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Previous: CITIZENS COMMUNITY BANCORP INC, 8-A12G, 1997-05-08 |
Next: MILLION DOLLAR SALOON INC, 10QSB, 1997-05-08 |
- --------------------------------------------------------------------------------
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 March 31, 1997
- ---- 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.)
650 East Elkcam Circle
Marco Island, Florida 34145
---------------------------
(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 772,800
- -------------------------------------- --------------------
(class) Outstanding at March 31, 1997
- --------------------------------------------------------------------------------
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
INDEX
Part I. Financial Information
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheets -
March 31, 1997 (unaudited) and December 31, 1996.......................2
Condensed Consolidated Statements of Operations -
Three Months ended March 31, 1997 and 1996 (unaudited).................3
Condensed Consolidated Statement of Stockholders' Equity -
Three Months ended March 31, 1997 (unaudited)..........................4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and 1996 (unaudited).................5
Notes to Condensed Consolidated Financial Statements (unaudited).........6
Item 2. Management's Discussion and Analysis or
Plan of Operations.....................................................7-8
Part II. Other Information
Item 5. Other Information.................................................9
SIGNATURES....................................................................9
1
<PAGE>
<TABLE>
<CAPTION>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
March 31, December 31,
Assets 1997 1996
---- ----
(unaudited)
Cash and cash equivalents:
<S> <C> <C>
Cash and due from banks $ 1,682,770 1,353,777
Federal funds sold 9,735,000 6,688,000
---------- ----------
Total cash and cash equivalents 11,417,770 8,041,777
Securities held to maturity 2,245,130 2,240,290
Loans receivable, net of allowance for loan losses of
$205,000 and $145,000 16,558,570 12,115,911
Premises and equipment 2,522,590 2,293,140
Accrued interest receivable and other assets 115,710 132,406
Deferred tax asset 200,444 204,000
----------- -----------
Total $ 33,060,214 25,027,524
============ ==========
Liabilities and Stockholders' Equity
Deposits:
Demand deposits 2,789,344 2,366,487
Savings and NOW deposits 13,390,368 8,670,357
Money market deposits 1,650,475 417,775
Time deposits 8,496,537 6,430,485
----------- ----------
Total deposits 26,326,724 17,885,104
Official checks 93,881 579,703
Mortgage loan payable - 525,000
Accrued interest payable and other liabilities 82,787 73,534
----------- -----------
Total liabilities 26,503,392 19,063,341
---------- ----------
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,
772,800 shares issued and outstanding 7,728 7,076
Additional paid-in capital 6,908,144 6,322,086
Accumulated deficit (359,050) (364,979)
----------- -----------
Total stockholders' equity 6,556,822 5,964,183
---------- ----------
Total $ 33,060,214 25,027,524
============ ==========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
<TABLE>
<CAPTION>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations
Three Months Ended
March 31,
1997 1996
---- ----
(unaudited)
Interest income:
<S> <C> <C>
Loans $ 289,388 215
Securities 32,945 -
Federal funds sold 111,883 15,775
Deposits in banks - 25,226
------- -------
Total interest income 434,216 41,216
------- -------
Interest expense:
Deposits 208,501 1,832
Mortgage 9,573 7,174
------- -------
Total interest expense 218,074 9,006
------- -------
Net interest income 216,142 32,210
Provision for loan losses 60,000 -
------- ------
Net interest income after provision for loan losses 156,142 32,210
------- -------
Noninterest income:
Other service charges and fees 34,090 254
Other 34,437 -
------- ------
Total noninterest income 68,527 254
------- --------
Noninterest expense:
Salaries and employee benefits 88,539 20,660
Occupancy and equipment 49,001 3,273
Professional fees 3,000 14,678
Office supplies and expense 5,661 28,740
Other 68,983 14,958
------- -------
Total noninterest expense 215,184 82,309
------- -------
Earnings (loss) before income taxes (benefit) 9,485 (49,845)
Income taxes (benefit) 3,556 (18,700)
------- -------
Net earnings (loss) $ 5,929 (31,145)
======= =======
Earnings (loss) per share $ .01 (.06)
======= =======
Dividends per share $ - -
======= =======
Weighted-average number of shares outstanding 730,771 558,098
======= =======
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Stockholders' Equity
For the Three-Month Period Ended March 31, 1997
Additional Total
Preferred Common Paid-In Retained Stockholders'
Stock Stock Capital Earnings Equity
----- ----- ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $-- 7,076 6,322,086 (364,979) 5,964,183
Common stock issuance (unaudited) -- 652 586,058 -- 586,710
Net earnings for the three months
ended March 31, 1997 (unaudited) -- -- -- 5,929 5,929
--------- --------- --------- ---------
Balance, March 31, 1997 (unaudited) $-- 7,728 6,908,144 (359,050) 6,556,822
===== ========= ========= ========= =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
Three Months Ended
March 31,
1997 1996
---- ----
(unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net earnings (loss) $ 5,929 (31,145)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation 15,380 --
Provision for loan losses 60,000 --
Provision (credit) for deferred income taxes 3,556 (18,700)
Net amortization of loan fees, premiums and discounts (11,196) --
Decrease in accrued interest receivable and other assets 16,696 5,217
Increase (decrease) in accrued interest payable and
other liabilities 9,253 (10,698)
------------ ------------
Net cash provided by (used in) operating activities 99,618 (55,326)
------------ ------------
Cash flows from investing activities:
Purchase of securities held to maturity (250,000) --
Maturities of securities held to maturity 250,000 --
Net increase in loans (4,496,303) (14,150)
Purchase of premises and equipment (244,830) (278,611)
------------ ------------
Net cash used in investing activities (4,741,133) (292,761)
------------ ------------
Cash flows from financing activities:
Net increase in noninterest-bearing demand,
savings and NOW deposits 6,375,568 1,628,769
Net increase in time deposits 2,066,052 --
Net decrease in official checks (485,822) --
Repayment of advances from organizers -- (239,000)
Payment of stock offering costs -- (39,328)
Redemption of preferred stock -- (21,000)
Sale of common stock 586,710 6,030,000
Payment of mortgage payable (525,000) (593,806)
------------ ------------
Net cash provided by financing activities 8,017,508 6,765,635
------------ ------------
Net increase in cash and cash equivalents 3,375,993 6,417,548
Cash and cash equivalents at beginning of period 8,041,777 42,366
------------ ------------
Cash and cash equivalents at end of period $ 11,417,770 6,459,914
============ ============
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Interest $ 204,724 7,474
============ ============
Income taxes $ -- --
============ ============
Noncash transaction-
Issuance of mortgage payable for acquisition of property $ -- 593,806
============ ============
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) 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 primary 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's fiscal
year ends December 31.
(2) Loan Impairment and Credit Losses. No loans were identified as impaired at
March 31, 1996 or March 31, 1997. The activity in the allowance for loan
losses is as follows:
For the Three
Months Ended
March 31,
-------------
1997 1996
---- ----
Balance, beginning of period $145,000 --
Provision charged to earnings 60,000 --
Charge-offs, net of recoveries -- --
-------- --------
Balance, end of period $205,000 --
======== ========
(3) Earnings (Loss) Per Common Share. Earnings (loss) per common share were
computed by dividing the net earnings (loss) for the period by the
weighted-average number of shares outstanding. The effect of the outstanding
warrants was not material.
(4) Regulatory Capital. The Bank is required to maintain certain minimum
regulatory capital requirements. The following is a summary at March 31,
1997 of the regulatory capital requirements and the Bank's capital on a
percentage basis:
Ratios of Regulatory
the Bank Requirement
-------- -----------
Total capital to risk-weighted assets 25.84% 8.00%
Tier I capital to risk-weighted assets 24.66% 4.00%
Tier I capital to total assets - leverage ratio 13.63% 4.00%
6
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
or Plan of Operations
Comparison of March 31, 1997 and December 31, 1996
Liquidity and Capital Resources
The Company's primary source of cash during the three months ended March 31,
1997 was from net deposit inflows of $8.4 million. Cash was used primarily
for net loan originations. At March 31, 1997, the Company had outstanding
commitments to originate loans of $2.3 million. It is expected that these
requirements will be funded from the sources described above. At March 31,
1997, the Bank exceeded its regulatory liquidity requirements.
The following table shows selected ratios for the periods ended or at the
dates indicated:
<TABLE>
<CAPTION>
Three Months
Ended Year Ended
March 31, December 31,
1997 1996
-------------- ---------
Average equity as a percentage
<S> <C> <C>
of average assets 19.05% 26.16%
Equity to total assets at end of period 19.83% 23.83%
Return on average assets (1) .07% (2.71)%
Return on average equity (1) .38% (10.35)%
Noninterest expense to average assets (1) 2.96% 7.24%
Nonperforming loans and foreclosed real estate
to total assets at end of period - % - %
- ----------------------------------------------------------------
(1) Annualized for the three months ended March 31, 1997.
</TABLE>
7
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARY
Comparison of the Three-Month Periods Ended March 31, 1997 and 1996
Results of Operations:
General. Net earnings for the three months ended March 31, 1997 were $5,929 or
$.01 per share compared to a net loss for the three months ended March 31,
1996 of $31,145 or $.06 per share.
Interest Income and Expense. Interest income totalled $434,216 for the three
months ended March 31, 1997. Interest income earned on loans was $289,388.
The average loan portfolio balance for the three months ended March 31, 1997
was $15.4 million with a weighted-average yield of 7.5%. Interest earned on
securities was $32,945. The average securities portfolio was $2.2 million
with a weighted average yield of 5.9%. Interest on federal funds sold and
deposits in banks totalled $111,883. The average balance of these assets was
$9.8 million earning a weighted average yield of 4.5%.
Interest expense on deposit accounts amounted to $208,501 for the three
months ended March 31, 1997. The average balance for the three months ended
March 31, 1997 was $26.0 million and the weighted average rate was 3.20%.
Provision for Loan Losses. The provision for loan 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 March 31, 1997 was $60,000 and the
allowance was $205,000 at March 31, 1997.
Noninterest Expense. Noninterest expense totalled $215,184 for the three months
ended March 31, 1997. Compensation and benefits was the largest, amounting
to $88,539.
Provision for Income Taxes. The income tax provision for the three months ended
March 31, 1997 was $3,556 (an effective rate of 37.5%).
8
<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: May 8, 1997 By: /s/ Richard Storm, Jr.
------------------------ -----------------------
Richard Storm, Jr.,
Chairman of the Board
and Chief Executive Officer
Date: May 8, 1997 By: /s/ Stephen A. McLaughlin
---------------------- --------------------------
Stephen A. McLaughlin,
Secretary and Treasurer
(Chief Accounting Officer)
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,683
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 9,735
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 2,245
<INVESTMENTS-MARKET> 2,243
<LOANS> 16,764
<ALLOWANCE> 205
<TOTAL-ASSETS> 33,060
<DEPOSITS> 26,327
<SHORT-TERM> 0
<LIABILITIES-OTHER> 176
<LONG-TERM> 0
0
0
<COMMON> 8
<OTHER-SE> 6,549
<TOTAL-LIABILITIES-AND-EQUITY> 33,060
<INTEREST-LOAN> 289
<INTEREST-INVEST> 33
<INTEREST-OTHER> 112
<INTEREST-TOTAL> 434
<INTEREST-DEPOSIT> 209
<INTEREST-EXPENSE> 218
<INTEREST-INCOME-NET> 216
<LOAN-LOSSES> 60
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 215
<INCOME-PRETAX> 9
<INCOME-PRE-EXTRAORDINARY> 9
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
<YIELD-ACTUAL> 6.3
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 145
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 205
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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