<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000 Commission File No.: 1-14274
-------
CITIZENS FIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1351861
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2101 North Veterans Parkway, Bloomington, Illinois 61704
(Address of principal executive offices)
Registrant's telephone number: (309) 661-8700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for past 90 days.
(1) Yes x No
(2) Yes x No
The Registrant had 1,955,014 shares of Common Stock outstanding as of
October 31, 2000.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of
September 30, 2000 and December 31, 1999 1
Condensed Consolidated Income Statement for the Nine
Months Ended September 30, 2000 and 1999 2
Condensed Consolidated Income Statement for the Three
Months Ended September 30, 2000 and 1999 3
Condensed Consolidated Statement of Comprehensive
Income for the Nine and Three Months Ended
September 30, 2000 and 1999 4
Condensed Consolidated Statement of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
Statements contained in this Form 10-Q which are not historical facts are
forward-looking statements, as that term is described in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties which could cause actual results to differ materially
from those projected. Such risks and uncertainties include potential change in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange Commission from
time to time.
<PAGE>
PART I. -- FINANCIAL INFORMATION
Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Balance Sheet
As of September 30, 2000 and December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
ASSETS (Unaudited)
<S> <C> <C>
Cash and due from banks $ 4,640 $ 9,909
Interest-bearing demand deposits 4,581 3,267
-------- --------
Cash and cash equivalents 9,221 13,176
Investment securities - available for sale 15,394 16,103
Mortgage loans held for sale 1,374 3,007
Loans 285,920 265,553
Allowance for loan losses (3,936) (1,679)
-------- --------
Net loans 281,984 263,874
Land in real estate joint venture 3,680 4,108
Premises and equipment 8,635 9,029
Federal Home Loan Bank of Chicago Stock 4,088 2,854
Foreclosed real estate 282 86
Other assets 4,245 4,348
-------- --------
Total assets $328,903 $316,585
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $216,170 $220,237
Federal Home Loan Bank advances 69,320 57,073
Advances by borrowers for taxes and insurance 462 891
Other liabilities 5,836 2,099
-------- --------
Total liabilities 291,787 280,300
-------- --------
Minority interest in real estate joint venture 1,798 2,034
Stockholders' Equity
Preferred stock, $.01 par value
Authorized and unissued - 1,000,000 shares -- --
Common stock, $.01 par value; 8,000,000 shares
authorized 2,817,500 shares issued and
outstanding 28 28
Paid-in-capital 27,554 27,490
Retained earnings 22,618 21,180
Accumulated other comprehensive loss (149) (342)
Less:
Treasury shares, 863,285 and 793,145 (13,676) (12,580)
Unearned incentive plan shares, 29,715 and 40,577 (333) (559)
Unearned employee stock ownership plan
shares, 80,500 and 96,600 shares (725) (966)
-------- --------
Total stockholders' equity 35,317 34,251
-------- --------
Total liabilities and stockholders' equity $328,903 $316,585
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Income Statement
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
September 30, 2000 September 30, 1999
----------- ------------------
(Unaudited and in thousands
except share data)
<S> <C> <C>
Interest income:
Interest on loans $ 17,408 $ 14,710
Interest on investments 1,062 1,189
----------- -----------
Total interest income 18,470 15,899
Interest expense:
Interest on savings deposits 7,485 6,869
Interest on borrowings 2,971 1,878
----------- -----------
Total interest expense 10,456 8,747
----------- -----------
Net interest income 8,014 7,152
Provision for loan losses 2,360 360
----------- -----------
Net interest income after provision for
loan losses 5,654 6,792
Other income:
Net gain on sale of deposits 2,445 0
Net realized losses on sales of available for sale securities (378) 0
Net gains on loan sales 160 264
Other operating income 1,319 833
----------- -----------
Total other income 3,546 1,097
----------- -----------
Other expense:
Salaries and employee benefits 3,609 3,310
Net occupancy and equipment expenses 908 1,172
Deposit insurance expense 34 123
Data processing expense 224 424
Other operating expense 1,463 1,276
Minority interest in net income of real estate joint venture 111 0
----------- -----------
Total other expense 6,349 6,305
Income before income tax 2,851 1,584
Income tax expense 1,107 614
----------- -----------
Net income $ 1,744 $ 970
=========== ===========
Basic earnings per share $ 0.94 $ 0.49
Weighted average shares outstanding 1,853,991 1,987,483
Diluted earnings per share $ 0.91 $ 0.47
Weighted average shares outstanding 1,918,184 2,079,260
</TABLE>
See notes to condensed consolidated financial statements
2
<PAGE>
Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Income Statement
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
September 30, 2000 September 30, 1999
------------------ ------------------
(Unaudited and in thousands
except share data)
<S> <C> <C>
Interest income:
Interest on loans $ 5,999 $ 4,919
Interest on investments 378 325
----------- -----------
Total interest income 6,377 5,244
Interest expense:
Interest on savings deposits 2,642 2,288
Interest on borrowings 1,095 676
----------- -----------
Total interest expense 3,737 2,964
----------- -----------
Net interest income 2,640 2,280
Provision for loan losses 2,120 120
----------- -----------
Net interest income after provision for
loan losses 520 2,160
Other income:
Net gains on loan sales 54 41
Other operating income 327 305
----------- -----------
Total other income 381 346
Other expense:
Salaries and employee benefits 1,169 1,129
Net occupancy and equipment expenses 303 341
Deposit insurance expense 9 30
Data processing expense 69 123
Other operating expense 441 367
----------- -----------
Total other expense 1,991 1,990
----------- -----------
Income (loss) before income tax (1,090) 516
Income tax expense (benefit) (423) 199
----------- -----------
Net income (loss) $ (667) $ 317
=========== ===========
Basic earnings (loss) per share ($0.36) $0.16
Weighted average shares outstanding 1,854,254 1,930,132
Diluted earnings (loss)per share ($0.36) $0.16
Weighted average shares outstanding 1,854,254 2,013,570
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
Citizens First Financial Corp. and Subsidiary
Condensed Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
September 30, 2000 September 30, 1999
------------------ ------------------
(Unaudited and in thousands)
<S> <C> <C>
Net income $1,744 $ 970
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) during the period 193 (198)
Less: Reclassification adjustment for gains (losses)
included in net income 0 0
------ ------
Comprehensive income $1,937 $ 772
====== ======
</TABLE>
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
September 30, 2000 September 30, 1999
------------------ ------------------
(Unaudited and in thousands)
<S> <C> <C>
Net income (loss) ($667) $ 317
Other comprehensive income (loss), net of tax:
Unrealized gains (losses on securities:
Unrealized holding gains (losses) during the period 48 (47)
Less: Reclassification adjustment for losses
included in net income 0 0
----- -----
Comprehensive income (loss) ($619) $ 270
===== =====
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CITIZENS FIRST FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
September 30, 2000 September 30, 1999
------------------ ------------------
(Unaudited and in thousands)
Operating activities
<S> <C> <C>
Net income $ 1,744 $ 970
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Provision for loan losses 2,360 360
ESOP compensation expense 322 351
Incentive plan compensation expense 200 230
Investment securities losses 378
Investment securities amortization, net 22 45
Minority interest in net income of real estate joint venture 111 0
Gain on sale of land in real estate joint venture (222) 0
Net gains on sale of mortgage loans (160) (264)
Net gains from sale of premises and equipment (32) 0
Net losses on sale of foreclosed property 0 8
Net gain from sale of branch facility (2,445) 0
Depreciation 565 800
Mortgage loans originated for sale (6,176) (20,722)
Proceeds from sale of mortgage loans 7,969 22,112
Change in:
Other liabilities 3,666 (1,159)
Prepaid expenses and other assets 103 (3,141)
-------- --------
Net cash (used) provided by operating activities 8,405 (410)
-------- --------
Investing Activities
Purchase of securities available for sale (8,340) (3,005)
Proceeds from maturities and principal paydowns
on securities available for sale 1,043 3,733
Proceeds from sales of securities available for sale 7,870 0
Purchase of Federal Home Loan Bank stock (1,234) (562)
Other net changes in loans (20,702) (21,840)
Proceeds from sale of foreclosed property 36 367
Purchases of premises and equipment (338) (1,614)
Net cash paid from sale of branch facility (23,535) 0
Investment in land in real estate joint venture (44) 0
Proceeds from sale of land in real estate joint venture 694 0
Distribution to minority interest portion of real estate joint
venture (347) 0
Proceeds from sale of premises and equipment 199 0
-------- --------
Net cash used by investing activities (44,698) (22,921)
-------- --------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
Financing Activities
Net change in deposits $ 21,913 $ 11,478
Proceeds from FHLB advances 41,925 15,000
Repayment of FHLB advances (29,678) (7,252)
Purchase of treasury stock shares (1,097) (3,202)
Cash dividend paid on common stock (296) (109)
Exercise of stock options 0 169
Net changes in advances by borrowers for taxes and insurance (429) (176)
-------- --------
Net cash provided by financing activities 32,338 15,908
-------- --------
Net change in cash and cash equivalents (3,955) (7,423)
Cash and cash equivalents, beginning of period 13,176 18,338
-------- --------
Cash and cash equivalents, end of period $ 9,221 $ 10,915
======== ========
Additional cash flows information:
Interest paid $ 10,039 $ 8,569
Income tax paid $ 893 $ 1,239
Loans transferred to foreclosed property $ 285 $ 50
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
Citizens First Financial Corp.
Notes to Condensed Consolidated Financial Statements
1. Background Information
Citizens First Financial Corp. (the "Company") was incorporated in January, 1996
and on May 1, 1996 acquired all of the outstanding shares of common stock of
Citizens Savings Bank (the "Bank") upon the Bank's conversion from a federally
chartered mutual savings bank to a federally chartered stock savings bank. The
Company purchased 100% of the outstanding capital stock of the Bank using 50% of
the net proceeds from the Company's initial stock offering which was completed
on May 1, 1996. In April 1999, the Bank was converted from a federally chartered
savings bank to an Illinois state savings bank.
The Company sold 2,817,500 shares of common stock in the initial offering at
$10.00 per share, including 225,400 shares purchased by the Bank's Employee
Stock Ownership Plan (the "ESOP"). The ESOP shares were acquired by the Bank
with proceeds from a Company loan totaling $2,254,000. The net proceeds of the
offering totaled $27,012,000; $28,175,000 less $1,163,000 in underwriting
commissions and other expenses. The Company's stock is traded on the NASDAQ
National Market under the symbol "CFSB".
2. Statement of Information Furnished
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Form 10-Q instructions and Rule 10-01 of Regulation
S-X, and in the opinion of management reflects all adjustments necessary to
present a fair statement of the financial position as of September 30, 2000 and
December 31, 1999, the results of operations and comprehensive income for the
nine and three months ended September 30, 2000 and the cash flows for the nine
months ended September 30, 2000 and 1999. All adjustments to the financial
statements were of a normal recurring nature. These results have been determined
on the basis of generally accepted accounting principles. The results of
operations for the nine months ended September 30, 2000 are not necessarily
indicative of the results to be expected for the entire fiscal year.
The condensed consolidated financial statements are those of the Company and the
Bank. These condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto, dated
January 26, 2000, included in the Company's 1999 Annual Report to Shareholders.
3. Earnings Per Share
Basic earnings per share have been computed based upon the weighted average
common shares outstanding for the nine and three months ended September 30, 2000
and 1999. Diluted earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.
7
<PAGE>
4. Tender Offer
On October 31, 2000, the Company commenced a "Dutch Auction" self-tender offer
for up to 391,000 shares of its common stock, representing approximately 20% of
the total shares issued and outstanding. The tender offer price range is from
$15.00 to $17.00 per share. Stockholders may specify the number of shares and
prices within the tender offer price range at which they are willing to tender
their shares. The Company will determine the final purchase price that will
enable it to purchase up to the maximum number of shares from those stockholders
who agreed to sell shares at or below the purchase price. All shares purchased
will be purchased at the final price. If more than 391,000 shares are tendered
at or below the purchase price, the excess will be prorated among those
shareholders whose shares are being purchased. The Company intends to use cash
from investment deposits with the Federal Home Loan Bank and borrowings from a
$6 million line of credit to pay for the purchase of the stock.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
GENERAL
Citizens First Financial Corp. (the "Company") is the holding company for
Citizens Savings Bank (the "Bank"). The Company completed its initial offering
of 2,817,500 shares of common stock on May 1, 1996 in connection with the
conversion of the Bank from the mutual to stock form of ownership. Prior to the
Company's acquisition of the Bank on May 1, 1996, the Company had no material
assets or operations.
The Bank was originally chartered in 1888 by the State of Illinois and in 1989
became a federally chartered savings bank. In April 1999, the Bank was converted
from a federally chartered savings bank to an Illinois state savings bank. The
Bank's principal business consists of the acceptance of retail deposits from the
general public in the area surrounding its main and branch offices and the
investment of these deposits, together with funds generated from operations and
borrowings, primarily in one-to-four family residential mortgages. The Bank also
originates commercial, multi-family, construction and land, commercial real
estate, agricultural, consumer and other loans.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2000 and DECEMBER 31, 1999
Total assets increased from $316.6 million at December 31, 1999 to $328.9
million at September 30, 2000. The $12.3 million or 3.9% increase was due to the
increase in loans which was funded by increased borrowings from the Federal Home
Loan Bank of Chicago (the "FHLB").
Cash and cash equivalents decreased from $13.2 million at December 31, 1999 to
$9.2 million at September 30, 2000 a decrease of $4.0 million or 30.3%. This
decrease was primarily the result of the Company's use of these balances to fund
loan originations.
Investment securities decreased from $16.1 million at December 31, 1999 to $15.4
million at September 30, 2000, a decrease of $700,000 or 4.3%. The decrease was
primarily due to maturities and repayments during the first nine months of 2000.
Loans, net of allowance for loan losses and including loans held for sale,
increased from $266.9 million at December 31, 1999 to $283.3 million at
September 30, 2000, an increase of $16.4 million or 6.1%. The increase was
funded primarily by increased borrowings from the FHLB. The growth in loans was
primarily attributable to increases in commercial loans, including agricultural
loans, and nonresidential property and land loans.
The allowance for loan losses increased from $1,679,000 at December 31, 1999 to
$3,936,000 at September 30, 2000, an increase of $2,257,000 or 134.4%. The bank
recorded a $2.0 million provision for loan losses ($1.2 million after-tax) for
potential losses related to $4.1 million in loans outstanding to a real estate
developer, PAK Builders. The loans were for the development of 27 residential
properties that are under varied stages of completion. On August 3, 2000, PAK
builders, an Illinois general partnership, filed for Chapter 7 bankruptcy
protection. The $2.0 reserve is based on preliminary analysis and additional
reserves may be required as additional facts become known. The remaining
increase in the allowance was related to the Bank's increased origination of
commercial real estate and agricultural loans, which generally bear a
9
<PAGE>
greater degree of risk as compared to one-to-four family mortgage loans. The
ratio of the Company's allowance for loan losses to total loans was 1.37% at
June 30, 2000 and 0.63% at December 31, 1999. The ratios of the Company's
allowance for loan losses to total nonperforming loans were 78.6% and 295.1% at
September 30, 2000 and December 31, 1999, respectively. The change in this ratio
was due to the classification of the PAK Builder loans as nonperforming in the
third quarter of 2000. Company management performs ongoing reviews of the loan
portfolio in order to identify nonperforming loans and potential problem loans
and to evaluate the adequacy of the allowance for loan losses. In performing its
review, management classifies nonperforming and potential problem loans as
either substandard, doubtful, loss or special mention loans. A loan is
considered substandard if it is inadequately protected by the current net worth
and paying capacity of the borrower or of the collateral pledged, if any.
Substandard loans include those characterized by the distinct possibility that
the Company will sustain some loss if the deficiencies are not corrected. Loans
classified as doubtful have all of the weaknesses inherent in those classified
as substandard with the added characteristic that the weaknesses present make
collection or liquidation in full, on the basis of currently existing facts and
conditions, highly questionable and improbable. Loans classified as loss are
those are those considered uncollectible and of such little value that their
continuance as loans without the establishment of a specific loss reserve is not
warranted. Loans which do not currently expose the Company to sufficient risk to
warrant classification in any one of the categories described above but
possesses weaknesses are classified as special mention. The total of internally
classified loans was $6,327,000 and $819,000 at September 30, 2000 and December
31, 1999, respectively. Of the $3.6 million in classified loans at September 30,
2000, $4.2 million pertained to PAK Builders and $1.0 million to a commercial
builder of 1-4 family homes for which the Bank estimates there is sufficient
collateral.
Other assets decreased from $4.3 million at December 31, 1999 to $4.2 million at
September 30, 2000, a decrease of $100,000 or 2.3%. The decrease was due to a
$572,000 decrease in income tax receivable offset by a $505,000 increase in
accrued interest receivable.
Deposits decreased from $220.2 million at December 31, 1999 to $216.2 million at
September 30, 2000, a decrease of $4.0 million or 1.8%. The decrease was the
result of the sale of a branch facility with $26.1 million of deposits to
another financial institution. The decrease in deposits resulting from the sale
was partially offset by the acquisition of $11.1 million of brokered deposits
with maturities of six and twelve months and an average rate of 6.99%.
Borrowings from the FHLB increased from $57.1 million at December 31, 1999 to
$69.3 million at September 30, 2000, an increase of $12.2 million or 21.4%.
Proceeds from the borrowings were used to fund the origination of loans and
replaced decreased funds resulting from the sale of the branch facility.
Other liabilities increased from $2.1 million at December 31, 1999 to $5.8
million at September 30, 2000 an increase of $3.7 million or 176.2%. The
increase was due primarily to receipt in September, 2000 of $3.5 million in
payoff proceeds that contractually were not remitted to the loan purchaser until
October, 2000.
Total stockholders' equity capital increased by $1.1 million or 3.1%, from $34.2
million at December 31, 1999 to $35.3 million at September 30, 2000. The
increase resulted from the earnings of the Company of $1.7 million for the nine
months ended September 30, 2000 offset by the repurchase of 70,140 shares of the
Company's stock totaling $1.1 million, the payment of $296,000 in dividends to
shareholders, a $193,000 decrease in accumulated other comprehensive loss and
recognition of earned incentive plan and ESOP shares of $521,000.
10
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 and
SEPTEMBER 30, 1999
GENERAL
Net income for the nine months ended September 30, 2000 increased by $774,000
from $970,000 for the nine months ended September 30, 1999 to $1,744,000 for the
nine months ended September 30, 2000. The increase was due primarily to the gain
from the sale of a branch facility and increased net interest income. The bank
recorded a $2.0 million provision for loan losses ($1.2 million after-tax) for
potential losses related to $4.1 million in loans outstanding to a real estate
developer, PAK Builders. In addition, as part of a restructuring of its
investment portfolio, the Bank sold $8.2 million of securities in June 2000 and
incurred a loss of $378,000. The proceeds from the sale were reinvested in July
2000 in higher yielding securities. Excluding the gain from the sale of the
branch facility, the $2.0 million of loan loss reserve and the loss on the sale
of investment securities, net income for the nine months ended September 30,
2000 would have been $1,703,000.
INTEREST INCOME
Interest on loans increased by $2,698,000 or 18.3%, from $14,710,000 for the
nine months ended September 30, 1999 to $17,408,000 for the nine months ended
September 30, 2000. Interest on loans increased because the average balance of
loans outstanding increased $32.3 million and the average yield on loans
outstanding increased 26 basis points.
Interest on investments decreased from $1,189,000 for the nine months ended
September 30, 1999 to $1,062,000 for the nine months ended September 30, 2000, a
decrease of $127,000 or 10.7%. The decrease was due to a $8.3 million decrease
in the average balances of interest-bearing demand deposits, FHLB stock and
investment securities in 2000, offset by a 22 basis point increase in the
average yield on investments and interest-bearing deposits.
INTEREST EXPENSE
Interest on savings deposits increased by $616,000 or 9.0%, from $6,869,000 for
the nine months ended September 30, 1999 to $7,485,000 for the nine months ended
September 30, 2000. The increase was caused by a $1.0 million increase in the
average balance of deposits and a 33 basis point increase in average cost of
deposits.
The interest on borrowings increased by $1,093,000 or 58.2%, from $1,878,000 for
the nine months ended September 30, 1999 to $2,971,000 for the nine months ended
September 30, 2000 as a result of a $21.0 million increase in average borrowings
from the FHLB and a 44 basis point increase in the average cost of borrowings.
PROVISION FOR LOAN LOSSES
The provision for loan losses was $2,360,000 for the nine months ended September
30, 2000 and $360,000 for the nine months ended September 30, 1999. The increase
was due to the recording of the $2.0 million ($1.2 million after-tax) in
additional loan loss reserves for the bank's loans to PAK Builders. The
provision for both periods reflects management's analysis of the Company's loan
portfolio based on information which is currently available to it at such time.
In particular, management considers the level of non-performing loans and
potential problem loans. While management believes that the allowance for loan
losses is sufficient based on information currently available, no assurances can
be made that future events or conditions or regulatory
11
<PAGE>
directives will not result in increased provisions for loan losses or additions
to the Bank's allowance for losses which may adversely affect net income.
OTHER INCOME
Total other income increased by $2,449,000 or 223.2%, from $1,097,000 for the
nine months ended September 30, 1999 to $3,546,000 for the nine months ended
September 30, 2000. The increase was primarily due to the $2.4 million gain from
the sale of a branch facility to another financial institution. The gain was
offset by $378,000 in net realized losses from the sale of $8.2 million of
available for sale securities. The proceeds from the sale were reinvested in
July 2000 in higher yielding investment securities. Net gains on loan sales
decreased by $104,000 or 39.4%, from $264,000 for the nine months ended
September 30, 1999 to $104,000 for the nine months ended September 30, 2000,
primarily because of a decrease in loan sales in the nine months ended September
30, 2000. Other operating income increased from $833,000 for the nine months
ended September 30, 1999 to $1,319,000 for the nine months ended September 30,
2000, an increase of $486,000 or 58.3%. The increase resulted primarily from the
Bank's service corporation's $222,000 gain on the sale of property in a real
estate joint venture in which it participates and an $112,000 increase in
deposit account, branch and ATM service fees.
OTHER EXPENSES
Total other expenses increased by $44,000 or 0.7%, from $6,305,000 for the nine
months ended September 30, 1999 to $6,349,000 for the nine months ended
September 30, 2000. Salaries and benefits increased by $299,000 or 9.0%, from
$3,310,000 for the nine months ended September 30, 1999 to $3,609,000 for the
nine months ended September 30, 2000. The increase was due to a lower standard
cost allocation of loan fees against salaries and benefits in 2000 as a result
of reduced originations of 1-4 family loans and the increased staff required by
the change to an in-house data processing operation. Net occupancy expenses
decreased by $264,000 or 22.5%, from $1,172,000 for the nine months ended
September 30, 1999 to $908,000 for the nine months ended September 30, 2000, due
to the accelerated depreciation of computer equipment in 1999 that was replaced
in a computer conversion. Data processing fees decreased from $424,000 for the
nine months ended September 30, 1999 to $224,000 for the nine months ended
September 30, 2000, a decrease of $200,000 or 47.2% due to lower fees associated
with the conversion to an in-house computer system. Other operating expense
increased from $1,276,000 for the nine months ended September 30, 1999 to
$1,463,000 for the nine months ended September 30, 2000, an increase of $187,000
or 14.7%, primarily because of higher legal and professional fees associated
with the 2000 Annual Meeting of Shareholders.
INCOME TAX EXPENSE
Total income tax expense was $1,107,000 for the nine months ended September 30,
2000, compared to $614,000 for the nine months ended September 30, 1999. The
increase is attributable to higher taxable income for the nine months ended
September 30, 2000. The effective tax rates for the nine months ended September
30, 2000 and 1999 were 38.8%.
12
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
and SEPTEMBER 30, 1999
GENERAL
Results of operations changed to a net loss of $667,000 for the three months
ended September 30, 2000 from net income of $317,000 for the three months ended
September 30, 1999. The change was primarily due to the recording of the $2.0
million ($1.2 million after-tax) in additional loan loss reserves for the bank's
loans to PAK Builders. This loss was offset by improved net interest income.
Excluding the recording of the $2.0 in additional loan loss reserves, net income
for the three months ended September 30, 2000 would have been $557,000.
INTEREST INCOME
Interest on loans increased by $1,080,000 or 22.0%, from $4,919,000 for the
three months ended September 30, 1999 to $5,999,000 for the three months ended
September 30, 2000. Interest on loans increased because the average balance of
loans outstanding increased by $30.2 million and the average yield on loans
outstanding increased 34 basis points.
Interest on investments increased to 378,000 for the three months ended
September 30, 2000 from $325,000 for the three months ended September 30, 1999,
an increase of $53,000 or 16.3%. The increase was primarily due to a $3.8
million decrease in the average balances of investment securities, FHLB stock
and interest-bearing demand deposits in 2000, offset by a 93 basis point
increase in the average yield.
INTEREST EXPENSE
Interest on savings deposits increased by $354,000 or 15.4%, from $2,288,000 for
the three months ended September 30, 1999 to $2,642,000 for the three months
ended September 30, 2000. The increase was caused by a 60 basis point increase
in the average cost of deposits offset by a $200,000 decrease in the average
balance of interest-bearing deposits.
The interest on borrowings increased from $676,000 for the three months ended
September 30, 1999 to $1,095,000 for the three months ended September 30, 2000
as a result of an increase of $23.8 million in average borrowings and a 62 basis
point increase in the average cost of borrowings.
PROVISION FOR LOAN LOSSES
The provision for loan losses was $2,120,000 and $120,000 for the three months
ended June 30, 2000 and 1999, respectively. The increase was due to the
recording of the $2.0 million ($1.2 million after-tax) in additional loan loss
reserves for the bank's loans to PAK Builders. The provision for both periods
reflects management's analysis of the Company's loan portfolio based on
information which is currently available to it at such time. In particular,
management considers the level of non-performing loans and potential problem
loans. While management believes that the allowance for loan losses is
sufficient based on information currently available, no assurances can be made
that future events or conditions or regulatory directives will not result in
increased provisions for loan losses or additions to the Bank's allowance for
losses which may adversely affect net income.
13
<PAGE>
OTHER INCOME
Total other income increased from $346,000 for the three months ended September
30, 1999 to $381,000 for the three months ended September 30, 2000, an increase
of $35,000 or 10.1%. The gain was primarily due to increases in deposit account,
branch and ATM service fees.
OTHER EXPENSES
Total other expenses increased by $1,000 or 0.1%, from $1,990,000 for the three
months ended September 30, 1999 to $1,991,000 for the three months ended
September 30, 2000. Salaries and benefits increased by $40,000 or 3.5%, from
$1,129,000 for the three months ended September 30, 1999 to $1,169,000 for the
three months ended September 30, 2000. The increase was due to a lower standard
cost allocation of loan fees against salaries and benefits in 2000 as a result
of reduced origination of 1-4 family loans and the increased staff required by
the change to an in-house data processing operation. Net occupancy expenses
decreased by $38,000 or 11.1%, from $341,000 for the three months ended
September 30, 1999 to $303,000 for the three months ended September 30, 2000,
because of accelerated depreciation of computer equipment in 1999 that was
replaced in a computer conversion. Data processing fees decreased from $123,000
for the three months ended September 30, 1999 to $69,000 for the three months
ended September 30, 2000, a decrease of $56,000 or 44.7% because of lower fees
associated with the conversion to an in-house computer system. Other operating
expense increased from $367,000 for the three months ended September 30, 1999 to
$441,000 for the three months ended September 30, 2000, an increase of $76,000
or 20.2%, primarily because of increased legal and professional fees associated
with the Company's transfer to the Nasdaq National Market.
INCOME TAX BENEFIT/EXPENSE
Total income tax benefit was $423,000 for the three months ended September 30,
2000, compared to income tax expense of $199,000 for the three months ended
September 30, 1999. The change is attributable to loss for the three months
ended September 30, 2000. The effective tax rates for the three months ended
September 30, 2000 and 1999 were 38.8% and 38.6%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and interest
payments on loans and securities, sales of loans and securities and FHLB
advances. While maturing and scheduled amortization of loans are predictable
sources of funds, deposit outflows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. The
Bank's liquidity requirement, which may be varied at the direction of the Bank's
regulators depending on economic conditions and deposit flows, is based upon a
percentage of the Bank's deposits and short-term borrowings.
At September 30, 2000, the Bank exceeded all of its regulatory capital
requirements with Tier 1 core capital of $28.5 million, or 8.9% of adjusted
assets, which is above the required level of $12.8 million or 4.0%; and
risk-based capital of $30.2 million or 12.9% of risk-weighted assets, which is
above the required level of $18.7 million or 8.0%.
The Company's most liquid assets are cash and interest-bearing demand accounts.
The level of these accounts is dependent on the operating, financing, lending
and investing activities during any given period. At September 30, 2000 cash and
interest-bearing deposits totaled $9.2 million.
14
<PAGE>
The Company has other sources of liquidity if a need for additional funds
arises, including FHLB advances, loan sales, brokered deposits and Fed funds. At
September 30, 2000, the Bank had outstanding advances with the FHLB of $69.3
million. The FHLB maintains two limitations on the availability based on FHLB
stock ownership and total assets. The Bank currently meets the stock limitation;
however, this limit may be raised by the purchase of additional FHLB stock.
Based on the total assets limitations, the Bank may increase its borrowings with
the FHLB by $43.5 million. The ability to borrow this amount would require
meeting regulatory mandated loan and collateral limits. Depending upon market
conditions and the pricing of deposit products and FHLB borrowings, the Bank may
utilize FHLB advances to fund loan originations.
At September 30, 2000 the Bank had commitments to originate loans and unused
lines of credit totaling $12.5 million. Certificate accounts which are scheduled
to mature in one year or less from September 30, 2000 totaled $112.5 million.
The Bank anticipates that it will have sufficient funds to meet its current
commitments and maturing deposits.
On October 31, 2000, the Company commenced a "Dutch Auction" self-tender offer
for up to 391,000 shares of its common stock, representing approximately 20% of
the total shares issued and outstanding. The tender offer price range is from
$15.00 to $17.00 per share. Stockholders may specify the number of shares and
prices within the tender offer price range at which they are willing to tender
their shares. The Company will determine the final purchase price that will
enable it to purchase up to the maximum number of shares from those stockholders
who agreed to sell shares at or below the purchase price. All shares purchased
will be purchased at the final price. If more than 391,000 shares are tendered
at or below the purchase price, the excess will be prorated among those
shareholders whose shares are being purchased. The Company intends to use cash
from investment deposits with the Federal Home Loan Bank and borrowings from a
$6 million line of credit to pay for the purchase of the stock.
15
<PAGE>
Current Accounting Issues
During 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities". This Statement
requires companies to record derivatives on the balance sheet at their fair
value. This new Statement applies to all entities. Statement No. 137 amended the
effective date of Statement No. 133 to fiscal years beginning after June 15,
2000. This Statement may not be applied retroactively to financial statements of
prior periods. The adoption of this Statement will have no material impact on
the Company's financial position or results of operation.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Sources of market risk include interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. The Company is only
subject to interest rate risk. The Company purchased no financial instruments
for trading purposes during the nine months ended September 30, 2000 or 1999.
The principal objective of the Company's interest rate risk management function
is to evaluate the interest rate risk included in balance sheet accounts,
determine the level of risk appropriate given the Company's business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with Board of Director's approved
guidelines. Through such management, the Company seeks to reduce the
vulnerability of its operations to changes in interest rates. The Company
monitors its interest rate risk as such risk relates to its operating
strategies. The Company's Board of Directors reviews the Company's interest rate
risk position on a quarterly basis. The Company's Asset/Liability Committee is
comprised of the Company's senior management under the direction of the Board of
Directors, with the Committee responsible for reviewing with the Board of
Directors its activities and strategies, the effect of those strategies on the
Company's net interest margin, the market value of the portfolio and the effect
that changes in the interest rates will have on the Company's portfolio and its
exposure limits. The extent of the movement of interest rates is an uncertainty
that could have a negative impact on the earnings of the Company.
In recent years, the Company has utilized the following strategies to manage
interest rate risk: (1) originating for investment adjustable-rate residential
mortgage and fixed-rate one-to-four family loans with maturities of 10 years or
less; (2) generally selling fixed-rate one-to-four family loans with maturities
exceeding 10 years in the secondary market without recourse and on a servicing
retained basis; (3) increasing its origination of shorter term and/or adjustable
rate commercial loans; and (4) investing in shorter term investment securities
which may generally bear lower yield as compared to longer term investments, but
which may better position the Company for increases in market interest rates.
The Company's interest rate and market risk profile has not materially changed
from the year ended December 31, 1999. Please refer to the Company's 1999 Form
10-K for further discussion of the Company's market and interest rate risk.
16
<PAGE>
PART II. -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any legal proceedings of a material
nature at this time other than those occurring in the ordinary course of
business, which in the aggregate involves amounts which are believed by
management to be immaterial to the financial condition of the Company.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
11.0 Statement re: Computation of Per Share Earnings
(filed herewith)
27.0 Financial Data Schedule*
b. Reports on Form 8-K
Citizens First Financial Corp. filed the following Form
8-Ks during the quarter ended September 30, 2000:
a. Form 8-K filed August 30, 2000 attaching
as an exhibit a press release dated August
29, 2000 announcing the recording of a
$2,000,000 loan loss provision for loans to
a real estate developer.
b. Form 8-K filed September 1, 2000 announcing
the amendment and restatement of the
Company's by-laws.
c. Form 8-K filed September 29, 2000 attaching
as an exhibit a press release dated September
29, 2000 announcing that the stock for the
Company would begin trading under on the Nasdaq
National Market on Monday, October 2, 2000
under the symbol "CFSB".
* Submitted only in electronic format.
Exhibit Index
-------------
11.0 Statement re: Computation of Per Share Earnings 19
27.0 Financial Data Schedule (submitted only in electronic format)
17
<PAGE>
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 First Financial Corp.
Date: November 13, 2000 /s/ C. William Landefeld
----------------- --------------------------------
C. William Landefeld
President
Date: November 13, 2000 /s/ Dallas G. Smiley
----------------- --------------------------------
Dallas G. Smiley
Chief Financial Officer
18
