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 March 31, 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 Identification No.)
Incorporation or Organization)
1805 Campbell Lane, Bowling Green, Kentucky 42101
(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 June 2, 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 3-7
ITEM 2. Management's Discussion and Analysis or 8-10
Plan of Operation
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11
ITEM 2. Changes in Securities and Use of Proceeds 11
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 14
<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 period ended
March 31, 1999. This liability was not recognized in the original filing. This
change reduced net equity and net income by $53,863 as of and for the quarter
ended March 31, 1999.
Item 1. Financial Statements
<TABLE>
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
March 31, December 31,
1999 1998
Assets
<S> <C> <C>
Cash and due from banks ...................................... $ 335,338 $ 16,817
Interest-bearing deposits with banks ......................... 394,514 --
Federal funds sold ........................................... 5,900,000 --
Securities available for sale (amortized cost of $1,156,913 as
of March 31,1999; $230,585 as of December 31, 1998)
1,781,186 1,490,332
Loans, net of unearned income ................................ 2,518,649 --
Less allowance for loan losses ............................... 25,000 --
----------- -----------
Net loans ................................................. 2,493,649 --
Premises and equipment, net .................................. 1,736,026 1,088,235
Other assets ................................................. 172,710 94,022
----------- -----------
Total assets .............................................. $12,813,423 $ 2,689,406
=========== ===========
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing ...................................... $ 664,072 $--
Interest bearing .......................................... 3,557,355 --
----------- -----------
Total deposits ............................................ 4,221,427 --
Other short-term borrowings .................................. -- 995,000
Other liabilities ............................................ 708,085 969,364
----------- -----------
Total liabilities ......................................... 4,929,512 1,964,364
Shareholders' equity:
Preferred stock, Authorized 500
shares; issued and outstanding
0 and 0, respectively
7,357,477 20,542
Retained earnings ......................................... 114,669 (126,933)
Accumulated other comprehensive income ....................... 411,765 831,433
----------- ----------
Total shareholders' equity ................................ 7,883,911 725,042
----------- ----------
Total liabilities
and shareholders' equity ................................ $12,813,423 $ 2,689,406
=========== ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Consolidated Statements of Income
(Unaudited)
<TABLE>
For the three months ended March 31 1999 1998
<CAPTION>
Interest income
<S> <C> <C>
Loans, including fees $11,485 $-
Federal funds sold 35,078 -
Securities available for sale 6,166 7,306
Interest-bearing deposits with banks 1,847 -
------------------------
Total interest income 54,576 7,306
Interest expense
Deposits 8,028 -
Other short-term borrowings 11,892 -
------------------------
Total interest expense 19,920 -
------------------------
Net interest income 34,656 7,306
Provision for loan losses 25,000 -
Net interest income after
provision for loan losses 9,656 7,306
Non-interest income
Service charges on deposit accounts 350 -
Gains (losses) on sales of securities available for sale, net 743,706 -
Other 1,467 -
-------------------------
Total non-interest income 745,523 -
Non-interest expenses
Compensation and benefits 254,611 -
Net occupancy expense 31,348 -
Furniture and equipment expense 29,834 -
Professional fees 20,191 -
Postage, printing & supplies 29,480 -
Processing fees 13,312 -
Advertising 40,480 -
Other 40,459 -
------------------------
Total non-interest expenses 459,715 -
------------------------
Income before income taxes 295,464 7,306
Income tax expense 53,863 -
-------------------------
Net income $241,601 $7,306
=========================
Diluted earnings per share $0.68 $0.07
Basic earnings per share $0.68 $0.07
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
For the three months ended March 31 1999 1998
Balance January 1 ............................ $ 725,042 $ 887,586
Net income ................................. 241,601 7,306
Other comprehensive income (loss) net of tax (419,667) 189,736
Issuance of common stock 7,336,935 -
----------- ----------
Balance at end of period ..................... $ 7,883,911 $1,084,628
========== ==========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
For the periods ended March 31 1999 1998
Net income $241,601 $7,306
Other comprehensive income,(loss) net of tax:
Unrealized holding gains on available for sale
securities arising during the period ...... 71,178 189,736
Reclassification adjustments for gains
on securities included in net income
(490,845) --
-------- --------
Total other comprehensive income (loss),
Net of tax (419,667) 189,736
-------- --------
Comprehensive income (loss) ............ $ (178,066) $197,042
========== ========
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
For the three months ended March 31
<CAPTION>
1999 1998
Cash flows from operating activities:
<S> <C> <C>
Net income
$ 241,601 $ 7,306
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for loan losses 25,000 -
Gain on sale of securities available for sale (743,706) -
Depreciation and amortization of fixed assets 22,732 -
Decrease in accrued interest receivable (10,250) -
Decrease in other assets (68,438) -
Decrease in accrued interest payable 5,439 -
Decrease in other liabilities (50,911) (9,000)
----------- --------
Net cash used in operating activities (578,533) (1,694)
Cash flows from investing activities:
Net increase in interest-bearing deposits with banks (394,514) -
Net increase in federal funds sold (5,900,000) -
Proceeds from sale of securities available for sale 817,378 -
Purchase of securities available for sale (1,000,000) (38,277)
Net increase in loans (2,518,649) -
Purchases of premises and equipment (670,523) -
----------- --------
Net cash used in investing activities (9,666,308) (38,277)
Cash flows from financing activities:
Net increase in deposits 4,221,427 -
Repayment of short-term borrowings (995,000) -
Proceeds from issuance of common stock 7,336,935 -
---------- --------
Net cash provided by financing activities 10,563,362 -
---------- --------
Net increase (decrease ) in cash and cash equivalents 318,521 (39,971)
Cash and cash equivalents at beginning of year 16,817 108,484
---------- ---------
Cash and cash equivalents at end of period $335,338 $68,513
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<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 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 Citizens First Corporation
and its wholly-owned subsidiary. 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 the 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
common stock outstanding prior to the public offering have been
reflected as a component of common stock on the amended 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 March 31, 1999.
(4) State Corporate Income Taxes
The Company incurred state corporate income taxes of $53,863 for the
quarter ended March 31, 1999 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 a gain of $743,706 on the
sale of marketable securities. The Company had no federal income tax
liability for the three-months ended March 31, 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 only subsidiary, Citizens First Bank, Inc.(the
"Bank"). On February 17, 1999 the Company completed the 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.
The Bank operates in two locations. The main office is located at 1805
Campbell Lane, and one branch office, which opened on March 22, 1999,
located at 901 Lehman Avenue.
This process includes attracting deposits and converting the deposits
into loans and investments. The Company's primary source of 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
plant and equipment are planned. The Company and Bank are fully staffed
at March 31,1999, and no significant changes in the number of employees
are planned
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 net income of $241,601 for the three
months ended March 31, 1999. This includes the gain on the sale of
marketable securities of $743,706. Excluding the gain and the resultant
tax effect, the net loss for the three months ended March 31, 1999 was
$448,242. During the same period in 1998, the Company had net income of
$7,306. On a diluted per share basis net income for the three month
periods ended March 31, 1999 and 1998 was $0.68 and $0.07 respectively.
Excluding the gain on sale of securities and the tax effect, the
diluted per share basis of net income would have been $(1.26) for the
three months ended March 31, 1999.
Net Interest Income
Net interest income was $34,656 in the first quarter of 1999.
Interest income of $54,576 includes $11,485 income on loans and $43,091
income on investment securities, federal funds sold, and
interest-bearing deposits with banks. Cash available from the initial
capitalization of the Bank was invested in short-term assets, primarily
federal funds sold, in anticipation of loan demand. Interest expense of
$19,920 includes interest on deposits of $8,028, as well as $11,892 of
interest paid on short-term borrowings. The short-term borrowings were
needed to finance pre-opening expenses and purchases of property and
equipment, and were repaid at the time the Bank was capitalized.
Non-interest Income
Non-interest income for the first quarter of 1999 included a
gain on the sale of investment securities of $743,706. These
investments were sold in part so that additional capital would be
available to be contributed to the Bank, in order to meet minimum
capital requirements of the Federal Deposit Insurance Corporation. At
December 31, 1998, the investment securities owned by the Company
included concentrations in the stocks of certain publicly traded
companies. The partial sale of these securities reduces the Company's
exposure to loss.
Non-Interest Expense
Expenses in the first quarter included $254,611 for
compensation and benefits. Compensation includes the expense associated
with a full Bank staff for most of the first quarter, despite the bank
not opening until February 18, 1999. Advertising costs of $40,480
reflect the special promotions associated with the grand openings of
the Bank's main office and the branch, both in the first quarter of
1999. Other non interest expenses included occupancy and furniture and
fixtures expenses of $61,182; postage, printing and supplies of
$29,480; professional fees of $20,191; processing fees of $13,312; and
other expenses totaling $40,459.
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 quarter ended March 31, 1999 for
federal income taxes. State corporate income taxes of $53,863 are
accrued as of March 31, 1999.
Balance Sheet Review
Overview
Total assets at March 31, 1999 were $12,813,423, up from
$2,689,406 at December 31, 1998. The increase in total assets is due to
the change in the Company from an investment club to a bank holding
company, and the related initial public offering on February 17, 1999
of 536,667 shares of Company stock in exchange for $7,336,935.
Loans
The loan portfolio was $2,493,649 at March 31, 1999. The
funding for this loan growth came from the proceeds of the capital
raised in the initial public offering of the Company.
Allowance for Loan Losses
The provision for loan losses was $25,000 (1.00% of period end
loans) for the first quarter of 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 being
established to provide for losses inherent in the banking industry and
reflects management's evaluation of the risk in the loan portfolio.
Securities Available for Sale
The Company continues to own $781,936 of investment securities
which it purchased at the time it was an investment club. These
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. The Bank owns treasury and
government agency securities with a value of $999,250 as of March 31,
1999.
Deposits
Total deposits at March 31, 1999, were $4,221,427. Interest
bearing deposits were $3,557,355, or 85% of total deposits.
Capital Resources and Liquidity
The Bank was capitalized through a capital contribution form
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 March 31, 1999; the regulatory minimum capital
ratios; and the regulatory minimum capital ratios for well-capitalized
companies:
<PAGE>
March 31,
1999
Tier 1 risk based ........... 66.66%
Regulatory minimum ..... 4.00
Well-capitalized minimum 6.00
Total risk based ............ 66.89%
Regulatory minimum ..... 8.00
Well-capitalized minimum 10.00
Leverage .................... 60.25%
Regulatory minimum ..... 3.00
Well-capitalized minimum 5.00
Liquidity is the measure of the Bank's ability to fund
customer's needs for borrowings and deposit withdrawals. The Company's
principal sources of funds were the proceeds from the initial public
offering in the first quarter of 1999, and the principal sources going
forward will be the deposits, repayment of loans, and funds from Bank
operations. During the first quarter 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 is exposed to potential future losses, including
litigation, due to the business interruption or errors, which could
result if any of its computer systems are not modified to ensure that
dates beginning in January 2000 are not misread by the system as
January 1900. The Company has been proactive in regard to the possible
consequences that the change to the new millennium will have on
computers and other operations. The Company has completed a significant
portion of the testing phase of its Year 2000 program, and the
remaining testing is scheduled to be completed by mid-1999. Because the
majority of the 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. In
addition, the Company's contingency plan will be finalized by June 30,
1999.
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, changes in policies by regulatory agencies, fluctuations
in interest rates, demand for loans in the Company's market,
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. The
factors listed above 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 with
respect to future periods in any current statements.
<PAGE>
Part II- Other Information
The information originally submitted for Part II has been amended to include
information required for subsection (d) of Item 2, changes in Securities and Use
of Proceeds.
Item 2. Changes in Securities and Use of Proceeds
The Company's Registration Statement on Form SB-2 (File No. 333-67435),
registering 536,667 shares of common stock for sale to the public, including
70,000 shares to cover over-allotments, was declared effective on February 11,
1999. Of the 536,667 shares registered with the Securities and Exchange
Commission, all of the shares were sold in a firm commitment underwriting. The
closing for the shares occurred on February 17, 1999. The underwriter for the
offering was J.J.B. Hilliard, W.L. Lyons, Inc. The shares were sold to the
public at a price of $15 per share for an aggregate offering price of
$8,050,005.
After the underwriters' discount of $563,500, the Company received proceeds
aggregating $7,486,505 before expenses of the offering. As of March 31, 1999,
the aggregate amount of expenses incurred for the Company's account in
connection with the issuance and distribution of its common stock was $149,570.
Accordingly, the total expenses incurred for the offering including the
underwriters' discount was $713,070.
The offering proceeds received by the Company have been applied as follows:
Cash capital contribution to the Bank $5,552,852
Underwriting discounts 563,500
Repayment of short-term borrowings 1,370,000
Offering expenses 149,570
Organizational expenses 220,516
Organizational expenses attributable to
the Bank 193,567
------------
Total Uses $8,050,005
The actual amount of the underwriting discount paid using the proceeds of the
offering exceeded the projected cost of $490,000 due to the underwriter's
election to exercise the over-allotment option on an additional 70,000 shares.
Offering expenses of $149,570 exceeded the projected cost of $97,500 due to
increased costs of printing, legal fees, and accounting fees. The organizational
expenses of the Bank exceeded projections of $135,000 principally due to the
delay in obtaining approval for opening the Bank.
The Company contributed $7,600,000 to the Bank in exchange for all of its common
stock. The capital contribution was composed of the following assets:
Cash $6,292,712
Real Property 1,013,465
Furniture, fixtures, and equipment 100,256
Organizational expenses of the Bank 193,567
------------
Total capital contribution $7,600,000
The cash portion of the capital contribution was composed of:
o Net cash proceeds from the offering of $5,552,852, and
o Proceeds from the liquidation of a portion of the Company's securities
portfolio.
The Bank applied $193,567 of the cash contributed from the Company for start-up
expenses of the Bank; $71,099 in additional construction costs; $71,266 for
leasehold improvements of the Branch location; and $441,350 to purchase
additional furniture, equipment, and other assets necessary for the operations
of the Bank. Of the remaining $5,515,429 received from the Company, the Bank
used these funds, along with increases in deposits, to make loans to customers
and to purchase investment securities.
None of the amounts were paid, directly or indirectly, to directors, officers,
general partners of the issuer or their associates, or to persons owning ten
(10) percent or more of any class of equity securities of the issuer.
Item 4. Submission of Matters to a Vote of Security Holders The annual
meeting of Shareholders of Citizens First Corporation was held January
6, 1999, at 1805 Campbell Lane, Bowling Green, Kentucky, to elect the
Board of Directors of the Company. The following individuals were
re-elected to the Board of Directors of the Company for a term of one
year. Each was elected by a unanimous vote of the Shareholders.
Jerry Baker
Billy Bell
Mary Cohron
Floyd Ellis, Chairman
James Lucas
Joe Natcher
John Perkins
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 March 31,
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
------------------
President and Chief Executive Officer
(Principal Executive Officer)
/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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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 corporation'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
corporation'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 corporation'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
corporation'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 corporation'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 corporation'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 corporation'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
corporation'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
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
11 Statement re: Computation of per share earnings
27 Financial Data Schedule for the quarter ended March 31, 1999
(for SEC use only)
Exhibit 11.
Statement Regarding Computation of Per Share Earnings
For the periods ended March 31 1999 1998
Diluted earnings per common share:
Average common shares outstanding 356,831 106,386
Net income (loss) $ 241,601 7,306
Diluted earnings per share: $ 0.68 $ 0.07
Basic earnings per common share:
Average common shares outstanding 356,831 106,386
Net income (loss) $ 241,601 $ 7,306
Basic earnings per share: $0.68 $0.07
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 1073475
<NAME> CITIZENS FIRST CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 335,338
<INT-BEARING-DEPOSITS> 394,514
<FED-FUNDS-SOLD> 5,900,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,781,186
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2,518,649
<ALLOWANCE> 25,000
<TOTAL-ASSETS> 12,813,423
<DEPOSITS> 4,221,427
<SHORT-TERM> 0
<LIABILITIES-OTHER> 708,085
<LONG-TERM> 0
0
0
<COMMON> 7,357,477
<OTHER-SE> 526,434
<TOTAL-LIABILITIES-AND-EQUITY> 12,813,423
<INTEREST-LOAN> 11,485
<INTEREST-INVEST> 6,166
<INTEREST-OTHER> 36,925
<INTEREST-TOTAL> 54,576
<INTEREST-DEPOSIT> 8,028
<INTEREST-EXPENSE> 19,920
<INTEREST-INCOME-NET> 34,656
<LOAN-LOSSES> 25,000
<SECURITIES-GAINS> 743,706
<EXPENSE-OTHER> 459,715
<INCOME-PRETAX> 295,464
<INCOME-PRE-EXTRAORDINARY> 241,601
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 241,601
<EPS-BASIC> 0.68
<EPS-DILUTED> 0.68
<YIELD-ACTUAL> 2.720
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 25,000
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 25,000
</TABLE>
