<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 March 31, 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 April 30, 2000.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF
MARCH 31, 2000 AND DECEMBER 31, 1999 1
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE THREE
MONTHS ENDED SEPTEMBER MARCH 31, 2000 AND 1999 2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 2000 AND 1999 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
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 MARCH 31, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and due from banks $ 4,873 $ 9,909
Interest-bearing demand deposits 462 3,267
--------- ---------
Cash and cash equivalents 5,335 13,176
Investment securities - available for sale 15,703 16,103
Mortgage loans held for sale 3,165 3,007
Loans 280,376 265,553
Allowance for loan losses (1,767) (1,679)
--------- ---------
Net loans 278,609 263,874
Land in real estate joint venture 4,108 4,108
Premises and equipment 8,923 9,029
Federal Home Loan Bank of Chicago Stock 3,025 2,854
Foreclosed real estate 88 86
Other assets 4,634 4,348
--------- ---------
Total assets $ 323,590 $ 316,585
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $ 224,517 $ 220,237
Federal Home Loan Bank advances 59,489 57,073
Advances by borrowers for taxes and insurance 1,162 891
Other liabilities 2,645 2,099
--------- ---------
Total liabilities 287,813 280,300
--------- ---------
Minority interest in real estate joint venture 2,034 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 27,514 27,490
Retained earnings 21,587 21,180
Accumulated other comprehensive loss (379) (342)
Less:
Treasury shares, 859,485 and 793,145 (13,625) (12,580)
Unearned incentive plan shares, 35,148
and 40,577 shares (484) (559)
Unearned employee stock ownership plan
shares, 89,800 and 96,600 shares (898) (966)
--------- ---------
Total stockholders' equity 33,743 34,251
--------- ---------
Total liabilities and stockholders' equity $ 323,590 $ 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 THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
(UNAUDITED AND IN THOUSANDS
EXCEPT SHARE DATA)
<S> <C> <C>
Interest income:
Interest on loans $ 5,534 $ 4,757
Interest on investments 352 502
---------- ----------
Total interest income 5,886 5,259
Interest expense:
Interest on savings deposits 2,398 2,275
Interest on borrowings 804 608
---------- ----------
Total interest expense 3,202 2,883
---------- ----------
Net interest income 2,684 2,376
Provision for loan losses 120 120
---------- ----------
Net interest income after provision for
loan losses 2,564 2,256
Other income:
Net gains on loan sales 59 160
Other operating income 360 272
---------- ----------
Total other income 419 432
---------- ----------
Other expense:
Salaries and employee benefits 1,273 1,151
Net occupancy and equipment expenses 316 385
Deposit insurance expense 22 62
Data processing fees 88 152
Other operating expense 453 380
---------- ----------
Total other expense 2,152 2,130
---------- ----------
Income before income tax 831 558
Income tax expense 322 217
---------- ----------
Net income $ 509 $ 341
========== ==========
Basic earnings per share $ 0.27 $ 0.17
Weighted average shares outstanding 1,852,777 2,029,092
Diluted earnings per share $ 0.26 $ 0.16
Weighted average shares outstanding 1,933,228 2,130,917
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
CITIZENS FIRST FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
(Unaudited and in thousands)
----------------------------
<S> <C> <C>
Net Income $ 509 $ 341
Other comprehensive loss, net of tax
Unrealized losses on securities:
Unrealized holding losses arising during
the period (37) (23)
----- -----
Comprehensive income $ 472 $ 318
===== =====
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
3
<PAGE>
CITIZENS FIRST FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
(Unaudited and in thousands)
----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 509 $ 341
Adjustments to reconcile net income to net
cash (used) provided by operating activities:
Provision for loan losses 120 120
ESOP compensation expense 100 119
Incentive plan compensation expense 67 96
Investment securities amortization, net 8 18
Net gains on sale of mortgage loans (59) (160)
Depreciation 194 257
Mortgage loans originated for sale (1,494) (8,333)
Proceeds from sale of mortgage loans 1,395 10,555
Change in:
Other liabilities 569 (886)
Prepaid expenses and other assets (286) (3,497)
-------- --------
Net cash (used) provided by operating activities 1,123 (1,370)
-------- --------
INVESTING ACTIVITIES
Proceeds from maturities and principal paydowns
on securities available for sale 330 2,642
Purchase of Federal Home Loan Bank stock (171) (446)
Other net changes in loans (14,855) (9,856)
Proceeds from sale of foreclosed property 0 18
Purchase of premises and equipment (88) (687)
-------- --------
Net cash used by investing activities (14,784) (8,329)
-------- --------
FINANCING ACTIVITIES
Net change in deposits 4,280 8,370
Proceeds from FHLB advances 24,500 9,000
Repayment of FHLB advances (22,084) (85)
Purchase of treasury stock shares (1,045) (721)
Cash dividend paid on common stock (102) 0
Net changes in advances by borrowers for
taxes and insurance 271 314
-------- --------
Net cash provided by financing activities 5,820 16,878
Net change in cash and cash equivalents (7,841) 7,179
Cash and cash equivalents, beginning of period 13,176 18,338
-------- --------
Cash and cash equivalents, end of period $ 5,335 $ 25,517
======== ========
Additional cash flows information:
Interest paid $ 3,159 $ 2,814
Income tax paid 0 255
Loans transferred to foreclosed property 0 60
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<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 Option 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 March 31, 2000 and
December 31, 1999, the results of operations, comprehensive income, and the cash
flows for the three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 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.
5
<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 MARCH 31, 2000 and DECEMBER 31, 1999
Total assets increased from $316.6 million at December 31, 1999 to $323.6
million at March 31, 2000. The $7.0 million or 2.2% increase was due to the
increase in loans which was funded by decreased interest-bearing deposits and
increased deposits and 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
$5.3 million at March 31, 2000 a decrease of $7.9 million or 59.8%. This
decrease was due to these funds being used for the origination of loans.
Investment securities decreased from $16.1 million at December 31, 1999 to $15.7
million at March 31, 2000, a decrease of $400,000 or 2.5%. The decrease was due
to maturities and repayments during the first quarter of 2000, which were
reinvested in loans.
Loans, net of allowance for loan losses and including loans held for sale,
increased from $266.9 million at December 31, 1999 to $281.8 million at March
31, 2000, an increase of $14.9 million or 5.6%. The increase was funded by
decreased cash and cash equivalents and increased deposits and 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 losses increased from $1,679,000 at December 31, 1999 to
$1,767,000 at March 31, 2000, an increase of $88,000 or 5.2%. The ratio of the
Company's allowance for loan losses to total loans was 0.62% at March 31, 2000
and 0.63% at December 31, 1999. The ratios of the Company's allowance for loan
losses to total nonperforming loans were 331.5% and 295.1% at March 31, 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
6
<PAGE>
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 $555,000 and $819,000 at March 31, 2000 and December 31, 1999,
respectively.
Other assets increased from $4.3 million at December 31, 1999 to $4.6 million at
March 31, 2000, an increase of $286,000 or 6.6%. The increase was due primarily
to a $114,000 increase in accrued interest receivable and an $81,000 increase in
mortgage servicing rights.
Deposits increased from $220.2 million at December 31, 1999 to $224.5 million at
March 31, 2000, an increase of $4.3 million or 2.0%.
Borrowings from the FHLB increased from $57.1 million at December 31, 1999 to
$59.5 million at March 31, 2000, an increase of $2.4 million or 4.2%. Proceeds
from the borrowings were used to fund the origination of loans.
Other liabilities increased from $2.1 million at December 31, 1999 to $2.6
million at March 31, 2000 an increase of $546,000 or 26.0%, due primarily to
income taxes payable of $249,000 at March 31, 2000, compared to income taxes
receivable of $94,000 at December 31, 1999, which was included in other assets,
and a $315,000 increase in accrued principal and interest payments payable to
owners of serviced loans.
Total stockholders' equity capital decreased by $508,000 or 1.5%, from $34.3
million at December 31, 1999 to $33.7 at March 31, 2000. The decrease was caused
by the repurchase of 66,340 shares of the Company's stock totaling $1.0 million
and the payment of a $102,000 dividend to shareholders, offset by earnings of
the Company of $509,000during the three months ended March 31, 2000 and the
allocation of shares in the Company's stock-based compensation plans totaling
$167,000.
7
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 and
MARCH 31, 1999
GENERAL
Net income for the three months ended March 31, 2000 increased by $168,000 from
$341,000 for the three months ended March 31, 1999 to $509,000 for the three
months ended March 31, 2000. The increase was due primarily to increased net
interest income.
INTEREST INCOME
Interest on loans increased by $777,000 or 16.3%, from $4,757,000 for the three
months ended March 31, 1999 to $5,534,000 for the three months ended March 31,
2000. Interest on loans increased because the average balance of loans
outstanding increased $34.1 million and the average yield on loans outstanding
increased 19 basis points.
Interest on investments decreased from $502,000 for the three months ended March
31, 1999 to $352,000 for the three months ended March 31, 2000, a decrease of
$150,000 or 29.9%. The decrease was due to a $15.4 million decrease in the
average balances of interest-bearing demand deposits in 2000, offset by 1.06%
increase in the average yield on investments and interest-bearing deposits.
INTEREST EXPENSE
Interest on savings deposits increased by $123,000 or 5.4%, from $2,275,000 for
the three months ended March 31, 1999 to $2,398,000 for the three months ended
March 31, 2000. The increase was caused by a $9.2 million increase in the
average balance of deposits and an 11 basis point increase in average cost of
deposits.
The interest on borrowings increased by $196,000 or 32.2%, from $608,000 for the
three months ended March 31, 1999 to $804,000 for the three months ended March
31, 2000 as a result of a $13.3 million increase in average borrowings from the
FHLB and a 18 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 March 31,
2000 and March 31, 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.
8
<PAGE>
OTHER INCOME
Total other income decreased by $13,000 or 3.0%, from $432,000 for the three
months ended March 31, 1999 to $419,000 for the three months ended March 31,
2000. Net gains on loan sales decreased by $101,000 or 63.1%, from $160,000 for
the three months ended March 31, 1999 to $59,000 for the three months ended
March 31, 2000, primarily because of a decrease in loan sales in the three
months ended March 31, 2000. Deposit account, branch and ATM service fees
increased by $66,000, for the three months ended March 31, 2000 when compared to
the three months ended March 31, 1999.
OTHER EXPENSES
Total other expenses increased by $22,000 or 1.0%, from $2,130,000 for the three
months ended March 31, 1999 to $2,152,000 for the three months ended March 31,
2000. Salaries and benefits increased by $122,000 or 10.6%, from $1,151,000 for
the three months ended March 31, 1999 to $1,273,000 for the three months ended
March 31, 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 $69,000 or 17.9%,
from $385,000 for the three months ended March 31, 1999 to $316,000 for the
three months ended March 31, 2000, because of accelerated depreciation of
computer equipment in 1999 that was replaced in a computer conversion. Data
processing fees decreased from $152,000 for the three months ended March 31,
1999 to $88,000 for the three months ended March 31, 2000, a decrease of $64,000
or 42.1% because of lower fees associated with the conversion to an in-house
computer system. Other operating expense increased from $380,000 for the three
months ended March 31, 1999 to $453,000 for the three months ended March 31,
2000, an increase of $73,000 or 19.2%, primarily because of higher legal and
professional fees associated with the 2000 Annual Meeting of Shareholders.
INCOME TAX EXPENSE
Total income tax expense was $322,000 for the three months ended March 31, 2000,
compared to $217,000 for the three months ended March 31, 1999. The increase is
attributable to higher taxable income for the three months ended March 31, 2000.
The effective tax rates for the three months ended March 31, 2000 and 1999 were
38.7% and 38.9%, respectively.
9
<PAGE>
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 March 31, 2000, the Bank exceeded all of its regulatory capital requirements
with Tier 1 core capital of $28.6 million, or 9.2% of adjusted assets, which is
above the required level of $12.5 million or 4.0%; and risk-based capital of
$30.0 million or 12.6% of risk-weighted assets, which is above the required
level of $19.0 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 March 31, 2000 cash and
interest-bearing deposits totaled $5.0 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
March 31, 2000, the Bank had outstanding advances with the FHLB of $59.5
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 $52.4 million. Depending upon market conditions and the pricing of
deposit products and FHLB borrowings, the Bank may utilize FHLB advances to fund
loan originations.
At March 31, 2000 the Bank had commitments to originate loans and unused lines
of credit totaling $16.0 million. Certificate accounts which are scheduled to
mature in one year or less from March 31, 2000 totaled $109.9 million. The Bank
will need to fund $23.3 million for the assumption of deposits of a branch
facility by another financial institution in April 2000. The Bank anticipates
that it will have sufficient funds to meet its current commitments and maturing
deposits.
10
<PAGE>
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.
SUBSEQUENT EVENT
In January 2000, the Company entered into a purchase and assumption agreement
for the sale of certain fixed assets and assumption of deposit liabilities of a
branch located in Eureka, Illinois. The branch had total deposits at March 31,
2000 of approximately $26,426,000. The sale and assumption agreement was
completed on April 28, 2000 and resulted in a pre-tax gain on sale of deposits
of $2,445,000.
CURRENT ACCOUNTING ISSUES
During 1998, the Financial Accounting Standards Board ("FASB") 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 the Statement will have no material
impact on the Company's financial condition or result of operations.
11
<PAGE>
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 three months ended March 31, 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.
12
<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
Not applicable
Item 5. Other Information
Not applicable
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
On March 9, 2000, the Company filed a report on Form
8-K, announcing the sale of a branch facility to
Morton Community Bank.
On March 9, 2000, the Company filed a report on Form
8-K, announcing the date of the annual meeting of
shareholders.
On March 9, 2000, the Company filed a report on Form
8-K, announcing the 1999 results of operation and a
dividend declaration.
On March 9, 2000, the Company filed a report on Form
8-K, announcing a change of time for the annual
meeting.
* Submitted only in electronic format.
EXHIBIT INDEX
11.0 Statement re: Computation of Per Share Earnings 16
27.0 Financial Data Schedule (submitted only in electronic format)
13
<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: May 12, 2000 /s/ C. William Landefeld
------------ -----------------------------
C. William Landefeld
President
Date: May 12, 2000 /s/ Dallas G. Smiley
------------ -----------------------------
Dallas G. Smiley
Chief Financial Officer
14
<PAGE>
EXHIBIT 11.0 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
Earnings per share were computed as follows (dollar amounts in
thousands except share data):
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE PER SHARE
INCOME SHARES AMOUNT
------ ------ ------
<S> <C> <C> <C>
FOR THE THREE MONTH ENDED MARCH 31, 2000:
BASIC EARNINGS PER SHARE:
Income available to common stockholders $ 509 1,852,777 $0.27
EFFECT OF DILUTIVE SECURITIES:
Stock options 45,862
Unearned incentive plan shares 34,588
---------
DILUTED EARNINGS PER SHARE:
Income available to common stockholders and
assumed conversions $ 509 1,933,228 $0.26
========= ========= =====
FOR THE THREE MONTHS ENDED MARCH 31, 1999:
BASIC EARNINGS PER SHARE:
Income available to common stockholders $ 341 2,029,092 $0.17
EFFECT OF DILUTIVE SECURITIES:
Stock options 47,276
Unearned incentive plan shares 54,549
---------
DILUTED EARNINGS PER SHARE:
Income available to common stockholders and
assumed conversions $ 341 2,130,917 $0.16
========= ========= =====
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,873
<INT-BEARING-DEPOSITS> 462
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 15,703
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 283,541
<ALLOWANCE> 1,767
<TOTAL-ASSETS> 323,590
<DEPOSITS> 224,517
<SHORT-TERM> 29,500
<LIABILITIES-OTHER> 3,807
<LONG-TERM> 29,989
0
0
<COMMON> 28
<OTHER-SE> 33,715
<TOTAL-LIABILITIES-AND-EQUITY> 323,590
<INTEREST-LOAN> 5,534
<INTEREST-INVEST> 257
<INTEREST-OTHER> 95
<INTEREST-TOTAL> 886
<INTEREST-DEPOSIT> 2,398
<INTEREST-EXPENSE> 3,202
<INTEREST-INCOME-NET> 2,684
<LOAN-LOSSES> 120
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,152
<INCOME-PRETAX> 831
<INCOME-PRE-EXTRAORDINARY> 831
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 509
<EPS-BASIC> .27
<EPS-DILUTED> .26
<YIELD-ACTUAL> .036
<LOANS-NON> 423
<LOANS-PAST> 123
<LOANS-TROUBLED> 311
<LOANS-PROBLEM> 990
<ALLOWANCE-OPEN> 1,679
<CHARGE-OFFS> 32
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,767
<ALLOWANCE-DOMESTIC> 1,767
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,472
</TABLE>
