- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
- ---- of 1934
For the quarterly period ended June 30, 1996
- ---- Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
--------- ---------
Commission file number 33-98090
CITIZENS COMMUNITY BANCORP, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-0614044
------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1112 1/2 North Collier Boulevard
Marco Island, Florida 33937
(Address of Principal Executive Offices)
(941) 389-1800
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date;
Common stock, par value $.01 per share 670,000
- -------------------------------------- ----------------------
(class) Outstanding at August 2, 1996
- -------------------------------------------------------------------------------
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
INDEX
Part I. Financial Information
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheet -
June 30, 1996 (unaudited)..............................................2
Condensed Consolidated Statements of Operations -
Three and Six Months ended June 30, 1996 (unaudited)...................3
Condensed Consolidated Statement of Cash Flows -
Six months ended June 30, 1996 (unaudited).............................4
Notes to Condensed Consolidated Financial Statements (unaudited).......5-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................9-11
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders..............12
Item 5. Other Information................................................12
Item 6. Exhibits and Reports on Form 8-K..................................12
SIGNATURES...................................................................12
1
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet
June 30,
--------
Assets 1996
----
(unaudited)
Cash and cash equivalents:
Cash and due from banks $ 143,118
Federal funds sold 7,415,000
----------
Total cash and cash equivalents 7,558,118
Investment securities held-to-maturity 3,728,758
Loans, net 1,627,544
Premises and equipment, net 1,121,147
Accrued income and other assets 224,968
Deferred tax asset 82,600
------
Total $ 14,343,135
==========
Liabilities and Stockholders' Equity
Deposits:
Demand deposits 2,769,127
NOW deposits 2,026,123
Money market deposits 1,093,826
Savings deposits 190,184
Other time deposits 2,364,090
----------
Total deposits 8,443,350
---------
Other liabilities 46,779
------
Stockholders' Equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued or outstanding -
Common stock, $.01 par value, 8,000,000 shares authorized,
670,000 shares issued and outstanding 6,700
Additional paid-in capital 5,983,972
Accumulated deficit (137,666)
----------
Total stockholders' equity 5,853,006
---------
Total $ 14,343,135
==========
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations
Three Months Six Months
Ended Ended
June 30, June 30,
-------- --------
1996 1996
---- ----
(unaudited)
Interest income:
Loans $ 16,222 16,437
Federal funds sold 100,319 116,094
Investment securities 21,553 21,553
Deposits in banks 18,637 43,863
--------- ---------
Total interest income 156,731 197,947
--------- ---------
Interest expense:
Deposits 55,995 57,827
Mortgage -- 7,174
--------- ---------
Total interest expense 55,995 65,001
--------- ---------
Net interest income 100,736 132,946
--------- ---------
Provision for credit losses 6,500 6,500
--------- ---------
Net interest income after provision for credit losses 94,236 126,446
--------- ---------
Other income:
Customer service charges 5,519 5,773
--------- ---------
Other expense:
Compensation and benefits 99,643 120,303
Occupancy and equipment 31,070 34,343
Outside services 13,019 13,019
Office supplies and expense 18,825 47,565
Marketing expenses 17,706 17,706
Professional fees 14,723 29,401
Miscellaneous 39,506 54,464
--------- ---------
Total other expense 234,492 316,801
--------- ---------
Loss before income tax benefit (134,737) (184,582)
Income tax benefit (50,500) (69,200)
--------- ---------
Net loss $ (84,237)(115,382)
========= =========
Loss per share $ (.12) (.18)
========= =========
Dividends per share $ -- --
========= =========
Weighted average number of shares outstanding 670,000 628,762
========= =========
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Cash Flows
Six Months
Ended
June 30,
--------
1996
----
(unaudited)
Cash flows from operating activities:
Net loss $ (115,382)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 15,375
Provision for credit losses 6,500
Increase in accrued income and other assets (83,926)
Decrease in other liabilities (2,252)
Deferred tax benefit (69,200)
------------
Net cash used in operating activities (248,885)
------------
Cash flows from investing activities:
Purchase of property and equipment (452,777)
Purchase of investment securities (3,728,758)
Loans originated net of principal collected (1,634,044)
Net cash used in investing activities (5,815,579)
------------
Cash flows from financing activities:
Net increase in deposits 8,443,350
Redemption of preferred stock (21,000)
Repayment of advance due to organizers (239,000)
Proceeds from issuance of common stock 6,030,000
Payment of mortgage payable (593,806)
Payment of offering costs (39,328)
-------
Net cash provided by financing activities 13,580,216
------------
Net increase in cash and cash equivalents 7,515,752
Cash and cash equivalents at beginning of period 42,366
------------
Cash and cash equivalents at end of period $ 7,558,118
============
Supplemental disclosure of cash flow information-
Cash paid during the period for:
Interest $ 51,263
============
Income taxes $ --
============
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) Description of Business and Summary of Significant Accounting Policies
General. Citizens Community Bancorp, Inc. (the "Holding Company") was
incorporated on May 24, 1995. The Holding Company owns 100% of the
outstanding common stock of Citizens Community Bank (the "Bank")
(collectively the "Company"). The Holding Company was organized
simultaneously with the Bank and its only business is the ownership and
operation of the Bank. The Bank is a Florida state chartered commercial bank
and is insured by the Federal Deposit Insurance Corporation. The Bank opened
for business on March 8, 1996 and provides community banking services to
businesses and individuals in Collier County, Florida. The Company has
adopted a fiscal year ending December 31.
Basis of Presentation. The accompanying consolidated financial statements of the
Company include the accounts of the Holding Company and the Bank. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The accounting and reporting practices of the Company conform
to generally accepted accounting principles and to general practices within
the banking industry.
Estimates. The preparation of financial statements in conformity with generally
accepted 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 periods. Actual results could differ from those estimates.
Cash and Cash Equivalents. For purposes of the statement of cash flows, cash and
cash equivalents are defined as those amounts presented in the accompanying
consolidated balance sheet as cash and due from banks and federal funds
sold.
Loans and Allowance for Credit Losses. Loans are reported at the principal
amount outstanding. The allowance for credit losses has been established
through a provision for credit losses charged to operations. Loans will be
charged against the allowance for credit losses when management believes
that the collectibility of the principal is unlikely. Subsequent recoveries
will be added to the allowance. The allowance is an amount that management
believes will be adequate to absorb possible losses inherent in existing
loans and loan commitments, based on evaluations of collectibility and prior
loss experience. Management will evaluate the adequacy of the allowance
quarterly, or more frequently if considered necessary. The evaluation will
take into consideration such factors as changes in the nature and volume of
the loan portfolio, overall portfolio quality, loan concentrations, specific
problem loans and commitments, and current and anticipated economic
conditions that may affect the borrower's ability to repay.
Uncollected Interest. The Company will place loans on nonaccrual status when
management believes the collection of interest is doubtful. If the ultimate
collectibility of principal and interest due according to the contractual
terms of the loan agreement is in doubt, the loan will be considered
impaired, and interest is credited to income when collected.
(continued)
5
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued Loan Impairment and Losses. The Company adopted Statements of
Financial Accounting Standards No. 114 and 118 ("SFAS 114 and 118"). These
Statements address the accounting by creditors for impairment of certain
loans. The Statements generally require the Company to identify loans for
which the Company probably will not receive full repayment of principal and
interest, as impaired loans. The Statements require that impaired loans be
valued at the present value of expected future cash flows, discounted at the
loan's effective interest rate, or at the observable market price of the
loan, or the fair value of the underlying collateral if the loan is
collateral dependent. The Company has implemented the Statements by
instituting a quarterly review of the adequacy of the allowance for credit
losses to also identify and value impaired loans in accordance with guidance
in the Statements.
Management will consider a variety of factors in determining whether a loan
is impaired, including (i) any notice from the borrower that the borrower
will be unable to repay all principal and interest amounts contractually due
under the loan agreement, (ii) any delinquency in the principal and interest
payments other than minimum delays or shortfalls in payments, and (iii)
other information known by management which would indicate that full
repayment of the principal and interest is not probable. In evaluating loans
for impairment, management will generally consider delinquencies of 60 days
or less to be minimum delays, and accordingly will not consider such
delinquent loans to be impaired in the absence of other indications of
impairment.
Management will evaluate smaller balance, homogeneous loans for impairment
and adequacy of allowance for credit losses collectively, and will evaluate
other loans for impairment individually, on a loan-by-loan basis. The
Company will evaluate the consumer loan portfolio which are smaller
homogeneous loans for impairment on an aggregate basis, and will utilize its
own historical charge-off experience, as well as the charge-off experience
of its peer group and industry statistics to evaluate the adequacy of the
allowance for credit losses. For all commercial, commercial real estate and
residential mortgage loans, the Company will evaluate loans for impairment
on a loan-by-loan basis.
The Company will evaluate all nonaccrual loans as well as any accruing loans
exhibiting collateral or other credit deficiencies for impairment. With
respect to impaired, collateral-dependent loans, any portion of the
recorded investment in the loan that exceeds the fair value of the
collateral will be charged off. There were no loans identified as impaired
during the period ended June 30, 1996.
For impairment recognized in accordance with these Statements, the entire
change in the present value of expected cash flows, or the entire change in
estimated fair value of collateral for collateral dependent loans will be
reported as a provision for credit losses in the same manner in which
impairment initially was recognized or as a reduction in the amount of the
provision that otherwise would be reported.
Loan Origination Fees and Costs. Loan origination and commitment fees and
certain direct loan origination costs are deferred and the net amount
amortized to interest income as a yield adjustment over the contractual life
of the related loan.
(continued)
6
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued Premises and Equipment. Premises and equipment are stated at cost
less accumulated amortization and depreciation. It is the policy of the
Company to provide depreciation based on the estimated useful life of
individual assets, calculated using the straight-line method. Estimated
useful lives generally range from three to twenty-five years for Bank
building and improvements, five years for leasehold improvements and five to
ten years for furniture, fixtures and equipment.
Organizational Costs. All pre-opening expenses have been charged to expense as
incurred. All organizational costs have been deferred and amortized using
the straight-line method over five years.
Advances from Organizers. Certain of the Company's organizers made
noninterest-bearing advances of $239,000 to the Company. These amounts were
used to fund organizational and other costs incurred by the Holding Company
and the Bank. The advances were repaid to the organizers on February 7, 1996
from the proceeds of the Company's common stock offering.
Income Taxes. Provisions for income taxes are based on taxes payable or
refundable for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and between
the tax bases of assets and liabilities and their reported amounts in the
consolidated financial statements. Deferred tax assets and liabilities are
included in the consolidated financial statements at currently enacted
income tax rates applicable to the period in which the deferred tax assets
and liabilities are expected to be realized or settled as prescribed in FASB
Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through
the provision for income taxes.
Per Share Amounts. Loss per common share was computed by dividing the net loss
for the period by the weighted average number of shares outstanding during
the period from February 7, 1996 (the date escrow was broken) to June 30,
1996. The effect of the outstanding warrants was not material.
(continued)
7
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued
(2) Regulatory Matters
Banking laws and regulations limit the amount of dividends that may be paid
by the Bank. The FDIC requires insured banks to maintain certain specified
levels of capital.
Leverage-Capital Ratio. The FDIC requires banks to maintain a
minimum leverage- capital ratio of Tier I (as defined) to total
assets. The leverage-capital ratio generally ranges from 3% to 5%
based on the bank's rating under the regulatory rating system. The
Bank's required leverage-capital ratio at June 30, 1996 was 4%.
Risk-Weighted Assets Capital Ratios. The FDIC has also adopted a
risk-based capital statement of policy which imposes an additional
capital standard on insured banks. Under this regulation, a bank
must classify its assets and certain off-balance sheet activities
into categories, and maintain specified levels of capital for each
category. The amount of capital that is required is dependent upon
the amount of risk attributed to each category by the FDIC. A bank
must have a total risk-based capital ratio of no less than 8% and a
Tier I capital to risk-weighted assets ratio of no less than 4%.
Under the statement of policy, certain assets are required to be
deducted from risk-based capital. Such assets include certain
nonqualifying intangible assets, unconsolidated banking and finance
subsidiaries, investments in securities subsidiaries and reciprocal
holdings of capital instruments with other banks. In addition, the
FDIC may consider deducting other assets on a case-by-case basis or
investments in other subsidiaries on a case-by-case basis or based
on the general characteristics or functional nature of the
subsidiaries.
At June 30, 1996, the Bank was in compliance with all regulatory
capital requirements.
8
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Six Months Ended June 30, 1996
General
Citizens Community Bancorp, Inc. (the "Holding Company") was incorporated on
May 24, 1995. The Holding Company owns 100% of the outstanding common stock
of Citizens Community Bank (the "Bank") (collectively the "Company"). The
Holding Company was organized simultaneously with the Bank and its only
business is the ownership and operation of the Bank. The Bank is a Florida
state chartered commercial bank and is insured by the Federal Deposit
Insurance Corporation. The Bank opened for business on March 8, 1996 and
provides community banking services to businesses and individuals in Collier
County, Florida. The Company has adopted a fiscal year ending December 31.
Liquidity and Capital Resources
The Company's primary source of cash during the six months ended June 30,
1996 was from the proceeds from the sale of common stock of $6.0 million and
net deposit inflows of $8.4 million. Cash was used primarily to repay a
mortgage loan on land purchased during the organizational stage, to purchase
investment securities, to originate loans, to fund construction of a
permanent building and repayment of advances to organizers. At June 30,
1996, the Company had outstanding commitments to originate loans totaling
$2.6 million. At June 30, 1996, the Bank exceeded its regulatory liquidity
requirements.
Common Stock Offering
As of June 30, 1996, the Company has sold 670,000 shares of common stock for
an aggregate of $6,030,000. The Company incurred $39,328 in offering
expenses relating to their public offering of the Company's common stock and
warrants. Offering expenses were deducted from the proceeds received from
the sale of common stock and warrants.
Common Stock Warrants
During the initial offering period shares were offered in units with a unit
consisting of one share of common stock and one warrant. Each warrant
entitles the holder thereof to purchase 1/2 of one share of additional
common stock for $9.00 per share during the 24 month period following the
effective date of registration of the shares. As of June 30, 1996 there were
670,000 warrants outstanding entitling the holders to purchase 335,000
shares of the Company's stock. No warrants have been exercised.
Depositors' Stock Purchase Plan
The Company is offering common stock to depositors of the Bank. Each
depositor who opens a deposit account with a balance of $1,000 or more may
purchase up to 500 shares of common stock at $9.00 per share. This offer
expires March 8, 1997.
9
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Three-Month Period Ended June 30, 1996
Results of Operations:
General. Net loss for the three months ended June 30, 1996 was $(84,237) or
$(.12) per share. At June 30, 1996 the Bank had not achieved the asset size
necessary to operate profitably.
Interest Income and Expense. Interest income totalled $156,700 for the three
months ended June 30, 1996. Interest income earned on loans was $16,200. The
average loan portfolio balance for the three months ended June 30 was
$761,000 with a weighted average yield of 8.5%.
Interest earned on investment securities was $21,500. The average investment
securities portfolio was $1.6 million with a weighted average yield of 5.3%.
Interest on federal funds sold and deposits in banks totalled $119,000. The
average balance of these assets was $8.2 million earning a weighted average
yield of 5.8%.
Interest expense on deposit accounts amounted to $56,000 for the three
months ended June 30, 1996. The average balance of deposits was $5.3
million.
Provision for Credit Losses. The provision for credit losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon the volume and type of lending conducted by the
Company, industry standards, the amount of nonperforming loans and general
economic conditions, particularly as they relate to the Company's market
areas, and other factors related to the collectibility of the Company's loan
portfolio. The provision for the three months ended June 30, 1996 was
$6,500.
Other Expense. Other expense totalled $234,500 for the three months ended June
30, 1996. Compensation and benefits was the largest, amounting to $99,600.
10
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Six-Month Period Ended June 30, 1996
Results of Operations:
General. Net loss for the six months ended June 30, 1996 was $(115,382) or
$(.18) per share At June 30, 1996 the Bank had not achieved the asset size
necessary to operate profitably.
Interest Income and Expense. Interest income totalled $198,000 for the six
months ended June 30, 1996. Interest income earned on loans was $16,400. The
average loan portfolio balance for the six months ended June 30, 1996 was
$.4 million and the weighted average yield was 8.5%.
Interest on investment securities was $21,600. The average investment
securities portfolio was $.8 million with a weighted average yield of 5.3%.
Interest on federal funds sold and deposits in banks totalled $160,000. The
average balance of these assets was $5.0 million with a weighted average
yield of 6.4%.
Interest expense on deposit accounts amounted to $57,800 for the six months
ended June 30, 1996. The average balance of deposits was $2.8 million with a
weighted average cost of 4.1%.
Provision for Credit Losses. The provision for credit losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon the volume and type of lending conducted by the
Company, industry standards, the amount of nonperforming loans and general
economic conditions, particularly as they relate to the Company's market
areas, and other factors related to the collectibility of the Company's loan
portfolio. The provision for the six months ended June 30, 1996 was $6,500.
Other Expense. Other expense totalled $316,800 for the six months ended June 30,
1996. Compensation and benefits was the largest, amounting to $120,300.
11
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on April 24, 1996 for
the purpose of electing directors. Pursuant to the charter and bylaws, ten
directors were elected by the holders of the Common Stock. A total of 526,483
shares of Common Stock were represented at the meeting. All of management's
nominees for director were elected with the following vote:
Shares Shares
Voted For "Withheld"
--------- ----------
Diane M. Beyer 523,883 2,600
Joel M. Cox, Sr 523,983 2,500
Dennis D. Essing 523,983 2,500
Thomas B. Garrison 523,983 2,500
Paul Janssens-Lens 523,983 2,500
Dennis J. Lynch 523,983 2,500
Heidi I. Mayerhofer 523,683 2,800
Stephen A. McLaughlin 523,983 2,500
Richard Storm, Jr 523,983 2,500
W.T. Upson 523,983 2,500
Item 5. Other Information
The Company has accepted subscriptions totalling $304,830 for Depositor's Shares
of common stock, as provided for in the Company's SB-2 Registration Statement
which was effective December 7, 1995, and which is incorporated herein by
reference. The 33,870 shares represented by these subscriptions are expected to
be issued by the Company during the third quarter of this year.
Item 6. Exhibits and Reports on Form 8-K
On May 31, 1996, the Company filed a Form 8-K which disclosed the resignation of
the Director, President and Chief Executive Officer of the Bank. An interim
President and an interim Chief Executive Officer were appointed by the Board of
Directors on May 16, 1996.
12
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION
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.
CITIZENS COMMUNITY BANCORP, INC.
(Registrant)
Date: August 12, 1996 By:/s/ Richard Storm, Jr.
------------------------ -----------------------
Richard Storm, Jr., Chairman of the Board
and Chief Executive Officer
Date: August 12, 1996 By:/s/ Stephen A. McLaughlin
---------------------- --------------------------
Stephen A. McLaughlin, Secretary and Treasurer
(Chief Accounting Officer)
12
<PAGE>
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<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 143
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<FED-FUNDS-SOLD> 7,415
<TRADING-ASSETS> 0
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0
0
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