##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2003

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|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

(Exact name of registrant as specified in its charter)


|                                |  |                                                   
|------------------------------- |  | --------------------------------------------------
|Oregon
(State of Incorporation) |  | 91-1841688
(I.R.S. Employer Identification Number)

275 Southwest Third Street
Corvallis, Oregon 97339
(Address of principal executive offices)

(541) 752-5161
(Registrants telephone number, including area code)

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    o

Indicate whether the Registrant is an accelerated filer as defined by
Exchange Act Rule 12b-2. YES    o    NO    x

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

4,150,275 shares as of April 30, 2003, no par value.





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##### 



CITIZENS BANCORP
FORM 10-Q
MARCH 31, 2003
INDEX

|                             |                                                                                                                         |  |  |        |           |  | 
|---------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  |  | ------ | --------- |  | 
|                             |                                                                                                                         |  |  |        | Page     
|                             |                                                                                                                         |  |  |        | Reference
|                             |                                                                                                                         |  |  |        |          
|PART I                       |                                                                                                                         |  |  |       
|                             | ITEM 1.  FINANCIAL INFORMATION  UNAUDITED                                                                             |  |  |        |          
|                             | Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002                                        |  |  | 1      |          
|                             | Condensed Consolidated Statements of Income for the three months ended March 31, 2003 and 2002                          |  |  | 2      |          
|                             | Condensed Consolidated Statements of Changes in Shareholders Equity for the three
months ended March 31, 2003 and 2002 |  |  | 3      |          
|                             | Condensed Consolidated Statements of Cash Flows for three months ended March 31, 2003 and 2002                          |  |  | 4      |          
|                             | Notes to Consolidated Financial Statements                                                                              |  |  | 5  6  |          
|                             | ITEM 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  |  | 7  12 |          
|                             | ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk                                                     |  |  | 12     |          
|                             | ITEM 4.  Controls and Procedures                                                                                       |  |  | 13     |          
|PART II.  OTHER INFORMATION |                                                                                                                         |  |  |       
|                             | ITEM 1.  Legal Proceedings                                                                                             |  |  | 14     |          
|                             | ITEM 2.  Changes in Securities                                                                                         |  |  | 14     |          
|                             | ITEM 3.  Defaults Upon Senior Securities                                                                               |  |  | 14     |          
|                             | ITEM 4.  Submission of Matters to a Vote of Security Holders                                                           |  |  | 14     |          
|                             | ITEM 5.  Other Information                                                                                             |  |  | 14     |          
|                             | ITEM 6.  Exhibits and Reports on Form 8-K                                                                              |  |  | 14     |          
|                             | SIGNATURES                                                                                                              |  |  | 15     |          
|                             | CERTIFICATIONS                                                                                                          |  |  | 16     |          





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##### 



PART I FINANCIAL INFORMATION

ITEM 1

CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)

|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- |  | - | ------- | 
|                                     |                                                                                                                                       |  | March 31, 2003 |         | December 31, 2002
|Assets                               |                                                                                                                                       |  |                |         |                   |  |   |        
|                                     | Cash and due from banks                                                                                                               |  | $              | 17,433  |                   |  | $ | 17,722  | 
|                                     | Interest bearing deposits in banks                                                                                                    |  |                | 12,785  |                   |  |   | 16,834  | 
|                                     | Securities available for sale                                                                                                         |  |                | 65,630  |                   |  |   | 74,178  | 
|                                     | Securities held to maturity                                                                                                           |  |                | 11,041  |                   |  |   | 11,037  | 
|                                     | Federal Home Loan Bank stock                                                                                                          |  |                | 380     |                   |  |   | 373     | 
|                                     | Loans held for sale                                                                                                                   |  |                | 781     |                   |  |   | 1,927   | 
|                                     | Loans, net                                                                                                                            |  |                | 184,460 |                   |  |   | 176,406 | 
|                                     | Premises and equipment                                                                                                                |  |                | 6,253   |                   |  |   | 5,948   | 
|                                     | Accrued interest receivable                                                                                                           |  |                | 2,203   |                   |  |   | 2,356   | 
|                                     | Cash surrender value of life insurance                                                                                                |  |                | 3,813   |                   |  |   | 3,769   | 
|                                     | Other assets                                                                                                                          |  |                | 2,228   |                   |  |   | 2,089   | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|                                     | Total assets                                                                                                                          |  | $              | 307,007 |                   |  | $ | 312,639 | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|Liabilities and Shareholders Equity |                                                                                                                                       |  |                |         |                   |  |   |        
|Liabilities                          |                                                                                                                                       |  |                |         |                   |  |   |        
|                                     | Deposits:                                                                                                                             |  |                |         |                   |  |   |         | 
|                                     | Demand, non-interest bearing                                                                                                          |  | $              | 43,851  |                   |  | $ | 42,589  | 
|                                     | Savings and interest bearing demand                                                                                                   |  |                | 132,457 |                   |  |   | 128,827 | 
|                                     | Time                                                                                                                                  |  |                | 53,797  |                   |  |   | 55,947  | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|                                     | Total deposits                                                                                                                        |  |                | 230,105 |                   |  |   | 227,363 | 
|                                     | Repurchase agreements                                                                                                                 |  |                | 40,704  |                   |  |   | 48,059  | 
|                                     | Other borrowings                                                                                                                      |  |                | 620     |                   |  |   | 1,871   | 
|                                     | Accrued interest payable                                                                                                              |  |                | 89      |                   |  |   | 94      | 
|                                     | Other liabilities                                                                                                                     |  |                | 1,172   |                   |  |   | 2,922   | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|                                     | Total liabilities                                                                                                                     |  |                | 272,690 |                   |  |   | 280,309 | 
|Shareholders Equity                 |                                                                                                                                       |  |                |         |                   |  |   |        
|                                     | Common stock (no par value); authorized 10,000,000 shares;
Issued and outstanding: 
2003  4,150,275 shares; 2002  4,084,210 shares; |  |                | 20,263  |                   |  |   | 19,459  | 
|                                     | Retained earnings                                                                                                                     |  |                | 13,741  |                   |  |   | 12,498  | 
|                                     | Accumulated other comprehensive income                                                                                                |  |                | 313     |                   |  |   | 373     | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 
|                                     | Total shareholders equity                                                                                                            |  |                | 34,317  |                   |  |   | 32,330  | 
|                                     | Total liabilities and shareholders equity                                                                                            |  | $              | 307,007 |                   |  | $ | 312,639 | 
|                                     |                                                                                                                                       |  |                |         |                   |  |   |         | 

See accompanying notes

1



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##### 



CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)

|                                                     |                                                       |   |                    |       |      |   |           |       | 
|---------------------------------------------------- | ----------------------------------------------------- | - | ------------------ | ----- | ---- | - | --------- | ----- | 
|                                                     |                                                       |   | Three Months Ended
|                                                     |                                                       |   | March 31,         
|                                                     |                                                       |   | 2003               |       | 2002
|Interest Income:                                     |                                                       |   |                    |       |      |   |           |      
|                                                     | Loans                                                 |   | $                  | 3,501 |      |   | $         | 3,464 | 
|                                                     | Interest bearing deposits                             |   |                    | 36    |      |   |           | 70    | 
|                                                     | Securities available for sale                         |   |                    | 524   |      |   |           | 594   | 
|                                                     | Securities held to maturitytax-exempt                |   |                    | 104   |      |   |           | 107   | 
|                                                     | Other interest income                                 |   |                    | 17    |      |   |           | 15    | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|                                                     | Total interest income                                 |   |                    | 4,182 |      |   |           | 4,250 | 
|Interest Expense:                                    |                                                       |   |                    |       |      |   |           |      
|                                                     | Deposits                                              |   |                    | 426   |      |   |           | 821   | 
|                                                     | Borrowed funds                                        |   |                    | 2     |      |   |           | 6     | 
|                                                     | Repurchase agreements                                 |   |                    | 203   |      |   |           | 73    | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|                                                     | Total interest expense                                |   |                    | 631   |      |   |           | 900   | 
|                                                     | Net Interest Income                                   |   |                    | 3,551 |      |   |           | 3,350 | 
|Provision for credit losses                          |                                                       |   | (91                | )     |      |   | (63       | )    
|                                                     | Net interest income after provision for credit losses |   |                    | 3,460 |      |   |           | 3,287 | 
|Non-interest Income:                                 |                                                       |   |                    |       |      |   |           |      
|                                                     | Service charges on deposit accounts                   |   |                    | 410   |      |   |           | 395   | 
|                                                     | Gain on sales of investments available for sale       |   |                    | 76    |      |   |           | 0     | 
|                                                     | Other                                                 |   |                    | 538   |      |   |           | 471   | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|                                                     | Total non-interest income                             |   |                    | 1,024 |      |   |           | 866   | 
|Non-interest Expense:                                |                                                       |   |                    |       |      |   |           |      
|                                                     | Salaries and employee benefits                        |   |                    | 1,421 |      |   |           | 1,316 | 
|                                                     | Occupancy and equipment                               |   |                    | 335   |      |   |           | 328   | 
|                                                     | Other                                                 |   |                    | 745   |      |   |           | 634   | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|                                                     | Total non-interest expense                            |   |                    | 2,501 |      |   |           | 2,278 | 
|                                                     | Income before income taxes                            |   |                    | 1,983 |      |   |           | 1,875 | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|Income taxes                                         |                                                       |   | (740               | )     |      |   | (753      | )    
|                                                     | Net income                                            |   | $                  | 1,243 |      |   | $         | 1,122 | 
|                                                     |                                                       |   |                    |       |      |   |           |       | 
|Per share data:                                      |                                                       |   |                    |       |      |   |           |      
|Basic and diluted earnings per share                 |                                                       | $ | 0.30               |       |      | $ | 0.27      |      
|Weighted average number of common shares outstanding |                                                       |   | 4,142,934          |       |      |   | 4,153,265 |      
|Return on average assets                             |                                                       |   | 1.64               | %     |      |   | 1.61      | %    

See accompanying notes

2



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##### 



CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
(Dollars in Thousands)

|                                        |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |      |  
|--------------------------------------- | ----------------------------- |  | ------------------------------------------ | - | ------ | - | -------- | - | ------------- | - | ------ | - | ----------- | - | --- | ---- | - | - | ------ | ---- | -
|                                        |                               |  | Three Months Ended March 31, 2003 and 2002
|                                        |                               |  | Number of                                  |   |        |   |          |   |               |   |        |   | Accumulated |   |     |      |  
|                                        |                               |  | Common                                     |   | Common |   |          |   |               |   | Other  |   |             |   |    
|                                        |                               |  | Shares                                     |   | Stock  |   | Retained |   | Comprehensive |   |        |   |            
|                                        |                               |  | Outstanding                                |   | Amount |   | Earnings |   | Income (Loss) |   | Total 
|Balance, at December 31, 2001           |                               |  | 4,105,308                                  |   |        | $ | 19,785   |   |               | $ | 9,478  |   |             | $ | 261 |      |   | $ | 29,524 |     
|COMPREHENSIVE INCOME:                   |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|Net Income                              |                               |  |                                           |   |        |   |         |   |               |   | 1,122  |   |             |   |    |      |   |   | 1,122  |     
|Other comprehensive income, net of tax: |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|                                        | Unrealized loss on securities |  |                                            |  |        |   |          |  |               |   |        |  |             |   |     | (173 | ) |   |        | (173 | )
|Comprehensive Income                    |                               |  |                                           |   |        |   |         |   |               |   |       |   |             |   |    |      |   |   | 949    |     
|Issuance of common stock                |                               |  | 61,589                                     |   |        |   | 644      |   |               |   |       |   |             |   |    |      |   |   | 644    |     
|Repurchase of common stock              |                               |  | (27,523                                    | ) |        |   | (309     | ) |               |   |       |   |             |   |    |      |   |   | (309   | )   
|Stock options exercised                 |                               |  | 45                                         |   |        |   | 1        |   |               |   |       |   |             |   |    |      |   |   | 1      |     
|                                        |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|Balance, at March 31, 2002              |                               |  | 4,139,419                                  |   |        | $ | 20,121   |   |               | $ | 10,600 |   |             | $ | 88  |      |   | $ | 30,809 |     
|Balance, at December 31, 2002           |                               |  | 4,084,210                                  |   |        | $ | 19,459   |   |               | $ | 12,498 |   |             | $ | 373 |      |   | $ | 32,330 |     
|COMPREHENSIVE INCOME:                   |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|Net Income                              |                               |  |                                           |   |        |   |         |   |               |   | 1,243  |   |             |   |    |      |   |   | 1,243  |     
|Other comprehensive income, net of tax: |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|                                        | Unrealized loss on securities |  |                                            |  |        |   |          |  |               |   |        |  |             |   |     | (60  | ) |   |        | (60  | )
|Comprehensive Income                    |                               |  |                                           |   |        |   |         |   |               |   |       |   |             |   |    |      |   |   | 1,183  |     
|Issuance of common stock                |                               |  | 66,065                                     |   |        |   | 804      |   |               |   |       |   |             |   |    |      |   |   | 804    |     
|                                        |                               |  |                                            |   |        |   |          |   |               |   |        |   |             |   |     |      |   |   |        |     
|Balance, at March 31, 2003              |                               |  | 4,150,275                                  |   |        | $ | 20,263   |   |               | $ | 13,741 |   |             | $ | 313 |      |   | $ | 34,317 |     

See accompanying notes

3



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CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited), (Dollars in thousands)

|                                                                     |                                                                                   |                                                    |   |                    |     |      |   |         |      |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------- | - | ------------------ | --- | ---- | - | ------- | ---- | -
|                                                                     |                                                                                   |                                                    |   | Three Months Ended
|                                                                     |                                                                                   |                                                    |   | March 31,         
|                                                                     |                                                                                   |                                                    |   | 2003               |     | 2002
|Cash Flows from Operating Activities                                 |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Net income                                                                        |                                                    | $ | 1,243              |     |      | $ | 1,122   |     
|                                                                     | Adjustments to reconcile net income to net
cash provided by operating activities: |                                                    |   |                    |     |      |   |         |     
|                                                                     |                                                                                   | Provision for credit losses                        |   |                    | 91  |      |   |         | 63   |  
|                                                                     |                                                                                   | Depreciation and amortization                      |   |                    | 134 |      |   |         | 162  |  
|                                                                     |                                                                                   | Gains on sales of securities available for sale    |   |                    | (76 | )    |   |         | 0    |  
|                                                                     |                                                                                   | Stock dividends received                           |   |                    | (6  | )    |   |         | (15  | )
|                                                                     |                                                                                   | (Increase) decrease in accrued interest receivable |   |                    | 153 |      |   |         | (186 | )
|                                                                     |                                                                                   | Decrease in accrued interest payable               |   |                    | (5  | )    |   |         | (29  | )
|                                                                     |                                                                                   | Other                                              |   |                    | 33  |      |   |         | (307 | )
|                                                                     |                                                                                   |                                                    |   |                    |     |      |   |         |     
|                                                                     | Net cash provided by operating activities                                         |                                                    |   | 1,567              |     |      |   | 1,424   |     
|Cash Flows from Investing Activities                                 |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Net (increase) decrease in interest bearing deposits in banks                     |                                                    |   | 4,049              |     |      |   | (11,900 | )   
|                                                                     | Proceeds from maturities of available for sale securities                         |                                                    |   | 29,000             |     |      |   | 8,000   |     
|                                                                     | Proceeds from sales of available for sale securities                              |                                                    |   | 2,079              |     |      |   | 0       |     
|                                                                     | Proceeds from maturities of securities held to maturity                           |                                                    |   | 0                  |     |      |   | 0       |     
|                                                                     | Purchases of securities available for sale                                        |                                                    |   | (22,693            | )   |      |   | (9,275  | )   
|                                                                     | Purchases of securities held to maturity                                          |                                                    |   | 0                  |     |      |   | (253    | )   
|                                                                     | Increase in loans made to customers, net of principal collections                 |                                                    |   | (6,978             | )   |      |   | 1,021   |     
|                                                                     | Purchases of premises and equipment and other                                     |                                                    |   | (415               | )   |      |   | (125    | )   
|                                                                     |                                                                                   |                                                    |   |                    |     |      |   |         |     
|                                                                     | Net cash provided by (used in) investing activities                               |                                                    |   | 5,042              |     |      |   | (12,532 | )   
|Cash Flows from Financing Activities                                 |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Net increase in deposits                                                          |                                                    |   | 2,742              |     |      |   | 1,701   |     
|                                                                     | Net increase (decrease) in repurchase agreements and other borrowings             |                                                    |   | (8,606             | )   |      |   | 7,505   |     
|                                                                     | Payment of dividends, net of dividends reinvested                                 |                                                    |   | (1,034             | )   |      |   | (877    | )   
|                                                                     | Repurchase of common stock                                                        |                                                    |   | 0                  |     |      |   | (309    | )   
|                                                                     | Exercised stock options                                                           |                                                    |   | 0                  |     |      |   | 1       |     
|                                                                     |                                                                                   |                                                    |   |                    |     |      |   |         |     
|                                                                     | Net cash provided by (used in) financing activities                               |                                                    |   | (6,898             | )   |      |   | 8,021   |     
|                                                                     | Net (decrease) increase in cash and due from banks                                |                                                    |   | ($289              | )   |      |   | ($3,087 | )   
|Cash and Due from Banks                                              |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Beginning of period                                                               |                                                    |   | 17,722             |     |      |   | 15,054  |     
|                                                                     | End of period                                                                     |                                                    | $ | 17,433             |     |      | $ | 11,967  |     
|                                                                     |                                                                                   |                                                    |   |                    |     |      |   |         |     
|Supplemental Disclosure of Cash Flow Information                     |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Interest paid                                                                     |                                                    |   | 636                |     |      |   | 929     |     
|                                                                     | Income taxes paid                                                                 |                                                    |   | 0                  |     |      |   | 0       |     
|Supplemental Schedule of Non-cash Investing and Financing Activities |                                                                                   |                                                    |   |                    |     |      |   |        
|                                                                     | Fair value adjustment of securities available for sale, net of tax                |                                                    |   | (60                | )   |      |   | (173    | )   
|                                                                     | Issuance of common stock through dividend reinvestment plan                       |                                                    |   | 804                |     |      |   | 644     |     

See accompanying notes

4



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##### 



CITIZENS BANCORP
Notes to Consolidated Financial Statements (unaudited)



|1. |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The interim condensed consolidated financial statements include the
accounts of Citizens Bancorp (Bancorp), a bank holding company and its
wholly owned subsidiary, Citizens Bank (Bank) after elimination of
intercompany transactions and balances. Substantially all activity of
Citizens Bancorp is conducted through its subsidiary bank.                                                                                                                                                                                                                                                                                                                                
|  
|   |  | The interim financial statements are unaudited but have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim condensed financial information and with
instructions to form 10-Q. Accordingly, the condensed interim financial
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America.
In the opinion of management, all adjustments consisting only of normal
recurring accruals necessary for a fair presentation for the interim
periods included herein have been made.                                          
|  
|   |  | The interim condensed consolidated financial statements should be read in
conjunction with the December 31, 2002 consolidated financial statements,
including notes there to, included in Bancorps 2002 Annual Report to
shareholders. The results of operations for the three months ended March
31, 2003, are not necessarily indicative of the results which may be
obtained for the full year ending December 31, 2003.                                                                                                                                                                                                                                                      
|  
|2. |  | STOCK-BASED COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The Company has a stock-based employee compensation plan. The Company
applies the recognition and measurement principles of APB No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, no stock-based compensation cost is reflected in net income
as all options granted under this plan had an exercise price equal to the
market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
SFAS No. 123, Accounting for Stock-Based Compensationto stock based
employee compensation.

(Unaudited), (Dollars in thousands)

|                        |                                                                                                          |   |                    |      |      |   |       |      |  
|----------------------- | -------------------------------------------------------------------------------------------------------- | - | ------------------ | ---- | ---- | - | ----- | ---- | -
|                        |                                                                                                          |   | Three Months Ended
|                        |                                                                                                          |   | March 31,         
|                        |                                                                                                          |   | 2003               |      | 2002
|Net income, as reported |                                                                                                          | $ | 1,243              |      |      | $ | 1,122 |     
|                        | Less total stock-based compensation expense determined
under fair value method for all qualifying awards |   |                    | (33  | )    |   |       | (26  | )
|Pro forma net income    |                                                                                                          | $ | 1,210              |      |      | $ | 1,096 |     
|Earnings per share:     |                                                                                                          |   |                    |      |      |   |       |     
|Basic and diluted:      |                                                                                                          |   |                    |      |      |   |       |     
|                        | As reported                                                                                              |   | $                  | 0.30 |      |   | $     | 0.27 |  
|                        | Pro forma                                                                                                |   | $                  | 0.29 |      |   | $     | 0.26 |  



|3. |  | USE OF ESTIMATES IN THE PREPARATION OF FINANCIALS                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The preparation of financial statements, in conformity with general
accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

5



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##### 





|4. |  | SHAREHOLDERS EQUITY AND NET INCOME PER COMMON SHARE                                                                                                                                                                                                      
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Board of Directors declared a $.45 per share dividend to Bancorp
shareholders of record on November 19, 2002, payable on January 10, 2003.
Through the Dividend Reinvestment Plan (DRIP) 66,065 shares were purchased
at a price of $12.18 per share.
|  
|   |  | Basic earnings per share are based on the average number of common shares
outstanding, assuming no dilution. Diluted earnings per common share are
computed assuming the exercise of stock options.                                                      

|                                  |            |  |             |       |               |  |           |           |  |  |   |      | 
|--------------------------------- | ---------- |  | ----------- | ----- | ------------- |  | --------- | --------- |  |  | - | ---- | 
|                                  |            |  | Net Income  |       | Shares        |  | Per Share
|                                  |            |  | (Numerator) |       | (Denominator) |  | Amount   
|Three months ended March 31, 2003 |            |  |             |       |               |  |           |           |  |  |   |     
|Basic earnings per share:         |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Net Income |  | $           | 1,243 |               |  |           | 4,142,934 |  |  | $ | 0.30 | 
|Effect of dilutive securities:    |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Options    |  |             |      |               |  |           | 1,943     |  |  |   | -0-  | 
|Diluted earnings per share:       |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Net Income |  | $           | 1,243 |               |  |           | 4,144,877 |  |  | $ | 0.30 | 
|Three months ended March 31, 2002 |            |  |             |       |               |  |           |           |  |  |   |     
|Basic earnings per share:         |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Net Income |  | $           | 1,122 |               |  |           | 4,154,634 |  |  | $ | 0.27 | 
|Effect of dilutive securities:    |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Options    |  |             |      |               |  |           | 2,202     |  |  |   | -0-  | 
|Diluted earnings per share:       |            |  |             |       |               |  |           |           |  |  |   |     
|                                  | Net Income |  | $           | 1,122 |               |  |           | 4,156,836 |  |  | $ | 0.27 | 



|5. |  | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Unfunded loan commitments totaled $31.0 million as of March 31, 2003 and
$34.2 million as of December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|6. |  | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of FASB Statement
No. 123. This Statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. It also expands and clarifies the
disclosure requirements to make those disclosures more prominent and to
require such disclosures in interim as well as annual financial
statements. While the Company plans to continue to account for stock-based
compensation under APB Opinion 25, the disclosure requirements of SFAS No.
148 have been implemented for interim reporting beginning with the quarter
ended March 31, 2003. The Company does not expect adoption of SFAS No. 148
to have a material impact on its financial statements.

6



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##### 



ITEM 2

MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

In addition to historical information, this report contains certain forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. This statement is included for the purpose of availing
Bancorp the protection of the safe harbor provisions of this Act. The forward
looking statements contained in this report are subject to factors, risks and
uncertainties that may cause actual results to differ materially from those
projected. Factors that might result in such material difference include, but
are not limited to economic conditions, the regulatory environment, rapidly
changing technology, new legislation, competitive factors, the interest rate
environment and the overall condition of the banking industry. Forward looking
statements can be identified by such words as estimate, believe, expect,
intend, anticipate, should, may, will, or other similar words or
phrases. Although Bancorp believes that the expectations reflected in such
forward looking statements are reasonable, it can give no assurances that such
expectations will prove to have been correct. Readers are therefore cautioned
not to place undue reliance on such forward looking statements, which reflect
managements analysis only as of the date of the statement. Bancorp does not
intend to update these forward-looking statements other than in its periodic
filings under applicable security laws.

OVERVIEW

Citizens Bank (the Bank) was chartered October 1, 1957 (charter #333) by the
State of Oregon as a commercial bank. Since its beginning with a single office
in Corvallis, Citizens Bank has expanded to an additional nine locations in the
five counties of Benton, Linn, Lane, Polk, and Yamhill. Branches are located
in the communities of Corvallis, Philomath, Albany, Junction City, Veneta,
McMinnville, Harrisburg and Dallas. At the April 2003 Board of Directors
meeting, the Board approved a plan to expand our branch network into
Springfield, Oregon. We are excited about our potential to do business in
Springfield and believe that our market penetration will be strong. We have
hired an experienced bank manager from the Springfield area. The Bank is
currently in lease negotiations for a site that is vacant but at one time had
been a large bank branch. We believe the site will be conducive to building a
successful branch in Springfield. If the lease negotiations are successful, the
Bank predicts an opening date for late summer 2003.

Management and the Board of Directors approved the closure of the Banks
University Office located at 855 NW Kings Blvd., Corvallis, Oregon, on January
31, 2003. The leased facility in which the branch had been operating was in
disrepair. The Bank was unable to re-negotiate the lease terms in order to
economically support the extensive and necessary repairs. Additionally, parking
was inadequate and unsafe for customers. Alternative sites in the vicinity of
the University branch were pursued to no avail. Two other existing branches
located within a 1.6 mile radius of the University branch are fully servicing
the University branch customers. All existing staff was reassigned within the
Bank. The Bank experienced no significant loss of customer relationships due to
the closure. The Bank attributes this to its corporate culture of strong
customer relationships.

Citizens Bancorp (Bancorp), an Oregon Corporation and financial holding
company, was formed in 1996 for the purpose of becoming the holding company of
Citizens Bank. Bancorp is headquartered in Corvallis, Oregon. Its principal
business activities are conducted through its full-service, commercial bank
subsidiary, Citizens Bank.

Bancorp operates through a two-tiered corporate structure. At the holding
company level the affairs of Bancorp are overseen by a Board of Directors
elected by the shareholders of Bancorp at the annual meeting of shareholders.
The business of the Bank is overseen by a Board of Directors elected by
Bancorp, the sole owner of the Bank. As of the date of this Form 10-Q the
respective members of the Board of Directors of the Bank and the Board of
Directors of Bancorp are identical.

Bancorps culture focuses on the tenets of collaborative leadership, branch
autonomy, assertive business development, a positive working environment, a
commitment to the community, outstanding customer service, and relationship
banking. Management believes that a healthy culture together with a
progressive management style will result in constantly improved shareholder
value.

Bancorps primary goal is to improve shareholder value through increased
earnings while maintaining a high level of safety and soundness. Bancorp is
committed to independence and long-term performance strategies.

7



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##### 



The long-term benefit to Bancorp of its cultural and management style is
consistent growth and development of the Bank over time. Risk levels have been
greatly reduced because of expertise in loan, investment, operational, and
human resource management.

Bancorps primary market focus is to provide commercial bank services to
businesses, professionals, and individuals. Bancorp emphasizes the development
of meaningful customer relationships and a high level of service. Its
employees are well-trained banking professionals who are committed to these
objectives.

The Bank offers deposit accounts, safe-deposit boxes, consumer loans,
commercial loans, agricultural loans, and commercial and residential real
estate loans. Commercial loans include operating lines of credit, equipment
and real estate financing, capital needs, and other traditional financing
products.

The Bank has a growing emphasis in financing farm operations, equipment, and
property. The Bank has also emphasized loans to professionals with its
professional line of credit products. The Banks loan portfolio has some
concentrations in real estate secured loans, primarily commercial properties.
The Bank also operates a small residential mortgage loan origination department
that originates loans and sells them into the secondary market.

Deposit products include regular and package checking accounts, savings
accounts, certificates of deposit, money market accounts, and IRA accounts. The
Bank offers debit cards, check guarantee cards, and ATM cards as well as credit
cards as part of its retail banking services.

The Bank offers extended banking hours in selected locations as well as
Saturday banking. ATM machines are also available at ten (10) locations
offering 24-hour transaction services, including cash withdrawals, deposits,
account transfers, and balance inquiries. The Bank also offers its customers a
24-hour automated telephone service that offers account transfers and balance
inquiries. The Banks on-line banking product offers services to both
individuals and business account customers. Business customers have a
comprehensive cash management option. All online users have the availability of
the bill payment feature. The Bank expects to continually enhance its on-line
banking product while maintaining its quality people to people customer
service. Citizens on-line banking can be reached at www.CitizensEBank.com.

Bancorp reported net income of $1,243,000 for the three months ended March 31,
2003, or $.30 per common share, compared to net income of $1,122,000, or $.27
per share for the same period in 2002. The biggest factor affecting the
improved earnings is the decrease in interest expense on deposits.

LOAN PORTFOLIO

The composition of the loan portfolio was as follows (in thousands):

|                                  |              |   |                |        |                   |   |         |        | 
|--------------------------------- | ------------ | - | -------------- | ------ | ----------------- | - | ------- | ------ | 
|                                  |              |   | March 31, 2003 |        | December 31, 2002
|Commercial                        |              | $ | 23,249         |        |                   | $ | 21,377  |       
|Agriculture                       |              |   | 17,954         |        |                   |   | 16,196  |       
|Real Estate                       |              |   |                |        |                   |   |         |       
|                                  | Construction |   |                | 16,103 |                   |   |         | 15,474 | 
|                                  | 1-4 Family   |   |                | 28,860 |                   |   |         | 28,503 | 
|                                  | Other        |   |                | 97,831 |                   |   |         | 93,990 | 
|Consumer Loans                    |              |   | 3,536          |        |                   |   | 3,882   |       
|                                  |              |   |                |        |                   |   |         |       
|                                  |              |   | 187,533        |        |                   |   | 179,422 |       
|Less: net deferred loan fees      |              |   | (450           | )      |                   |   | (470    | )     
|Total Loans                       |              |   | 187,083        |        |                   |   | 178,952 |       
|Less: allowance for credit losses |              |   | (2,623         | )      |                   |   | (2,546  | )     
|                                  |              |   |                |        |                   |   |         |       
|Net Loans                         |              | $ | 184,460        |        |                   | $ | 176,406 |       
|                                  |              |   |                |        |                   |   |         |       

8



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Transactions in the allowance for credit losses were as follows for the three
months ended March 31:

|                                |  |      |       |      |  |   |       |  
|------------------------------- |  | ---- | ----- | ---- |  | - | ----- | -
|                                |  | 2003 |       | 2002
|                                |  |      |       |     
|Balance at beginning of period  |  | $    | 2,546 |      |  | $ | 2,146 |  
|Provision charged to operations |  |      | 91    |      |  |   | 63    |  
|Loans recovered                 |  |      | 1     |      |  |   | 3     |  
|Loans charged off               |  |      | (15   | )    |  |   | (6    | )
|                                |  |      |       |      |  |   |       |  
|Balance at end of period        |  | $    | 2,623 |      |  | $ | 2,206 |  
|                                |  |      |       |      |  |   |       |  

It is the policy of the Bank to place loans on nonaccrual after they become 90
days past due unless the loans are well secured and in the process of
collection. The Bank may place loans that are not contractually past due or
that are deemed fully collateralized on nonaccrual status as a management tool
to actively oversee specific loans.

Loans on nonaccrual status as of March 31, 2003 and December 31, 2002 were
approximately $131,000 and $130,000 respectively. Loans past due 90 days or
more on which the Bank continued to accrue interest were approximately $32,000
at March 31, 2003 and $0 at December 31, 2002. There were no loans with
modified terms as of March 31, 2003.

INVESTMENT SECURITIES

The amortized cost and estimated book value of the investment securities held
by the Bank, including unrealized gains and losses, at March 31, 2003 and
December 31, 2002, are as follows (in thousands):

|                                                                                        |                                                  |   |                |        |                      |   |                      |        |  |   |     |     | 
|--------------------------------------------------------------------------------------- | ------------------------------------------------ | - | -------------- | ------ | -------------------- | - | -------------------- | ------ |  | - | --- | --- | 
|                                                                                        |                                                  |   | Amortized Cost |        | Estimated Fair Value |   | Unrealized Gain, net
|                                                                                        |                                                  |   |                |        |                      |   |                     
|March 31, 2003                                                                          |                                                  |   |                |        |                      |   |                      |        |  |   |     |    
|Available for Sale                                                                      |                                                  |   |                |        |                      |   |                      |        |  |   |     |    
|U.S. Treasury Securities
(Including securities of government agencies
and corporations) |                                                  |   |                |        |                      |   |                      |        |  |   |     |    
|Total                                                                                   |                                                  | $ | 65,117         |        |                      | $ | 65,630               |        |  | $ | 513 |    
|                                                                                        | Held to Maturity                                 |   |                |        |                      |   |                      |        |  |   |     |     | 
|                                                                                        | Obligations of States and Political Subdivisions |   | $              | 11,041 |                      |   | $                    | 11,591 |  |   | $   | 550 | 

|                                                                                        |  |                |        |                      |  |                      |        |  |  |   |     | 
|--------------------------------------------------------------------------------------- |  | -------------- | ------ | -------------------- |  | -------------------- | ------ |  |  | - | --- | 
|                                                                                        |  | Amortized Cost |        | Estimated Fair Value |  | Unrealized Gain, net
|                                                                                        |  |                |        |                      |  |                     
|December 31, 2002                                                                       |  |                |        |                      |  |                      |        |  |  |   |     | 
|Available for Sale                                                                      |  |                |        |                      |  |                      |        |  |  |   |     | 
|U.S. Treasury Securities
(Including securities of government agencies
and corporations) |  |                |        |                      |  |                      |        |  |  |   |     | 
|Total                                                                                   |  | $              | 73,566 |                      |  | $                    | 74,178 |  |  | $ | 612 | 
|Held to Maturity                                                                        |  |                |        |                      |  |                      |        |  |  |   |     | 
|Obligations of States and Political Subdivisions                                        |  | $              | 11,037 |                      |  | $                    | 11,571 |  |  | $ | 534 | 

9



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##### 



MATERIAL CHANGES IN FINANCIAL CONDITION

Changes in the balance sheet for the three months ended March 31, 2003 include
a decrease in total assets, primarily in securities available for sale and
interest bearing deposits in banks, and a decrease in liabilities primarily in
repurchase agreements, other borrowings, and other liabilities. The Bank
experienced an increase in loans and deposits.

At March 31, 2003, total assets decreased 1.8% or approximately $5.6 million as
compared to total assets at December 31, 2002. Major components of the change
in assets were:



| |  |  | $4.0 million decrease in interest bearing deposits in banks
| | - |  | -----------------------------------------------------------
|
| |  |  | $8.5 million decrease in securities available for sale     
|
| |  |  | $8.1 million increase in net loans                         

Loans were generally made to customers within the Companys market area. The
increases were primarily funded by proceeds from securities maturities and
sales, increased deposits and the use of cash. Funds from securities
maturities and sales were invested in loan originations instead of reinvesting
in securities, since loans have a significantly higher yield than investments
in the current interest rate environment.

The Company experienced an increase in deposits, and a decrease in repurchase
agreements, and other borrowings which represent treasury tax and loan deposits
during the three months ended March 31, 2003, specifically as follows:



| |  |  | $1.3 million increase in demand deposits                                                   
| | - |  | -------------------------------------------------------------------------------------------
|
| |  |  | $3.6 million increase in savings and interest bearing deposits                             
|
| |  |  | $2.2 million decrease in time certificates of deposits                                     
|
| |  |  | $7.3 million decrease in repurchase agreements                                             
|
| |  |  | $1.3 million decrease in other borrowings, consisting of the treasury tax and loan deposits

Management believes the growth in deposits is a result of continuing
penetration into the market area as a result of its emphasis on customer
service, its relationship style of banking and continuing difficulties in the
stock market. The decrease in repurchase agreements was the settlement (and
closure) of one large estate account. The decrease in time certificates of
deposits was a result of managements decision not to pay above-market rates
for time deposits in competition with other financial institutions when
liquidity was well within its established asset-liability management
guidelines. The decrease in other borrowings is attributable to a decrease in
tax deposits.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

The Company reported net income of approximately $1,243,000 or $.30 per common
share, for the three months ended March 31, 2003, compared to net income of
approximately $1,122,000 or $.27 per common share, for the same period in 2002.
This represents an increase in net income of 10.8 percent. The increase
during this period was largely attributable to a decrease in interest expense.

Total interest income decreased approximately $68,000 or 1.6% for the three
months ended March 31, 2003 as compared to the same period in 2002. The change
for the three-month period was primarily a result of a decrease in interest
income on interest bearing deposits and security investments. The decrease is
directly related to the overall decrease in market interest rates from the
comparable period in 2002 and a change in the composition of these assets.
Income on loans was up from the comparable period due to increases in the loan
portfolio.

Total interest expense decreased approximately $269,000 or 29.9 percent for the
three months ended March 31, 2003 as compared to the same periods in 2002.
Interest on deposits was down $395,000, a combination of lower rates and lower
average deposit balances, which were down about 4%. Interest on repurchase
agreements was up $170,000, as a result of average balances being up 2.5 higher
than the average in the first quarter of 2002. The Bank increased its emphasis
of repurchase agreements to selected customers as a primary source of funds
during 2002.

10



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##### 



Total non-interest income increased approximately $158,000 or 18.2% for the
three months ended March 31, 2003 as compared to the same period in 2002. The
primary increases resulted from gains on the sales of securities available for
sale, and from continuing increases in Bankcard and service charge income,
which are primarily a function of increased volumes of accounts. The Banks
mortgage loan origination activities also provided higher revenue from a year
earlier.

Total non-interest expense increased $223,000 or 9.8 percent for the three
months ended March 31, 2003, as compared to the same period in 2002.
Non-interest expense increased as a result of routine adjustments in staff
salaries and benefits along with the increase in staff relative to the new
Dallas branch, start up costs associated with the new Dallas branch, and the
recently enhanced phone system.

CREDIT LOSS PROVISION

The Bank maintains an allowance for credit losses on loans that occur from time
to time as an incidental part of the business of banking. The allowance is
increased by provisions charged to earnings and by recoveries on loans
previously charged off, and is reduced by loan charge offs.

During the first three months ended March 31, 2003, the Bank funded the
allowance for credit losses $91,000 from operations as compared to $63,000 for
the same three-month period of 2002. The Bank increased the provision for
credit losses based on its analysis of delinquencies, loan types, loan
classifications, and other factors affecting the loan portfolio at March 31,
2003. The Bank experienced $15,000 in credit losses and $1,000 in recoveries
for the three months ended March 31, 2003 and $6,000 in net losses for the same
period ended March 31, 2002. Historically, the Banks loan charge-off levels
have been very low compared to its peers. Management believes that the
allowance for credit losses at March 31, 2003 of $2,623,000 or 1.40% of total
loans is adequate.

The provision for credit losses represents charges made to operating expenses
to maintain an appropriate allowance for credit losses. Management considers
various factors in establishing an appropriate allowance. These factors
include an assessment of the financial condition of the borrower, a
determination of the borrowers ability to service the debt from cash flow, a
conservative assessment of the value of the underlying collateral, the
condition of the specific industry of the borrower, the economic health of the
local community, a comprehensive analysis of the levels and trends of loan
types, and a review of past due and classified loans.

It is Bank policy that once each quarter, Bank management makes recommendations
to the Board regarding the adequacy of the Banks allowance for credit losses
at quarter end and the amount of the provision that should be charged against
earnings for the next three months. Managements recommendations are based on
an internal loan review process to determine specific potential loss factors on
classified loans, risk factor of loan grades, historical loss factors derived
from actual net charge-off experience, trends in non-performing loans and other
potential risks in the loan portfolio such as industry concentration, the local
economy and the volume of loans.

Management uses a loan grading system wherein loan officers assign a risk grade
to each of their loans at inception and at intervals based on receipt of
financial information, renewal, or when there is an indication that a credit
may have improved or weakened. The risk grades in the loan portfolio are used
in determining a factor that is used in analyzing the adequacy of the reserve
for credit losses.

The Banks policy is to charge off loans when, in managements opinion, the
loan or a portion of the loan is deemed uncollectible following a concerted
collection effort. Management continues to pursue collection after a loan is
charged-off until all possibilities for collection have been exhausted.

LIQUIDITY AND CAPITAL RESOURCES

Bancorps subsidiary, the Bank, has adopted policies to maintain a relatively
liquid position to enable it to respond to changes in the Banks financial
environment. Generally, the Banks major sources of liquidity are customer
deposits, sales and maturities of securities, the use of borrowing lines with
correspondent banks including Federal Home Loan bank borrowings, loan
repayments and net cash provided by operating activities.

The analysis of liquidity should also include a review of the changes that
appear in the consolidated statement of cash flows for the first three months
of 2003. The statement of cash flows includes operating, investing and
financing categories. Operating activities include net income that is adjusted
for non-cash items and increases or

11



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##### 



decreases in cash due to certain changes in assets and liabilities. Investing
activities consist primarily of both proceeds from maturities and purchases of
securities, and the net growth in loans. Financing activities present the cash
flows associated with the Banks deposit accounts.

Management believes that the Banks existing sources of liquidity will enable
the Bank to fund its requirements in the normal course of business.

As of March 31, 2003, shareholders equity totaled $34,317,000 as compared to
$32,330,000 at December 31, 2002, an increase of 6.1%. This increase in equity
was primarily due to the Companys net income.

The total number of shares of Bancorps common stock that may be issued upon
the exercise of all options granted under the Incentive Stock Option Plan may
not exceed in the aggregate four percent (4%) of Bancorps issued and
outstanding shares of common stock. As of April 30, 2003 Bancorps issued and
outstanding shares totaled 4,150,275, so the maximum number of shares issuable
under the Incentive Stock Option Plan was 166,011 on that date. As of April
30, 2003, options for 122,625 shares had been granted, options for 124 shares
exercised, and options for 5,025 shares expired under this Plan.

The total number of shares of Bancorps common stock that may be issued under
the Stock Bonus Plan may not exceed in the aggregate one percent (1%) of
Bancorps issued and outstanding shares of common stock. As of April 30, 2003
Bancorps issued and outstanding shares totaled 4,150,275, so the maximum
number of shares issuable under the Stock Bonus Plan was 41,503 on that date.
As of April 30, 2003, no stock had been issued under this Plan.

Capital ratios for the Company were as follows as of the dates indicated:

|                                |  |             |   |             |  |                |    |                   |  |         |       |   |  |  |       |  
|------------------------------- |  | ----------- | - | ----------- |  | -------------- | -- | ----------------- |  | ------- | ----- | - |  |  | ----- | -
|                                |  |             |   |             |  |                |    |                   |  | Bancorp
|                                |  | Adequately  |   | Well        |  |               
|                                |  | Capitalized |   | Capitalized |  |                |    |                   |  |         |       |  
|                                |  | Standards   |   | Standards   |  | March 31, 2003 |    | December 31, 2002
|Tier 1 Leverage Ratio           |  |             | 4 | %           |  |                | 5  | %                 |  |         | 11.19 | % |  |  | 10.25 | %
|Tier 1 Risk Based Capital Ratio |  |             | 4 | %           |  |                | 6  | %                 |  |         | 15.86 | % |  |  | 15.24 | %
|Total Risk Based Capital Ratio  |  |             | 8 | %           |  |                | 10 | %                 |  |         | 17.09 | % |  |  | 16.46 | %

ITEM 3. QUANTITATIVE & QUALITATIVE ANALYSIS ABOUT MARKET RISK

Interest rate, credit, and operations risks are the most significant market
risks impacting the Banks performance. The Bank relies on loan review,
prudent loan underwriting standards and an adequate allowance for credit losses
to mitigate credit risk.

The Bank uses an asset/liability management simulation model to measure
interest rate risk. The model quantifies interest rate risk through simulating
forecasted net interest income over a 12 month time period under various rate
scenarios, as well as monitoring the change in the present value of equity
under the same rate scenarios. The present value of equity is defined as the
difference between the market value of current assets less current liabilities.
By measuring the change in the present value of equity under different rate
scenarios, management is able to identify interest rate risk that may not be
evident in simulating changes in forecasted net interest income.

The Bank is currently slightly liability sensitive, meaning that interest
bearing liabilities mature or reprice more quickly than interest earning assets
in a given period. An increase or decrease in market rates of interest will
not materially impact net interest income.

It should be noted that the simulation model does not take into account future
management actions that could be undertaken if there were a change in actual
market interest rate during the year. Also, certain assumptions are required
to perform modeling simulations that may have significant impact on the
results. These include assumptions regarding the level of interest rates and
balance changes on deposit products that do not have stated maturities. These
assumptions have been developed through a combination of industry standards and
future expected pricing behavior. The model also includes assumptions about
changes in the composition or mix of the balance sheet. The results derived
from the simulation model could vary significantly by external factors such as
changes in the prepayment assumptions, early withdrawals of deposits and
competition. Management has assessed these risks and believes that there has
been no material change since December 31, 2003.

12



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##### 



ITEM 4. CONTROLS AND PROCEDURES

Based on their most recent evaluation which was completed within 90 days of the
filing of this Form 10-Q, the Companys Chief Executive Officer and Chief
Financial Officer believe the Companys disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) are effective. There were not
any significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

13



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##### 



PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits                                              
| | --- |  | ------------------------------------------------------
|
| |     |  | 99.1 Certifications pursuant to 18 U.S.C. Section 1350
|
| | (b) |  | Reports on Form 8-K                                   
|
| |     |  | None                                                  

14



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##### 



SIGNATURES

Pursuant to the requirements 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.

| |  |                    |  |     |  |                                                                                        
| |  | ------------------ |  | --- |  | ---------------------------------------------------------------------------------------
| |  | Date: May 13, 2003 |  | By: |  | /s/ William V. Humphreys

William V. Humphreys
President and
Chief Executive Officer   
| |  |                    |  |     |  |                                                                                        
| |  | Date: May 13, 2003 |  | By: |  | /s/ Lark E. Wysham

Lark E. Wysham
Executive Vice President and
Chief Financial Officer

15



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##### 



CERTIFICATIONS

I, William V. Humphreys, President and Chief Executive Officer of Citizens
Bancorp (the Company), certify that:

1.     I have reviewed this quarterly report on Form 10-Q of the Company;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

4.     The Companys other certifying officer 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 Company and we have: a) designed
such disclosure controls and procedures to ensure that material information
relating to the Company, including any consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which
this quarterly report is being prepared; b) evaluated the effectiveness of the
Companys disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the Evaluation Date); and c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The Companys other certifying officer and I have disclosed, based on
our most recent evaluation, to the Companys auditors and the audit committee
of the Company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 Companys ability to record,
process, summarize and report financial data and have identified for the
Company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 Companys internal controls; and

6.     The Companys other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003.

|                                                                                     |  | 
|------------------------------------------------------------------------------------ |  | 
|/s/ William V. Humphreys

William V. Humphreys
President and Chief Executive Officer |  | 

16



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##### 



I, Lark E. Wysham, Executive Vice President and Chief Financial Officer of
Citizens Bancorp (the Company), certify that:

1.     I have reviewed this quarterly report on Form 10-Q of the Company;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

4.     The Companys other certifying officer 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 Company and we have: a) designed
such disclosure controls and procedures to ensure that material information
relating to the Company, including any consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which
this quarterly report is being prepared; b) evaluated the effectiveness of the
Companys disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the Evaluation Date); and c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The Companys other certifying officer and I have disclosed, based on
our most recent evaluation, to the Companys auditors and the audit committee
of the Company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 Companys ability to record,
process, summarize and report financial data and have identified for the
Company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 Companys internal controls; and

6.     The Companys other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003.

|                                                                                        |  | 
|--------------------------------------------------------------------------------------- |  | 
|/s/ Lark E. Wysham

Lark E. Wysham
Executive Vice President and Chief Financial Officer |  | 

17