of Contents



Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements
    Community Banking 
  7




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##### Table of Contents



Mortgage Department
 Treasury Services
  Three months ended March 31, 2007Treasury
    
    
    Mortgage
    
    
    Community(Dollars in thousands)
    
    Services
    
    
    Department
    
    
    Banking
    
    
    ConsolidatedInterest income
    
    $
    935
    
    
    $
    105
    
    
    $
    4,714
    
    
    $
    5,754Interest expense
    
    
    86
    
    
    
    
    
    
    
    1,396
    
    
    
    1,482Net interest income
    
    
    849
    
    
    
    105
    
    
    
    3,318
    
    
    
    4,272Provision for credit losses
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Non-interest income
    
    
    16
    
    
    
    9
    
    
    
    579
    
    
    
    604Non-interest expense
    
    
    1,408
    
    
    
    46
    
    
    
    1,362
    
    
    
    2,816Income (loss) before income tax expense
    
    
    (583
    )
    
    
    68
    
    
    
    2,535
    
    
    
    2,020Provision for income tax expense
    
    
    707
    
    
    
    
    
    
    
    
    
    
    
    707Net income (loss)
    
    $
    (1,290
    )
    
    $
    68
    
    
    $
    2,535
    
    
    $
    1,313Assets
    
    $
    80,169
    
    
    $
    5,306
    
    
    $
    268,367
    
    
    $
    353,842Loans
    
    $
    5
    
    
    $
    5,279
    
    
    $
    258,627
    
    
    $
    263,911Deposits
    
    $
    1,660
    
    
    
    
    
    
    $
    272,692
    
    
    $
    274,352
 Three months ended March 31, 2006Treasury
    
    
    Mortgage
    
    
    Community(Dollars in thousands)
    
    Services
    
    
    Department
    
    
    Banking
    
    
    ConsolidatedInterest income
    
    $
    688
    
    
    $
    72
    
    
    $
    4,136
    
    
    $
    4,896Interest expense
    
    
    71
    
    
    
    
    
    
    
    956
    
    
    
    1,027Net interest income
    
    
    617
    
    
    
    72
    
    
    
    3,180
    
    
    
    3,869Provision for credit losses
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    48Non-interest income
    
    
    33
    
    
    
    9
    
    
    
    548
    
    
    
    590Non-interest expense
    
    
    1,275
    
    
    
    42
    
    
    
    1,193
    
    
    
    2,510Income (loss) before income tax expense
    
    
    (673
    )
    
    
    39
    
    
    
    2,535
    
    
    
    1,901Provision for income tax expense
    
    
    650
    
    
    
    
    
    
    
    
    
    
    
    650Net income (loss)
    
    $
    (1,323
    )
    
    $
    39
    
    
    $
    2,535
    
    
    $
    1,251Assets
    
    $
    87,009
    
    
    $
    3,554
    
    
    $
    242,182
    
    
    $
    332,745Loans
    
    $
    5
    
    
    $
    3,541
    
    
    $
    232,692
    
    
    $
    236,238Deposits
    
    $
    1,632
    
    
    
    
    
    
    $
    247,360
    
    
    $
    248,992
  8




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ITEM 2
 
   .
           9




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##### Table of Contents



March 31, 2007
    
    
    December 31, 2006Commercial
    
    $
    33,268
    
    
    
    12.58
    %
    
    $
    27,810
    
    
    
    9.60
    %Agriculture
    
    
    18,291
    
    
    
    6.92
    %
    
    
    18,715
    
    
    
    7.80
    %Real EstateConstruction
    
    
    15,889
    
    
    
    6.01
    %
    
    
    16,647
    
    
    
    4.70
    %1-4 Family
    
    
    26,620
    
    
    
    10.07
    %
    
    
    25,254
    
    
    
    9.80
    %Multi-family
    
    
    24,727
    
    
    
    9.35
    %
    
    
    23,530
    
    
    
    10.90
    %Commercial
    
    
    125,497
    
    
    
    47.47
    %
    
    
    120,614
    
    
    
    49.70
    %Farmland
    
    
    16,686
    
    
    
    6.31
    %
    
    
    17,508
    
    
    
    6.00
    %Consumer Loans
    
    
    3,420
    
    
    
    1.29
    %
    
    
    3,382
    
    
    
    1.50
    %264,398
    
    
    
    100
    %
    
    
    253,460
    
    
    
    100
    %Less: net deferred loan fees
    
    
    487
    
    
    
    
    
    
    
    433Total Loans
    
    
    263,911
    
    
    
    
    
    
    
    253,027Less: allowance for credit losses
    
    
    2,915
    
    
    
    
    
    
    
    2,875Net Loans
    
    $
    260,996
    
    
    
    
    
    
    $
    250,152
  2007
    
    
    2006Balance at beginning of period
    
    $
    2,875
    
    
    $
    2,750Provision charged to operations
    
    
    40
    
    
    
    48Loans recovered
    
    
    1
    
    
    
    0Loans charged off
    
    
    (1
    )
    
    
    (3
    )Balance at end of period
    
    $
    2,915
    
    
    $
    2,795
  10




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Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedMarch 31, 2007
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable for SaleU.S. Government and Agency Securities
    
    $
    47,471
    
    
    $
    42
    
    
    $
    (144
    )
    
    $
    47,369Held to MaturityState and Municipal Securities
    
    $
    5,936
    
    
    $
    81
    
    
    
    
    
    
    $
    6,017
 Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedDecember 31, 2006
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable for SaleU.S. Government and Agency Securities
    
    $
    46,379
    
    
    $
    39
    
    
    $
    (214
    )
    
    $
    46,204Held to MaturityState and Municipal Securities
    
    $
    5,462
    
    
    $
    80
    
    
    
    
    
    
    $
    5,542
    -
    
    $2.3 million decrease in cash and due from banks or (13.5)%-
    
    $6.8 million decrease in interest bearing deposits in banks or (58.1)%-
    
    $8.7 million decrease in federal funds sold or (93.7)%-
    
    $1.2 million increase in securities available for sale or 2.5%-
    
    $10.8 million increase in net loans or 4.3%
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##### Table of Contents



-
    
    $1.5 million increase in demand deposits or 2.5%-
    
    $1.6 million increase in savings and interest bearing deposits or .9%-
    
    $.706 million increase in time certificates of deposits or 1.7%-
    
    $6.0 million decrease in repurchase agreements or (16.8)%-
    
    $2.2 million decrease in other liabilities, primarily due to the
payment of the cash dividend to shareholders or (52.1)%
   March 31, 2007
    
    
    December 31, 2006Demand, non-interest bearing
    
    $
    59,995
    
    
    
    21.9
    %
    
    $
    58,514
    
    
    
    21.6
    %Interest bearing demand
    
    
    36,959
    
    
    
    13.5
    %
    
    
    38,562
    
    
    
    14.3
    %Money market and savings
    
    
    136,176
    
    
    
    49.6
    %
    
    
    133,018
    
    
    
    49.2
    %Time certificates
    
    
    41,222
    
    
    
    15.0
    %
    
    
    40,516
    
    
    
    15.0
    %Total deposits
    
    $
    274,352
    
    
    
    100
    %
    
    $
    270,610
    
    
    
    100
    %
  March 31, 2007
    
    
    December 31, 2006Treasury tax and loan deposit note
    
    $
    1,159
    
    
    $
    1,890Federal Home Loan Bank  short term borrowings
    
    
    
    
    
    
    12Repurchase agreements
    
    
    29,597
    
    
    
    35,587Total borrowings
    
    $
    30,756
    
    
    $
    37,489
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##### Table of Contents



March 31, 2007
    
    December 31, 2006Adequately
    
    Well
    
    
    
    
    
    Adequately
    
    WellCapitalized
    
    Capitalized
    
    
    
    
    
    Capitalized
    
    CapitalizedRatio
    
    Standards
    
    Standards
    
    Ratio
    
    Standards
    
    StandardsTier 1 Leverage Ratio
    
    
    13.21
    %
    
    
    4
    %
    
    
    5
    %
    
    
    13.17
    %
    
    
    4
    %
    
    
    5
    %Tier 1 Risk Based Capital
    
    
    15.18
    %
    
    
    4
    %
    
    
    6
    %
    
    
    15.67
    %
    
    
    4
    %
    
    
    6
    %Total Risk Based Capital
    
    
    16.13
    %
    
    
    8
    %
    
    
    10
    %
    
    
    16.64
    %
    
    
    8
    %
    
    
    10
    %
 
      
  a)
    
    Evaluation of Disclosure Controls and Procedures:An evaluation of the Companys disclosure
controls and procedures (as defined in Section 13(a)-15(e) and 15d-15(e)) of the Securities
Exchange Act of 1934 was carried out under the supervision and with the participation of the
Companys Chief Executive Officer, Chief Financial Officer and several other members of the
Companys senior management as of the end of the period covered by this quarterly report. The
Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the Company in the reports it files or submits under
the Act is (1) accumulated and communicated to the Companys management (including the Chief
Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms.
 b)
    
    Changes in Internal Controls:There were no significant changes in the Companys internal
controls or in other factors that could significantly affect the Companys internal controls
subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in
such controls requiring corrective actions. As a result, no corrective actions were taken.
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##### Table of Contents



PART II. OTHER INFORMATION
 
   
   
  (c)
    
    The following table provides information about repurchases of common stock by
the Company during the quarter ended March 31, 2007:
 Total Number of Shares
    
    Maximum Number of SharesTotal Number of
    
    
    
    
    
    Purchased as Part of
    
    Remaining at Period End thatShares Purchased
    
    Average Price Paid
    
    Publicly Announced
    
    May Be Purchased Under thePeriod
    
    (1)
    
    per Share
    
    Plans or Programs
    
    Plans or Programs3/2/07  3/22/07
    
    
    142,719
    
    
    $
    17.99
    
    
    
    
    
    
    
    73,092Total for Quarter
    
    
    142,719
    
    
    
    
    
    
    
    
 (1)
    
    On July 17, 2001, the Board of Directors of the Company approved the
repurchase of 209,474 of its outstanding shares and on April 15, 2003 approved an
additional 207,514 shares, for a total repurchase of 416,988 outstanding shares.
Repurchases are made from time to time on the open market. The Boards authorization
has no expiration date.
 
   
   
   
  (a)
    
    Exhibits
 31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.32.1
    
    Chief Executive Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.32.2
    
    Chief Financial Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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##### Table of Contents



Date: May 11, 2007
    
    
    
    /s/ William V. HumphreysBy:
    
    William V. HumphreysPresident andChief Executive OfficerDate: May 11, 2007
    
    
    
    /s/ Lark E. WyshamBy:
    
    Lark E. WyshamExecutive Vice President andChief Financial Officer
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EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.32.1
    
    Chief Executive Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.32.2
    
    Chief Financial Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
  17