U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB/A
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 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 August 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
As more fully described in the Notes to the Consolidated Financial Statements,
this report has been amended to recognize the effects of the state corporate
income tax liability incurred by the Company in the three-month and six-month
periods ended June 30, 1999. This liability was not recognized in the original
filing. This change reduced net equity and net income by $9,682 and $63,545 for
the three-month and six-month periods ended June 30, 1999 respectively.
Item 1. Financial Statements
<TABLE>
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
June 30, December 31,
1999 1998
----- ----
Assets
<S> <C> <C>
Cash and due from banks ...................................... $ 739,873 $ 16,817
Interest-bearing deposits with banks ......................... 231,593 --
Federal funds sold ........................................... 1,950,000 --
Securities available for sale (amortized cost of $4,435,987 as
of June 30, 1999; $230,585 as of December 31, 1998)
4,838,248 1,490,332
Loans, net of unearned income ................................ 12,192,573 --
Less allowance for loan losses ............................... 122,500 --
------------ -----------
Net loans ................................................. 12,070,073 --
Premises and equipment, net .................................. 1,711,337 1,088,235
Accrued interest receivable .................................. 131,004 --
Other assets ................................................. 162,771 94,022
------------ -----------
Total assets .............................................. $ 21,834,899 $ 2,689,406
=========== ===========
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing ...................................... $ 1,270,795 $-
Interest bearing .......................................... 12,606,406 --
------------ -----------
Total deposits ............................................ 13,877,201 --
Other short-term borrowings .................................. 77,860 995,000
Accrued interest payable ..................................... 37,760 13,545
Other liabilities ............................................ 360,991 955,819
----------- -----------
Total liabilities ......................................... 14,353,812 1,964,364
Shareholders' equity:
Preferred stock. 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 ....................................... (141,882) (126,933)
Accumulated other comprehensive income .................... 265,492 831,433
----------- -----------
Total shareholders' equity ................................ 7,481,087 725,042
----------- -----------
Total liabilities
and shareholders' equity ................................ $ 21,834,899 $ 2,689,406
============ ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Consolidated Statements of Income
(Unaudited)
For the three months ended June 30
1999 1998
----- ----
Interest income
Loans, including fees .............. $ 166,590 $--
Federal funds sold ................. 30,569 --
Securities available for sale ...... 47,947 4,064
Interest-bearing deposits with banks 4,225 --
------- ------
Total interest income .............. 249,331 4,064
Interest expense
Deposits ........................... 71,822 --
Other short-term borrowings ........ 326 --
------ ------
Total interest expense ............. 72,148 --
------- ------
Net interest income .................. 177,183 4,064
Provision for loan losses .......... 97,500 --
Net interest income after
provision for loan losses .......... 79,683 4,064
Non-interest income
Service charges on deposit accounts 8,222 --
Gains on sales of securities
available for sale ................. 145,539 --
Other .............................. 34,657 --
-------- ------
Total non-interest income .......... 188,418 --
Non-interest expenses
Compensation and benefits .......... 278,575 --
Net occupancy expense .............. 37,867 --
Furniture and equipment expense .... 53,653 --
Professional fees .................. 28,105 420
Postage, printing & supplies ....... 17,107 --
Processing fees .................... 19,779 --
Advertising ........................ 13,814 --
Other .............................. 66,069 40
------- ------
Total non-interest expenses ........ 514,969 460
------- ------
Income (loss) before income taxes .... (246,868) 3,604
Income tax expense ................... 9,682 --
--------- ------
Net income (loss) .................... $(256,550) $3,604
========= ======
Basic earnings (loss) per share ...... $ (0.40) $ 0.03
Diluted earnings (loss) per share .... $ (0.40) $ 0.03
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Income
(Unaudited)
For the six months ended June 30 1999 1998
----- ----
Interest income
Loans, including fees .............. $ 178,075 $-
Federal funds sold ................. 65,647 --
Securities available for sale ...... 54,113 11,370
Interest-bearing deposits with banks 6,072 --
------- -------
Total interest income .............. 303,907 11,370
Interest expense
Deposits ........................... 79,850 --
Other short-term borrowings ........ 12,218 --
------- -------
Total interest expense ............. 92,068 --
------- -------
Net interest income .................. 211,839 11,370
Provision for loan losses .......... 122,500 --
Net interest income after
provision for loan losses .......... 89,339 11,370
Non-interest income
Service charges on deposit accounts 8,572 --
Gains on sales of securities
available for sale ................. 889,245 --
Other .............................. 36,124 --
------- -------
Total non-interest income .......... 933,941 --
Non-interest expenses
Compensation and benefits .......... 533,186 --
Net occupancy expense .............. 69,215 --
Furniture and equipment expense .... 83,487 --
Professional fees .................. 48,296 420
Postage, printing & supplies ....... 46,587 --
Processing fees .................... 33,091 --
Advertising ........................ 54,294 --
Other .............................. 106,528 40
------- -------
Total non-interest expenses ........ 974,684 460
------- -------
Income before income taxes ........... 48,596 10,910
Income tax expense ................... 63,545 --
-------- -------
Net income ........................... $ (14,949) $10,910
======= =======
Basic earnings (loss) per share ...... $ (0.03) $ 0.10
Diluted earnings (loss) per share .... $ (0.03) $ 0.10
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
For the six months ended June 30
1999 1998
----- ----
Balance January 1 .......... $ 725,042 $ 887,586
Net income (loss) ........ (14,949) 10,910
Other comprehensive income
(loss) net of tax ......... (565,941) 247,003
Issuance of common stock 7,336,935 --
---------- ----------
Balance at end of period ... $ 7,481,087 $1,145,499
=========== ==========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
For the six months ended June 30 1999 1998
----- ----
Net income (loss) $ (14,949) $ 10,910
Other comprehensive income (loss), net of tax:
Unrealized holding gains on available for sale
securities arising during the period ...... 20,960 247,003
Reclassification adjustments for gains
on securities included in net income ....... (586,901) -
-------- --------
Total other comprehensive income (loss), net of tax (565,941) 247,003
--------- --------
Comprehensive income (loss) $ (580,890) $257,913
=========== ========
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
For the six months ended June 30
<CAPTION>
1999 1998
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) ....................................... $ (14,949) $ 10,910
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for loan losses ............................. 122,500 --
Gain on sale of securities available for sale ......... (889,245) --
Depreciation and amortization of fixed assets ......... 93,676 --
Increase in accrued interest receivable ................. (131,004) --
Increase in other assets ................................ (86,147) (2,200)
Increase in accrued interest payable .................... 24,215 --
Decrease in other liabilities ........................... (303,282) (11,810)
--------- ---------
Net cash used in operating activities ................ (1,184,236) (3,100)
Cash flows from investing activities:
Net increase in interest-bearing deposits with banks .... (231,593) --
Net increase in federal funds sold ...................... (1,950,000) --
Proceeds from sale of securities available for sale ..... 971,597 --
Proceeds from maturities of securities available for sale 310,641 --
Purchases of securities available for sale .............. (4,598,943) (38,277)
Net increase in loans ................................... (12,192,573) --
Purchases of premises and equipment ..................... (698,833) --
----------- ---------
Net cash used in investing activities ................. (18,389,704) (38,277)
Cash flows from financing activities:
Net increase in deposits ................................ 13,877,201 --
Repayment of short-term borrowings ...................... (917,140) --
Proceeds from issuance of common stock .................. 7,336,935 --
---------- ---------
Net cash provided by financing activities ............. 20,296,996 --
---------- ---------
Net increase (decrease ) in cash and cash equivalents ... 723,056 (41,377)
Cash and cash equivalents at beginning of year .......... 16,817 108,484
------------ ---------
Cash and cash equivalents at end of period .............. $ 739,873 $ 67,107
============ =========
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 June 30, 1999.
(4) State Corporate Income Taxes
The Company incurred state corporate income taxes of $9,682 for
the quarter ended June 30, 1999 and $63,545 for the six-month period
then ended because the losses of the Bank are not deductible for state
corporate income tax purposes. Banks in the state of Kentucky are not
assessed corporate income taxes, but are instead taxed based on the
value of their capital accounts. Accordingly, the income or loss from
bank subsidiaries of a holding company is not included in the
calculation of corporate income tax. The Company had taxable income
primarily as the result of gains of $145,539 and $889,245 on the sale
of marketable securities in the three-month and six-month periods ended
June 30, 1999. The Company had no federal income tax liability for the
three-month or six month periods ended June 30, 1999 based on its
consolidated results of operations.
<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. 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 $(256,550), or $(0.40) per
common share, on a diluted basis, for the second quarter of 1999, as
compared to net income of $3,604, or $0.03 per common share on a
diluted basis for the second quarter 1998. The second quarter of 1999
includes the gain on the sale of investment securities of $145,539.
Excluding the gain and the related tax effect, the net loss from
operations for the three months ended June 30, 1999, would have been
$(392,407), or $(.61) per common share on a diluted per share basis.
The net loss for the six months ended June 30,1999, was
$(14,949), or $(0.03) per diluted common share, down from net income
of $10,910, or $0.10 per diluted common share for the same period last
year. Net income includes $889,245 from the gain on the sale of
investment securities. Excluding this gain, the net loss from
operations for the six months ended June 30, 1999, would have been
$(840,649), or $(1.68) per diluted common share.
Net Interest Income
Net interest income was $177,183 in the second quarter of
1999, an increase of $142,527 over the first quarter of 1999 and
$173,119 over the same period last year. Interest income of $249,331
includes $166,590 in income on loans and $82,741 in income on
investment securities, federal funds sold, and interest-bearing
deposits with banks. Interest expense of $72,148 consists primarily of
interest on deposits.
Net interest income was $211,839 for the six months ended June
30,1999, an increase of $200,469 over the same period last year. The
net interest margin was 4.69% during the first six months of 1999.
Interest income of $303,907 includes $178,075 in income on loans and
$125,832 in income on investment securities, federal funds sold and
interest-bearing deposits with banks. Interest expense of $92,068
includes interest on deposits of $79,850 as well as $12,218 of interest
paid on short-term borrowings, primarily 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 $188,418 and $933,941 in the second
quarter and first six months of 1999, respectively. The second quarter
and the first six months of 1999 included a gain on the sale of
investment securities of $145,539 and $889,245, respectively. 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 $514,969 and $974,684 in the second
quarter and first six months of 1999, respectively. Compensation and
benefits totaled $278,575 and $254,611 in the second quarter and first
six months of 1999, respectively.
Income Taxes
Income tax expense has been calculated based on the Company's
expected annual rate for 1999. There was no change in the valuation
allowance of $137,251 during the second quarter and six-month period
ended June 30, 1999 for federal taxes. State corporate income taxes
totaled $9,682 for the second quarter and $63,545 for the six-month
period ended June 30, 1999.
Balance Sheet Review
Overview
Total assets at June 30, 1999, were $21,834,899, up from
$2,689,406 at December 31, 1998. Earning assets totaled $19,212,414, 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 $12,192,573 at June 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
June 30, 1999 real estate loans were $7,079,167; commercial loans were
$2,777,177; and consumer loans were $2,336,229.
Allowance for Loan Losses
The provision for loan losses was $122,500 for the six months
ended June 30,1999. No loans have been charged off since the Bank began
operation on February 18, 1999, and no impaired loans have been
identified. 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 $4,838,248 at June
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 $3,941,834, and the Company owns $648,849
of investment securities which it purchased at the time it was an
investment club, as well as $247,565 of corporate notes. The investment
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 June 30, 1999 were $13,877,201. Interest
bearing deposits were $12,606,406, or 91% of total deposits. Short-term
borrowings were $77,860 at June 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 June 30, 1999; the regulatory minimum capital
ratios; and the regulatory minimum capital ratios for well-capitalized
bank holding companies:
June 30,
1999
Tier 1 risk based ........... 39.77%
Regulatory minimum ..... 4.00%
Well-capitalized minimum 6.00%
Total risk based ............ 40.45%
Regulatory minimum ..... 8.00%
Well-capitalized minimum 10.00%
Leverage .................... 33.45%
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 six 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.
<PAGE>
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
No reports on Form 8-K were filed during the quarter ended June 30,
1999.
<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: May 12, 2000 /s/ Mary D. Cohron
------------------
Mary D.Cohron
President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2000 /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 June 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
<PAGE>
Exhibit 11.
<TABLE>
Statement Regarding Computation of Per Share Earnings
For the periods ended June 30
<CAPTION>
2nd Qtr. Six months
1999 1998 1999 1998
Diluted earnings per common share:
<S> <C> <C> <C> <C>
Average common shares outstanding 643,053 106,386 500,732 106,386
Net income (loss) ................. $ (256,550) $ 3,604 $ (14,949) $ 10,910
Diluted earnings (loss) per share: $ (0.40) $ 0.03 $ (0.03) $ 0.10
Basic earnings (loss) per share: $ (0.40) $ 0.03 $ (0.03) $ 0.10
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 1073475
<NAME> Citizens First Corporation
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> Dec-31-1999 Dec-31-1999
<PERIOD-START> Jan-01-1999 Apr-01-1999
<PERIOD-END> Jun-30-1999 Jun-30-1999
<CASH> 739,873 739,873
<INT-BEARING-DEPOSITS> 231,593 231,593
<FED-FUNDS-SOLD> 1,950,000 1,950,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 4,838,248 4,838,248
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 12,192,573 12,192,573
<ALLOWANCE> 122,500 122,500
<TOTAL-ASSETS> 21,834,899 21,834,899
<DEPOSITS> 13,877,201 13,877,201
<SHORT-TERM> 77,860 77,860
<LIABILITIES-OTHER> 398,751 398,751
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 7,357,477 7,357,477
<OTHER-SE> 123,610 123,610
<TOTAL-LIABILITIES-AND-EQUITY> 21,834,899 21,834,899
<INTEREST-LOAN> 178,075 166,590
<INTEREST-INVEST> 54,113 47,947
<INTEREST-OTHER> 71,719 34,794
<INTEREST-TOTAL> 303,907 249,331
<INTEREST-DEPOSIT> 79,850 71,822
<INTEREST-EXPENSE> 92,068 72,148
<INTEREST-INCOME-NET> 211,839 177,183
<LOAN-LOSSES> 122,500 97,500
<SECURITIES-GAINS> 889,245 145,539
<EXPENSE-OTHER> 974,684 514,969
<INCOME-PRETAX> 48,596 (246,868)
<INCOME-PRE-EXTRAORDINARY> (14,949) (256,550)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (14,949) (256,550)
<EPS-BASIC> (.03) (.40)
<EPS-DILUTED> (.03) (.40)
<YIELD-ACTUAL> 4.69 4.82
<LOANS-NON> 0 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 0 25,000
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 122,500 122,500
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 122,500 122,500
</TABLE>
