##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2005
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the transition period from ___ to ___
 Commission file number 000-23277
 CITIZENS BANCORP/OR
  Oregon
    
    91-1841688(State of Incorporation)
    
    (I.R.S. Employer Identification Number)
 
 
 þ o
 o þ




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##### Table of Contents



PageReferencePART I. FINANCIAL INFORMATIONITEM 1.  Financial Statements  UnauditedCondensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004
    
    
    1Condensed Consolidated Statements of Income for the three months and the six
months ended June 30, 2005 and 2004
    
    
    2Condensed Consolidated Statements of Changes in Shareholders Equity for the
six months ended June 30, 2005 and 2004
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2005 and 2004
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5  7ITEM 2.  Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    8  13ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk
    
    
    13ITEM 4.  Controls and Procedures
    
    
    13PART II.  OTHER INFORMATIONITEM 1.  Legal Proceedings
    
    
    14ITEM 2.  Changes in Securities, Use of Proceeds, and Issuer Purchase of Equity Securities
    
    
    14ITEM 3.  Defaults Upon Senior Securities
    
    
    14ITEM 4.  Submission of Matters to a Vote of Security Holders
    
    
    14ITEM 5.  Other Information
    
    
    14ITEM 6.  Exhibits
    
    
    14SIGNATURES
    
    
    15EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1
  
 
 June 30, 2005
    
    December 31, 2004AssetsCash and due from banks
    
    $
    12,955
    
    
    $
    13,562Interest bearing deposits in banks
    
    
    2,751
    
    
    
    6,993Federal funds sold
    
    
    
    
    
    
    5,787Securities available for sale
    
    
    67,946
    
    
    
    70,947Securities held to maturity
    
    
    8,452
    
    
    
    9,956Federal Home Loan Bank stock
    
    
    1,005
    
    
    
    625Loans held for sale
    
    
    513
    
    
    
    Loans, net
    
    
    233,685
    
    
    
    210,951Premises and equipment
    
    
    7,363
    
    
    
    7,604Accrued interest receivable
    
    
    2,109
    
    
    
    1,821Cash surrender value of life insurance
    
    
    4,179
    
    
    
    4,101Other assets
    
    
    2,698
    
    
    
    2,241Total assets
    
    $
    343,656
    
    
    $
    334,588Liabilities and Shareholders EquityLiabilitiesDeposits:Demand, non-interest bearing
    
    $
    50,516
    
    
    $
    51,801Savings and interest bearing demand
    
    
    163,535
    
    
    
    142,909Time
    
    
    38,209
    
    
    
    40,772Total deposits
    
    
    252,260
    
    
    
    235,482Repurchase agreements
    
    
    31,368
    
    
    
    55,446Other borrowings
    
    
    17,440
    
    
    
    1,713Accrued interest payable
    
    
    46
    
    
    
    34Other liabilities
    
    
    824
    
    
    
    3,512Total liabilities
    
    
    301,938
    
    
    
    296,187Shareholders EquityCommon stock (no par value); authorized 10,000,000 shares;
Issued and outstanding: 2005  4,662,961 shares;
2004  4,620,250 shares;
    
    
    28,833
    
    
    
    28,163Retained earnings
    
    
    13,220
    
    
    
    10,612Accumulated other comprehensive (loss)
    
    
    (335
    )
    
    
    (374
    )Total shareholders equity
    
    
    41,718
    
    
    
    38,401Total liabilities and shareholders equity
    
    $
    343,656
    
    
    $
    334,588
  1




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##### Table of Contents



Six Months Ended
    
    Three Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Interest Income:Loans
    
    $
    7,751
    
    
    $
    6,442
    
    
    $
    3,939
    
    
    $
    3,234Interest bearing deposits
    
    
    32
    
    
    
    52
    
    
    
    7
    
    
    
    31Securities available for sale
    
    
    812
    
    
    
    795
    
    
    
    410
    
    
    
    429Securities held to maturity  tax exempt
    
    
    187
    
    
    
    210
    
    
    
    93
    
    
    
    105Other interest income
    
    
    15
    
    
    
    38
    
    
    
    3
    
    
    
    33Total interest income
    
    
    8,797
    
    
    
    7,537
    
    
    
    4,452
    
    
    
    3,832Interest Expense:Deposits
    
    
    790
    
    
    
    480
    
    
    
    468
    
    
    
    236Borrowed funds
    
    
    59
    
    
    
    3
    
    
    
    51
    
    
    
    2Repurchase agreements
    
    
    454
    
    
    
    285
    
    
    
    196
    
    
    
    135Total interest expense
    
    
    1,303
    
    
    
    768
    
    
    
    715
    
    
    
    373Net Interest Income
    
    
    7,494
    
    
    
    6,769
    
    
    
    3,737
    
    
    
    3,459Provisions for credit losses
    
    
    (67
    )
    
    
    (77
    )
    
    
    (34
    )
    
    
    (33
    )Net interest income after provision for credit losses
    
    
    7,427
    
    
    
    6,692
    
    
    
    3,703
    
    
    
    3,426Non-interest Income:Service charges on deposit accounts
    
    
    720
    
    
    
    878
    
    
    
    360
    
    
    
    443Gain (losses) on sales of investments available for sale
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    (9
    )Merchant Bankcard
    
    
    841
    
    
    
    708
    
    
    
    454
    
    
    
    388Gain on sale of assets
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    426
    
    
    
    500
    
    
    
    201
    
    
    
    254Total non-interest income
    
    
    2,079
    
    
    
    2,102
    
    
    
    1,015
    
    
    
    1,076Non-interest Expense:Salaries and employee benefits
    
    
    3,256
    
    
    
    3,202
    
    
    
    1,641
    
    
    
    1,572Occupancy and equipment
    
    
    621
    
    
    
    658
    
    
    
    298
    
    
    
    324Merchant Bankcard
    
    
    707
    
    
    
    592
    
    
    
    378
    
    
    
    321Other
    
    
    999
    
    
    
    1,034
    
    
    
    506
    
    
    
    524Total non-interest expense
    
    
    5,583
    
    
    
    5,486
    
    
    
    2,823
    
    
    
    2,741Income before income taxes
    
    
    3,923
    
    
    
    3,308
    
    
    
    1,895
    
    
    
    1,761Income taxes
    
    
    1,315
    
    
    
    1,190
    
    
    
    615
    
    
    
    659Net income
    
    $
    2,608
    
    
    $
    2,118
    
    
    $
    1,280
    
    
    $
    1,102Comprehensive Income
    
    $
    2,647
    
    
    $
    1,691
    
    
    $
    1,507
    
    
    $
    550Earnings per share:Basic
    
    $
    0.56
    
    
    $
    0.46
    
    
    $
    0.27
    
    
    $
    0.24Diluted
    
    
    0.56
    
    
    
    0.46
    
    
    $
    0.27
    
    
    $
    0.24Weighted average number of common shares outstandingBasic
    
    
    4,657,031
    
    
    
    4,614,003
    
    
    
    4,661,646
    
    
    
    4,618,736Diluted
    
    
    4,688,891
    
    
    
    4,651,505
    
    
    
    4,691,584
    
    
    
    4,655,323Return on Average Assets
    
    
    1.56
    %
    
    
    1.30
    %
    
    
    1.53
    %
    
    
    1.33
    %Return on Average Equity
    
    
    12.89
    %
    
    
    11.21
    %
    
    
    12.50
    %
    
    
    11.46
    %
  2




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Six Months Ended June 30, 2005 and 2004Number of
    
    Common
    
    Retained
    
    Accumulated
    
    TotalCommon
    
    Stock
    
    Earnings
    
    OtherShares
    
    Amount
    
    
    
    ComprehensiveOutstanding
    
    
    
    
    
    Income (Loss)Balance, at December 31, 2003
    
    
    4,554,242
    
    
    $
    27,155
    
    
    $
    8,385
    
    
    $
    77
    
    
    $
    35,617COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    
    
    
    
    
    2,118
    
    
    
    
    
    
    
    2,118Other comprehensive income, net of tax:Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (427
    )
    
    
    (427
    )Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,691Issuance of common stock
    
    
    61,727
    
    
    
    958
    
    
    
    
    
    
    
    
    
    
    
    958Stock grants
    
    
    85
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock options exercised
    
    
    3,329
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    37Balance, at June 30, 2004
    
    
    4,619,383
    
    
    $
    28,151
    
    
    $
    10,503
    
    
    ($
    350
    )
    
    $
    38,304Balance, at December 31, 2004
    
    
    4,620,250
    
    
    $
    28,163
    
    
    $
    10,612
    
    
    ($
    374
    )
    
    $
    38,401COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    
    
    
    
    
    2,608
    
    
    
    
    
    
    
    2,608Other comprehensive income, net of tax:Unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    39Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,647Issuance of common stock
    
    
    31,614
    
    
    
    549
    
    
    
    
    
    
    
    
    
    
    
    549Stock grants
    
    
    55
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock options exercised
    
    
    11,042
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    120Balance, at June 30, 2005
    
    
    4,662,961
    
    
    $
    28,833
    
    
    $
    13,220
    
    
    ($
    335
    )
    
    $
    41,718
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Six Months EndedJune 30,2005
    
    2004Cash Flows from Operating ActivitiesNet income
    
    $
    2,608
    
    
    $
    2,118Adjustments to reconcile net income to net
cash provided by operating activities:Provision for credit losses
    
    
    67
    
    
    
    77Depreciation and amortization
    
    
    351
    
    
    
    272Origination of loans held for sale
    
    
    (513
    )
    
    
    Gain on sales of assets and securities available for sale
    
    
    (92
    )
    
    
    (16
    )Stock dividends received
    
    
    (2
    )
    
    
    (9
    )Increase in accrued interest receivable
    
    
    (288
    )
    
    
    (230
    )(Increase) decrease in accrued interest payable
    
    
    12
    
    
    
    (9
    )Other
    
    
    (1,197
    )
    
    
    (189
    )Net cash provided by operating activities
    
    
    946
    
    
    
    2,014Cash Flows from Investing ActivitiesNet (increase) decrease in interest bearing deposits in banks
    
    
    4,242
    
    
    
    (9,780
    )Net decrease in federal funds sold
    
    
    5,787
    
    
    
    Proceeds from maturities of available for sale securities
    
    
    8,000
    
    
    
    16,200Proceeds from sales of available for sale securities
    
    
    
    
    
    
    22,783FHLB stock redeemed
    
    
    14
    
    
    
    Proceeds from maturities of securities held to maturity
    
    
    1,510
    
    
    
    935Purchases of securities available for sale
    
    
    (5,331
    )
    
    
    (44,964
    )Purchases of securities held to maturity
    
    
    
    
    
    
    (223
    )(Increase) decrease in loans made to customers, net of principal collections
    
    
    (22,815
    )
    
    
    (4,144
    )Purchases of premises and equipment
    
    
    (104
    )
    
    
    (608
    )Proceeds from sale of premises and equipment
    
    
    172
    
    
    
    Net cash (used in) investing activities
    
    
    (8,525
    )
    
    
    (19,801
    )Cash Flows from Financing ActivitiesNet increase in deposits
    
    
    16,778
    
    
    
    11,591Net increase (decrease) in repurchase agreements and other borrowings
    
    
    (8,351
    )
    
    
    (2,963
    )Payment of dividends, net of dividends reinvested
    
    
    (1,576
    )
    
    
    (1,137
    )Stock grants
    
    
    1
    
    
    
    1Exercised stock options
    
    
    120
    
    
    
    37Net cash provided by financing activities
    
    
    6,972
    
    
    
    7,529Net (decrease) in cash and due from banks
    
    
    (607
    )
    
    
    (10,258
    )Cash and Due from BanksBeginning of period
    
    
    13,562
    
    
    
    30,799End of period
    
    $
    12,955
    
    
    $
    20,541Supplemental Disclosure of Cash Flow InformationInterest paid
    
    $
    1,291
    
    
    $
    777Income taxes paid
    
    
    1,530
    
    
    
    1,330Supplemental Schedule of Non-cash Investing and Financing ActivitiesFair value adjustment of securities available for sale, net of tax
    
    
    39
    
    
    
    (427
    )Issuance of common stock through dividend reinvestment plan
    
    
    549
    
    
    
    958
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Dollars in thousands, except for per share
    
    Net Income
    
    Shares
    
    Per Shareamounts
    
    (Numerator)
    
    (Denominator)
    
    AmountSix months ended June 30, 2005Basic earnings per share:Net Income
    
    $
    2,608
    
    
    
    4,657,031
    
    
    $
    0.56Effect of dilutive securities:Options
    
    
    
    
    
    
    31,860
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    2,608
    
    
    
    4,688,891
    
    
    $
    0.56Six months ended June 30, 2004Basic earnings per share:Net Income
    
    $
    2,118
    
    
    
    4,614,003
    
    
    $
    0.46Effect of dilutive securities:Options
    
    
    
    
    
    
    37,502
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    2,118
    
    
    
    4,651,505
    
    
    $
    0.46
 5




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Dollars in thousands, except for per share
    
    Net Income
    
    Shares
    
    Per Shareamounts
    
    (Numerator)
    
    (Denominator)
    
    AmountThree months ended June 30, 2005Basic earnings per share:Net Income
    
    $
    1,280
    
    
    
    4,661,646
    
    
    $
    0.27Effect of dilutive securities:Options
    
    
    
    
    
    
    29,938
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    1,280
    
    
    
    4,691,584
    
    
    $
    0.27Three months ended June 30, 2004Basic earnings per share:Net Income
    
    $
    1,102
    
    
    
    4,618,736
    
    
    $
    0.24Effect of dilutive securities:Options
    
    
    
    
    
    
    36,587
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    1,102
    
    
    
    4,655,323
    
    
    $
    0.24
  Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 (Dollars in thousands, except per share amounts)
    
    Six Months EndedJune 30,2005
    
    2004Net income, as reported
    
    $
    2,608
    
    
    $
    2,118Less total stock-based compensation expense determined
under fair value method for all qualifying awards
    
    
    (64
    )
    
    
    (83
    )Pro forma net income
    
    $
    2,544
    
    
    $
    2,035Earnings per share:Basic and diluted:As reported
    
    $
    0.56
    
    
    $
    0.46Pro forma
    
    $
    0.55
    
    
    $
    0.44
 (Dollars in thousands, except per share amounts)
    
    Three Months EndedJune 30,2005
    
    2004Net income, as reported
    
    $
    1,280
    
    
    $
    1,102Less total stock-based compensation expense determined
under fair value method for all qualifying awards
    
    
    (32
    )
    
    
    (42
    )Pro forma net income
    
    $
    1,248
    
    
    $
    1,060Earnings per share:Basic and diluted:As reported
    
    $
    0.27
    
    
    $
    0.24Pro forma
    
    $
    0.27
    
    
    $
    0.23
   6




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Share-Based
Payment
  7




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##### Table of Contents



ITEM 2
 
   .
          8




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##### Table of Contents



June 30, 2005
    
    December 31, 2004
    
    June 30, 2004Commercial
    
    $
    22,979
    
    
    $
    21,141
    
    
    $
    23,173Agriculture
    
    
    24,855
    
    
    
    19,508
    
    
    
    20,307Real EstateConstruction
    
    
    6,964
    
    
    
    8,200
    
    
    
    4,7421-4 Family
    
    
    23,045
    
    
    
    22,916
    
    
    
    25,451Multi-family
    
    
    24,895
    
    
    
    22,791
    
    
    
    10,448Commercial
    
    
    117,245
    
    

    
    102,623
    
    
    
    92,069Farmland
    
    
    13,487
    
    
    
    13,449
    
    
    
    13,057Consumer Loans
    
    
    3,399
    
    
    
    3,552
    
    
    
    3,076236,869
    
    
    
    214,180
    
    
    
    192,323Less: net deferred loan fees
    
    
    (439
    )
    
    
    (439
    )
    
    
    (454
    )Total Loans
    
    
    236,430
    
    
    
    213,741
    
    
    
    191,869Less: allowance for credit losses
    
    
    (2,745
    )
    
    
    (2,790
    )
    
    
    (2,782
    )Net Loans
    
    $
    233,685
    
    
    $
    210,951
    
    
    $
    189,087
  2005
    
    2004Balance at beginning of period
    
    $
    2,790
    
    
    $
    2,765Provision charged to operations
    
    
    67
    
    
    
    77Loans recovered
    
    
    4
    
    
    
    0Loans charged off
    
    
    (116
    )
    
    
    (60
    )Balance at end of period
    
    $
    2,745
    
    
    $
    2,782
   9




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Gross
    
    GrossUnrealized
    
    UnrealizedJune 30, 2005
    
    Amortized Cost
    
    Gains
    
    Losses
    
    Fair ValueAvailable for SaleU.S. Government and Agency SecuritiesTotal
    
    $
    68,496
    
    
    $
    
    
    
    ($
    550
    )
    
    $
    67,946Held to MaturityState and Municipal SecuritiesTotal
    
    $
    8,452
    
    
    $
    267
    
    
    ($
    8
    )
    
    $
    8,711
 Gross
    
    GrossUnrealized
    
    UnrealizedDecember 31, 2004
    
    Amortized Cost
    
    Gains
    
    Losses
    
    Fair ValueAvailable for SaleU.S. Government and Agency SecuritiesTotal
    
    $
    71,560
    
    
    $
    
    
    
    ($
    613
    )
    
    $
    70,947Held to MaturityState and Municipal SecuritiesTotal
    
    $
    9,956
    
    
    $
    357
    
    
    ($
    10
    )
    
    $
    10,303
    
    
    $5.8 million decrease in federal funds sold
    
    $.6 million decrease in cash and due from banks
    
    $4.2 million decrease in interest bearing deposits in banks
    
    $3.0 million decrease in securities available for sale
    
    $1.5 million decrease in securities held to maturity
    
    $22.7 million increase in net loans
   
    
    $1.3 million decrease in demand deposits
    
    $20.6 million increase in savings and interest bearing deposits
    
    $2.6 million decrease in time certificates of deposits
 10




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##### Table of Contents




    
    $24.1 million decrease in repurchase agreements
    
    $2.7 million decrease in other liabilities, due to the payment of the cash dividend to shareholders
    
    $15.7 million increase in other borrowings
              11




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12




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June 30, 2005
    
    December 31, 2004Adequately
    
    Well
    
    
    
    
    
    Adequately
    
    WellCapitalized
    
    Capitalized
    
    
    
    
    
    Capitalized
    
    CapitalizedRatio
    
    Standards
    
    Standards
    
    Ratio
    
    Standards
    
    StandardsTier 1 Leverage CapitalConsolidated
    
    
    12.56
    %
    
    
    4
    %
    
    
    N/A
    
    
    
    11.58
    %
    
    
    4
    %
    
    
    N/ABank
    
    
    12.53
    %
    
    
    4
    %
    
    
    5
    %
    
    
    11.69
    %
    
    
    4
    %
    
    
    5
    %Tier 1 Risk Based CapitalConsolidated
    
    
    15.32
    %
    
    
    4
    %
    
    
    N/A
    
    
    
    15.29
    %
    
    
    4
    %
    
    
    N/ABank
    
    
    15.27
    %
    
    
    4
    %
    
    
    6
    %
    
    
    15.25
    %
    
    
    4
    %
    
    
    6
    %Total Risk Based CapitalConsolidated
    
    
    16.32
    %
    
    
    8
    %
    
    
    N/A
    
    
    
    16.39
    %
    
    
    8
    %
    
    
    N/ABank
    
    
    16.27
    %
    
    
    8
    %
    
    
    10
    %
    
    
    16.35
    %
    
    
    8
    %
    
    
    10
    %
 
      
  a)
    
    Evaluation of Disclosure Controls and Procedures:An evaluation of the Companys disclosure
controls and procedures (as defined in Section 13(a)-15(e) and 15d-15(e)) of the Securities
Exchange Act of 1934 was carried out under the supervision and with the participation of the
Companys Chief Executive Officer, Chief Financial Officer and several other members of the
Companys senior management as of the end of the period covered by this quarterly report. The
Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the Company in the reports it files or submits under
the Act is (1) accumulated and communicated to the Companys management (including the Chief
Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms.b)
    
    Changes in Internal Controls:There were no significant changes in the Companys internal
controls or in other factors that could significantly affect the Companys internal controls
subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in
such controls requiring corrective actions. As a result, no corrective actions were taken.
 13




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##### Table of Contents



PART II. OTHER INFORMATION
 
   
  
 
   
  (a)
    
    April 20, 2005, Annual Meeting(b)
    
    Need not be completed(c)
    
    The following matters were voted upon at the Annual Meeting of
Shareholders on April 20, 2005
 (1)
    
    The re-election of three (3) Directors for terms expiring in
2008 or until their successors have been elected and qualified.Directors:
 Scott Fewel
    
    
    
    
    
    Rosetta Venell
    
    
    
    
    
    Duane SorensenVotes cast for:
    
    
    3,396,918
    
    
    Votes cast for:
    
    
    3,398,768
    
    
    Votes cast for:
    
    
    3,398,772Votes withheld:
    
    
    6,450
    
    
    Votes withheld:
    
    
    4,600
    
    
    Votes withheld:
    
    
    4,595
  
   
   31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.32.1
    
    Chief Executive Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.32.2
    
    Chief Financial Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 14




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##### Table of Contents



Date: August 8, 2005
    
    
    
    /s/ William V. HumphreysBy:
    
    William V. HumphreysPresident andChief Executive OfficerDate: August 8, 2005
    
    
    
    /s/ Lark E. WyshamBy:
    
    Lark E. WyshamExecutive Vice President andChief Financial Officer
 15