x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Kentucky
|
61-0912615
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
1065 Ashley Street, Bowling Green, Kentucky
|
42103
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ¨
|
||||
Accelerated filer ¨
|
||||
Non-accelerated filer ¨
|
||||
Smaller reporting company x
|
PART I – FINANCIAL INFORMATION
|
||
ITEM 1
|
FINANCIAL STATEMENTS
|
4
|
ITEM 2
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
20
|
ITEM 3
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
37
|
ITEM 4
|
CONTROLS AND PROCEDURES
|
38
|
PART II-OTHER INFORMATION | ||
ITEM 6
|
EXHIBITS
|
39
|
SIGNATURES
|
40
|
Part 1. Financial Information
|
Citizens First Corporation
|
|||
Unaudited Consolidated Balance Sheets
Dollars in thousands
|
|||
|
September 30, 2010
|
December 31, 2009
|
|
Assets
|
|||
Cash and due from financial institutions
|
$5,437
|
$6,619
|
|
Federal funds sold
|
6,256
|
3,137
|
|
Cash and cash equivalents
|
11,693
|
9,756
|
|
Available for sale securities
|
40,513
|
41,059
|
|
Loans held for sale
|
844
|
295
|
|
Loans, net of allowance of $4,839 and $3,988 at September 30, 2010 and December 31, 2009, respectively
|
259,444
|
259,934
|
|
Premises and equipment, net
|
10,455
|
10,846
|
|
Bank owned life insurance
|
6,981
|
6,760
|
|
Federal Home Loan Bank (FHLB) stock, at cost
|
2,025
|
2,025
|
|
Accrued interest receivable
|
2,154
|
2,111
|
|
Deferred income taxes
|
3,825
|
3,888
|
|
Goodwill
|
2,575
|
2,575
|
|
Core deposit intangible
|
1,095
|
1,293
|
|
Other assets
|
2,839
|
3,689
|
|
Total assets
|
$344,443
|
$344,231
|
|
Liabilities and Stockholders' Equity
|
|||
Liabilities
|
|||
Deposits:
|
|||
Non-interest bearing
|
$36,390
|
$36,586
|
|
Savings, NOW and money market
|
68,296
|
75,244
|
|
Time
|
184,630
|
176,690
|
|
Total deposits
|
289,316
|
288,520
|
|
Securities sold under repurchase agreements
|
786
|
800
|
|
FHLB advances
|
8,500
|
11,500
|
|
Subordinated debentures
|
5,000
|
5,000
|
|
Accrued interest payable
|
385
|
440
|
|
Other liabilities
|
1,836
|
1,113
|
|
Total liabilities
|
305,823
|
307,373
|
|
Stockholders' Equity:
|
|||
6.5% cumulative preferred stock, no par value; authorized 250 shares; liquidation preference of $7,998; issued and outstanding 250 shares at September 30, 2010 and at December 31, 2009, respectively
|
7,659
|
7,659
|
|
5.0% Series A preferred stock; no par value; authorized 250 shares, liquidation preference of $8,779; issued and outstanding 250 shares at September 30, 2010 and at December 31, 2009, respectively
|
8,571
|
8,523
|
|
Common stock, no par value; authorized 5,000,000 shares; issued and outstanding 1,968,777 shares at September 30, 2010 and at December 31, 2009, respectively
|
27,072
|
27,072
|
|
Accumulated deficit
|
(4,833)
|
(5,873)
|
|
Accumulated other comprehensive income (loss)
|
151
|
(523)
|
|
Total stockholders' equity
|
38,620
|
36,858
|
|
Total liabilities and stockholders' equity
|
$344,443
|
$344,231
|
|
See Notes to Unaudited Consolidated Financial Statements
|
Citizens First Corporation
Unaudited Consolidated Statements of Operations
Dollars in thousands, except per share data
Three months ended September 30
|
|||
2010
|
2009
|
||
Interest and dividend income
|
|||
Loans
|
$4,049
|
$3,969
|
|
Taxable securities
|
163
|
146
|
|
Non-taxable securities
|
182
|
188
|
|
Federal funds sold and other
|
30
|
27
|
|
Total interest and dividend income
|
4,424
|
4,330
|
|
Interest expense
|
|||
Deposits
|
1,170
|
1,297
|
|
FHLB advances
|
60
|
147
|
|
Subordinated debentures
|
28
|
29
|
|
Short-term borrowings
|
2
|
13
|
|
Total interest expense
|
1,260
|
1,486
|
|
Net interest income
|
3,164
|
2,844
|
|
Provision for loan losses
|
375
|
300
|
|
Net interest income after provision for loan losses
|
2,789
|
2,544
|
|
Non-interest income
|
|||
Service charges on deposit accounts
|
418
|
353
|
|
Other service charges and fees
|
116
|
112
|
|
Gain on sale of mortgage loans
|
95
|
63
|
|
Lease income
|
44
|
38
|
|
BOLI income
|
74
|
76
|
|
Other income
|
34
|
34
|
|
Total non-interest income
|
781
|
676
|
|
Non-interest expenses
|
|||
Salaries and employee benefits
|
1,154
|
1,304
|
|
Net occupancy expense
|
325
|
336
|
|
Equipment expense
|
158
|
192
|
|
Advertising and public relations
|
73
|
113
|
|
Professional fees
|
145
|
120
|
|
Data processing services
|
178
|
179
|
|
Franchise shares and deposit tax
|
129
|
114
|
|
FDIC Insurance
|
112
|
128
|
|
Core deposit intangible amortization
|
66
|
69
|
|
Postage and office supplies
|
47
|
50
|
|
Telephone and other communication
|
45
|
49
|
|
Other real estate owned expenses
|
100
|
43
|
|
Other
|
173
|
165
|
|
Total non-interest expenses
|
2,705
|
2,862
|
|
Income before income taxes
|
865
|
358
|
|
Provision for income taxes
|
207
|
31
|
|
Net income
|
$ 658
|
$ 327
|
|
Dividends and accretion on preferred stock
|
257
|
256
|
|
Net income available for common stockholders
|
$ 401
|
$ 71
|
|
Basic earnings per common share
|
$ 0.21
|
$ 0.03
|
|
Diluted earnings per common share
|
$ 0.20
|
$ 0.03
|
|
See Notes to Unaudited Consolidated Financial Statements
|
Citizens First Corporation
Unaudited Consolidated Statements of Operations
Dollars in thousands, except per share data
|
|||
Nine months ended September 30,
|
|||
2010
|
2009
|
||
Interest and dividend income
|
|||
Loans
|
$12,114
|
$11,835
|
|
Taxable securities
|
466
|
608
|
|
Non-taxable securities
|
549
|
565
|
|
Federal funds sold and other
|
83
|
78
|
|
Total interest and dividend income
|
13,212
|
13,086
|
|
Interest expense
|
|||
Deposits
|
3,660
|
4,295
|
|
FHLB advances
|
183
|
491
|
|
Subordinated debentures
|
75
|
103
|
|
Short-term borrowings
|
6
|
96
|
|
Total interest expense
|
3,924
|
4,985
|
|
Net interest income
|
9,288
|
8,101
|
|
Provision for loan losses
|
1,225
|
3,500
|
|
Net interest income after provision for loan losses
|
8,063
|
4,601
|
|
Non-interest income
|
|||
Service charges on deposit accounts
|
1,184
|
994
|
|
Other service charges and fees
|
290
|
292
|
|
Gain on sale of mortgage loans
|
194
|
258
|
|
Lease income
|
111
|
119
|
|
BOLI income
|
221
|
226
|
|
Gain on sale of investments
|
0
|
361
|
|
Other income
|
115
|
99
|
|
Total non-interest income
|
2,115
|
2,349
|
|
Non-interest expenses
|
|||
Salaries and employee benefits
|
3,376
|
4,092
|
|
Net occupancy expense
|
959
|
1,010
|
|
Equipment expense
|
483
|
569
|
|
Advertising and public relations
|
206
|
340
|
|
Professional fees
|
437
|
448
|
|
Data processing services
|
560
|
501
|
|
Franchise shares and deposit tax
|
363
|
365
|
|
FDIC Insurance
|
361
|
489
|
|
Core deposit intangible amortization
|
198
|
207
|
|
Postage and office supplies
|
123
|
165
|
|
Telephone and other communication
|
138
|
149
|
|
Other real estate owned expenses
|
194
|
149
|
|
Other
|
476
|
497
|
|
Total non-interest expenses
|
7,874
|
8,981
|
|
Income (loss) before income taxes
|
2,304
|
(2,031)
|
|
Provision (benefit) for income taxes
|
498
|
(987)
|
|
Net income (loss)
|
$1,806
|
$(1,044)
|
|
Dividends and accretion on preferred stock
|
767
|
764
|
|
Net income (loss) available for common stockholders
|
$1,039
|
$(1,808)
|
|
Basic earnings (loss) per common share
|
$ 0.53
|
$(0.92)
|
|
Diluted earnings (loss) per common share
|
$ 0.52
|
$(0.92)
|
|
See Notes to Unaudited Consolidated Financial Statements
|
Citizens First Corporation
|
|||
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Dollars in thousands
(except per share data)
|
|||
Nine months ended September 30,
|
|||
2010
|
2009
|
||
Balance January 1
|
$36,858
|
$39,285
|
|
Net income (loss)
|
1,806
|
(1,044)
|
|
Stock-based compensation
|
-
|
13
|
|
Payment of preferred dividends, $1,437 and $1,432 per share for 2010 and 2009
|
(719)
|
(716)
|
|
Other comprehensive income, net of tax
|
675
|
440
|
|
Balance at end of period
|
$38,620
|
$37,978
|
|
Citizens First Corporation
|
|||
Unaudited Consolidated Statements of Comprehensive Income (Loss)
Dollars in thousands
|
|||
Three months ended September 30,
|
|||
2010
|
2009
|
||
Net income
|
$658
|
$ 327
|
|
Other comprehensive income, net of tax:
|
|||
Unrealized gain on available for sale securities, net
|
313
|
776
|
|
Comprehensive income
|
$971
|
$1,103
|
|
Citizens First Corporation
|
|||
Unaudited Consolidated Statements of Comprehensive Income (Loss)
Dollars in thousands
|
|||
Nine months ended September 30,
|
|||
2010
|
2009
|
||
Net income (loss)
|
$ 1,806
|
$(1,044)
|
|
Other comprehensive income, net of tax:
|
|||
Unrealized gain on available for sale securities, net
|
675
|
440
|
|
Comprehensive income (loss)
|
$2,481
|
$ (604)
|
|
Citizens First Corporation
Unaudited Consolidated Statements of Cash Flows
Dollars in thousands
|
|||
Nine months ended September 30 | |||
|
|||
2010
|
2009
|
||
Operating activities:
|
|||
Net income/(loss)
|
$1,806
|
$(1,044)
|
|
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
|
|||
Depreciation and amortization
|
584
|
636
|
|
Stock-based compensation expense
|
-
|
13
|
|
Provision for loan losses
|
1,225
|
3,500
|
|
Amortization of premiums and discounts on securities
|
32
|
82
|
|
Amortization of core deposit intangible
|
198
|
207
|
|
Deferred income taxes
|
(284)
|
(1,141)
|
|
Sale of mortgage loans held for sale
|
11,337
|
19,311
|
|
Origination of mortgage loans for sale
|
(11,691)
|
(21,377)
|
|
Bank-owned life insurance
|
(221)
|
(226)
|
|
Gain on the sale of securities available-for-sale
|
-
|
(361)
|
|
Loss/(Gain) on the sale of property plant and equipment
|
9
|
(14)
|
|
Gains on sales of loans
|
(194)
|
(258)
|
|
Net loss on sale of other real estate owned
|
162
|
92
|
|
Changes in:
|
|||
Interest receivable
|
(42)
|
268
|
|
Other assets
|
978
|
632
|
|
Interest payable and other liabilities
|
668
|
(322)
|
|
Net cash provided by (used in) operating activities
|
4,567
|
(2)
|
|
Investing activities:
|
|||
Loan originations and payments, net
|
(1,196)
|
8,313
|
|
Purchases of premises and equipment
|
(230)
|
(623)
|
|
Purchase of available-for-sale securities
|
(24,625)
|
(22,092)
|
|
Proceeds from maturities of available-for-sale securities
|
26,161
|
11,953
|
|
Proceeds from sales of available-for-sale securities
|
-
|
12,278
|
|
Proceeds from sale of other real estate owned
|
170
|
792
|
|
Proceeds from disposal of property plant and equipment
|
27
|
103
|
|
Net cash provided by investing activities
|
307
|
10,724
|
|
Financing activities:
|
|||
Net change in demand deposits, money market, NOW, and savings accounts
|
(7,144)
|
5,277
|
|
Net change in time deposits
|
7,940
|
(2,518)
|
|
Proceeds from FHLB advances
|
7,800
|
21,500
|
|
Repayment of FHLB advances
|
(10,800)
|
(29,500)
|
|
Net change in repurchase agreements
|
(14)
|
(6,741)
|
|
Dividends paid on preferred stock
|
(719)
|
(716)
|
|
Net cash provided by/(used in) financing activities
|
(2,937)
|
(12,698)
|
|
Increase/(Decrease) in cash and cash equivalents
|
1,937
|
(1,976)
|
|
Cash and cash equivalents, beginning of year
|
9,756
|
15,331
|
|
Cash and cash equivalents, end of quarter
|
$11,693
|
$13,355
|
|
Supplemental Cash Flows Information:
|
|||
Interest paid
|
$3,978
|
$5,199
|
|
Income taxes paid
|
$ 130
|
$ -
|
|
Loans transferred to other real estate
|
$ 461
|
$ 485
|
|
See Notes to Unaudited Consolidated Financial Statements
|
Note 2 - Reclassifications
|
2010
|
|||
Shares
|
Weighted-
Average Exercise
Price
|
||
Outstanding, beginning of year
|
91,260
|
$15.22
|
|
Granted
|
-
|
-
|
|
Exercised
|
-
|
-
|
|
Forfeited
|
596
|
$12.93
|
|
Expired
|
-
|
-
|
|
Outstanding, end of period
|
90,664
|
$15.22
|
|
Options exercisable, end of period
|
90,664
|
$15.22
|
(Dollars in Thousands)
|
||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|
September 30, 2010
|
||||
U. S. government agencies
|
$9,524
|
$73
|
$ -
|
$ 9,597
|
State and municipal
|
18,691
|
1,013
|
-
|
19,704
|
Agency mortgage-backed securities: residential
|
10,207
|
110
|
(5)
|
10,312
|
Trust preferred security
|
1,862
|
-
|
(962)
|
900
|
Total investment securities
|
$40,284
|
$1,196
|
$(967)
|
$40,513
|
December 31, 2009
|
||||
U. S. government agencies
|
$19,178
|
$14
|
$(90)
|
$19,102
|
State and municipal
|
18,809
|
441
|
(54)
|
19,196
|
Agency mortgage-backed securities:
residential
|
2,004
|
57
|
-
|
2,061
|
Trust preferred security
|
1,861
|
-
|
(1,161)
|
700
|
Total investment securities
|
$41,852
|
$512
|
$(1,305)
|
$41,059
|
September 30, 2010
(Dollars in Thousands)
|
||||
Available for Sale
|
||||
Amortized Cost
|
Fair Value
|
|||
Due in one year or less
|
$ 380
|
$ 381
|
||
Due from one to five years
|
6,037
|
6,226
|
||
Due from five to ten years
|
13,426
|
13,953
|
||
Due after ten years
|
10,234
|
9,641
|
||
Agency mortgage-backed: residential
|
10,207
|
10,312
|
||
Total
|
$40,284
|
$40,513
|
(Dollars in Thousands)
|
||||||
Less than 12 Months
|
12 Months or More
|
Total
|
||||
Description of
Securities
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
September 30, 2010:
|
||||||
Agency mortgage-backed securities: -residential
|
$981
|
$(5)
|
-
|
-
|
$981
|
$ (5)
|
Trust preferred security
|
-
|
-
|
900
|
(962)
|
900
|
(962)
|
Total temporarily impaired
|
$981
|
$(5)
|
$900
|
$(962)
|
$1,881
|
$(967)
|
(Dollars in Thousands)
|
||||||
Less than 12 Months
|
12 Months or More
|
Total
|
||||
Description of
Securities
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
December 31, 2009:
|
||||||
U.S. government agencies
|
$ 9,619
|
$ (90)
|
$ -
|
$ -
|
$ 9,619
|
$ (90)
|
State and municipal
|
1,887
|
(54)
|
-
|
-
|
1,887
|
(54)
|
Trust preferred security
|
-
|
-
|
700
|
(1,161)
|
700
|
(1,161)
|
Total temporarily impaired
|
$11,506
|
$(144)
|
$700
|
$(1,161)
|
$12,206
|
$(1,305)
|
|
Note 6 - Loans and Allowance for Loan Losses
|
(Dollars in Thousands)
|
||||
September 30, 2010
|
December 31, 2009
|
|||
Commercial and agricultural
|
$67,816
|
$74,944
|
||
Commercial real estate
|
111,273
|
104,768
|
||
Residential real estate
|
75,083
|
73,166
|
||
Consumer
|
10,111
|
11,044
|
||
Total loans
|
264,283
|
263,922
|
||
Less allowance for loan losses
|
(4,839)
|
(3,988)
|
||
Net loans
|
$259,444
|
$ 259,934
|
(Dollars in Thousands)
|
||||
September 30, 2010
|
September 30, 2009
|
|||
Balance, beginning of year,
|
$3,988
|
$3,816
|
||
Provision charged to expense
|
1,225
|
3,500
|
||
Loans charged off
|
(629)
|
(3,618)
|
||
Recoveries
|
255
|
79
|
||
Balance, end of period
|
$ 4,839
|
$ 3,777
|
(Dollars in Thousands)
|
||||
September 30, 2010
|
December 31, 2009
|
|||
Principal balance of impaired loans,
|
$1,184
|
$1,230
|
||
Impaired loans with a valuation allowance
|
1,118
|
1,085
|
||
Amount of valuation allowance
|
111
|
256
|
||
Impaired loans with no valuation allowance
|
66
|
145
|
||
(Dollars in Thousands)
|
||||
September 30, 2010
|
December 31, 2009
|
|||
Loans past due 90 days or more still on accrual
|
$725
|
$48
|
||
Non-accrual loans
|
459
|
1,182
|
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
Fair Value Measurements at September 30, 2010, Using
(Dollars in Thousands)
|
||||
September 30, 2010
Carrying value
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|
Assets:
|
||||
Securities available-for-sale
|
||||
U. S. government agencies
|
$9,597
|
$9,597
|
||
State and municipal
|
19,704
|
19,704
|
||
Agency mortgage-backed securities -residential
|
10,312
|
10,312
|
||
Trust preferred security
|
900
|
900
|
||
Total investment securities
|
$40,513
|
-
|
$40,513
|
-
|
Fair Value Measurements at Dece,ber 31, 2009, Using
(Dollars in Thousands)
|
||||
December 31, 2009
Carrying value
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|
Assets:
|
||||
Securities available-for-sale
|
||||
U. S. government agencies
|
$19,102
|
$19,102
|
||
State and municipal
|
19,196
|
19,196
|
||
Agency mortgage-backed securities -residential
|
2,061
|
2,061
|
||
Trust preferred security
|
700
|
700
|
Total investment securities
|
$41,059
|
-
|
$41,059
|
-
|
Fair Value Measurements at September 30, 2010, Using
(Dollars in Thousands)
|
||||
September 30, 2010 Carrying value
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|
Impaired loans
|
$1,030
|
$1,030
|
||
Other real estate owned, net
|
$1,283
|
$1,283
|
Fair Value Measurements at December 31, 2009, Using
(Dollars in Thousands)
|
||||
December 31, 2009 Carrying value
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|
Impaired loans
|
$1,076
|
$1,076
|
||
Other real estate owned, net
|
$1,154
|
$1,154
|
(Dollars in Thousands)
|
||||||
September 30, 2010
|
December 31, 2009
|
|||||
Carrying Amount
|
Fair Value
|
Carrying Amount
|
Fair Value
|
|||
Financial Assets
|
||||||
Cash and cash equivalents
|
$11,693
|
$11,693
|
$9,756
|
$9,756
|
||
Loans held for sale
|
844
|
857
|
295
|
295
|
||
Loans, net of allowance
|
258,543
|
259,048
|
258,858
|
260,852
|
||
Accrued interest receivable
|
2,154
|
2,154
|
2,111
|
2,111
|
||
Federal Home Loan Bank stock
|
2,025
|
N/A
|
2,025
|
N/A
|
(Dollars in Thousands)
|
||||||
September 30, 2010
|
December 31, 2009
|
|||||
Carrying Amount
|
Fair Value
|
Carrying Amount
|
Fair Value
|
|||
Financial Liabilities
|
||||||
Deposits
|
$289,316
|
$290,899
|
$288,520
|
$288,871
|
||
Securities sold under repurchase agreements
|
786
|
786
|
800
|
800
|
||
FHLB advances
|
8,500
|
8,987
|
11,500
|
11,824
|
||
Subordinated debentures
|
5,000
|
3,094
|
5,000
|
3,094
|
||
Accrued interest payable
|
385
|
385
|
440
|
440
|
Quarter ended September 30, 2010
|
Quarter ended September 30, 2009
|
||||||
Income
|
Weighted
Average
Shares
|
Per Share
Amount
|
Income/
(Loss)
|
Weighted-
Average
Shares
|
Per Share
Amount
|
||
Basic earnings per common share
|
|||||||
Net income/(loss)
|
$ 658
|
$327
|
|||||
Less: Dividends and accretion on preferred stock
|
(257)
|
(256)
|
|||||
Net income/(loss) available to common shareholders
|
$ 401
|
1,968,777
|
$0.21
|
$71
|
1,968,777
|
$0.03
|
|
Effect of dilutive securities
|
|||||||
Convertible preferred stock
|
-
|
-
|
-
|
-
|
|||
Stock options
|
-
|
-
|
-
|
-
|
|||
Warrants
|
-
|
65,558
|
-
|
-
|
|||
Diluted earnings per common share
|
|||||||
Net income/(loss) available to common shareholders and assumed conversions
|
$401
|
2,034,335
|
$0.20
|
$71
|
1,968,777
|
$0.03
|
|
Nine months ended September 30, 2010
|
Nine months ended September 30, 2009
|
||||||
Income
|
Weighted
Average
Shares
|
Per Share
Amount
|
Income/
(Loss)
|
Weighted-
Average
Shares
|
Per Share
Amount
|
||
Basic earnings per common share
|
|||||||
Net income/(loss)
|
$1,806
|
$(1,044)
|
|||||
Less: Dividends and accretion on preferred stock
|
(767)
|
(764)
|
|||||
Net income/(loss) available to common shareholders
|
$1,039
|
1,968,777
|
$0.53
|
$(1,808)
|
1,968,777
|
$(0.92)
|
|
Effect of dilutive securities
|
|||||||
Convertible preferred stock
|
-
|
-
|
-
|
-
|
|||
Stock options
|
-
|
-
|
-
|
-
|
|||
Warrants
|
-
|
55,298
|
-
|
-
|
|||
Diluted earnings per common share
|
|||||||
Net income/(loss) available to common shareholders and assumed conversions
|
$1,039
|
2,024,075
|
$0.52
|
$(1,808)
|
1,968,777
|
$(0.92)
|
|
Average Consolidated Balance Sheets and Net Interest Analysis (Dollars in thousands)
|
|||||||
Quarter ended September 30,
|
2010
|
2009
|
|||||
Average
Balance
|
Income/
Expense
|
Average
Rate
|
Average
Balance
|
Income/
Expense
|
Average
Rate
|
||
Earning assets:
|
|||||||
Federal funds sold
|
$ 8,903
|
$7
|
0.31%
|
$ 3,132
|
$ 2
|
0.25%
|
|
Available-for-sale securities (1)
|
|||||||
Taxable
|
22,729
|
163
|
2.84%
|
21,574
|
146
|
2.68%
|
|
Nontaxable (1)
|
18,694
|
277
|
5.87%
|
19,298
|
286
|
5.88%
|
|
Federal Home Loan Bank stock
|
2,025
|
23
|
4.45%
|
2,025
|
26
|
5.09%
|
|
Loan receivables (2)
|
265,763
|
4,049
|
6.05%
|
260,769
|
3,969
|
6.04%
|
|
Total interest earning assets
|
318,114
|
4,519
|
5.64%
|
306,798
|
4,429
|
5.73%
|
|
Non-interest earning assets
|
32,188
|
33,933
|
|||||
Total Assets
|
$ 350,302
|
$ 340,731
|
|||||
Interest-bearing liabilities:
|
|||||||
Interest-bearing transaction accounts
|
$ 61,745
|
$ 82
|
0.53%
|
$ 60,094
|
$ 94
|
0.62%
|
|
Savings accounts
|
10,032
|
7
|
0.29%
|
9,267
|
7
|
0.30%
|
|
Time deposits
|
186,773
|
1,081
|
2.30%
|
165,721
|
1,196
|
2.86%
|
|
Total interest-bearing deposits
|
258,550
|
1,170
|
1.80%
|
235,082
|
1,297
|
2.19%
|
|
Short-term borrowings
|
2
|
0
|
0.00%
|
0
|
0
|
0.00%
|
|
Securities sold under repurchase agreements
|
854
|
2
|
0.93%
|
2,235
|
13
|
2.31%
|
|
FHLB borrowings
|
8,500
|
60
|
2.82%
|
21,880
|
147
|
2.67%
|
|
Subordinated debentures
|
5,000
|
28
|
2.21%
|
5,000
|
29
|
2.30%
|
|
Total interest-bearing liabilities
|
272,906
|
1,260
|
1.83%
|
264,197
|
1,486
|
2.23%
|
|
Non-interest bearing deposits
|
37,030
|
36,994
|
|||||
Other liabilities
|
1,910
|
1,949
|
|||||
Total liabilities
|
311,846
|
303,140
|
|||||
Stockholders’ equity
|
38,456
|
37,591
|
|||||
Total Liabilities and Stockholders’ Equity
|
$ 350,302
|
$ 340,731
|
|||||
Net interest income
|
$ 3,259
|
$ 2,943
|
|||||
Net interest spread (1)
|
3.81%
|
3.50%
|
|||||
Net interest margin (1) (3)
|
4.06%
|
3.80%
|
|||||
Return on average assets ratio
|
0.75%
|
0.38%
|
|||||
Return on average equity ratio
|
6.84%
|
3.45%
|
|||||
Average equity to assets ratio
|
10.98%
|
11.03%
|
|||||
_______________
|
Average Consolidated Balance Sheets and Net Interest Analysis (Dollars in thousands)
|
|||||||
Nine months ended September 30,
|
2010
|
2009
|
|||||
Average
Balance
|
Income/
Expense
|
Average
Rate
|
Average
Balance
|
Income/
Expense
|
Average
Rate
|
||
Earning assets:
|
|||||||
Federal funds sold
|
$ 6,461
|
$15
|
0.30%
|
$ 4,214
|
$ 7
|
0.22%
|
|
Available-for-sale securities (1)
|
|||||||
Taxable
|
21,355
|
466
|
2.92%
|
22,683
|
608
|
3.58%
|
|
Nontaxable (1)
|
18,756
|
832
|
5.93%
|
19,330
|
857
|
5.93%
|
|
Federal Home Loan Bank stock
|
2,025
|
68
|
4.50%
|
2,025
|
71
|
4.69%
|
|
Loan receivables (2)
|
266,564
|
12,114
|
6.08%
|
266,296
|
11,835
|
5.94%
|
|
Total interest earning assets
|
315,161
|
13,495
|
5.72%
|
314,548
|
13,378
|
5.69%
|
|
Non-interest earning assets
|
32,689
|
33,447
|
|||||
Total Assets
|
$347,850
|
$347,995
|
|||||
Interest-bearing liabilities:
|
|||||||
Interest-bearing transaction accounts
|
$ 64,049
|
$ 264
|
0.55%
|
$ 60,202
|
$ 282
|
0.63%
|
|
Savings accounts
|
9,699
|
21
|
0.28%
|
8,915
|
20
|
0.30%
|
|
Time deposits
|
183,957
|
3,375
|
2.45%
|
166,759
|
3,993
|
3.20%
|
|
Total interest-bearing deposits
|
257,705
|
3,660
|
1.90%
|
235,876
|
4,295
|
2.43%
|
|
Short-term borrowings
|
13
|
0
|
0.00%
|
17
|
0
|
0.00%
|
|
Securities sold under repurchase agreements
|
909
|
6
|
0.94%
|
4,572
|
96
|
2.81%
|
|
FHLB borrowings
|
7,993
|
183
|
3.05%
|
24,993
|
491
|
2.63%
|
|
Subordinated debentures
|
5,000
|
75
|
2.02%
|
5,000
|
103
|
2.75%
|
|
Total interest-bearing liabilities
|
271,620
|
3,924
|
1.93%
|
270,458
|
4,985
|
2.46%
|
|
Non-interest bearing deposits
|
36,631
|
35,999
|
|||||
Other liabilities
|
1,743
|
1,867
|
|||||
Total liabilities
|
309,994
|
308,324
|
|||||
Stockholders’ equity
|
37,856
|
39,671
|
|||||
Total Liabilities and Stockholders’ Equity
|
$347,850
|
$347,995
|
|||||
Net interest income
|
$ 9,571
|
$8,393
|
|||||
Net interest spread (1)
|
3.79%
|
3.23%
|
|||||
Net interest margin (1) (3)
|
4.06%
|
3.57%
|
|||||
Return on average assets ratio
|
0.69%
|
(0.40)%
|
|||||
Return on average equity ratio
|
6.38%
|
(3.52)%
|
|||||
Average equity to assets ratio
|
10.88%
|
11.40%
|
|||||
_______________
|
(Dollars in Thousands)
|
||||||
Nine Months Ended September 30,
|
||||||
2010 Vs. 2009
|
||||||
Increase (Decrease) Due to
|
||||||
Rate
|
Volume
|
Net
|
||||
Interest-earning assets:
|
||||||
Federal funds sold
|
$ 4
|
$ 4
|
$ 8
|
|||
Available-for-sale-securities:
|
||||||
Taxable
|
(106)
|
(36)
|
(142)
|
|||
Nontaxable (1)
|
-
|
(25)
|
(25)
|
|||
FHLB stock
|
(3)
|
-
|
(3)
|
|||
Loan receivables
|
267
|
12
|
279
|
|||
Total net change in income on interest-earning assets
|
162
|
(45)
|
117
|
|||
Interest-bearing liabilities:
|
||||||
Interest-bearing transaction accounts
|
(36)
|
18
|
(18)
|
|||
Savings accounts
|
(1)
|
2
|
1
|
|||
Time deposits
|
(1,030)
|
412
|
(618)
|
|||
Securities sold under repurchase agreements
|
(13)
|
(77)
|
(90)
|
|||
Federal funds purchased
|
-
|
-
|
-
|
|||
FHLB borrowings
|
26
|
(334)
|
(308)
|
|||
Subordinated debentures
|
(28)
|
-
|
(28)
|
|||
Total net change in expense on interest-bearing liabilities
|
(1,082)
|
21
|
(1,061)
|
|||
Net change in net interest income
|
$ 1,244
|
$ (66)
|
$ 1,178
|
|||
Percentage change
|
105.67%
|
(5.67)%
|
100.0%
|
( Dollars in thousands)
|
September 30, 2010
|
September 30, 2009
|
Increase
(Decrease)
|
Service charges on deposit accounts
|
$1,184
|
$ 994
|
$190
|
Other service charges and fees
|
290
|
292
|
(2)
|
Gain on sale of mortgage loans held for sale
|
194
|
258
|
(64)
|
Gain on the sale of investment securities
|
0
|
361
|
(361)
|
Lease income
|
111
|
119
|
(8)
|
BOLI income
|
221
|
226
|
(5)
|
Other income
|
115
|
99
|
16
|
$2,115
|
$2,349
|
$ (234)
|
(Dollars in thousands)
|
September 30, 2010
|
September 30, 2009
|
Increase
(Decrease)
|
Salaries and employee benefits
|
3,376
|
4,092
|
$(716)
|
Net occupancy expense
|
959
|
1,010
|
(51)
|
Equipment expense
|
483
|
569
|
(86)
|
Advertising and public relations
|
206
|
340
|
(134)
|
Professional fees
|
437
|
448
|
(11)
|
Data processing services
|
560
|
501
|
59
|
Franchise shares and deposit tax
|
363
|
365
|
(2)
|
FDIC Insurance
|
361
|
489
|
(128)
|
Core deposit intangible amortization
|
198
|
207
|
(9)
|
Postage and office supplies
|
123
|
165
|
(42)
|
Telephone and other communications
|
138
|
149
|
(11)
|
Other real estate expenses
|
194
|
149
|
45
|
Other operating expenses
|
476
|
497
|
(21)
|
$7,874
|
$8,981
|
$(1,107)
|
(Dollars in Thousands)
|
||||||
September 30, 2010
|
December 31, 2009
|
|||||
% of
Total Loans
|
% of
Total Loans
|
|||||
Commercial and agricultural
|
$ 67,816
|
25.66%
|
$ 74,944
|
28.40%
|
||
Commercial real estate
|
111,273
|
42.10%
|
104,768
|
39.70%
|
||
Residential real estate
|
75,083
|
28.41%
|
73,166
|
27.72%
|
||
Consumer……………………….....
|
10,111
|
3.83%
|
11,044
|
4.18%
|
||
$ 264,283
|
100.00%
|
$ 263,922
|
100.00%
|
(Dollars in Thousands)
|
||||||||
Loan Maturities
as of September 30, 2010
|
Within One
Year
|
After One but Within Five Years
|
After Five
Years
|
Total
|
||||
Commercial and agricultural
|
$30,707
|
$26,580
|
$10,529
|
$67,816
|
||||
Commercial real estate
|
29,600
|
43,279
|
38,394
|
111,273
|
||||
Residential real estate
|
6,307
|
20,670
|
48,106
|
75,083
|
||||
Consumer
|
2,692
|
6,899
|
520
|
10,111
|
||||
Total
|
$69,306
|
$97,428
|
$97,549
|
$264,283
|
(Dollars in Thousands)
|
||||
September 30, 2010
|
December 31, 2009
|
|||
Non-performing loans
|
$ 1,184
|
$ 1,230
|
||
Non-performing assets
|
2,468
|
2,384
|
||
Allowance for loan losses
|
4,839
|
3,988
|
||
Non-performing assets to total assets
|
0.72%
|
0.69%
|
||
Net charge-offs to average total loans (annualized)
|
0.19%
|
1.72%
|
||
Allowance for loan losses to non-performing loans
|
408.70%
|
324.23%
|
||
Allowance for loan losses to total loans
|
1.83%
|
1.51%
|
September 30, 2010
|
September 30, 2009
|
|
(Dollars In thousands)
|
||
Balance, beginning of year
|
$3,988
|
$3,816
|
Provision for loan losses
|
1,225
|
3,500
|
Amounts charged off:
|
||
Commercial
|
(131)
|
(2,612)
|
Commercial real estate
|
(167)
|
(555)
|
Residential real estate
|
(266)
|
(151)
|
Consumer
|
(65)
|
(300)
|
Total loans charged off:
|
(629)
|
(3,618)
|
Recoveries of amounts previously charged off:
|
||
Commercial
|
229
|
59
|
Commercial real estate
|
6
|
-
|
Residential real estate
|
16
|
17
|
Consumer
|
4
|
3
|
Total recoveries
|
255
|
79
|
Net (charge-offs) recoveries
|
(374)
|
(3,539)
|
Balance, end of period
|
$4,839
|
$3,777
|
(Dollars in Thousands)
|
||||||
September 30, 2010
|
December 31, 2009
|
|||||
Amount
|
% of Loans
in Each
Category
to Total
Loans
|
Amount
|
% of Loans
in Each
Category
to Total
Loans
|
|||
Residential real estate loans
|
$ 844
|
28.41%
|
$ 805
|
27.72%
|
||
Consumer and other loans
|
134
|
3.83%
|
148
|
4.18%
|
||
Commercial and agricultural
|
2,541
|
25.66%
|
2,085
|
28.40%
|
||
Commercial real estate
|
1,187
|
42.10%
|
892
|
39.70%
|
||
Unallocated
|
133
|
0.00%
|
58
|
0.00%
|
||
Total allowance for loan losses
|
$ 4,839
|
100.00%
|
$ 3,988
|
100.00%
|
(Dollars in Thousands)
|
||||
September 30, 2010
|
December 31, 2009
|
|||
U.S. Treasury and U.S. Government agencies
|
$9,597
|
$19,102
|
||
Agency mortgage-backed securities: residential
|
10,312
|
2,061
|
||
Municipal securities
|
19,704
|
19,196
|
||
Other securities
|
900
|
700
|
||
Total available-for-sale securities
|
$40,513
|
$41,059
|
September 30, 2010
|
(Dollars in Thousands)
|
||||||
One Year
or Less
|
Over
One Year
Through
Five Years
|
Over
Five Years
Through
Ten Years
|
Over
Ten Years
|
Total
Maturities
|
Fair
Value
|
||
U.S. Government agencies
|
$ -
|
$ 3,498
|
$5,016
|
$ 1,010
|
$ 9,524
|
$9,597
|
|
Agency mortgage-backed securities: (1)
|
25
|
10,182
|
-
|
-
|
10,207
|
10,312
|
|
Municipal securities
|
380
|
2,539
|
8,410
|
7,362
|
18,691
|
19,704
|
|
Other Securities
|
-
|
-
|
-
|
1,862
|
1,862
|
900
|
|
Total available-for-sale securities
|
$ 405
|
$ 16,219
|
$13,426
|
$ 10,234
|
$ 40,284
|
$ 40,513
|
|
Percent of total
|
1.0%
|
40.3%
|
33.3%
|
25.4%
|
100.0%
|
||
Weighted average yield(2)
|
5.63%
|
2.83%
|
4.22%
|
5.59%
|
4.04%
|
(1)
|
Agency mortgage-backed securities (residential) are grouped into average lives based on September 2010 prepayment projections.
|
(2)
|
The weighted average yields are based on amortized cost and municipal securities
|
are calculated on a full tax- equivalent basis.
|
(Dollars in Thousands)
|
|
September 30, 2010
|
|
Three months or less
|
$ 20,348
|
Over three through six months
|
9,415
|
Over six through twelve months
|
20,903
|
Over one year through three years
|
21,836
|
Over three years through five years
|
3,433
|
Over five years
|
-
|
Total | $75,935 |
(Dollars in Thousands)
|
||||||
Type
|
Maturity
|
Rate
|
Amount
|
|||
Fixed
|
August 22, 2012
|
1.09%
|
2,000
|
|||
Fixed
|
August 28, 2012
|
4.25%
|
500
|
|||
Fixed
|
December 24, 2012
|
3.36%
|
2,000
|
|||
Fixed
|
December 24, 2014
|
3.46%
|
2,000
|
|||
Fixed
|
February 25, 2015
|
2.85%
|
2,000
|
|||
$8,500
|
(Dollars in thousands)
|
|
September 30, 2010
|
|
Federal funds purchased and repurchase agreements:
|
|
Balance at period end
|
$786
|
Weighted average rate at period end
|
0.92%
|
Average balance during the nine months ended September 30, 2010
|
$909
|
Weighted average rate for the nine months ending September 30, 2010
|
0.94%
|
Maximum month-end balance
|
$918
|
September 30, 2010
|
December 31, 2009
|
|||
Tier 1 leverage ratio
|
10.81%
|
10.52%
|
||
Regulatory minimum
|
4.00%
|
4.00%
|
||
“Well-capitalized” minimum
|
N/A
|
N/A
|
||
Tier 1 risk-based capital ratio
|
13.30%
|
12.54%
|
||
Regulatory minimum
|
4.00%
|
4.00%
|
||
“Well-capitalized” minimum
|
N/A
|
N/A
|
||
Total risk-based capital ratio
|
14.56%
|
13.79%
|
||
Regulatory minimum
|
8.00%
|
8.00%
|
||
“Well-capitalized” minimum
|
N/A
|
N/A
|
September 30, 2010
|
December 31, 2009
|
|||
Tier 1 leverage ratio
|
9.75%
|
9.38%
|
||
Regulatory minimum
|
4.00%
|
4.00%
|
||
“Well-capitalized” minimum
|
5.00%
|
5.00%
|
||
Tier 1 risk-based capital ratio
|
11.94%
|
11.12%
|
||
Regulatory minimum
|
4.00%
|
4.00%
|
||
“Well-capitalized” minimum
|
6.00%
|
6.00%
|
||
Total risk-based capital ratio
|
13.19%
|
12.37%
|
||
Regulatory minimum
|
8.00%
|
8.00%
|
||
“Well-capitalized” minimum
|
10.00%
|
10.00%
|
Regulation G Non-GAAP Reconciliation:
|
September 30, 2010
|
December 31, 2009
|
||
Total stockholders’ equity (a)
|
$38,620
|
$36,858
|
||
Less:
|
||||
Preferred stock
|
(16,230)
|
(16,182)
|
||
Common equity (b)
|
22,390
|
20,676
|
||
Goodwill
|
(2,575)
|
(2,575)
|
||
Intangible assets
|
(1,095)
|
(1,293)
|
||
Tangible common equity (c)
|
18,720
|
16,808
|
||
Add:
|
||||
Preferred stock
|
16,230
|
16,182
|
||
Tangible equity (d)
|
$34,950
|
$32,990
|
||
Total assets (e)
|
$344,443
|
$344,231
|
||
Less:
|
||||
Goodwill
|
(2,575)
|
(2,575)
|
||
Intangible assets
|
(1,095)
|
(1,293)
|
||
Tangible assets (f)
|
$340,773
|
$340,363
|
||
Common shares outstanding (in thousands) (g)
|
1,969
|
1,969
|
||
Book value per common share (b/g)
|
$11.37
|
$10.50
|
||
Tangible book value per common share (c/g)
|
$9.51
|
$8.53
|
||
Total shareholders’ equity to total assets ratio (a/e)
|
11.21%
|
10.71%
|
||
Tangible equity ratio (d/f)
|
10.26%
|
9.69%
|
Projections for: Oct 2010 - Sep 2011
|
|||
Projected Interest Rate Change
|
Estimated Value
|
Net Interest Income $ Change From Base
|
% Change From Base
|
+400
|
14,529,077
|
1,657,899
|
12.88%
|
+300
|
13,875,760
|
1,004,581
|
7.80%
|
+200
|
13,225,223
|
354,045
|
2.75%
|
Base
|
12,871,179
|
0
|
0.00%
|
-200
|
12,764,431
|
-106,747
|
-0.83%
|
-300
|
12,524,044
|
-347,135
|
-2.70%
|
3.1
|
Restated Articles of Incorporation of Citizens First Corporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 (No. 333-103238)).
|
3.2
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Citizens First Corporation (incorporated by reference to Exhibit 3. 3 of the Registrant’s Form 10-QSB dated September 30, 2004).
|
3.3
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Citizens First Corporation (incorporated by reference to Exhibit 3. 1 of the Registrant’s Form 8-K filed September 5, 2007).
|
3.4
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Citizens First Corporation (incorporated by reference to Exhibit 3. 1 of the Registrant’s Form 8-K filed December 23, 2008).
|
3.5
|
Amended and Restated Bylaws of Citizens First Corporation (incorporated by reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K/A filed April 27, 2009).
|
4.1
|
Restated Articles of Incorporation of Citizens First Corporation, as amended (see Exhibit 3.1).
|
4.2
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Citizens First Corporation (see Exhibits 3.2, 3.3 and 3.4).
|
4.3
|
Amended and Restated Bylaws of Citizens First Corporation (see Exhibit 3.5).
|
4.4
|
Copy of Registrants’ Agreement Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K dated March 30, 2007 with respect to certain debt instruments (incorporated by reference to Exhibit 4.4 of the Registrant’s Form 10K-SB dated September 30, 2007).
|
4.5
|
Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed December 23, 2008).
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350.
|
CITIZENS FIRST CORPORATION
|
||
Date:
|
November 1, 2010
|
/s/ M. Todd Kanipe
|
M. Todd Kanipe
|
||
President and Chief Executive Officer
|
||
November 1, 2010
|
/s/ J. Steven Marcum
|
|
J. Steven Marcum
|
||
Executive Vice President and Chief Financial Officer
|
||