<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 June 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 1,958,015 shares of Common Stock outstanding as of
July 31, 2000.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF
JUNE 30, 2000 AND DECEMBER 31, 1999 1
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE SIX
MONTHS ENDED JUNE 30, 2000 AND 1999 2
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE THREE
MONTHS ENDED JUNE 30, 2000 AND 1999 3
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE SIX AND THREE MONTHS ENDED
JUNE 30, 2000 AND 1999 4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
SIX MONTHS ENDED JUNE 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 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
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 JUNE 30, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---------- -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Cash and due from banks $ 5,304 $ 9,909
Interest-bearing demand deposits 10,152 3,267
--------- ---------
Cash and cash equivalents 15,456 13,176
Investment securities - available for sale 7,343 16,103
Mortgage loans held for sale 541 3,007
Loans 283,742 265,553
Allowance for loan losses (1,887) (1,679)
--------- ---------
Net loans 281,855 263,874
Land in real estate joint venture 3,680 4,108
Premises and equipment 8,619 9,029
Federal Home Loan Bank of Chicago Stock 4,021 2,854
Foreclosed real estate 371 86
Other assets 4,607 4,348
--------- ---------
Total assets $ 326,493 $ 316,585
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $ 215,698 $ 220,237
Federal Home Loan Bank advances 68,904 57,073
Advances by borrowers for taxes and insurance 863 891
Other liabilities 3,322 2,099
--------- ---------
Total liabilities 288,787 280,300
--------- ---------
Minority interest in real estate joint venture 1,799 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 27,522 27,490
Retained earnings 23,392 21,180
Accumulated other comprehensive loss (197) (342)
Less:
Treasury shares, 859,485 and 793,145 (13,625) (12,580)
Unearned incentive plan shares, 29,715 and 40,577 (408) (559)
Unearned employee stock ownership plan
shares, 80,500 and 96,600 shares (805) (966)
--------- ---------
Total stockholders' equity 35,907 34,251
--------- ---------
Total liabilities and stockholders' equity $ 326,493 $ 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 SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(UNAUDITED AND IN THOUSANDS
EXCEPT SHARE DATA)
<S> <C> <C>
Interest income:
Interest on loans $ 11,409 $ 9,791
Interest on investments 684 864
----------- -----------
Total interest income 12,093 10,655
Interest expense:
Interest on savings deposits 4,843 4,581
Interest on borrowings 1,876 1,202
----------- -----------
Total interest expense 6,719 5,783
----------- -----------
Net interest income 5,374 4,872
Provision for loan losses 240 240
----------- -----------
Net interest income after provision for
loan losses 5,134 4,632
Other income:
Net gain on sale of Branch Facility 2,445 0
Net realized losses on sales of available for sale securities (378) 0
Net gains on loan sales 106 135
Other operating income 992 528
----------- -----------
Total other income 3,165 663
----------- -----------
Other expense:
Salaries and employee benefits 2,440 2,181
Net occupancy and equipment expenses 605 831
Deposit insurance expense 25 93
Data processing expense 155 301
Other operating expense 1,022 821
Minority interest in net income of real estate joint venture 111 0
----------- -----------
Total other expense 4,358 4,227
Income before income tax 3,941 1,068
Income tax expense 1,530 415
----------- -----------
Net income $ 2,411 $ 653
=========== ===========
Basic earnings per share $ 1.30 $ 0.33
Weighted average shares outstanding 1,847,621 2,009,159
Diluted earnings per share $ 1.25 $ 0.31
Weighted average shares outstanding 1,926,826 2,112,127
</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
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(UNAUDITED AND IN THOUSANDS
EXCEPT SHARE DATA)
<S> <C> <C>
Interest income:
Interest on loans $ 5,875 $ 5,034
Interest on investments 332 362
----------- -----------
Total interest income 6,207 5,396
Interest expense:
Interest on savings deposits 2,445 2,306
Interest on borrowings 1,072 594
----------- -----------
Total interest expense 3,517 2,900
----------- -----------
Net interest income 2,690 2,496
Provision for loan losses 120 120
----------- -----------
Net interest income after provision for
loan losses 2,570 2,376
Other income:
Net gain on sale of Branch Facility 2,445 0
Net realized losses on sales of available
for sale securities (378) 0
Net gains on loan sales 47 18
Other operating income 632 256
----------- -----------
Total other income 2,746 274
Other expense:
Salaries and employee benefits 1,167 1,030
Net occupancy and equipment expenses 289 446
Deposit insurance expense 3 31
Data processing expense 67 149
Other operating expense 569 484
Minority interest in net income of real estate joint venture 111 0
----------- -----------
Total other expense 2,206 2,140
----------- -----------
Income before income tax 3,110 510
Income tax expense 1,208 198
----------- -----------
Net income $ 1,902 $ 312
=========== ===========
Basic earnings per share $ 1.03 $ 0.16
Weighted average shares outstanding 1,843,305 2,003,225
Diluted earnings per share $ 0.99 $ 0.15
Weighted average shares outstanding 1,920,461 2,093,275
</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 SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(Unaudited and in thousands)
-----------------------------
<S> <C> <C>
Net income $ 2,411 $ 653
Other comprehensive income (loss), net of tax:
Unrealized gains (losses on securities:
Unrealized holding gains (losses) during the period 379 (151)
Less: Reclassification adjustment for gains (losses)
included in net income (234) 0
------- -------
Comprehensive income $ 2,556 $ 502
======= =======
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(Unaudited and in thousands)
-----------------------------
<S> <C> <C>
Net income $ 1,902 $ 312
Other comprehensive income (loss), net of tax:
Unrealized gains (losses on securities:
Unrealized holding gains (losses) during the period 416 (128)
Less: Reclassification adjustment for losses
included in net income (234) 0
------- -------
Comprehensive income $ 2,084 $ 184
======= =======
</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 SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE, 2000 JUNE 30, 1999
---------- -------------
(Unaudited and in thousands)
-------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 2,411 $ 653
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Provision for loan losses 240 240
ESOP compensation expense 209 235
Incentive plan compensation expense 134 163
Investment securities losses 378
Investment securities amortization, net 15 31
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 (106) (135)
Net gain on sale of Branch Facility (2,445) 0
Net losses on sale of foreclosed property 0 8
Depreciation 377 571
Mortgage loans originated for sale (3,214) (15,222)
Proceeds from sale of mortgage loans 5,786 16,840
Change in:
Other liabilities 986 (1,468)
Prepaid expenses and other assets (259) (3,429)
-------- --------
Net cash (used) provided by operating activities 4,401 (1,513)
-------- --------
INVESTING ACTIVITIES
Purchase of securities available for sale 0 (2,005)
Proceeds from maturities and principal paydowns
on securities available for sale 879 3,098
Proceeds from sales of securities available for sale 7,870 0
Purchase of Federal Home Loan Bank stock (1,167) (291)
Other net changes in loans (18,506) (21,404)
Proceeds from sale of foreclosed property 0 367
Purchases of premises and equipment (133) (904)
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 (346) 0
Proceeds from sale of premises and equipment 166 0
-------- --------
Net cash used by investing activities (34,122) (21,139)
-------- --------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
FINANCING ACTIVITIES
<S> <C> <C>
Net change in deposits $ 21,441 $ 5,770
Proceeds from FHLB advances 38,925 13,000
Repayment of FHLB advances (27,094) (7,169)
Purchase of treasury stock shares (1,045) (1,069)
Cash dividend paid on common stock (198) 0
Exercise of stock options 0 46
Net changes in advances by borrowers for taxes and insurance (28) 38
-------- --------
Net cash provided by financing activities 32,001 10,616
-------- --------
Net change in cash and cash equivalents 2,280 (12,036)
Cash and cash equivalents, beginning of period 13,176 18,338
-------- --------
Cash and cash equivalents, end of period $ 15,456 $ 6,302
======== ========
Additional cash flows information:
Interest paid $ 6,873 $ 5,709
Income tax paid $ 715 $ 874
Loans transferred to foreclosed property $ 285 $ 10
</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 American
Stock Exchange under the symbol "CBK".
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 June 30, 2000 and
December 31, 1999, the results of operations and comprehensive income for the
six and three months ended June 30, 2000 and the cash flows for the six months
ended June 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 six
months ended June 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 six and three months ended June 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>
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 JUNE 30, 2000 and DECEMBER 31, 1999
Total assets increased from $316.6 million at December 31, 1999 to $326.5
million at June 30, 2000. The $9.9 million or 3.1% 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 increased from $13.2 million at December 31, 1999 to
$15.5 million at June 30, 2000 an increase of $2.3 million or 17.4%. This
increase was due to the $7.9 million received from the sale of available for
sale securities in June, 2000.
Investment securities decreased from $16.1 million at December 31, 1999 to $7.3
million at June 30, 2000, a decrease of $8.8 million or 54.7%. The decrease was
due to the sale of investment securities in June, 2000 and maturities and
repayments during the first half 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 $282.4 million at June 30,
2000, an increase of $15.5 million or 5.8%. 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 Bank currently has loans outstanding to a developer of residential
properties for $4.1 million. Subsequent to June 30, 2000, the Bank was notified
by the borrower that the amount they owed to lenders and suppliers exceeded the
value of the properties they were developing. They have indicated they may seek
protection under of the bankruptcy laws. Prior to this time, the borrower had
been current with all of their loans with the Bank. The loans were for the
development of 27 residential properties that are under varied stages of
completion. The collateral for the loans includes completed residences, lots and
construction in progress. The Bank cannot, at this time, reasonably estimate
losses resulting from these loans.
8
<PAGE>
The allowance for losses increased from $1,679,000 at December 31, 1999 to
$1,887,000 at June 30, 2000, an increase of $208,000 or 12.4%. The increased
allowance was related to the Bank's increased origination of commercial real
estate and agricultural loans, which generally bear a greater degree of risk as
compared to 0ne-to-four family mortgage loans. The ratio of the Company's
allowance for loan losses to total loans was 0.67% 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 370.0% and 295.1% at June 30, 2000 and December
31, 1999, respectively. 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 $572,000 and $819,000 at June 30, 2000 and December 31,
1999, respectively.
Other assets increased from $4.3 million at December 31, 1999 to $4.6 million at
June 30, 2000, an increase of $258,000 or 5.9%. The increase was due primarily
to a $209,000 increase in accrued interest receivable, a $77,000 increase in
prepaid maintenance contracts, a $66,000 increase in present value and mortgage
servicing loan gains, offset by a $94,000 decrease in income taxes receivable.
Deposits decreased from $220.2 million at December 31, 1999 to $215.7 million at
June 30, 2000, a decrease of $4.5 million or 2.0%. The decrease was the result
of the sale of a branch facility with $26.1 million of deposits to another
financial institution. The bank anticipates net annual operational cost savings
of $250,000. The funds required for the sale were provided by borrowed funds,
the acquisition of brokered deposits and loan sales. The $11.1 million of
brokered deposits had maturities of six and twelve months and an average rate of
6.99%. The bank anticipates net annual operational cost savings from the branch
sale of approximately $250,000.
Borrowings from the FHLB increased from $57.1 million at December 31, 1999 to
$68.9 million at June 30, 2000, an increase of $11.8 million or 20.7%. Proceeds
from the borrowings were used to fund the origination of loans.
Other liabilities increased from $2.1 million at December 31, 1999 to $3.3
million at June 30, 2000 an increase of $1.2 million or 57.1%, due primarily to
an increase in income taxes payable of $839,000, and a $506,000 increase in
accrued principal and interest payments payable to owners of serviced loans,
offset by a $154,000 decrease in accrued interest payable.
Total stockholders' equity capital increased by $1.6 million or 4.7%, from $34.3
million at December 31, 1999 to $35.9 million at June 30, 2000. The increase
resulted from the earnings of the Company of $2.4 million for the six months
ended June 30, 2000 offset by the repurchase of
9
<PAGE>
66,340 shares of the Company's stock totaling $1.0 million, the payment
of $198,000 in dividends to shareholders, and recognition of earned incentive
plan and ESOP shares of $360,000.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 and
JUNE 30, 1999
GENERAL
Net income for the six months ended June 30, 2000 increased by $1,758,000 from
$653,000 for the six months ended June 30, 1999 to $2,411,000 for the six months
ended June 30, 2000. The increase was due primarily to the gain from the sale of
a branch facility and increased net interest income. 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 and the loss on the sale of investment securities, net
income for the six months ended June 30, 2000 would have been $1,176,000.
INTEREST INCOME
Interest on loans increased by $1,618,000 or 16.5%, from $9,791,000 for the six
months ended June 30, 1999 to $11,409,000 for the six months ended June 30,
2000. Interest on loans increased because the average balance of loans
outstanding increased $31.8 million and the average yield on loans outstanding
increased 39 basis points.
Interest on investments decreased from $864,000 for the six months ended June
30, 1999 to $684,000 for the six months ended June 30, 2000, a decrease of
$180,000 or 20.8%. The decrease was due to a $9.9 million decrease in the
average balances of interest-bearing demand deposits, FHLB stock and investment
securities in 2000, offset by a 27 basis point increase in the average yield on
investments and interest-bearing deposits.
INTEREST EXPENSE
Interest on savings deposits increased by $262,000 or 5.7%, from $4,581,000 for
the six months ended June 30, 1999 to $4,843,000 for the six months ended June
30, 2000. The increase was caused by a $16.9 million increase in the average
balance of deposits and a 48 basis point increase in average cost of deposits.
The interest on borrowings increased by $674,000 or 56.1%, from $1,202,000 for
the six months ended June 30, 1999 to $1,876,000 for the six months ended June
30, 2000 as a result of a $20.3 million increase in average borrowings from the
FHLB and a 64 basis point increase in the average cost of borrowings.
PROVISION FOR LOAN LOSSES
The provision for loan losses was $240,000 for the six months ended June 30,
2000 and June 30, 1999. 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.
10
<PAGE>
The Bank currently has loans outstanding to a developer of residential
properties for $4.1 million. Subsequent to June 30, 2000, the Bank was notified
by the borrower that the amount they owed to lenders and suppliers exceeded the
value of the properties they were developing. They have indicated they may seek
protection under of the bankruptcy laws. Prior to this time, the borrower had
been current with all of their loans with the Bank. The loans were for the
development of 27 residential properties that are under varied stages of
completion. The collateral for the loans includes completed residences, lots and
construction in progress. No adjustment has been made to the provision for loan
losses since the Bank cannot, at this time, reasonably estimate losses resulting
from these loans.
OTHER INCOME
Total other income increased by $2,502,000 or 377.4%, from $663,000 for the six
months ended June 30, 1999 to $3,165,000 for the six months ended June 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. The Bank's service corporation had a gain
of $222,000 from the sale of property in a real estate joint venture in which it
participates. Net gains on loan sales decreased by $29,000 or 21.5%, from
$135,000 for the six months ended June 30, 1999 to $106,000 for the six months
ended June 30, 2000, primarily because of a decrease in loan sales in the six
months ended June 30, 2000. Other operating income increased from $528,000 for
the six months ended June 30, 1999 to $992,000 for the six months ended June 30,
2000, an increase of $464,000 or 46.8%. 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, a $94,000 increase in deposit
account, branch and ATM service and a $76,000 increase in loan fees.
OTHER EXPENSES
Total other expenses increased by $131,000 or 3.1%, from $4,227,000 for the six
months ended June 30, 1999 to $4,358,000 for the six months ended June 30, 2000.
Salaries and benefits increased by $259,000 or 11.9%, from $2,181,000 for the
six months ended June 30, 1999 to $2,440,000 for the six months ended June 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 $226,000 or 27.2%,
from $831,000 for the six months ended June 30, 1999 to $605,000 for the six
months ended June 30, 2000, because of accelerated depreciation of computer
equipment in 1999 that was replaced in a computer conversion. Data processing
fees decreased from $301,000 for the six months ended June 30, 1999 to $155,000
for the six months ended June 30, 2000, a decrease of $146,000 or 48.5% because
of lower fees associated with the conversion to an in-house computer system.
Other operating expense increased from $821,000 for the six months ended June
30, 1999 to $1,022,000 for the six months ended June 30, 2000, an increase of
$201,000 or 24.5%, primarily because of higher legal and professional fees and
additional shareholder communication expense related to the 2000 Annual Meeting
of Shareholders.
INCOME TAX EXPENSE
Total income tax expense was $1,530,000 for the six months ended June 30, 2000,
compared to $415,000 for the six months ended June 30, 1999. The increase is
attributable to higher taxable income for the six months ended June 30, 2000.
The effective tax rates for the six months ended June 30, 2000 and 1999 were
38.8% and 38.9%, respectively.
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COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 and
JUNE 30, 1999
GENERAL
Net income for the three months ended June 30, 2000 increased from $312,000 for
the three months ended June 30, 1999 to $1,902,000 for the three months ended
June 30, 2000, an increase of $1,590,000 or 509.6%. The increase was due
primarily to the gain from the sale of a branch facility to another financial
institution and improved net interest income. 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 and the loss on the sale of investment securities, net income
for the three months ended June 30, 2000 would have been $637,000.
INTEREST INCOME
Interest on loans increased by $841,000 or 16.7%, from $5,034,000 for the three
months ended June 30, 1999 to $5,875,000 for the three months ended June 30,
2000. Interest on loans increased because the average balance of loans
outstanding increased by $32.6 million and the average yield on loans
outstanding increased 39 basis points.
Interest on investments decreased to 332,000 for the three months ended June 30,
2000 from $362,000 for the three months ended June 30, 1999, a decrease of
$30,000 or 8.3%. The decrease was primarily due to a $9.2 million decrease in
the average balances of investment securities, FHLB stock and interest-bearing
demand deposits in 2000, offset by a 27 basis point increase in the average
yield.
INTEREST EXPENSE
Interest on savings deposits increased by $139,000 or 6.0%, from $2,306,000 for
the three months ended June 30, 1999 to $2,445,000 for the three months ended
June 30, 2000. The increase was caused by an increase of $12.3 million in the
average balance of deposits and a 48 basis point increase in the average cost of
deposits.
The interest on borrowings increased from $594,000 for the three months ended
June 30, 1999 to $1,072,000 for the three months ended June 30, 2000 as a result
of an increase of $26.1 million in average borrowings and a 64 basis point
increase in the average cost of borrowings.
PROVISION FOR LOAN LOSSES
The provision for loan losses was $120,000 for the three months ended June 30,
2000 and 1999. 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.
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The Bank currently has loans outstanding to a developer of residential
properties for $4.1 million. Subsequent to June 30, 2000, the Bank was notified
by the borrower that the amount they owed to lenders and suppliers exceeded the
value of the properties they were developing. They have indicated they may seek
protection under of the bankruptcy laws. Prior to this time, the borrower had
been current with all of their loans with the Bank. The loans were for the
development of 27 residential properties that are under varied stages of
completion. The collateral for the loans includes completed residences, lots and
construction in progress. No adjustment has been made to the provision for loan
losses since the Bank cannot, at this time, reasonably estimate losses resulting
from these loans.
OTHER INCOME
Total other income increased from $274,000 for the three months ended June 30,
1999 to $2,746,000 for the three months ended June 30, 2000, an increase of
$2,472,000. The increase was primarily due to the $2.4 million gain from the
sale of a branch facility to another financial institution. This gain was offset
by a $378,000 loss on the sale of $8.2 million of investment securities. The
Bank's service corporation subsidiary had a $222,000 gain from the sale of
property in a real estate joint venture in which it participates.
OTHER EXPENSES
Total other expenses increased by $66,000 or 3.1%, from $2,140,000 for the three
months ended June 30, 1999 to $2,206,000 for the three months ended June 30,
2000. Salaries and benefits increased by $137,000 or 13.3%, from $1,030,000 for
the three months ended June 30, 1999 to $1,167,000 for the three months ended
June 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 $157,000 or
35.2%, from $446,000 for the three months ended June 30, 1999 to $289,000 for
the three months ended June 30, 2000, because of accelerated depreciation of
computer equipment in 1999 that was replaced in a computer conversion. Data
processing fees decreased from $149,000 for the three months ended June 30, 1999
to $67,000 for the three months ended June 30, 2000, a decrease of $82,000 or
55.0% because of lower fees associated with the conversion to an in-house
computer system. Other operating expense increased from $484,000 for the three
months ended June 30, 1999 to $569,000 for the three months ended June 30, 2000,
an increase of $85,000 or 17.6%, primarily because of higher legal and
professional fees and additional shareholder communication expense related to
the 2000 Annual Meeting of Shareholders.
INCOME TAX EXPENSE
Total income tax expense was $1,208,000 for the three months ended June 30,
2000, compared to $198,000 for the three months ended June 30, 1999. The
increase is attributable to higher taxable income for the three months ended
June 30, 2000. The effective tax rates for the three months ended March 31, 2000
and 1999 were 38.8%.
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
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regulators depending on economic conditions and deposit flows, is based upon a
percentage of the Bank's deposits and short-term borrowings.
At June 30, 2000, the Bank exceeded all of its regulatory capital requirements
with Tier 1 core capital of $29.9 million, or 9.4% of adjusted assets, which is
above the required level of $12.8 million or 4.0%; and risk-based capital of
$31.5 million or 13.7% of risk-weighted assets, which is above the required
level of $18.4 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 June 30, 2000 cash and
interest-bearing deposits totaled $15.5 million.
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
June 30, 2000, the Bank had outstanding advances with the FHLB of $68.9 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 $43.7 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 June 30, 2000 the Bank had commitments to originate loans and unused lines of
credit totaling $13.6 million. Certificate accounts which are scheduled to
mature in one year or less from June 30, 2000 totaled $106.2 million. The Bank
anticipates that it will have sufficient funds to meet its current commitments
and maturing deposits.
YEAR 2000
The Year 2000 compliance issue exists because many computer systems and
applications used two-digit fields to designate a year. There was a concern that
as the century date change occurred, date-sensitive systems might either fail or
not operate properly unless the underlying programs were modified or replaced.
The Bank initiated a program to assure that all computer applications would be
Year 2000 compliant. This program included the monitoring and testing of the
Bank's in-house data processing system and other data processing related vendors
Year 2000 compliance progress. The progress of certain commercial loan
customers' Year 2000 efforts were also monitored.
No Year 2000 problems were encountered by the Bank or any of its commercial loan
customers prior to or after the century date change. The Bank will continue to
monitor for any problems that may arise in the future.
To date, the Company's direct expenses (other than the salary of Company
employees involved in the project) have been less than $20,000 and the Company
does not anticipate any material additional Year 2000 expense.
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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 six months ended June 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.
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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
a. The Company's Annual Meeting of Shareholders was held on
April 24, 2000.
b. See Item 4-c below.
c. At such meeting, the shareholders approved the following
matters:
1. The election of the following individuals as Directors:
Votes For Votes Withheld Term
--------- -------------- ----
L. Carl Borngasser 987,583 21,831 3 years
Arthur W. Mier 988,083 21,331 3 years
Additionally, the following individuals are the other Directors whose
term of office as a Director continued after the meeting:
Ronald C. Wells
C. William Landefeld
Paul J. Hoffman
Jeffrey M. Solberg
Dr. Lowell M. Thompson
James A. Shirk
2. The ratification of Olive LLP as independent
auditors for the Company for the fiscal year ending
December 31, 2000, as reflected by 1,640,426 votes
for, 30,564 votes against and 13,152 abstentions.
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Item 5. Other Information
The Bank currently has loans outstanding to a developer of
residential properties for $4.1 million. Subsequent to June 30,
2000, the Bank was notified by the borrower that the amount they
owed to lenders and suppliers exceeded the value of the
properties they were developing. They have indicated they may
seek protection under of the bankruptcy laws. Prior to this time,
the borrower had been current with all of their loans with the
Bank. The loans were for the development of 27 residential
properties that are under varied stages of completion. The
collateral for the loans includes completed residences, lots and
construction in progress. The Bank cannot, at this time,
reasonably estimate losses resulting from these loans.
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 June 30, 2000:
a. Form 8-K filed June 5, 2000 attaching as an
exhibit a press release dated April 17, 2000
announcing the results of operation for the
first quarter of 2000.
b. Form 8-K filed June 5, 2000 attaching as
an exhibit a press release dated May 12,
2000 announcing the completion of the sale
of the Bank's Eureka branch office.
c. Form 8-K filed June 5, 2000 attaching as
an exhibit a press release dated April 26,
2000 announcing the declaring by the Board
of Directors of the Company of a $0.05 per
share dividend.
d. Form 8-K filed June 5, 2000 attaching as
an exhibit a press release dated May 15,
2000 announcing the results of the voting at
the Company's Annual Meeting.
* 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)
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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: August 11, 2000 /s/ C. William Landefeld
------------------------- --------------------------------------
C. William Landefeld
President
Date: August 11, 2000 /s/ Dallas G. Smiley
------------------------- --------------------------------------
Dallas G. Smiley
Chief Financial Officer
18
