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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K-A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 1996
--------------
CITI-BANCSHARES, INC.
---------------------
(Exact name of registrant as specified in its charter)
FLORIDA 0-18507 59-2298309
- --------------- ---------------- ----------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 N. Boulevard West
Leesburg, Florida 34748
------------------------
(Addresses, including zip codes, of principal executive officers)
(352) 787-5111
------------------------
(Registrant's telephone numbers, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements:
INDEX TO CITIZENS FIRST BANCSHARES, INC. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Balance Sheets as of March 31, 1996 (Unaudited) and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Consolidated Statements of Income For the Three-Month Periods Ended
March 31, 1996 (Unaudited) and March 31, 1995 (Unaudited) . . . . . . . . . . F-2
Consolidated Statements of Cash Flows For the Three-Month Periods
Ended March 31, 1996 (Unaudited) and March 31, 1995 (Unaudited) . . . . . . . F-4
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Balance Sheets as of December 31, 1995 and 1994 . . . . . . . . . . F-7
Consolidated Statements of Income For the Years Ended December 31,
1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Consolidated Statements of Changes in Stockholders' Equity For the Years
Ended December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . F-10
Consolidated Statements of Cash Flows For the Years Ended December 31,
1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
Notes to Audited Consolidated Financial Statements . . . . . . . . . . . . . . . F-12
</TABLE>
(b) Pro Forma Financial Information:
The following unaudited pro forma condensed consolidated statements
of Citi-Bancshares, Inc. (CBI) gives effect to the merger of
Citizens First Bancshares, Inc. (CFB) with and into a subsidiary of
CBI as if such acquisition had occurred at the beginning of the
periods presented. The pro forma statements of income do not
purport to present what CBI's results of operations would actually
have been if the acquisition of CFB had occurred as of the beginning
of the periods presented or to project CBI's results of operations
for any future period.
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
(UNAUDITED) (AUDITED)
MARCH 31, DECEMBER 31,
1996 1995
-------------- ---------------
<S> <C> <C>
Cash and Cash Equivalents $ 1,988 $ 2,101
Interest-Bearing Deposits in Banks 1 1
Federal Funds Sold 1,846 1,236
Investment Securities (Market Value March 31,
1996 - $7,131; December 31, 1995 - $8,638) 7,131 8,638
Loans, Less Allowance For Possible
Loan Losses of $404 and $405 at March 31,
1996 and December 31, 1995, Respectively 25,899 25,314
Bank Premises and Equipment, Net 1,965 1,914
Accrued Interest and Other Assets 292 311
-------------- ---------------
TOTAL ASSETS 39,122 39,515
============== ===============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
LIABILITIES
Deposits:
Interest-Bearing 27,041 28,464
Noninterest-Bearing 7,180 6,250
-------------- ---------------
Total Deposits 34,221 34,714
Deferred Tax Liability, Net 126 35
Accrued Interest and Other Liabilities 150 294
-------------- ---------------
TOTAL LIABILITIES 34,497 35,043
-------------- ---------------
STOCKHOLDERS' INVESTMENT
Common Stock - Consolidated, $.10 Par
Value, 750 Shares Authorized,
30 Shares Issued and Outstanding in
1996 and 1995 30 30
Capital Surplus 3,818 3,818
Retained Earnings 800 631
Unrealized Losses on Certain Securities (23) (7)
-------------- ---------------
TOTAL STOCKHOLDERS' INVESTMENT 4,625 4,472
-------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 39,122 $ 39,515
============== ===============
</TABLE>
F-1
<PAGE> 4
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
-------------------------------------------
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------------- ------------------
<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $ 650 $ 572
Interest on Investment Securities 132 63
Interest on Federal Funds Sold 20 33
-------------------- ------------------
TOTAL INTEREST INCOME 802 668
-------------------- ------------------
INTEREST EXPENSE
Deposits 312 217
Federal Funds Purchased 0 6
-------------------- ------------------
TOTAL INTEREST EXPENSE 312 223
-------------------- ------------------
NET INTEREST INCOME 490 445
PROVISION FOR POSSIBLE LOAN LOSSES 0 0
-------------------- ------------------
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 490 445
-------------------- ------------------
OTHER OPERATING INCOME
Investment (Losses) 0 0
Service Charges on Deposit Accounts 97 113
Other 220 26
-------------------- ------------------
TOTAL OTHER OPERATING INCOME 317 139
-------------------- ------------------
OTHER EXPENSES
Salaries and Employee Benefits 186 197
Occupancy Expense 40 45
Equipment Expense 16 21
Other Operating Expenses 294 152
-------------------- ------------------
TOTAL OTHER EXPENSES (536) (415)
-------------------- ------------------
INCOME BEFORE INCOME TAXES 271 169
INCOME TAX EXPENSE (102) (55)
-------------------- ------------------
NET INCOME $ 169 $ 114
==================== ==================
</TABLE>
F-2
<PAGE> 5
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(IN THOUSANDS)
(CONCLUDED)
<TABLE>
<CAPTION>
(UNAUDITED)
----------------------------------------
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------------- ------------------
<S> <C> <C>
EARNINGS PER COMMON SHARE $ .60 $ .51
==================== ==================
FULLY-DILUTED INCOME PER COMMON SHARE $ .60 $ .35
==================== ==================
WEIGHTED AVERAGE SHARES OUTSTANDING
Primary 281 223
==================== ==================
Fully-Diluted 282 324
==================== ==================
</TABLE>
F-3
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
--------------------------------------------
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 169 $ 114
Adjustment to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Provision For Loan Losses 0 0
Depreciation 14 18
Accretion of Discount on Investments (10) (2)
Amortization of Premium on Investments 2 1
(Increase) Decrease in Deferred Tax Asset, Net (135) 55
(Increase) in Accrued Interest and Other Assets (134) (93)
Increase in Accrued Interest and Other Liabilities 244 2
Loss on Fixed Asset Disposals 157 0
Gain on Land Sale (194) 0
-------------------- ------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 113 95
-------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds From Sales and Maturities of Investment
Securities 3,519 0
Purchases of Investment Securities (2,029) (1,495)
Proceeds From Sale of Land 296 0
Purchases of Equipment and Construction (324) 0
(Increase) in Loans (585) (884)
-------------------- ------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 877 (2,379)
-------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) Increase in Deposits, Net (493) 7,824
(Decrease) in Federal Funds, Net 0 (1,240)
-------------------- ------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (493) 6,584
-------------------- ------------------
INCREASE IN CASH AND CASH EQUIVALENTS 497 4,300
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,337 2,832
-------------------- ------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,834 $ 7,132
==================== ==================
</TABLE>
F-4
<PAGE> 7
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(IN THOUSANDS)
(CONCLUDED)
<TABLE>
<CAPTION>
(UNAUDITED)
--------------------------------------------
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------------- ------------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- -------------------------------------------------
CASH AND CASH EQUIVALENTS
Cash and Demand Deposits Due From Banks $ 1,988 $ 1,796
Federal Funds Sold 1,846 5,336
-------------------- ------------------
TOTAL $ 3,834 $ 7,132
==================== ==================
CASH PAID FOR INTEREST $ 416 $ 193
==================== ==================
DISPOSAL OF PREMISES AND EQUIPMENT
Cost $ 921 $ 0
(Accumulated Depreciation) (764) 0
-------------------- ------------------
TOTAL $ 157 $ 0
==================== ==================
GAIN ON LAND SALE
Proceeds Received $ (296) $ 0
Cost 102 0
-------------------- ------------------
Gain $ (194) $ 0
==================== ==================
TOTAL INCOME TAXES PAID $ 11 $ 0
==================== ==================
</TABLE>
F-5
<PAGE> 8
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
DECEMBER 31, 1995, 1994 AND 1993
<PAGE> 9
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
DECEMBER 31, 1995, 1994 AND 1993
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT F-6
CONSOLIDATED FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS F-7
CONSOLIDATED STATEMENTS OF INCOME F-8
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
INVESTMENT F-10
CONSOLIDATED STATEMENTS OF CASH FLOWS F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-12
</TABLE>
<PAGE> 10
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Citizens First Bancshares, Inc. and Subsidiary
Ocala, Florida
We have audited the accompanying consolidated balance sheets of Citizens First
Bancshares, Inc. and Subsidiary (the Company) as of December 31, 1995 and 1994,
and the related consolidated statements of income, changes in stockholders'
investment and cash flows for the years ended December 31, 1995, 1994 and 1993.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citizens First
Bancshares, Inc. and Subsidiary as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years ended December
31, 1995, 1994 and 1993 in conformity with generally accepted accounting
principles.
/s/ Purvis, Gray and Company
March 1, 1996
Ocala, Florida
F-6
<PAGE> 11
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
<TABLE>
<CAPTION>
ASSETS
1995 1994
--------------- --------------
<S> <C> <C>
Cash and Cash Equivalents $ 2,101,000 $ 2,831,755
Interest-Bearing Deposits in Banks 1,200 1,200
Federal Funds Sold 1,236,000 0
Investment Securities (Market Value 1995 -
$8,638,143; 1994 - $5,023,413) 8,638,143 5,023,413
Loans, Less Allowance For Possible
Loan Losses of $404,781 and
$410,280 in 1995 and 1994, Respectively 25,314,442 22,190,346
Bank Premises and Equipment, Net 1,913,822 1,021,256
Deferred Tax Asset, Net 0 215,662
Accrued Interest and Other Assets 310,636 226,122
--------------- --------------
TOTAL ASSETS 39,515,243 31,509,754
=============== ==============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
LIABILITIES
Deposits:
Interest-Bearing 28,465,567 18,856,108
Noninterest-Bearing 6,248,742 8,376,333
--------------- --------------
Total Deposits 34,714,309 27,232,441
Federal Funds Purchased 0 1,240,000
Deferred Tax Liability, Net 34,655 0
Accrued Interest and Other Liabilities 293,987 93,210
--------------- --------------
TOTAL LIABILITIES 35,042,951 28,565,651
--------------- --------------
STOCKHOLDERS' INVESTMENT
Common Stock - Consolidated, $.10 Par
Value, 750,000 Shares Authorized,
304,480 and 223,425 Shares Issued
and Outstanding in 1995 and 1994,
Respectively 30,448 22,343
Capital Surplus 3,818,452 3,015,526
Retained Earnings (Deficit) 630,601 (13,529)
Unrealized Losses on Certain Securities (7,209) (80,237)
--------------- --------------
TOTAL STOCKHOLDERS' INVESTMENT 4,472,292 2,944,103
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 39,515,243 $ 31,509,754
=============== ==============
</TABLE>
See accompanying notes.
F-7
<PAGE> 12
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
<TABLE>
<CAPTION>
1995 1994 1993
---------------- --------------- --------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $ 2,517,822 $ 1,835,733 $ 1,409,498
Interest on Investment Securities 422,712 195,634 310,493
Interest on Federal Funds Sold 191,204 34,251 36,242
---------------- --------------- --------------
TOTAL INTEREST INCOME 3,131,738 2,065,618 1,756,233
---------------- --------------- --------------
INTEREST EXPENSE
Deposits 1,187,819 456,864 384,330
Federal Funds Purchased 5,828 6,631 982
---------------- --------------- --------------
TOTAL INTEREST EXPENSE 1,193,647 463,495 385,312
---------------- --------------- --------------
NET INTEREST INCOME 1,938,091 1,602,123 1,370,921
PROVISION FOR POSSIBLE LOAN LOSSES 0 0 (21,000)
---------------- --------------- --------------
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 1,938,091 1,602,123 1,349,921
---------------- --------------- --------------
OTHER OPERATING INCOME
Service Charges on Deposit Accounts 436,625 386,192 430,302
Other 156,299 104,524 109,809
---------------- --------------- --------------
TOTAL OTHER OPERATING INCOME 592,924 490,716 540,111
---------------- --------------- --------------
OTHER EXPENSES
Salaries and Employee Benefits 778,314 805,231 814,469
Occupancy Expense 177,953 183,464 184,259
Equipment Expense 85,481 92,348 126,528
Other Operating Expenses 628,881 588,493 498,041
---------------- --------------- --------------
TOTAL OTHER EXPENSES (1,670,629) (1,669,536) (1,623,297)
---------------- --------------- --------------
INCOME BEFORE INCOME TAXES 860,386 423,303 266,735
INCOME TAX EXPENSE (216,256) (139,250) (64,324)
---------------- --------------- --------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 644,130 284,053 202,411
CUMULATIVE EFFECT ON PRIOR YEARS OF CHANGING
METHOD OF ACCOUNTING FOR INCOME TAXES 0 0 370,826
---------------- --------------- --------------
NET INCOME $ 644,130 $ 284,053 $ 573,237
================ =============== ==============
</TABLE>
See accompanying notes.
F-8
<PAGE> 13
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONCLUDED)
<TABLE>
<CAPTION>
1995 1994 1993
---------------- --------------- --------------
<S> <C> <C> <C>
EARNINGS PER COMMON SHARE
Income Before Cumulative Effect of Change in
Accounting Principle $ 2.29 $ 1.27 $ .91
Cumulative Effect on Prior Years of Changing
Method of Accounting For Income Taxes .00 .00 1.66
---------------- --------------- --------------
NET INCOME PER COMMON SHARE $ 2.29 $ 1.27 $ 2.57
================ =============== ==============
FULLY-DILUTED EARNINGS PER SHARE
Income Before Cumulative Effect of Change in
Accounting Principle $ 2.28 $ 1.12 $ .81
Cumulative Effect on Prior Years of Changing
Method of Accounting For Income Taxes .00 .00 1.45
---------------- --------------- --------------
FULLY-DILUTED INCOME PER COMMON SHARE $ 2.28 $ 1.12 $ 2.26
================ =============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
Primary 281,092 223,664 223,049
================ =============== ==============
Fully-Diluted 282,117 253,619 253,645
================ =============== ==============
</TABLE>
See accompanying notes.
F-9
<PAGE> 14
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
<TABLE>
<CAPTION>
UNREALIZED
COMMON STOCK RETAINED LOSSES ON
------------------------ CAPITAL EARNINGS CERTAIN
SHARES AMOUNT SURPLUS (DEFICIT) SECURITIES TOTAL
----------- ----------- ------------ ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1992 223,425 $ 22,343 $ 3,015,526 $ (870,819) $ 0 $ 2,167,050
Net Income 0 0 0 573,237 0 573,237
----------- ----------- ------------ ----------- -------------- -----------
BALANCE, DECEMBER 31, 1993 223,425 22,343 3,015,526 (297,582) 0 2,740,287
Net Income 0 0 0 284,053 0 284,053
Unrealized Losses on Certain
Securities 0 0 0 0 (80,237) (80,237)
----------- ----------- ------------ ----------- -------------- -----------
BALANCE, DECEMBER 31, 1994 223,425 22,343 3,015,526 (13,529) (80,237) 2,944,103
Net Income 0 0 0 644,130 0 644,130
Warrants Exercised, $10 Per
Share 71,455 7,145 707,406 0 0 714,551
Stock Options Exercised,
$10.05 Per Share 9,600 960 95,520 0 0 96,480
Unrealized Gains on Certain
Securities 0 0 0 0 73,028 73,028
----------- ----------- ------------ ----------- -------------- -----------
BALANCE, DECEMBER 31, 1995 304,480 $ 30,448 $ 3,818,452 $ 630,601 $ (7,209) $ 4,472,292
=========== =========== ============ =========== ============== ===========
</TABLE>
See accompanying notes.
F-10
<PAGE> 15
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
<TABLE>
<CAPTION>
1995 1994 1993
---------------- --------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 644,130 $ 284,053 $ 573,237
Adjustment to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Provision For Loan Losses 0 0 21,000
Depreciation 73,405 75,118 51,504
Amortization of Premium on Investments 725 12,333 26,194
Decrease (Increase) in Deferred Tax Asset, Net 206,256 139,250 (306,502)
(Increase) Decrease in Accrued Interest and Other
Assets (84,514) (68,518) 24,205
Increase in Accrued Interest and Other
Liabilities 200,777 29,978 15,204
---------------- --------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,040,779 472,214 404,842
---------------- --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds From Sales and Maturities of
Investment Securities 5,546,434 577,086 3,132,589
Purchases of Investment Securities (9,044,800) (574,178) (2,036,842)
Proceeds From Sales of Equipment 0 1,897 1,488
Purchases of Equipment and Construction (965,970) (9,959) (206,297)
(Increase) in Loans (3,124,096) (6,356,774) (2,133,731)
Proceeds From Sale of Real Estate Owned 0 0 200,000
Decrease in Federal Funds, Net 0 0 2,304,000
---------------- --------------- --------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (7,588,432) (6,361,928) 1,261,207
---------------- --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Deposits, Net 7,481,868 5,320,899 (1,992,591)
(Decrease) Increase in Federal Funds, Net (1,240,000) 1,060,000 0
Proceeds From Warrants Exercised 714,550 0 0
Proceeds From Options Exercised 96,480 0 0
---------------- --------------- --------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 7,052,898 6,380,899 (1,992,591)
---------------- --------------- --------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 505,245 491,185 (326,542)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,831,755 2,340,570 2,667,112
---------------- --------------- --------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,337,000 $ 2,831,755 $ 2,340,570
================ =============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- -------------------------------------------------
CASH AND CASH EQUIVALENTS
Cash and Demand Deposits Due From Banks $ 2,101,000 $ 2,831,755 $ 2,340,570
Federal Funds Sold 1,236,000 0 0
---------------- --------------- --------------
TOTAL $ 3,337,000 $ 2,831,755 $ 2,340,570
================ =============== ==============
CASH PAID FOR INTEREST $ 1,028,505 $ 445,155 $ 401,475
================ =============== ==============
DISPOSAL OF PREMISES AND EQUIPMENT
Cost $ 0 $ 2,035 110,514
(Accumulated Depreciation) 0 (138) (109,026)
---------------- --------------- --------------
TOTAL $ 0 $ 1,897 $ 1,488
================ =============== ==============
TOTAL INCOME TAXES PAID $ 0 $ 0 $ 0
================ =============== ==============
</TABLE>
See accompanying notes.
F-11
<PAGE> 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Citizens First Bancshares, Inc. (the Company) was formed in 1982 for
the purpose of becoming a bank holding company and is engaged in
bank and bank-related activities. Citizens First Bank of Ocala (the
Bank), the Company's wholly-owned subsidiary, was formed in 1978,
and began operations in Ocala, Florida in 1979.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, Citizens First Bank of
Ocala. All significant intercompany accounts and transactions have
been eliminated.
ACCOUNTING ESTIMATES
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 at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash, demand deposits due from
banks and federal funds sold. Generally, federal funds sold mature
within ninety days.
INVESTMENT SECURITIES
Effective January 1, 1994, the Company adopted the investment
categorization and carrying value rules as required by Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 115 (FASB No. 115), Accounting for Certain Investments
in Debt and Equity Securities. Under FASB No. 115, the Company is
required to classify acquired debt and equity securities into one of
three categories: held-to-maturity, available-for-sale and trading.
-- Investments in debt securities are classified as held-to-maturity
only if the Company has the positive intent and ability to hold
such securities to maturity. These investments are carried in
the consolidated balance sheets at amortized cost, i.e., cost
adjusted for amortization of premiums and accretion of discounts
as computed by the interest method.
-- All investments not classified as either held-to-maturity
securities or trading securities are classified as
available-for-sale. These securities are carried at market value
as of the date of the consolidated balance sheets. The unrealized
gains and losses on these securities are excluded from earnings
for the year. Instead, the net unrealized gain or loss, net of
the applicable deferred income taxes, is shown as a separate
component of stockholders' equity in the consolidated balance
sheets.
F-12
<PAGE> 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT SECURITIES (CONCLUDED)
-- Securities that are acquired and held principally for the purpose
of selling them in the near term are classified as trading
securities. Such securities, if any, are carried at market value
and the unrealized gains and losses on such securities is
included in income for the current year.
Prior to the adoption of FASB No. 115, investment debt securities
were stated at cost adjusted for amortization of premiums and
accretion of discounts as computed by the interest method.
Investments in marketable equity securities were carried at the
lower of cost or market value. Unrealized losses on such equity
securities considered to be temporary were charged against
stockholders' equity; declines in market value considered to be
other than temporary were charged to earnings.
Gains and losses on the sale of investment securities are computed
on the basis of specific identification of the adjusted cost of each
security.
NET INCOME PER COMMON SHARE
Net income per common share is calculated using the weighted average
number of shares outstanding during the year.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans are stated at face value, net of unearned discount and the
allowance for loan losses. Interest income on installment loans is
recognized using the method which approximates the interest method.
Interest income on commercial and real estate loans is recognized
using the effective interest method on the principal balances
outstanding.
The Company adopted Statement of Financial Accounting Standards No.
114 (FASB No. 114), Accounting by Creditors for Impairment of a Loan
on January 1, 1995. FASB No. 114 addresses the accounting by
creditors for impairment of certain loans, uncollateralized as well
as collateralized, except large groups of smaller-balance
homogeneous loans which the Bank considers to be credit card,
consumer installment and residential real estate loans that are
collectively evaluated for impairment. Also, FASB No. 114 requires
that impaired loans be measured either by the present value of
expected future cash flows discounted at the loan's effective
interest rate or at the loan's observable market price or the fair
value of the collateral if the loan is collateral dependent.
Management considers a loan impaired when it becomes probable that
there will be a loss resulting from the credit after foreclosure and
liquidation of the collateral or as a result of not receiving
payments when contractually agreed upon, which could result in a
loss of principal or interest.
F-13
<PAGE> 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOANS AND ALLOWANCE FOR LOAN LOSSES (CONCLUDED)
Nonaccrual loans are loans on which the accrual of interest has been
discontinued because either a reasonable doubt exists as to the full
and timely collection of interest or principal, or when a loan
becomes contractually past due ninety days or more with respect to
interest or principal. A nonaccrual loan may not have an
anticipated loss associated with it because of the collateral
supporting the credit and, therefore, not be considered impaired. An
impaired loan is anticipated to have a loss and may or may not be on
nonaccrual. When a loan is placed on nonaccrual status, all
interest previously accrued, but not collected, is reversed against
current period interest income. Interest income on nonaccrual loans
and impaired loans is recognized only to the extent cash is received
and where the future collection of principal is probable. Interest
accruals are resumed on such loans only when they are brought fully
current with respect to interest and principal and when, in
management's judgment, the loans are estimated to be fully
collectible as to both principal and interest.
The allowance for loan losses is established through a
provision for loan losses charged to expense. The allowance
represents an amount which, in management's judgment, will be
adequate to absorb probable losses on existing loans that may
ultimately become uncollectible. Management's judgment in
determining the adequacy of the allowance is based on evaluations of
the collectibility of loans. These evaluations take into
consideration such factors as changes in the nature and volume of
the loan portfolio, current economic conditions that may affect the
borrower's ability to pay, overall portfolio quality, and review of
specific problem loans.
Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is
unlikely.
LOAN ORIGINATION FEES
Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield on the
related loan.
REAL ESTATE OWNED
Real estate acquired by foreclosure or deed in lieu of
foreclosure is carried at the lower of its estimated fair value less
estimated costs to sell or the balance of the related loan at the
date the real estate is acquired. Costs relating to the development
and improvement of the real estate are capitalized, whereas those
costs related to holding the real estate are charged to expense.
Sales of real estate owned are recorded under the full accrual
method of accounting. Under this method, a sale is not recognized
until payments received aggregate a specific required percentage of
the contract sales price. Losses are charged to operations as
incurred or when it is determined that the investment in such real
estate is greater than the estimated net realizable value.
F-14
<PAGE> 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BANK PREMISES AND EQUIPMENT
Land is stated at cost. Bank premises and equipment are stated
at cost less accumulated depreciation. Depreciation is computed
using the straight-line method over the estimated useful lives of
the respective assets as follows:
Buildings and Improvements 5 to 35 Years
Furniture, Fixtures and Equipment 5 to 10 Years
Leasehold Improvements 3 Years
Gains or losses realized on the disposition of properties are
reflected in other operating income. Depreciation expense for 1995
was $73,405, $75,118 for 1994, and $51,504 for 1993.
INCOME TAXES
Federal and state income taxes are provided on income reported
for financial statement purposes and include both current and
deferred income tax expense. Current income tax expense is recorded
to reflect income taxes based upon the tax returns filed with the
appropriate taxing agencies. Deferred income taxes are recorded to
reflect the tax consequences on future years of differences between
the tax bases of assets and liabilities and their financial
reporting amounts at year end. The change in deferred taxes
attributable to the carrying value of investments categorized as
"Available-For-Sale" is recognized as a change in stockholders'
equity. The change in deferred income taxes attributable to all
other timing differences is recognized as deferred income tax
expense or benefit. The tax benefit related to operating loss and
tax credit carryforwards, if any, are recognized if management
believes, based on available evidence, that it is more likely than
not that they will be realized. Investment tax credits, if any, are
accounted for under the flow-through method.
Citizens First Bancshares, Inc. files consolidated federal and
state income tax returns with its subsidiary, Citizens First Bank of
Ocala. Federal and state income taxes are allocated between the
Company and its subsidiary in proportion to the respective
contributions to consolidated taxable income.
EARNINGS PER SHARE
Earnings per share are based on the weighted average number of
shares of common stock outstanding, adjusted retroactively for stock
dividends and stock splits.
CONCENTRATION OF CREDIT RISK
The Bank grants agribusiness, commercial, and residential loans
primarily to customers in Marion County in the state of Florida.
Although the Bank has a diversified loan portfolio, a substantial
portion of its debtors' ability to honor their contracts is
dependent upon the real estate economic sector as described in note
4.
F-15
<PAGE> 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)
REGULATORY AGENCIES
The payment of dividends to stockholders is subject to certain
regulatory restrictions. Based on these restrictions, $630,601 was
available for payment of dividends without regulatory approval
during 1995.
The Board of Governors of the Federal Reserve System has specified
guidelines for purposes of evaluating a bank's capital adequacy.
Currently, banks must maintain a minimum primary capital ratio of
capital to risk assets of 8.0%. Primary capital includes the
Company's stockholders' equity and the allowance for loan losses.
At December 31, 1995, the primary capital ratio of capital to risk
assets was in excess of 10%.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with
current financial reporting to facilitate comparison of the
financial data.
NOTE 2 - REGULATORY ISSUES
On November 10, 1994, the Board of Directors signed a Memorandum of
Understanding with the Federal Reserve Bank of Atlanta/Consumer
Affairs whereby the Bank agrees to comply with the requirements and
remedy the repeat violations found in the lending area during the
Bank's previous two Consumer Affairs Examinations. Memorandum
requirements ensure the Bank maintains a strong compliance position
with the various regulators.
NOTE 3 - INVESTMENT SECURITIES
At December 31, 1995 and 1994, all securities were classified as
available-for-sale and, therefore, were carried at market value.
The carrying value of securities, including information regarding
amortized cost, gross unrealized gains, gross unrealized losses and
market value is tabulated below:
<TABLE>
<CAPTION>
DECEMBER 31, 1995 AVAILABLE-FOR-SALE
------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury Securities $ 1,001,225 $ 2,525 $ 0 $ 1,003,750
U.S. Government Agencies 6,993,334 26,691 (41,717) 6,978,308
Equity Securities 222,150 0 0 222,150
Mortgage-Backed Securities 432,992 943 0 433,935
------------ ------------ ------------ ------------
TOTAL - DECEMBER 31, 1995 $ 8,649,701 $ 30,159 $ (41,717) $ 8,638,143
============ ============ ============ ============
</TABLE>
F-16
<PAGE> 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 3 - INVESTMENT SECURITIES (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1994 AVAILABLE-FOR-SALE
------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury Securities $ 2,005,662 $ 0 $ (40,452) $1,965,210
U.S. Government Agencies 2,484,484 0 (75,123) 2,409,361
Equity Securities 169,850 0 0 169,850
Mortgage-Backed Securities 492,063 0 (13,071) 478,992
------------ ------------ ------------ ----------
TOTAL - DECEMBER 31, 1994 $ 5,152,059 $ 0 $ (128,646) $5,023,413
============ ============ ============ ==========
<CAPTION>
DECEMBER 31, 1993
------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------ ------------ ------------ ------------
U.S. Treasury Securities and
U.S. Government Agencies $ 4,516,076 $ 5,473 $ (9,668) $4,511,881
Equity Securities 82,000 0 0 82,000
Mortgage-Backed Securities 569,225 19,171 0 588,396
------------ ------------ ------------ ----------
TOTAL - DECEMBER 31, 1993 $ 5,167,301 $ 24,644 $ (9,668) $5,182,277
============ ============ ============ ==========
</TABLE>
The carrying value and estimated market value of investment
securities at December 31, 1995, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO
(IN THOUSANDS)
-------------------------------------------------------------------------------
DECEMBER 31, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993
------------------------ -------------------------- --------------------------
ESTIMATED ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE COST VALUE
----------- ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Due in One Year or Less $ 2,500 $ 2,460 $ 2,006 $ 1,965 $ 507 $ 513
Due After One Year
Through Five Years 5,494 5,522 2,484 2,409 4,009 3,999
Due After Five Years
Through Ten Years 0 0 0 0 0 0
Due After Ten Years 0 0 0 0 0 0
----------- ----------- ------------ ------------ ------------ ------------
7,994 7,982 4,490 4,374 4,516 4,512
Equity Securities 222 222 170 170 82 82
Mortgage-Backed
Securities 434 434 492 479 569 588
----------- ----------- ------------ ------------ ------------ ------------
TOTAL $ 8,650 $ 8,638 $ 5,152 $ 5,023 $ 5,167 $ 5,182
=========== =========== ============ ============ ============ ============
</TABLE>
F-17
<PAGE> 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 3 - INVESTMENT SECURITIES (CONCLUDED)
In computing recognized gains and losses, cost is determined using
specific identification of securities. Proceeds from calls and
sales of investment securities classified as available-for-sale
during 1995 were $2,481,484, with gross gains of $14,708 and gross
losses of $2,164. For 1994, there were no sales of investment
securities. There were no sales or transfers of assets classified
as held-to-maturity during 1995 and 1994.
As of December 31, 1995, investment securities with a carrying value
of $785,685 were pledged as collateral for public funds and federal
funds purchased.
UNREALIZED GAIN ON SECURITIES AVAILABLE-FOR-SALE
As discussed in note 1, effective January 1, 1994, the Company
adopted the investment categorization and carrying value rules as
required by FASB No. 115. Under this statement, the unrealized gain
or loss on investment securities available-for-sale, net of the
applicable deferred income taxes, is shown as a separate component
of stockholder's equity in the consolidated balance sheets. The
following is a summary of the effects of the statement of
stockholders' equity as of December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Gross Unrealized (Losses) on Investment Securities
Available-For-Sale $ (11,558) $ (128,647)
Deferred Income Tax Asset on Unrealized Gain 4,349 48,410
------------- -------------
NET (DECREASE) IN STOCKHOLDERS' EQUITY $ (7,209) $ (80,237)
============= =============
</TABLE>
The Company does not hold in its investment portfolio any derivative
financial instruments as defined in FASB No. 119, Disclosure About
Derivative Financial Instruments and Fair Value of Financial
Instruments.
NOTE 4 - LOANS
Major classifications of loans at December 31, 1995 and 1994, are
summarized as follows:
<TABLE>
<CAPTION>
1995 1994
------------------ ------------------
<S> <C> <C>
Real Estate $ 14,791,410 $ 15,035,879
Commercial 4,253,952 1,871,171
Installment 6,675,893 5,709,879
Other 20,832 13,753
------------------ ------------------
Total Loans 25,742,087 22,630,682
(Unearned Discount) (22,864) (30,056)
------------------ ------------------
25,719,223 22,600,626
(Allowance For Possible Loan Losses) (404,781) (410,280)
------------------ ------------------
TOTAL LOANS, NET $ 25,314,442 $ 22,190,346
================== ==================
</TABLE>
F-18
<PAGE> 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 4 - LOANS (CONCLUDED)
During 1995 and 1994, the Bank held loans and engaged in
transactions in the ordinary course of business with certain of its
directors and officers, and their affiliated businesses. Loans to
such persons and businesses aggregate approximately $545,275 and
$575,522 at December 31, 1995 and 1994, respectively. During 1995,
there were no new loans to such related parties and repayments
amounted to $30,247.
Loans on which the accrual of interest had been discontinued
aggregated $298,035 and $7,255 at December 31, 1995 and 1994,
respectively. If interest on these loans had been accrued, such
income would have approximated $21,449 and $512 for 1995 and 1994,
respectively.
Changes in allowance for possible loan losses were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
BALANCE, BEGINNING OF YEAR $ 410,280 $ 386,754 $ 303,201
Provision Charged to Operations 0 0 21,000
Loans Charged Off (34,031) (17,123) (14,777)
Recoveries 28,532 40,649 77,330
------------ ------------ ------------
BALANCE, END OF YEAR $ 404,781 $ 410,280 $ 386,754
============ ============ ============
</TABLE>
During 1995, the Company did not record any investment in impaired
loans and, at December 31, 1995, the balance was zero. Accordingly,
the average recorded investment in impaired loans was zero, as well
as the applicable allowance and interest income recognized.
NOTE 5 - BANK PREMISES AND EQUIPMENT
Major classifications at December 31, 1995 and 1994, are summarized
as follows:
<TABLE>
<CAPTION>
1995 1994
------------- --------------
<S> <C> <C>
Buildings $ 698,630 $ 698,630
Furniture, Fixtures and Equipment 937,324 934,661
------------- --------------
Total Bank Premises and Equipment 1,635,954 1,633,291
(Accumulated Depreciation) (1,144,016) (1,070,611)
------------- --------------
491,938 562,680
Construction in Process 963,308 0
Land 458,576 458,576
------------- --------------
TOTAL BANK PREMISES AND EQUIPMENT - COST
LESS DEPRECIATION $ 1,913,822 $ 1,021,256
============= ==============
</TABLE>
F-19
<PAGE> 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 5 - BANK PREMISES AND EQUIPMENT (CONCLUDED)
In July 1995, the Company began construction on a new main office
bank building at an approximate cost of $1,300,000, which includes
building construction, demolition, computer cabling, telephone, and
office furniture and fixtures. Upon completion, the existing main
office building will be demolished. At December 31, 1995, the
construction was substantially complete. Cost incurred of $963,308
is recorded as construction in process and included in bank premises
and equipment. The new building opened in January 1996, and
demolition of the former building was completed by the end of the
same month which will result in an accounting write-down of $153,334
for 1996.
With the opening of the new building, the Company closed its College
Road Branch office in January 1996.
At December 31, 1995, the Company has contracted to sell the lot
adjacent to the main office for a purchase price of $300,000. The
transaction was completed in January 1996 and resulted in a gain to
the Company of $194,065.
Depreciation expense was $73,405, $75,118 and $51,504 in 1995, 1994
and 1993, respectively.
NOTE 6 - DEPOSITS
Included in interest-bearing deposits are certificates of deposit in
amounts of $100,000 or more. These certificates and their remaining
maturities at December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
1995 1994
------------- --------------
<S> <C> <C>
Three Months or Less $ 1,406,102 $ 511,068
Four Through Six Months 600,000 450,000
Seven Through Twelve Months 1,454,657 1,408,558
Over Twelve Months 700,000 300,000
------------- --------------
TOTAL $ 4,160,759 $ 2,669,626
============= ==============
A summary of interest on deposits is as follows at December 31:
1995 1994
------------- --------------
Interest-Bearing Demand Deposits $ 160,400 $ 155,571
Savings 127,163 64,451
Time Deposits of $100,000 or More 227,063 71,472
Other Time Deposits 673,193 165,370
------------- --------------
TOTAL $ 1,187,819 $ 456,864
============= ==============
</TABLE>
F-20
<PAGE> 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 6 - DEPOSITS (CONCLUDED)
A five-year future maturity on time deposits is as follows at
December 31:
<TABLE>
<CAPTION>
YEAR OF MATURITY 1995 1994
---------------- ------------- --------------
<S> <C> <C>
1995 $ 0 $ 6,079,755
1996 13,376,067 1,552,967
1997 2,433,246 704,804
1998 286,476 0
1999 248,994 202,313
2000 215,508 0
------------- --------------
TOTAL $ 16,560,291 $ 8,539,839
============= ==============
</TABLE>
NOTE 7 - BORROWED FUNDS
Borrowed funds consist of short-term borrowings of federal funds
purchased. At the close of 1995 and 1994, the Company had $0 and
$1,240,000 in federal funds purchased, with a weighted average
interest rate of 5.50% in 1994. For 1995, the maximum amount of
federal funds borrowed at any month end was $1,240,000. The average
federal funds outstanding for 1995 was $148,000 at a weighted
average interest rate of 4.48%. The securities underlying the
agreements were held in safekeeping.
NOTE 8 - LEASES
The Bank leases various other equipment under operating lease
agreements expiring at various times through 1996. Rent expense was
$46,409, $45,429 and $95,227 for the years ended December 31, 1995,
1994 and 1993, respectively.
NOTE 9 - INCOME TAXES
As of December 31, 1995, the Bank had net operating loss
carryforwards of approximately $575,000 for federal income tax
purposes. These carryforwards may be used to offset taxable income
in future periods expiring at various times through the year 2010.
The total provision (benefit) for income taxes in the consolidated
statements of income is as follows:
F-21
<PAGE> 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 9 - INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------- -------------
<S> <C> <C> <C>
CURRENT INCOME TAX EXPENSE
U.S. Federal $ 0 $ 0 $ 0
State of Florida 0 0 0
------------ ------------- -------------
TOTAL CURRENT INCOME TAX EXPENSE 0 0 0
------------ ------------- -------------
DEFERRED INCOME TAX (BENEFIT)
U.S. Federal (16,742) 129,713 59,758
State of Florida 14,126 9,537 4,566
------------ ------------- -------------
TOTAL DEFERRED INCOME TAX (BENEFIT), EXCLUSIVE
OF NET OPERATING LOSS (2,616) 139,250 64,234
------------ ------------- -------------
INCOME TAX BENEFIT FROM REALIZATION OF NET
OPERATING LOSS CARRYOVER 218,872 0 0
------------ ------------- -------------
TOTAL INCOME TAX EXPENSE $ 216,256 $ 139,250 $ 64,234
============ ============= =============
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993
------------------------ ---------------------- ----------------------
AMOUNT % AMOUNT % AMOUNT %
------------- --------- ------------- ------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Computed "Expected" Income
Tax Expense $ 292,532 34.0% $ 143,923 34.0% $87,277 32.7%
State Income Taxes, Net of
Federal Income Tax 21,510 2.5 10,582 2.5 6,669 2.5
Difference Between Estimate
and Actual of Net Operating
Loss Carryover (91,575) (10.6) 0 .0 0 .0
Other (6,211) (.8) (15,255) (3.6) (29,622) (11.1)
------------- -------- ----------- ----- ------- -----
TOTAL $ 216,256 25.1% $ 139,250 32.9% $64,324 24.1%
============= ======== =========== ===== ======= =====
</TABLE>
Deferred tax liabilities (assets) are comprised of the following at
December 31:
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------- -------------
<S> <C> <C> <C>
DEFERRED TAX LIABILITIES
Depreciation $ 91,751 $ 70,027 $ 56,249
Deferred Expenses and Income 108,705 66,383 56,658
Allowance For Possible Loan Losses 78,293 78,293 78,293
------------ ------------- -------------
GROSS DEFERRED TAX LIABILITIES 278,749 214,703 191,200
------------ ------------- -------------
DEFERRED TAX (ASSETS)
Tax Net Operating Loss 139,283 358,155 471,126
Deferred Expenses Payable 100,462 23,800 26,576
Investment Securities Available-For-Sale 4,349 48,410 0
------------ ------------- -------------
GROSS DEFERRED TAX (ASSETS) (244,094) (430,365) (497,702)
------------ ------------- -------------
NET DEFERRED TAX LIABILITIES (ASSETS) $ 34,655 $ (215,662) $ (306,502)
============ ============= =============
</TABLE>
F-22
<PAGE> 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 9 - INCOME TAXES (CONCLUDED)
The sources of timing differences and the related income tax effect
for the years indicated are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------------ --------- -----------
<S> <C> <C> <C>
Provision For Possible Loan Losses For
Income Tax Purposes Greater Than For
Financial Statement Purposes $ 0 $ 0 $ 7,902
Adjustment For Accrual to Cash Income
and Expenses 34,340 (12,501) 19,303
Depreciation Deducted For Tax Purposes
(Less) Than Recognized as Expense
For Financial Statement Purposes (21,724) (13,778) 0
Utilization of Net Operating Loss (218,872) (112,971) (91,529)
Other (10,000) 0 0
------------ --------- -----------
TOTAL $ (216,256) $(139,250) $ (64,324)
============ ========= ===========
</TABLE>
NOTE 10 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value:
CASH AND SHORT-TERM INVESTMENTS
For those short-term instruments, the carrying amount is considered
a reasonable estimate of fair value.
INVESTMENT SECURITIES
For marketable equity securities held for investment purposes, fair
values are based on quoted market prices or dealer quotes. For
other securities held as investments, fair value equals quoted
market price, if available. If a quoted market price is not
available, fair value is estimated using quoted market prices for
similar securities.
LOANS RECEIVABLE
The fair value of loans is estimated by discounting the future cash
flows using the current rates at which similar loans would be made
to borrowers with similar credit ratings and for the same remaining
maturities.
DEPOSIT LIABILITIES
The fair value of demand deposits, savings accounts, and certain
money market deposits is the amount payable on demand at the
reporting date. The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for deposits
of similar remaining maturities.
F-23
<PAGE> 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 10 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT
Substantially all of the Company's commitments to extend credit and
standby letters of credit are at variable rates and are subjected to
the same credit criteria as for recognized loans receivable. The
variable rates ascribed to these commitments to extend credit and
standby letters of credit approximate market rates for such
instruments. Accordingly, the carrying amount is considered a
reasonable estimate of fair value.
The estimated fair values of the Company's financial instruments at
December 31, 1995, are as follows:
<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
-------------- ---------------
<S> <C> <C>
FINANCIAL ASSETS
Cash and Short-Term Investments $ 2,102,200 $ 2,102,200
Federal Funds Sold 1,236,000 1,236,000
Investment Securities 8,638,143 8,638,143
Loans Receivable, Net 25,314,442 25,565,836
FINANCIAL LIABILITIES
Deposits 34,714,309 34,595,589
UNRECOGNIZED FINANCIAL INSTRUMENTS
Commitments to Extend Credit 1,024,100 1,024,000
Standby Letters of Credit 260,000 260,000
Unused Lines of Credit 2,743,056 2,743,056
FINANCIAL INSTRUMENTS WHOSE NOTIONAL OR CONTRACT
AMOUNTS EXCEED THE AMOUNT OF CREDIT RISK
Mortgages With Interest Rate Caps 5,384,000 5,384,000
</TABLE>
The Company is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the
financing needs of its customers and to reduce its own exposure to
fluctuations in interest rates. These financial instruments include
commitments to extend credit, standby letters of credit and interest
rate caps and floors written. Those instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the
amount recognized in the statement of financial position. The
contract or notional amounts of those instruments reflect the extent
of involvement the Company has in particular classes of financial
instruments.
F-24
<PAGE> 29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 10 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONCLUDED)
The Company's exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to
extend credit and standby letters of credit written is represented
by the contractual notional amount of those instruments. The
Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.
For interest rate caps and floors, the contract or notional amounts
do not represent exposure to credit loss.
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent
future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral
obtained if deemed necessary by the Company upon extension of credit
is based on management's credit evaluation of the counterparty.
Collateral held varies but may include accounts receivable,
inventory, property, plant, and equipment, and income-producing
commercial properties.
Standby letters of credit and financial guarantees written are
conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party. Those guarantees are
primarily issued to support public and private borrowing
arrangements, including commercial paper, bond financing, and
similar transactions. Most guarantees extend for only one year.
The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loan facilities to customers.
NOTE 11 - STOCK OFFERING/STOCK WARRANTS
In April 1992, the Company prepared an offering circular in which it
offered to existing shareholders of record of the Company at
December 31, 1991, and to selected residents in the community of
Ocala, Florida, up to 250,000 units (the units), with each unit
consisting of one share of common stock of the Company, $.10 par
value, and one warrant to purchase one share of common stock. The
Company increased its authorized number of shares of common stock
from 250,000 shares to 750,000 shares to accommodate the offering.
The purchase price of a unit was $10.00 per share. The warrants
were exchangeable on a one-to-one basis for common stock at a price
of $10.00 per share for a period of three years following the
expiration of the offering. A total of 73,425 units were sold
during 1992 resulting in the issuance of 73,425 shares of $.10 par
value common stock and 73,425 warrants.
During 1995, all warrants were either exercised or lapsed. As a
result of the warrants exercised, 71,455 shares of common stock were
issued for a total of $714,551.
F-25
<PAGE> 30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 12 - PARENT COMPANY ONLY FINANCIAL STATEMENTS
Condensed financial statements of Citizens First Bancshares, Inc.
(Parent Company Only) for December 31, 1995, 1994 and 1993, are
presented as follows:
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
1995 1994 1993
----------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Cash $ 1,293 $ 361 $ 7,731
Investments in Wholly-Owned Subsidiary,
at Equity in Underlying Assets 4,471,737 2,944,479 2,733,293
----------- ------------- -------------
TOTAL ASSETS 4,473,030 2,944,840 $ 2,741,024
=========== ============= =============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
LIABILITIES
Other 738 737 737
----------- ------------- -------------
STOCKHOLDERS' INVESTMENT
Common Stock 30,448 22,343 22,343
Capital Surplus 3,818,452 3,015,526 3,015,526
Unrealized Losses on Certain
Securities (7,209) (80,237) 0
Retained Earnings (Deficit) 630,601 (13,529) (297,582)
----------- ------------- -------------
TOTAL STOCKHOLDERS' INVESTMENT 4,472,292 2,944,103 2,740,287
----------- ------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
INVESTMENT $ 4,473,030 $ 2,944,840 $ 2,741,024
=========== ============= =============
CONDENSED STATEMENTS OF INCOME
1995 1994 1993
----------- ------------- -------------
INCOME
Interest $ 0 $ 0 $ 0
Other 6,000 2,500 0
----------- ------------- -------------
TOTAL INCOME 6,000 2,500 0
----------- ------------- -------------
EXPENSES
Other Expense (16,100) (9,870) (6,661)
----------- ------------- -------------
(LOSS) BEFORE EQUITY IN UNDISTRIBUTED
EARNINGS OF SUBSIDIARY (10,100) (7,370) (6,661)
EQUITY IN UNDISTRIBUTED EARNINGS OF
SUBSIDIARY 654,230 291,423 579,898
----------- ------------- -------------
NET INCOME $ 644,130 $ 284,053 $ 573,237
=========== ============= =============
</TABLE>
F-26
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONTINUED)
NOTE 12 - PARENT COMPANY ONLY FINANCIAL STATEMENTS (CONCLUDED)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1995 1994 1993
----------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 644,130 $ 284,053 $ 573,237
Adjustments to Reconcile Net Income to
Net Cash (Used In) Operating Activities:
Income From Subsidiary (654,230) (291,423) (579,898)
Other 2 (1) 1
----------- ------------- -------------
NET CASH (USED IN) OPERATING ACTIVITIES (10,098) (7,371) (6,660)
----------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Warrants Exercised 714,550 0 0
Proceeds From Options Exercised 96,480 0 0
----------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 811,030 0 0
----------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Infusion to Subsidiary (800,000) 0 0
----------- ------------- -------------
INCREASE (DECREASE) IN CASH 932 (7,371) (6,660)
CASH, BEGINNING OF YEAR 361 7,732 14,392
----------- ------------- -------------
CASH, END OF YEAR $ 1,293 $ 361 $ 7,732
=========== ============= =============
</TABLE>
NOTE 13 - PENSION PLAN
The Company established a 401(k) pension plan in 1993 that covers
all eligible officers and employees. Employees may elect to defer
up to 15% of their annual compensation. The Company may match 10%
of the compensation deferred by the employee up to a maximum of 6%
of the employee's annual compensation. Contributions to the plan by
the Company charged to operations were $2,325 in 1995, $1,797 in
1994, and $0 in 1993.
NOTE 14 - STOCK OPTIONS
The Company adopted a stock option plan on May 13, 1993, granting
its officers the option to purchase shares of its common stock at an
option price of $10.05 per share. The maximum number of shares that
may be optioned or sold under the plan is 50,000 shares. Of the
options granted during the year, 40% of that amount vests
immediately. The remaining vesting schedule is at the rate of 20%
per year beginning December 1, 1993, and increasing each December 1
thereafter.
F-27
<PAGE> 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
OCALA, FLORIDA
(CONCLUDED)
NOTE 14 - STOCK OPTIONS (CONCLUDED)
During 1994, one employee terminated employment. The terminating
employees' 9,600 vested options were exercised during 1995 for
$10.05 per share, or a total of $96,480.
Shares under option at December 31, 1995, are as follows:
<TABLE>
<CAPTION>
SHARES
UNDER OPTION
----------
<S> <C>
Outstanding, Beginning of Year 27,600
Forfeited During the Year (9,600)
----------
Outstanding, End of Year 18,000
==========
</TABLE>
In November 1995, holders of the options discussed above agreed to
exercise their options prior to the merger described in note 16.
NOTE 15 - CONTINGENCIES AND LEGAL MATTERS
The Company is not a party to, nor is any of its property the
subject of, any material pending legal proceedings, other than
ordinary routine proceedings incidental to the business of banking.
The Company is involved in legal proceedings primarily involving the
recovery of loans previously charged off or adequately provided for
in the allowance for loan losses. After a review of all litigation
with the Company's legal counsel, the Company's management believes
that the resolution of these matters will not have a material effect
on the Company's or the Bank's financial position, liquidity or
results of operations. The Company is involved in a lawsuit filed
by another banking corporation who contends that such institution,
instead of the Company, hold first lien position on certain real
property. The Attorney's Title Insurance Fund, Inc. (ATIF) is
vigorously defending the Company's claim to first lien position and
the Company believes that ATIF will indemnify and make whole the
Company pursuant to the title policy provided by ATIF. Absent any
defense to coverage under the exclusion provisions of the title
policy, the Company believes that ATIF will be obligated to
reimburse (up to $240,000, the maximum amount of insurance coverage
under the policy) the Company for losses it incurs as a result of
the litigation together with attorneys' fees and other costs as
provided by terms of the policy.
NOTE 16 - MERGER COMMITMENTS
An Agreement and Plan of Merger, dated October 19, 1995, was signed
by the Company in anticipation of being acquired by a local
financial institution. A due diligence investigation has been
completed and a Form S-4 Registration Statement filed with the
Securities and Exchange Commission on January 2, 1996 under the
Securities Act of 1993. Regulatory approval is pending.
F-28
<PAGE> 33
PRO FORMA FINANCIAL INFORMATION
<PAGE> 34
PRO FORMA COMBINED CONDENSED BALANCE SHEET
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
AS OF MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
- ------
Cash and due from banks . . . . . . . $ 13,787 $ 1,988 $ 15,775
Federal funds sold . . . . . . . . . 8,874 1,846 10,720
Due from banks (time) . . . . . . . . 1 1
Investment securities (market value
$219,686) . . . . . . . . . . . . . 212,555 7,131 219,686
Loans . . . . . . . . . . . . . . . . 235,626 26,303 261,929
less allowance for loan losses . . (3,400) (404) (3,804)
Bank premises and equipment . . . . . 7,583 1,965 9,548
Other real estate owned . . . . . . . 529 0 529
Accrued interest . . . . . . . . . . 4,726 254 4,980
Other assets . . . . . . . . . . . . 2,097 38 2,135
-------------- ------------- ----------------- ---------------
TOTAL ASSETS . . . . . . . . . . . . . 482,377 39,122 $ 0 521,499
============== ============= ================= ===============
LIABILITIES
- -----------
Deposit:
Noninterest-bearing . . . . . . . . 41,185 7,180 48,365
Interest-bearing . . . . . . . . . 383,067 27,041 410,108
-------------- ------------- ----------------- ---------------
Total deposits . . . . . . . . . . . 424,252 34,221 0 458,473
Securities sold under agreements to
repurchase . . . . . . . . . . . . 6,889 6,889
Accrued interest payable . . . . . . 3,563 98 3,661
Other liabilities . . . . . . . . . . 2,176 178 2,354
-------------- ------------- ----------------- ---------------
TOTAL LIABILITIES . . . . . . . . . . . 436,880 34,497 0 471,377
-------------- ------------- ----------------- ---------------
SHAREHOLDERS' EQUITY
- --------------------
Common stock . . . . . . . . . . . . 42 30 (26)(1) 46
Surplus . . . . . . . . . . . . . . . 11,208 3,818 26 15,052
Retained earnings . . . . . . . . . . 33,470 800 34,270
Unrealized gains (losses) on certain
securities . . . . . . . . . . . . 1,569 (23) 1,546
Treasury stock . . . . . . . . . . . (792) (792)
-------------- ------------- ----------------- ---------------
TOTAL SHAREHOLDERS' EQUITY . . . . . . 45,497 4,625 0 50,122
-------------- ------------- ----------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY . . . . . . . . . . . . . . . $ 482,377 $ 39,122 $ 0 $ 521,499
============== ============= ================= ===============
</TABLE>
(1) To reflect 425,000 shares of CBI common stock issued for all of the
outstanding shares of CFB common stock.
<PAGE> 35
PRO FORMA CONDENSED STATEMENT OF INCOME
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 8,769 $ 802 $ 0 $ 9,571
Interest expense . . . . . . . . . . . 4,213 312 0 4,525
-------------- ------------- ----------------- ---------------
Net interest income . . . . . . . . . . 4,556 490 0 5,046
Provision for loan loss . . . . . . . . 0 0 0 0
-------------- ------------- ----------------- ---------------
Net interest after provision for loan
loss . . . . . . . . . . . . . . . . 4,556 490 0 5,046
Noninterest income . . . . . . . . . . 657 317 0 974
Noninterest expense . . . . . . . . . . 2,733 536 0 3,269
-------------- ------------- ----------------- ---------------
Income before income taxes . . . . . . 2,480 271 0 2,751
Income tax provision . . . . . . . . . 652 102 0 754
-------------- ------------- ----------------- ---------------
Net income . . . . . . . . . . . . . . $ 1,828 $ 169 $ 0 $ 1,997
============== ============= ================= ===============
Primary earnings per share . . . . . . $ .45 $ .00 $ .00 $ .45
============== ============= ================= ===============
Fully-diluted earnings per share . . . $ .45 $ .00 $ .00 $ .45
============== ============= ================= ===============
Average shares outstanding - primary . 4,061 0 0 4,486
============== ============= ================= ===============
Average shares outstanding- fully-
diluted . . . . . . . . . . . . . . . 4,061 0 0 4,486
============== ============= ================= ===============
</TABLE>
<PAGE> 36
PRO FORMA CONDENSED STATEMENT OF INCOME
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 7,914 $ 668 $ 0 $ 8,582
Interest expense . . . . . . . . . . . 3,720 223 0 3,943
-------------- ------------- ----------------- ---------------
Net interest income . . . . . . . . . . 4,194 445 0 4,639
Provision for loan loss . . . . . . . . 30 0 0 30
-------------- ------------- ----------------- ---------------
Net interest after provision for loan
loss . . . . . . . . . . . . . . . . 4,164 445 0 4,609
Noninterest income . . . . . . . . . . 634 139 0 773
Noninterest expense . . . . . . . . . . 2,783 415 0 3,198
-------------- ------------- ----------------- ---------------
Income before income taxes . . . . . . 2,015 169 0 2,184
Income tax provision . . . . . . . . . 510 55 0 565
-------------- ------------- ----------------- ---------------
Net income . . . . . . . . . . . . . . $ 1,505 $ 114 $ 0 $ 1,619
============== ============= ================= ===============
Primary earnings per share . . . . . . $ .37 $ .00 $ .00 $ .36
============== ============= ================= ===============
Fully-diluted earnings per share . . . $ .37 $ .00 $ .00 $ .36
============== ============= ================= ===============
Average shares outstanding - primary . 4,052 0 0 4,477
============== ============= ================= ===============
Average shares outstanding - fully-
diluted . . . . . . . . . . . . . . . 4,052 0 0 4,477
============== ============= ================= ===============
</TABLE>
<PAGE> 37
PRO FORMA CONDENSED STATEMENT OF INCOME
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
YEAR ENDED DECEMBER 31, 1993
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 27,499 $ 1,756 $ 0 $ 29,255
Interest expense . . . . . . . . . . . 11,786 385 0 12,171
-------------- ------------- ----------------- ---------------
Net interest income . . . . . . . . . . 15,713 1,371 0 17,084
Provision for loan loss . . . . . . . . 1,075 21 0 1,096
-------------- ------------- ----------------- ---------------
Net interest after provision for loan
loss . . . . . . . . . . . . . . . . 14,638 1,350 0 15,988
Noninterest income . . . . . . . . . . 2,574 540 0 3,114
Noninterest expense . . . . . . . . . . 9,897 1,624 0 11,521
-------------- ------------- ----------------- ---------------
Income before income taxes . . . . . . 7,315 266 0 7,581
Income tax provision . . . . . . . . . 1,842 64 0 1,906
-------------- ------------- ----------------- ---------------
Income from continuing operations
before cumulative effect of change
in accounting principle . . . . . . . 5,473 202 0 5,675
Cumulative effect of change in
accounting principle . . . . . . . . 255 371 0 626
-------------- ------------- ----------------- ---------------
Net income . . . . . . . . . . . . . . $ 5,728 $ 573 0 $ 6,301
============== ============= ================= ===============
Primary earnings per share . . . . . . $ 1.41 $ .00 $ .00 $ 1.41
============== ============= ================= ===============
Fully-diluted earnings per share . . . $ 1.41 $ .00 $ .00 $ 1.41
============== ============= ================= ===============
Average shares outstanding - primary . 4,050 0 0 4,475
============== ============= ================= ===============
Average shares outstanding - fully-
diluted . . . . . . . . . . . . . . . 4,050 0 0 4,475
============== ============= ================= ===============
</TABLE>
<PAGE> 38
PRO FORMA CONDENSED STATEMENT OF INCOME
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 29,594 $ 2,066 $ 0 $ 31,660
Interest expense . . . . . . . . . . . 12,455 464 0 12,919
-------------- ------------- ----------------- ---------------
Net interest income . . . . . . . . . . 17,139 1,602 0 18,741
Provision for loan loss . . . . . . . . 600 0 0 600
-------------- ------------- ----------------- ---------------
Net interest after provision for loan
loss . . . . . . . . . . . . . . . . 16,539 1,602 0 18,141
Noninterest income . . . . . . . . . . 2,005 491 0 2,496
Noninterest expense . . . . . . . . . . 10,457 1,670 0 12,127
-------------- ------------- ----------------- ---------------
Income before income taxes . . . . . . 8,087 423 0 8,510
Income tax provision . . . . . . . . . 2,082 139 0 2,221
-------------- ------------- ----------------- ---------------
Net income . . . . . . . . . . . . . . $ 6,005 $ 284 $ 0 $ 6,289
============== ============= ================= ===============
Primary earnings per share . . . . . . $ 1.48 $ .00 $ .00 $ 1.41
============== ============= ================= ===============
Fully-diluted earnings per share . . . $ 1.48 $ .00 $ .00 $ 1.41
============== ============= ================= ===============
Average shares outstanding - primary . 4,048 0 0 4,473
============== ============= ================= ===============
Average shares outstanding - fully-
diluted . . . . . . . . . . . . . . . 4,048 0 0 4,473
============== ============= ================= ===============
</TABLE>
<PAGE> 39
PRO FORMA CONDENSED STATEMENT OF INCOME
CITI-BANCSHARES, INC. AND SUBSIDIARY AND
CITIZENS FIRST BANCSHARES, INC. AND SUBSIDIARY
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CBI AND CFB
CBI CFB ADJUSTMENTS PRO FORMA
-------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 34,028 $ 3,132 $ 0 $ 37,160
Interest expense . . . . . . . . . . . 16,512 1,194 0 17,706
-------------- ------------- ----------------- ---------------
Net interest income . . . . . . . . . . 17,516 1,938 0 19,454
Provision for loan loss . . . . . . . . 255 0 0 255
-------------- ------------- ----------------- ---------------
Net interest after provision for loan
loss . . . . . . . . . . . . . . . . 17,261 1,938 0 19,199
Noninterest income . . . . . . . . . . 2,218 593 0 2,811
Noninterest expense . . . . . . . . . . 10,533 1,671 0 12,204
-------------- ------------- ----------------- ---------------
Income before income taxes . . . . . . 8,946 860 0 9,806
Income tax provision . . . . . . . . . 2,376 216 0 2,592
-------------- ------------- ----------------- ---------------
Net income . . . . . . . . . . . . . . $ 6,570 $ 644 $ 0 $ 7,214
============== ============= ================= ===============
Primary earnings per share . . . . . . $ 1.62 $ .00 $ .00 $ 1.61
============== ============= ================= ===============
Fully-diluted earnings per share . . . $ 1.62 $ .00 $ .00 $ 1.61
============== ============= ================= ===============
Average shares outstanding - primary . 4,052 0 0 4,477
============== ============= ================= ===============
Average shares outstanding - fully-
diluted . . . . . . . . . . . . . . . 4,052 0 0 4,477
============== ============= ================= ===============
</TABLE>
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