U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 1999
___ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to _________
Commission File Number 333-67435
CITIZENS FIRST CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)
Kentucky 61-0912615
(State or Other Jurisdiction of (I.R.S. Employer
Incorporaton or Organization) Identification No.)
1805 Campbell Lane, Bowling Green, Kentucky 42104
(Address of Principal Executive Offices)
Issuer's Telephone Number, Including Area Code: (270) 393-0700
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ____ No X
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at November 10, 1999
Common Stock, no par value 643,053
Transitional Small Disclosure Format: Yes ___ No X
<PAGE>
CITIZENS FIRST CORPORATION
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited) 3-8
ITEM 2. Management's Discussion and Analysis or
Plan of Operation 9-12
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 13
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
Assets
<S> <C> <C>
Cash and due from banks ...................................... $ 1,028,255 $ 16,817
Interest-bearing deposits with banks ......................... 8,766 --
Federal funds sold ........................................... 2,900,000 --
Securities available for sale (amortized cost of $4,565,485 as
of September 30, 1999;$230,585 as of December 31, 1998) 4,956,621 1,490,332
Loans, net of unearned income ................................ 19,846,267 --
Less allowance for loan losses ............................... 242,500 --
----------- -----------
Net loans .................................................... 19,603,767 --
Premises and equipment, net .................................. 1,660,846 1,088,235
Accrued interest receivable .................................. 187,375 --
Other assets ................................................. 156,553 94,022
----------- -----------
Total assets ................................................. $ 30,502,183 $ 2,689,406
============ ===========
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing ......................................... $ 1,726,043 $--
Interest bearing ............................................. 20,131,670 --
------------ -----------
Total deposits ............................................... 21,857,713 --
Other short-term borrowings .................................. 1,114,532 995,000
Accrued interest payable ..................................... 75,639 13,545
Other liabilities ............................................ 272,972 955,819
------------ ----------
Total liabilities ............................................ 23,320,856 1,964,364
Shareholders' equity:
Preferred stock, no par value. Authorized 500 shares ......... -- --
Common stock, no par value. Authorized 1,000,000 shares;
issued and outstanding
643,053 and 106,386, respectively ............................ 7,357,477 20,542
Accumulated deficit .......................................... (434,300) (126,933)
Accumulated other comprehensive income ....................... 258,150 831,433
----------- -----------
Total shareholders' equity ................................... 7,181,327 725,042
---------- -----------
Total liabilities
and shareholders' equity ..................................... $ 30,502,183 $ 2,689,406
=========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Consolidated Statements of Income
(Unaudited)
1998
For the three months ended September 30 1999 Restated
----- --------
Interest income
Loans, including fees ......................... $ 367,712 $--
Federal funds sold ............................ 35,355 --
Securities available for sale ................. 57,178 2,595
Interest-bearing deposits with banks .......... 529 --
------- ---------
Total interest income ......................... 460,774 2,595
Interest expense
Deposits ...................................... 173,344 --
Other short-term borrowings ................... 7,165 --
------- ---------
Total interest expense ........................ 180,509 --
------- ---------
Net interest income ........................... 280,265 2,595
Provision for loan losses ..................... 120,000 --
Net interest income after
provision for loan losses ..................... 160,265 2,595
Non-interest income
Service charges on deposit accounts ........... 17,794 --
Gains on sales of securities available for sale -- --
Other ......................................... 16,929 --
------- ---------
Total non-interest income ..................... 34,723 --
Non-interest expenses
Compensation and benefits ..................... 305,214 37,796
Net occupancy expense ......................... 40,495 830
Furniture and equipment expense ............... 53,168 --
Professional fees ............................. 38,567 114,910
Postage, printing & supplies .................. 15,608 1,017
License fees .................................. -- 7,500
Franchise taxes ............................... 25,132 --
Processing fees ............................... 25,304 --
Advertising ................................... 9,760 --
Other ......................................... 37,704 438
--------- ---------
Total non-interest expenses ................... 550,952 162,491
--------- ---------
Income (loss) before income taxes ............. (355,964) (159,896)
Income tax expense ............................ -- --
--------- ---------
Net income (loss) ............................. $(355,964) $(159,896)
========= ==========
Basic earnings (loss) per share ............... $ (0.55) $ (1.50)
Diluted earnings (loss) per share ............. $ (0.55) $ (1.50)
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Income
(Unaudited)
1998
For the nine months ended September 30 1999 Restated
----- --------
Interest income
Loans, including fees ......................... $ 545,787 $--
Federal funds sold ............................ 101,002 --
Securities available for sale ................. 111,291 10,413
Interest-bearing deposits with banks .......... 6,601 --
------- ---------
Total interest income ......................... 764,681 10,413
Interest expense
Deposits ...................................... 253,194 --
Other short-term borrowings ................... 19,383 --
------- ---------
Total interest expense ........................ 272,577 --
------- ---------
Net interest income ........................... 492,104 10,413
Provision for loan losses ..................... 242,500 --
Net interest income after
provision for loan losses ..................... 249,604 10,413
Non-interest income
Service charges on deposit accounts ........... 26,366 --
Gains on sales of securities available for sale 889,245 --
Other ......................................... 53,053 --
------- ---------
Total non-interest income ..................... 968,664 --
Non-interest expenses
Compensation and benefits ..................... 838,400 37,796
Net occupancy expense ......................... 109,710 830
Furniture and equipment expense ............... 136,655 --
Professional fees ............................. 86,863 115,330
Postage, printing & supplies .................. 62,195 1,017
Licensing fees ................................ -- 7,500
Franchise taxes ............................... 59,507 --
Processing fees ............................... 58,395 --
Advertising ................................... 64,054 --
Other ......................................... 109,857 517
--------- ---------
Total non-interest expenses ................... 1,525,636 162,990
--------- ---------
Income (loss) before income taxes ............. (307,368) (152,577)
Income tax expense ............................ -- --
--------- ---------
Net income(loss) .............................. $ (307,368) $(152,577)
=========== =========
Basic earnings (loss) per share ............... $ (0.56) $ (1.43)
Diluted earnings (loss) per share ............. $ (0.56) $ (1.43)
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
1998
For the nine months ended September 30 1999 Restated
----- --------
Balance January 1 ............................ $ 725,042 $ 887,586
Net income (loss) .......................... (307,368) (152,577)
Other comprehensive income (loss) net of tax (573,282) 138,079
Issuance of common stock 7,336,935 --
--------- ---------
Balance at end of period ..................... $ 7,181,327 $ 873,088
========= =========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
1998
For the nine months ended September 30 1999 Restated
---- --------
Net income (loss) .................................... $(307,368) $(152,577)
-------- ---------
Other comprehensive income (loss), net of tax:
Unrealized holding gains on available for sale
securities arising during the period ...... 13,619 138,079
Reclassification adjustments for gains
on securities included in net income ....... (586,901) -
-------- ---------
Total other comprehensive income (loss), net of tax (573,282) 138,079
-------- ---------
Comprehensive income (loss) ....................... $(880,650) $ (14,498)
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended September 30
<CAPTION>
1998
1999 Restated
---- --------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) ....................................... $ (307,368) $(152,577)
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for loan losses ............................... 242,500 --
Gain on sale of securities available for sale ........... (889,245) --
Depreciation and amortization ........................... 158,521 --
Increase in accrued interest receivable ................. (187,375) --
Increase in other assets ................................ (93,188) (14,200)
Increase in accrued interest payable .................... 62,094 --
Increase(decrease)in other liabilities .................. (387,518) 133,550
---------- ---------
Net cash used in operating activities ................... (1,401,579) (33,227)
---------- ---------
Cash flows from investing activities:
Net increase in interest-bearing deposits with banks .... (8,766) --
Net increase in federal funds sold ...................... (2,900,000) --
Proceeds from sale of securities available for sale ..... 971,596 --
Proceeds from maturities of securities available for sale 969,463 --
Purchases of securities available for sale .............. (5,389,819) (38,277)
Net increase in loans ................................... (19,846,267) --
Purchases of premises and equipment ..................... (697,370) (6,032)
----------- ---------
Net cash used in investing activities ................... (26,901,163) (44,309)
----------- ---------
Cash flows from financing activities:
Net increase in deposits ................................ 21,857,713 --
Increase in short-term borrowings ....................... 119,532 --
Proceeds from issuance of common stock .................. 7,336,935 --
---------- ---------
Net cash provided by financing activities ............... 29,314,180 --
---------- ---------
Net increase (decrease ) in cash and cash equivalents ... 1,011,438 (77,536)
Cash and cash equivalents at beginning of year .......... 16,817 108,484
--------- ---------
Cash and cash equivalents at end of period .............. $ 1,028,255 $ 30,948
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
The accounting and reporting policies of Citizens First
Corporation (the "Company") and its wholly-owned subsidiary Citizens
First Bank, Inc. (the "Bank") conform to generally accepted accounting
principles and general practices within the banking industry. The
consolidated financial statements include the accounts of the Company
and the Bank. All significant intercompany transactions and accounts
have been eliminated in consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates used in
the preparation of the financial statements are based on various
factors including the current interest rate environment and the general
strength of the local economy. Changes in the overall interest rate
environment can significantly affect the Company's net interest income
and the value of its recorded assets and liabilities. Actual results
could differ from those estimates used in the preparation of the
financial statements.
The financial information presented has been prepared from the
books and records of the Company and are not audited. The accompanying
consolidated financial statements have been prepared in accordance with
the instructions to Form 10-QSB and do not include all of the
information and the footnotes required by generally accepted accounting
principles for complete statements.
In the opinion of management, all adjustments considered necessary
for a fair presentation have been reflected in the accompanying
unaudited financial statements. Results of interim periods are not
necessarily indicative of results to be expected for the full year.
(2) Stock Split
On February 5, 1999 the Company's Board of Directors declared a
stock split of 1.043 to 1. All of the per share calculations and
amounts of outstanding shares included herein for all periods presented
have been restated to give retroactive effect to the stock split.
(3) Reclassification of Initial Public Offering Proceeds
On February 17, 1999 the Company completed an initial public
offering for the sale of 536,667 shares of its no par value common
stock. The proceeds from this offering as well as the proceeds from the
sale of common stock outstanding prior to the public offering have been
reflected as a component of common stock on the balance sheet. These
amounts were previously reported as a component of additional paid-in
capital. The reclassification has no impact on equity, net income or
total assets as of or for the quarter ended September 30, 1999.
(4) Restatement of September 30, 1998 Financial Statements
The Company included unaudited financial statements as of and for
the period ended September 30, 1998 in its Initial Public Offering
Prospectus dated February 11, 1999. These financial statements included
expenses of $12,000 that were reclassified as costs of capital after
the initial public offering of the Company's stock was successfully
completed. The financial statements as of and for the period ended
September 30, 1998, have been retroactively restated for the change,
which resulted in a decrease of the net loss for that period of $12,000
from the originally reported loss of $164,577 to a restated amount of
$152,577.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
Citizens First Corporation ("the Company") was incorporated
under the laws of the Commonwealth of Kentucky on December 24, 1975 for
the purpose of conducting business as an investment club, and is
headquartered in Bowling Green, Kentucky. In late 1998 and early 1999,
the Company filed the appropriate regulatory applications and received
regulatory approval to become a bank holding company under the Bank
Holding Company Act of 1956, as amended, through its organization and
ownership of its wholly-owned subsidiary, Citizens First Bank, Inc.
(the "Bank"). On February 17, 1999 the Company completed an initial
public offering for the sale of 536,667 shares of its no par value
common stock. The proceeds of the sale of the stock were used to pay
start up expenses, liquidate short-term borrowings, and capitalize the
Bank. The Bank opened for business on February 18, 1999. Because the
Company historically operated as an investment company, there are no
comparable revenues from operations in prior fiscal years.
The Company, through the Bank, is now involved in the banking
business. This process includes attracting deposits and converting the
deposits into loans and investments. The Company's cash requirements
are expected to be met by the anticipated growth of customers'
deposits, and through the sale of investment securities. Other than
these two sources, the Company does not anticipate the need to raise
additional funds in the next twelve months. Property and equipment
needed for the operation of the Bank had been purchased by March 31,
1999, and no additional significant purchases or sales of property and
equipment are planned in the near future. The Company and Bank were
fully staffed by March 31,1999, and no significant changes in the
number of employees are planned for the remainder of 1999.
The Company follows a corporate strategy which focuses on
providing the Bank's customers with high quality, personal banking
services. The Bank offers a range of products designed to meet the
needs of its customers that include individuals, small businesses,
partnerships and corporations.
Results of Operations
The Company reported a net loss of $(355,964) or $(0.55) per
common share, on a diluted basis, for the third quarter of 1999, as
compared to a net loss of $(159,896), or $(1.50) per common share on a
diluted basis for the third quarter 1998.
Net loss for the nine months ended September 30,1999, was
$(307,368), or $(0.56) per diluted common share, down from $(152,577),
or $(1.43) per diluted common share for the same period last year. The
net loss for the nine months ended September 30, 1999, includes
$889,245 from the gain on the sale of investment securities. Excluding
this gain, the net loss from operations for the nine months ended
September 30, 1999, would have been $(1,196,613) or $(2.18) per diluted
common share. Return on equity was (4.70%) for the first nine months of
the year and return on assets was (1.82%). Excluding the gain on the
sale of investment securities, return on equity would have been
(18.28%) and return on assets would have been (7.07%).
Net Interest Income
Net interest income was $280,265 in the third quarter of 1999,
an increase of $103,082 over the second quarter of 1999 and $277,670
over the same period last year. Interest income of $460,774 includes
$367,712 in income on loans and $93,062 in income on investment
securities, federal funds sold, and interest-bearing deposits with
banks. Interest expense of $180,509 consists primarily of interest on
deposits.
Net interest income was $492,104 for the nine months ended
September 30,1999, an increase of $481,691 over the same period last
year. The net interest margin was 4.78% during the first nine months of
1999. Interest income of $764,681 includes $545,787 in income on loans
and $218,894 in income on investment securities, federal funds sold and
interest-bearing deposits with banks. Interest expense of $272,577
includes interest on deposits of $253,194 and $7,490 of interest paid
on repurchase agreements, as well as $11,893 of interest paid on
short-term borrowings that were needed to finance the Bank's
pre-opening expenses and purchases of property and equipment. These
borrowings were repaid at the time the Bank was capitalized.
Non-interest Income
Non-interest income was $34,723 and $968,664 in the third
quarter and first nine months of 1999, respectively. The first nine
months of 1999 included a gain on the sale of investment securities of
$889,245. There was no non-interest income earned during 1998. At
December 31, 1998, the investment securities owned by the Company
included concentrations in the stocks of certain publicly traded
companies, which concentration (and the Company's related exposure) has
been reduced through the partial sale of these securities.
Non-interest expense
Non-interest expense was $550,952 and $1,525,636 in the third
quarter and first nine months of 1999, respectively. Compensation and
benefits totaled $305,214 and $838,400 in the third quarter and first
nine months of 1999, respectively.
Income Taxes
Income tax expense has been calculated based on the Company's
expected annual rate for 1999. Deferred tax liabilities and assets are
recognized for the tax effects of differences between the financial
statement and tax bases of assets and liabilities. A valuation
allowance is established to reduce deferred tax assets if it is more
likely than not that a deferred tax asset will not be realized.
Balance Sheet Review
Overview
Total assets at September 30, 1999, were $30,502,183, up from
$2,689,406 at December 31, 1998. Earning assets totaled $27,711,654, up
from $1,490,332 at December 31, 1998. The increase in assets is
primarily due to the Company's transition from an investment club to a
bank holding company and the subsequent purchase of investment
securities and origination of loans.
Loans
The loan portfolio totaled $19,846,267 at September 30, 1999.
The funding for this loan growth came from the proceeds of the capital
raised by the initial public offering, and from customers' deposits. At
September 30, 1999 real estate loans were $9,995,215; commercial loans
were $6,813,382; and consumer loans were $3,037,670.
Allowance for Loan Losses
The provision for loan losses was $242,500 for the nine months
ended September 30,1999. No loans have been charged off since the Bank
began operation on February 18, 1999. Impaired loans at September 30,
1999 include $14,635 of loans that have been placed on non-accrual
status. The provision for losses on loans is established to provide for
losses and reflects management's evaluation of the risk in the loan
portfolio.
Securities
Total securities owned by the Company were $4,956,621 at
September 30, 1999, up from $1,490,332 at December 31, 1998. All
securities are classified as available for sale. The Bank owns treasury
and government agency securities valued at $3,837,916 and the Company
owns $648,733 of corporate equity securities which it purchased at the
time it was an investment club, as well as $469,972 of corporate notes.
The corporate equity securities will be liquidated as needed to provide
additional capital to be contributed to the Bank, and to cover the
Company's cash needs in lieu of receiving dividends from the Bank.
Deposits and Funding Sources
Total deposits at September 30, 1999 were $21,857,713.
Interest bearing deposits were $20,131,670, or 92% of total deposits.
Short-term borrowings were $1,114,532 at September 30, 1999, as
compared to $995,000 at December 31,1998. The current balance is
comprised of securities sold under an agreement to repurchase, and the
December 31, 1998 balance represents short-term borrowings that were
used to pay pre-opening expenses incurred prior to the Company's
initial public offering.
Capital Resources and Liquidity
The Bank was capitalized through a capital contribution from
the Company of $7,600,000.The Board of Governors of the Federal Reserve
System has adopted risk based capital and leverage ratio requirements
for bank holding companies. The table below sets forth the Company's
capital ratios as of September 30, 1999; the regulatory minimum capital
ratios; and the regulatory minimum capital ratios for well-capitalized
bank holding companies:
September 30,
1999
Tier 1 risk based ........... 22.89%
Regulatory minimum ..... 4.00%
Well-capitalized minimum 6.00%
Total risk based ............ 24.12%
Regulatory minimum ..... 8.00%
Well-capitalized minimum 10.00%
Leverage .................... 23.30%
Regulatory minimum ..... 3.00%
Well-capitalized minimum 5.00%
Liquidity is the measure of the Bank's ability to fund
customers' needs for borrowings and deposit withdrawals. In early 1999,
the Company's principal sources of funds were the proceeds from the
initial public offering. The principal sources going forward will be
the deposits, repayment of loans, and funds from Bank operations.
During the first nine months of 1998, the Company was not active in the
banking business, and the only source of funds were the dividends
received on investment securities.
Year 2000 and the Company's State of Readiness
The Company may be exposed to potential future losses,
including those which may result from litigation, due to the business
interruption or errors which could result if any of its computer
systems are not capable of recognizing dates beginning in January 2000,
or misreading the dates as January 1900. The Company has been proactive
in addressing the consequences which the change to the new millennium
could have on computers and other operations. Because the majority of
its systems and operations were not in place until late 1998 and early
1999, the Company was able to evaluate the Year 2000 status of all of
its systems prior to their actual purchase. The Company has completed
the testing phase of its Year 2000 program, and has determined that it
is fully Year 2000 compliant for all mission critical applications.
Because the successful efforts of third parties cannot be assumed, the
Company has developed and tested a contingency plan for handling
problems that could occur as the result of a Year 2000 problem. The
Bank also has Year 2000 business risk from its customers, and includes
Year 2000 compliance in its credit decision process.
Forward-Looking Statements
This report contains certain forward-looking statements either
expressed or implied, which are provided to assist the reader in making
judgements about the Company's possible future financial performance.
Such statements are subject to certain risks and uncertainties
including, without limitation, changes in economic conditions in the
Company's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company's
market area, the adequacy of the Company's allowance for losses on
loans, competition and unexpected contingencies relating to Year 2000
compliance that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. These
factors could affect the Company's financial performance and could
cause the Company's actual results for future periods to differ
materially from any opinions or statements expressed herein with
respect to future periods.
<PAGE>
Part II- Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the Exhibit Index of this Form 10-QSB are
filed as a part of this report.
(b) Reports on Form 8-K
Date of Current Report Subject
September 2, 1999 Dismissal of independent accountant
September 2, 1999 (Amendment) Dismissal of independent accountant
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CITIZENS FIRST CORPORATION
Date: November 10, 1999 /s/ Mary D. Cohron
------------------
Mary D.Cohron
President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 10, 1999 /s/ Gregg A. Hall
-----------------
Gregg A. Hall
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
Exhibits
3.1 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd. (now Citizens First Corporation)
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form SB-2 [No. 333-67435]).
3.2 Amended and Restated Bylaws of Citizens First Corporation (incorporated
by reference to Exhibit 3.2 of the Company's Registration Statement on
Form SB-2 [No. 333-67435]).
3.3 Articles of Amendment to Articles of Restatement and Amendment to
Articles of Incorporation of Citizens First Corporation (incorporated by
reference to Exhibit 3.3 of the Company's Registration Statement on Form
SB-2 [No. 333-67435]).
4 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd.(now Citizens First Corporation)
(incorporated by reference to Exhibit 4 of the Company's Registration
Statement on Form SB-2 [No. 333-67435]).
10.1 Employment Agreement between Citizens First Corporation and Mary D.
Cohron (incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.2 First Amendment to Employment Agreement between Citizens First
Corporation and Mary D.Cohron (incorporated by reference to Exhibit 10.2
of the Company's Registration Statement on Form SB-2 [No. 333-67435]).
10.3 Employment Agreement between Citizens First Corporation and John T.
Perkins (incorporated by reference to Exhibit 10.3 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.4 Employment Agreement between Citizens First Corporation and Gregg A.
Hall (incorporated by reference to Exhibit 10.4 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.5 Bank Contract for Electronic Data Processing Services and Customerfile
System between Fiserv Bowling Green and Citizens First Bank
(incorporated by reference to Exhibit 10.5 of the Company's Registration
Statement on Form SB-2 [No. 333-67435]).
10.6 Promissory Note secured by Real Estate Mortgage and Security Agreement
and Stock Pledge (issued by Citizens First Corporation for benefit of
First Security Bank of Lexington)(incorporated by reference to Exhibit
10.6 of the Company's Registration Statement on Form SB-2 [No.
333-67435]).
10.7 Deed of Conveyance from David A. and Karla N. Dozer to Citizens First
Corporation (incorporated by reference to Exhibit 10.7 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.8 Security Agreement and Stock Pledge between Citizens First Corporation
and First Security Bank of Lexington (incorporated by reference to
Exhibit 10.8 of the Company's Registration Statement on Form SB-2 [No.
333-67435]).
10.9 Mortgage from Citizens First Corporation to First Security Bank of
Lexington (incorporated by reference to Exhibit 10.9 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.10 Commercial Line of Credit Agreement and Note between Citizens First
Corporation and First Security Bank of Lexington (incorporated by
reference to Exhibit 10.10 of the Company's Registration Statement on
Form SB-2 [No. 333-67435]).
10.11 Assignment of Securities Account by Citizens First Corporation
(incorporated by reference to Exhibit 10.11 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.12 Employment Agreement between Citizens First Corporation and Barry D.
Bray (incorporated by reference to Exhibit 10.12 of the Company's
Registration Statement on Form SB-2 [No. 333-67435]).
10.13 Consulting Agreement between Citizens First Corporation and The
Carpenter Group (incorporated by reference to Exhibit 10.13 of the
Company's Registration Statement on Form SB-2 [No. 333-67435]).
10.14 Lease Agreement between Citizens First Corporation and Midtown Plaza,
Inc. (incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form SB-2 [No. 333-67435]).
10.15 First Amendment to Employment Agreement between Citizens First
Corporation and Barry D. Bray
11 Statement re: Computation of per share earnings
27 Financial Data Schedule for the quarter ended September 30, 1999
(for SEC use only)
Exhibit 10.15
First Amendment to Employment Agreement between Citizens First
Corporation and Barry D. Bray
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO THE EMPLOYMENT AGREEMENT, made and entered into as of
this 10th day of May, 1999, by and between CITIZENS FIRST CORPORATION, a
Kentucky corporation ("Employer"), and Barry Bray, and individual ("Bray").
Employer and Bray agree to amend paragraph 5 (five) of the employment
agreement entered into as of the18th day of December 1998 by and between the
employer and Bray to adjust Bray's annualized salary rate from $63,750 to
$85,000 payable in equal bi-weekly installments effective May 1, 1999.
Additionally, the Employer's President and Chief Executive Officer shall review
Bray's salary on an annual basis rather than on a quarterly basis. Bray's salary
for any calendar year after 1999 shall be at the annualized rated established by
Employer at the commencement of each such year.
BY: _________________________
Mary Cohron, President & CEO
-------------------------
Barry Bray
Exhibit 11.
Statement Regarding Computation of Per Share Earnings
<TABLE>
For the periods ended September 30
<CAPTION>
3rd Qtr. Nine months
1999 1998 1999 1998
Diluted earnings per common share:
<S> <C> <C> <C> <C>
Average common shares outstanding 643,053 106,386 548,694 106,386
Net income (loss) $ (355,964) $(159,896) $(307,368) $(152,577)
Diluted earnings (loss) per share: $ (0.55) $(1.50) $(0.56) $(1.43)
Basic earnings (loss) per share: $ (0.55) $(1.50) $(0.56) $(1.43)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 1073475
<NAME> Citizens First Corporation
<S> <C> <C>
<PERIOD-TYPE> 9-mos 3-mos
<FISCAL-YEAR-END> Dec-31-1999 Dec-31-1999
<PERIOD-START> Jan-01-1999 Jul-01-1999
<PERIOD-END> Sep-30-1999 Sep-30-1999
<CASH> 1,028,255 1,028,255
<INT-BEARING-DEPOSITS> 8,766 8,766
<FED-FUNDS-SOLD> 2,900,000 2,900,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 4,956,621 4,956,621
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 19,846,267 19,846,267
<ALLOWANCE> 242,500 242,500
<TOTAL-ASSETS> 30,502,183 30,502,183
<DEPOSITS> 21,857,713 21,857,713
<SHORT-TERM> 1,114,532 1,114,532
<LIABILITIES-OTHER> 348,611 348,611
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 7,357,477 7,357,477
<OTHER-SE> (176,150) (176,150)
<TOTAL-LIABILITIES-AND-EQUITY> 30,502,183 30,502,183
<INTEREST-LOAN> 545,787 367,712
<INTEREST-INVEST> 111,291 57,178
<INTEREST-OTHER> 107,603 35,884
<INTEREST-TOTAL> 764,681 460,774
<INTEREST-DEPOSIT> 253,194 173,344
<INTEREST-EXPENSE> 272,577 180,509
<INTEREST-INCOME-NET> 492,104 280,265
<LOAN-LOSSES> 242,500 120,000
<SECURITIES-GAINS> 889,245 0
<EXPENSE-OTHER> 1,525,636 550,952
<INCOME-PRETAX> (307,368) (355,964)
<INCOME-PRE-EXTRAORDINARY> (307,368) (355,964)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (307,368) (355,964)
<EPS-BASIC> (.56) (.55)
<EPS-DILUTED> (.56) (.55)
<YIELD-ACTUAL> 4.78 4.96
<LOANS-NON> 15,000 15,000
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 0 122,500
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 242,500 242,500
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 242,500 242,500
</TABLE>
