UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
WASHINGTON,
D.C. 20549
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30,
2009
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from _______ to
_________
|
KENTUCKY
|
61-0912615
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
1065
Ashley Street
|
|
Bowling
Green, Kentucky
|
42103
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Indicate
by checkmark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months ( or for such shorter period
that the registrant was required to submit and post such
files). Yes X No __
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer o
Accelerated
filer o
Non-accelerated
filer o
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No x
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable
date:
|
Class
|
Outstanding at November 5,
2009
|
Common
Stock, no par value per share
|
1,968,777
shares
|
PART
I – FINANCIAL INFORMATION
|
||
ITEM
1
|
FINANCIAL
STATEMENTS
|
3
|
ITEM
2
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
17
|
ITEM
3
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
29
|
ITEM
4
|
CONTROLS
AND PROCEDURES
|
29
|
PART
II – FINANCIAL INFORMATION
|
OTHER
INFORMATION
|
|
ITEM 6
|
EXHIBITS
|
30
|
SIGNATURES
|
31
|
Part
1. Financial Information
|
Citizens
First Corporation
|
|||
Consolidated
Balance Sheets (Unaudited)
|
|||
|
September 30, 2009
|
December 31, 2008
|
|
(Dollars
in thousands except share data)
|
|||
Assets
|
|||
Cash
and due from financial institutions
|
$6,095
|
$9,248
|
|
Federal
funds sold
|
7,260
|
6,083
|
|
Cash
and cash equivalents
|
13,355
|
15,331
|
|
Available
for sale securities
|
38,733
|
39,928
|
|
Loans
held for sale
|
2,877
|
553
|
|
Loans,
net of allowance of $3,777 and $3,816 at September 30, 2009 and December
31, 2008, respectively
|
255,631
|
267,929
|
|
Premises
and equipment, net
|
11,213
|
11,315
|
|
Bank
owned life insurance
|
6,685
|
6,457
|
|
Federal
Home Loan Bank (FHLB) stock, at cost
|
2,025
|
2,025
|
|
Accrued
interest receivable
|
2,090
|
2,358
|
|
Deferred
income taxes
|
4,112
|
2,971
|
|
Goodwill
|
2,575
|
2,575
|
|
Core
deposit intangible
|
1,361
|
1,569
|
|
Other
assets
|
1,083
|
2,114
|
|
Total
assets
|
$341,740
|
$355,125
|
|
Liabilities
and Stockholders' Equity
|
|||
Liabilities
|
|||
Deposits:
|
|||
Non-interest
bearing
|
$36,858
|
$27,247
|
|
Savings,
NOW and money market
|
65,214
|
69,548
|
|
Time
|
173,702
|
176,220
|
|
Total
deposits
|
275,774
|
273,015
|
|
Securities
sold under repurchase agreements
|
1,517
|
8,258
|
|
FHLB
advances
|
19,500
|
27,500
|
|
Subordinated
debentures
|
5,000
|
5,000
|
|
Accrued
interest payable
|
469
|
683
|
|
Other
liabilities
|
1,502
|
1,384
|
|
Total
liabilities
|
303,762
|
315,840
|
|
Stockholders'
Equity:
|
|||
6.5%
cumulative preferred stock, no par value; authorized 250 shares; issued
and outstanding 250 shares at September 30, 2009 and at
December 31, 2008; liquidation preference of $7,659 at September 30, 2009
and December 31, 2008
|
7,659
|
7,659
|
|
5.0%
Series A preferred stock, no par value; authorized 250 shares;
issued and outstanding 250 shares at September 30, 2009 and at December
31, 2008; liquidation preference of $8,779 at September 30, 2009 and
December 31, 2008
|
8,507
|
8,459
|
|
Common
stock, no par value; authorized 5,000,000 shares; issued and outstanding
1,968,777 shares at September 30, 2009 and at December 31,
2008
|
27,072
|
27,058
|
|
Accumulated
deficit
|
(5,036)
|
(3,228)
|
|
Accumulated
other comprehensive loss
|
(224)
|
(663)
|
|
Total
stockholders' equity
|
37,978
|
39,285
|
|
Total
liabilities and stockholders' equity
|
$341,740
|
$355,125
|
|
See
Notes to Consolidated Financial Statements
|
Citizens
First Corporation
|
|||
Consolidated
Statements of Income (Unaudited)
|
|||
For
the three months ended September 30
|
2009
|
2008
|
|
(Dollars
in thousands, except per share data)
|
|||
Interest
and dividend income
|
|||
Loans
|
$3,969
|
$4,630
|
|
Taxable
securities
|
146
|
291
|
|
Non-taxable
securities
|
188
|
189
|
|
Federal
funds sold and other
|
27
|
48
|
|
Total
interest and dividend income
|
4,330
|
5,158
|
|
Interest
expense
|
|||
Deposits
|
1,297
|
2,027
|
|
Securities
sold under agreements to repurchase and other borrowings
|
13
|
82
|
|
FHLB
advances
|
147
|
193
|
|
Subordinated
debentures
|
29
|
57
|
|
Total
interest expense
|
1,486
|
2,359
|
|
Net
interest income
|
2,844
|
2,799
|
|
Provision
for loan losses
|
300
|
575
|
|
Net
interest income after provision for loan losses
|
2,544
|
2,224
|
|
Non-interest
income
|
|||
Service
charges on deposit accounts
|
353
|
453
|
|
Net
gains on sales of mortgage loans
|
63
|
76
|
|
Lease
income
|
38
|
72
|
|
Gain
on sale of investments
|
-
|
-
|
|
Income
from company-owned life insurance
|
76
|
77
|
|
Other
income
|
146
|
114
|
|
Total
non-interest income
|
676
|
792
|
|
Non-interest
expenses
|
|||
Salaries
and employee benefits
|
1,304
|
1,327
|
|
Net
occupancy expense
|
336
|
338
|
|
Equipment
expense
|
192
|
189
|
|
Advertising
and public relations
|
113
|
129
|
|
Professional
fees
|
120
|
104
|
|
Data
processing services
|
179
|
166
|
|
Franchise
shares and deposit tax
|
114
|
116
|
|
FDIC
Insurance
|
128
|
54
|
|
Core
deposit intangible amortization
|
69
|
70
|
|
Postage
and office supplies
|
50
|
52
|
|
Telephone
and other communication
|
49
|
62
|
|
Other
|
208
|
236
|
|
Total
non-interest expenses
|
2,862
|
2,843
|
|
Income
before income taxes
|
358
|
173
|
|
Provision
for income taxes (benefit)
|
31
|
(24)
|
|
Net
income
|
$ 327
|
$ 197
|
|
Dividends
declared and discount accretion on preferred stock
|
256
|
130
|
|
Net
income available for common stockholders
|
$ 71
|
$ 67
|
|
Earnings
per common share, basic and diluted
|
$0.03
|
$0.03
|
|
See
Notes to Consolidated Financial Statements.
|
Citizens
First Corporation
|
|||
Consolidated
Statements of Operations (Unaudited)
|
|||
For
the nine months ended September 30
|
2009
|
2008
|
|
(Dollars
in thousands, except per share data)
|
|||
Interest
and dividend income
|
|||
Loans
|
$11,835
|
$14,134
|
|
Taxable
securities
|
608
|
875
|
|
Non-taxable
securities
|
565
|
550
|
|
Federal
funds sold and other
|
78
|
166
|
|
Total
interest and dividend income
|
13,086
|
15,725
|
|
Interest
expense
|
|||
Deposits
|
4,295
|
6,600
|
|
Securities
sold under agreements to repurchase and other borrowings
|
96
|
109
|
|
FHLB
advances
|
491
|
549
|
|
Subordinated
debentures
|
103
|
192
|
|
Total
interest expense
|
4,985
|
7,450
|
|
Net
interest income
|
8,101
|
8,275
|
|
Provision
for loan losses
|
3,500
|
852
|
|
Net
interest income after provision for loan losses
|
4,601
|
7,423
|
|
Non-interest
income
|
|||
Service
charges on deposit accounts
|
994
|
1,225
|
|
Net
gains on sales of mortgage loans
|
258
|
214
|
|
Lease
income
|
119
|
177
|
|
Gain
on sale of investments
|
361
|
0
|
|
Income
from company-owned life insurance
|
226
|
224
|
|
Other
income
|
391
|
329
|
|
Total
non-interest income
|
2,349
|
2,169
|
|
Non-interest
expenses
|
|||
Salaries
and employee benefits
|
4,092
|
4,000
|
|
Net
occupancy expense
|
1,010
|
958
|
|
Equipment
expense
|
569
|
577
|
|
Advertising
and public relations
|
340
|
360
|
|
Professional
fees
|
448
|
296
|
|
Data
processing services
|
501
|
546
|
|
Franchise
shares and deposit tax
|
365
|
345
|
|
FDIC
Insurance
|
489
|
145
|
|
Core
deposit intangible amortization
|
207
|
220
|
|
Postage
and office supplies
|
165
|
140
|
|
Telephone
and other communication
|
149
|
193
|
|
Other
|
646
|
610
|
|
Total
non-interest expenses
|
8,981
|
8,390
|
|
Income
(loss) before income taxes
|
(2,031)
|
1,202
|
|
Provision
for income taxes (benefit)
|
(987)
|
167
|
|
Net
income (loss)
|
$(1,044)
|
$ 1,035
|
|
Dividends
declared and discount accretion on preferred stock
|
764
|
389
|
|
Net
income (loss) available for common stockholders
|
$(1,808)
|
$ 646
|
|
Earnings
(loss) per common share, basic and diluted
|
$(0.92)
|
$0.33
|
|
Cash
dividend per common share
|
-
|
$0.05
|
|
See
Notes to Consolidated Financial Statements.
|
Citizens
First Corporation
|
|||
Consolidated Statements of
Changes in Stockholders' Equity
(Unaudited)
For
the nine months ended September 30
|
|||
|
|||
2009
|
2008
|
||
(Dollars
in thousands)
|
|||
Balance
January 1
|
$39,285
|
$37,296
|
|
Net
income (loss)
|
(1,044)
|
1,035
|
|
Issuance
of common stock
|
-
|
93
|
|
Stock-based
compensation
|
13
|
87
|
|
Payment
of common dividend, $0.05 per share
|
-
|
(99)
|
|
Payment
of preferred dividends, $1,432 and $1,557 per share for 2009 and
2008
|
(716)
|
(389)
|
|
Other
comprehensive income (loss), net of tax
|
440
|
(883)
|
|
Balance
at end of period
|
$37,978
|
$37,140
|
|
Consolidated Statements of
Comprehensive Income (Loss) (Unaudited)
For
the three months ended September 30
|
|||
2009
|
2008
|
||
(Dollars
in thousands)
|
|||
Net
income
|
$327
|
$197
|
|
Other
comprehensive income (loss), net of tax:
|
|||
Unrealized
gain (loss) on available for sale securities, net
|
776
|
(431)
|
|
Comprehensive
income (loss)
|
$1,103
|
$(234)
|
|
Consolidated Statements of
Comprehensive Income (Loss) (Unaudited)
For
the nine months ended September 30
|
|||
2009
|
2008
|
||
(Dollars
in thousands)
|
|||
Net
income (loss)
|
$(1,044)
|
$1,035
|
|
Other
comprehensive income (loss), net of tax:
|
|||
Unrealized
gain (loss) on available for sale securities, net
|
440
|
(883)
|
|
Comprehensive
income (loss)
|
$(604)
|
$152
|
|
Citizens
First Corporation
|
|||
Consolidated
Statements of Cash Flows (Unaudited)
|
|||
For
the nine months ended September 30
|
2009
|
2008
|
|
(Dollars in
thousands)
|
|||
Operating
activities:
|
|||
Net income
(loss)
|
$
(1,044)
|
$1,035
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||
Depreciation
and amortization
|
636
|
628
|
|
Stock-based
compensation expense
|
13
|
87
|
|
Provision
for loan losses
|
3,500
|
852
|
|
Amortization
of premiums and discounts on securities
|
82
|
46
|
|
Amortization
of core deposit intangible
|
207
|
220
|
|
Deferred
income taxes
|
(1,141)
|
(454)
|
|
Sale
of mortgage loans held for sale
|
19,311
|
13,244
|
|
Origination
of mortgage loans for sale
|
(21,377)
|
(12,823)
|
|
Gain
on the sale of securities available for sale
|
(361)
|
-
|
|
Gain
on the sale of property plant and equipment
|
(14)
|
-
|
|
Gains
on sales of loans
|
(258)
|
(214)
|
|
Net
loss on sale of other real estate owned
|
92
|
33
|
|
FHLB
stock dividends received
|
-
|
(79)
|
|
Changes
in:
|
|||
Interest
receivable
|
268
|
346
|
|
Other
assets
|
406
|
(417)
|
|
Interest
payable and other liabilities
|
(322)
|
338
|
|
Net
cash provided by operating activities
|
(2)
|
2,842
|
|
Investing
activities:
|
|||
Loan
originations and payments, net
|
8,313
|
(21,447)
|
|
Purchases
of premises and equipment
|
(623)
|
(290)
|
|
Purchase
of available-for-sale securities
|
(22,092)
|
(10,538)
|
|
Proceeds
from maturities of available-for-sale securities
|
11,953
|
9,302
|
|
Proceeds
from sales of available-for-sale securities
|
12,278
|
-
|
|
Proceeds
from sale of other real estate owned
|
792
|
860
|
|
Proceeds
from disposal of property plant and equipment
|
103
|
-
|
|
Payment
related to purchase of Commonwealth Mortgage
and
Southern KY Land Title, Inc., net of stock issued
|
-
|
(278)
|
|
Net
cash provided by (used in) investing activities
|
10,724
|
(22,391)
|
|
Financing
activities:
|
|||
Net
change in demand deposits, money market, NOW, and savings
accounts
|
5,277
|
(12,714)
|
|
Net
change in time deposits
|
(2,518)
|
12,013
|
|
Proceeds
from FHLB advances
|
21,500
|
17,500
|
|
Repayment
of FHLB advances
|
(29,500)
|
(11,847)
|
|
Net
change in repurchase agreements
|
(6,741)
|
8,852
|
|
Dividends
paid on preferred stock
|
(716)
|
(389)
|
|
Dividends
paid on common stock
|
-
|
(99)
|
|
Net
cash provided by (used in) financing activities
|
(12,698)
|
13,316
|
|
Decrease
in cash and cash equivalents
|
(1,976)
|
(6,233)
|
|
Cash
and cash equivalents, beginning of year
|
15,331
|
13,862
|
|
Cash
and cash equivalents, end of quarter
|
$13,355
|
$7,629
|
|
Supplemental
Cash Flows Information:
|
|||
Interest
paid
|
$5,199
|
$7,658
|
|
Income
taxes paid
|
$ -
|
$ 50
|
|
Loans
transferred to other real estate
|
$ 485
|
$ 1,047
|
|
Stock
issued for contingent payment related to purchase of Commonwealth Mortgage
and Southern Ky. Land Title, Inc.
|
$ -
|
$ 93
|
|
Deferred
revenue related to a sale leaseback transaction
|
$ 12
|
$ 12
|
|
See
Notes to Consolidated Financial Statements.
|
|
2009
|
||||
Shares
|
Weighted-
Average
Exercise
Price
|
|||
Outstanding,
beginning of year
|
139,133
|
$15.16
|
||
Granted
|
-
|
-
|
||
Exercised
|
-
|
-
|
||
Forfeited
|
(40,407)
|
$14.84
|
||
Expired
|
-
|
-
|
||
Outstanding,
end of period
|
98,726
|
$15.31
|
||
Options
exercisable, end of period
|
98,726
|
$15.31
|
Quarter
ended September 30, 2009
|
Quarter
ended September 30, 2008
|
|||||||
Income
|
Weighted
Average
Shares
|
Per
Share
Amount
|
Income
|
Weighted-
Average
Shares
|
Per
Share
Amount
|
|||
Basic
earnings per common share
|
||||||||
Net
income (loss)
|
$ 327
|
$ 197
|
||||||
Less:
Dividends and accretion on preferred
stock
|
(256)
|
(130)
|
||||||
Net income (loss) available to common
shareholders
|
$ 71
|
1,968,777
|
$ 0.03
|
$ 67
|
1,968,677
|
$0.03
|
||
Effect
of dilutive securities
|
||||||||
Convertible
preferred stock
|
-
|
-
|
-
|
-
|
||||
Stock
options
|
-
|
-
|
-
|
-
|
||||
Warrant
|
-
|
-
|
-
|
-
|
||||
Diluted
earnings per common share
|
||||||||
Net
income (loss) available to common shareholders and assumed
conversions
|
$ 71
|
1,968,777
|
$ 0.03
|
$ 67
|
1,968,677
|
$0.03
|
||
Dollars in
thousands, except per share data
|
||||||||
Nine
months ended September 30, 2009
|
Nine
months ended September 30, 2008
|
|||||||
Income
|
Weighted
Average
Shares
|
Per
Share
Amount
|
Income
|
Weighted-
Average
Shares
|
Per
Share
Amount
|
|||
Basic
earnings per common share
|
||||||||
Net
income (loss)
|
$
(1,044)
|
$1,035
|
||||||
Less:
Dividends and accretion on preferred
stock
|
(764)
|
(389)
|
||||||
Net
income (loss) available to common shareholders
|
$
(1,808)
|
1,968,777
|
$ (0.92)
|
$
646
|
1,963,677
|
$0.33
|
||
Effect
of dilutive securities
|
||||||||
Convertible
preferred stock
|
-
|
-
|
-
|
-
|
||||
Stock
options
|
-
|
-
|
-
|
-
|
||||
Warrant
|
-
|
-
|
-
|
-
|
||||
Diluted
earnings per common share
|
||||||||
Net
income (loss) available to common shareholders and assumed
conversions
|
$
(1,808)
|
1,968,777
|
$ (0.92)
|
$
646
|
1,963,677
|
$0.33
|
Fair Value Measurements at September 30, 2009,
Using
(Dollars
in Thousands)
|
||||
September 30,
2009
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|
Carrying
value
|
||||
Assets:
|
||||
Securities
available-for-sale
|
||||
U.
S. government agencies
|
$16,042
|
$16,042
|
||
State
and municipal
|
$19,785
|
$19,785
|
||
Mortgage-backed securities -residential
|
$2,206
|
$2,206
|
||
Trust
preferred security
|
$700
|
$700
|
||
Total
investment securities
|
$38,733
|
-
|
$38,733
|
-
|
Fair
Value Measurements at December 31, 2008, Using
(Dollars
in Thousands)
|
||||
December
31, 2008
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|
Carrying
Value
|
||||
Assets:
|
||||
Securities
available-for-sale
|
||||
U.
S. government agencies
|
$4,504
|
$4,504
|
||
State
and municipal
|
$19,042
|
$19,042
|
||
Mortgage-backed
securities -residential
|
$15,582
|
$15,582
|
||
Trust
preferred security
|
$800
|
$800
|
||
Total
investment securities
|
$39,928
|
-
|
$39,928
|
-
|
September
30, 2009
|
December
31, 2008
|
|||
(Dollars
in Thousands)
|
||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|
Financial
Assets
|
||||
Cash
and cash equivalents
|
$
13,355
|
$ 13,355
|
$ 15,331
|
$ 15,331
|
Loans
held for sale
|
2,877
|
2,877
|
553
|
553
|
Loans,
net of allowance
|
253,538
|
252,188
|
265,954
|
270,146
|
Accrued
interest receivable
|
2,090
|
2,090
|
2,358
|
2,358
|
Federal
Home Loan Bank stock
|
2,025
|
n/a
|
2,025
|
n/a
|
Financial
Liabilities
|
||||
Deposits
|
$
275,774
|
$
276,567
|
$
273,015
|
$
276,473
|
Securities
sold under repurchase
agreements
|
1,517
|
1,517
|
8,258
|
8,258
|
FHLB
advances
|
19,500
|
20,099
|
27,500
|
27,477
|
Subordinate
debentures
|
5,000
|
2,998
|
5,000
|
2,998
|
Accrued
interest payable
|
469
|
469
|
683
|
683
|
(6)
|
Investment
Securities
|
Amortized
|
Gross
|
Gross
|
Fair
|
|
Cost
|
Unrealized
|
Unrealized
|
Value
|
|
Gains
|
Losses
|
|||
(Dollars
in Thousands)
|
||||
September
30, 2009
|
||||
U.
S. government agencies
|
$ 16,016
|
$30
|
$
(4)
|
$16,042
|
State
and municipal
|
19,065
|
732
|
(12)
|
19,785
|
Mortgage-backed
securities –residential
|
2,131
|
75
|
-
|
2,206
|
Trust
preferred security
|
1,861
|
-
|
(1,161)
|
700
|
Total
investment securities
|
$39,073
|
$837
|
$(1,177)
|
$38,733
|
December
31, 2008
|
||||
U.
S. government agencies
|
$4,470
|
$34
|
$-
|
$4,504
|
State
and municipal
|
19,362
|
155
|
(475)
|
19,042
|
Mortgage-backed
securities – residential
|
15,241
|
342
|
(1)
|
15,582
|
Trust
preferred security
|
1,860
|
-
|
(1,060)
|
800
|
Total
investment securities
|
$40,933
|
$531
|
$(1,536)
|
$39,928
|
September
30, 2009
|
||
Available
for Sale
|
||
(Dollars
in Thousands)
|
||
Amortized Cost
|
Fair Value
|
|
Due
in one year or less
|
$ -
|
$ -
|
Due
from one to five years
|
16,675
|
16,781
|
Due
from five to ten years
|
9,003
|
9,333
|
Due
after ten years
|
11,264
|
10,413
|
Mortgage-backed
|
2,131
|
2,206
|
Total
|
$39,073
|
$38,733
|
Less
than 12 Months
|
12
Months or More
|
Total
|
||||
Description
of
Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
(Dollars
in Thousands)
|
||||||
September
30, 2009
|
||||||
U.S.
government agencies
|
$
1,994
|
$ (4)
|
$ -
|
$ -
|
$ 1,994
|
$ (4)
|
State
and municipal
|
603
|
(12)
|
-
|
-
|
603
|
(12)
|
Trust
preferred security
|
-
|
-
|
700
|
(1,161)
|
700
|
(1,161)
|
Total
temporarily impaired
|
$2,597
|
$(16)
|
$700
|
$(1,161)
|
$3,297
|
$(1,177)
|
Less
than 12 Months
|
12
Months or More
|
Total
|
||||
Description
of
Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
(Dollars
in Thousands)
|
||||||
December
31, 2008
|
||||||
State
and municipal
|
$8,964
|
$(346)
|
$2,012
|
$(129)
|
$10,976
|
$(475)
|
Mortgage-backed
securities - residential
|
-
|
-
|
290
|
(1)
|
290
|
(1)
|
Trust
preferred security
|
800
|
(1,060)
|
-
|
-
|
800
|
(1,060)
|
Total
temporarily impaired
|
$9,764
|
$(1,406)
|
$2,302
|
$(130)
|
$12,066
|
$(1,536)
|
Average
Consolidated Balance Sheets and Net Interest Analysis (Dollars in
thousands)
|
|||||||
Nine
months ended September 30,
|
2009
|
2008
|
|||||
Average
Balance
|
Income/
Expense
|
Average
Rate
|
Average
Balance
|
Income/
Expense
|
Average
Rate
|
||
Earning
assets:
|
|||||||
Federal
funds sold
|
$ 4,214
|
$ 7
|
.22%
|
$ 4,400
|
$
87
|
2.64%
|
|
Available-for-sale
securities (1)
|
|||||||
Taxable
|
22,683
|
608
|
3.58%
|
22,946
|
875
|
5.09%
|
|
Nontaxable
(1)
|
19,330
|
857
|
5.93%
|
18,808
|
833
|
5.92%
|
|
Federal
Home Loan Bank stock
|
2,025
|
71
|
4.69%
|
1,970
|
79
|
5.36%
|
|
Loans
(2)
|
266,296
|
11,835
|
5.94%
|
273,970
|
14,134
|
6.89%
|
|
Total
interest earning assets
|
314,548
|
13,378
|
5.69%
|
322,094
|
16,008
|
6.64%
|
|
Non-interest
earning assets
|
33,447
|
40,789
|
|||||
Total
Assets
|
$ 347,995
|
$ 362,883
|
|||||
Interest-bearing
liabilities:
|
|||||||
Interest-bearing
transaction accounts
|
$ 60,202
|
$ 282
|
.63%
|
$ 65,974
|
$ 453
|
.92%
|
|
Savings
accounts
|
8,915
|
20
|
.30%
|
7,727
|
31
|
.54%
|
|
Time
deposits
|
166,759
|
3,993
|
3.20%
|
192,820
|
6,117
|
4.24%
|
|
Total
interest-bearing deposits
|
235,876
|
4,295
|
2.43%
|
266,521
|
6,601
|
3.31%
|
|
Short-term
borrowings
|
17
|
0
|
0.00%
|
353
|
8
|
3.03%
|
|
Securities
sold under repurchase agreements
|
4,572
|
96
|
2.81%
|
5,330
|
101
|
2.53%
|
|
FHLB
borrowings
|
24,993
|
491
|
2.63%
|
17,533
|
549
|
4.18%
|
|
Subordinated
debentures
|
5,000
|
103
|
2.75%
|
5,000
|
191
|
5.10%
|
|
Total
interest-bearing liabilities
|
270,458
|
4,985
|
2.46%
|
294,737
|
7,450
|
3.38%
|
|
Non-interest
bearing deposits
|
35,999
|
27,367
|
|||||
Other
liabilities
|
1,867
|
2,856
|
|||||
Total
liabilities
|
308,324
|
324,960
|
|||||
Stockholders’
equity
|
39,671
|
37,923
|
|||||
Total
Liabilities and Stockholders’ Equity
|
$ 347,995
|
$ 362,883
|
|||||
Net
interest income
|
$ 8,393
|
$ 8,558
|
|||||
Net
interest spread (1)
|
3.23%
|
3.26%
|
|||||
Net
interest margin (1) (3)
|
3.57%
|
3.55%
|
|||||
Return
on average assets ratio
|
(.40%)
|
.38%
|
|||||
Return
on average equity ratio
|
(3.52%)
|
3.65%
|
|||||
Average
equity to assets ratio
|
11.40%
|
10.45%
|
|||||
_______________
|
Nine
Months Ended
|
||||||
(Dollars
in thousands)
|
September
30,
|
|||||
2009
vs. 2008
|
||||||
Variance
Attributed to
|
||||||
Rate
|
Volume
|
Net
|
||||
Interest-earning
assets:
|
||||||
Federal
funds sold
|
$(76)
|
$ (4)
|
$
(80)
|
|||
Available-for-sale-securities:
|
||||||
Taxable
|
(256)
|
(11)
|
(267)
|
|||
Nontaxable
(1)
|
1
|
23
|
24
|
|||
FHLB
stock
|
(9)
|
1
|
(8)
|
|||
Loans,
net
|
(1,899)
|
(400)
|
(2,299)
|
|||
Total
net change in income on earning assets
|
(2,239)
|
(391)
|
(2,630)
|
|||
Interest-bearing
liabilities:
|
||||||
Interest-bearing
transaction accounts
|
(131)
|
(40)
|
(171)
|
|||
Savings
accounts
|
(16)
|
5
|
(11)
|
|||
Time
deposits
|
(1,298)
|
(826)
|
(2,124)
|
|||
Securities
sold under repurchase agreements
|
9
|
(14)
|
(5)
|
|||
FHLB
borrowings
|
(291)
|
233
|
(58)
|
|||
Short-term
borrowings
|
0
|
(8)
|
(8)
|
|||
Subordinated
debentures
|
(88)
|
0
|
(88)
|
|||
Total
net change in expense on interest-bearing liabilities
|
(1,815)
|
(650)
|
(2,465)
|
|||
Net
change in net interest income
|
$ (424)
|
$ 259
|
$ (165)
|
|||
Percentage
change
|
(256.97)%
|
(156.97)%
|
100.0%
|
(
Dollars in thousands)
|
September 30, 2009
|
September 30, 2008
|
Increase
(Decrease)
|
Service
charges on deposit accounts
|
$994
|
$1,225
|
$(231)
|
Gain
on the sale of mortgage loans held for sale
|
258
|
214
|
44
|
Lease
income
|
119
|
177
|
(58)
|
Gain
on the sale of investments
|
361
|
-
|
361
|
BOLI
income
|
226
|
224
|
2
|
Other
income
|
391
|
329
|
62
|
$2,349
|
$2,169
|
$
180
|
Dollars
in thousands
|
September 30, 2009
|
September 30, 2008
|
Increase
(Decrease)
|
Salaries
and employee benefits
|
$4,092
|
$4,000
|
$92
|
Net
occupancy expense
|
1,010
|
958
|
52
|
Equipment
expense
|
569
|
577
|
(8)
|
Advertising
|
340
|
360
|
(20)
|
Professional
fees
|
448
|
296
|
152
|
Data
processing services
|
501
|
546
|
(45)
|
Franchise
shares and deposit tax
|
365
|
345
|
20
|
FDIC
Insurance
|
489
|
145
|
344
|
Core
deposit intangible amortization
|
207
|
220
|
(13)
|
Postage
and office supplies
|
165
|
140
|
25
|
Telephone
and other communication
|
149
|
193
|
(44)
|
Other
operating expenses
|
646
|
610
|
36
|
$8,981
|
$8,390
|
$591
|
(Dollars
in thousands)
|
September 30,
|
%
of
|
December 31,
|
%
of
|
2009
|
Total Loans
|
2008
|
Total Loans
|
|
Commercial
and agricultural
|
$74,539
|
28.74%
|
$79,248
|
29.16%
|
Commercial
real estate
|
102,502
|
39.51%
|
104,043
|
38.29%
|
Residential
real estate
|
70,876
|
27.32%
|
74,027
|
27.24%
|
Consumer
|
11,491
|
4.43%
|
14,427
|
5.31%
|
$259,408
|
100.00%
|
$271,745
|
100.00%
|
Loan
Maturities
|
||||
September 30, 2009
|
Within One Year
|
After One But Within Five
Years
|
After Five Years
|
Total
|
(Dollars
in thousands)
|
||||
Commercial
and agricultural
|
$
33,610
|
$29,308
|
$11,621
|
$
74,539
|
Commercial
real estate
|
29,318
|
34,498
|
38,686
|
102,502
|
Residential
real estate
|
3,918
|
17,354
|
49,604
|
70,876
|
Consumer
|
2,860
|
8,214
|
417
|
11,491
|
Total
|
$69,706
|
$89,374
|
$100,328
|
$259,408
|
September 30, 2009
|
December 31, 2008
|
|
(Dollars
in thousands)
|
||
Non-performing
loans
|
$
2,698
|
$2,550
|
Non-performing
assets
|
3,482
|
3,733
|
Allowance
for loan losses
|
3,777
|
3,816
|
Non-performing
assets to total loans
|
1.34%
|
1.37%
|
Non-performing
assets to total assets
|
1.02%
|
1.03%
|
Net
charge-offs to average total loans
|
1.36%
|
.48%
|
Allowance
for loan losses to non-performing loans
|
139.90%
|
149.65%
|
Allowance
for loan losses to total loans
|
1.46%
|
1.40%
|
September
30, 2009
|
September
30, 2008
|
|
(Dollars
In thousands)
|
||
Balance,
beginning of year
|
$3,816
|
$3,194
|
Provision
for loan losses
|
3,500
|
852
|
Amounts
charged off:
|
||
Commercial
|
(2,612)
|
(432)
|
Commercial
real estate
|
(555)
|
(16)
|
Residential
real estate
|
(151)
|
(304)
|
Consumer
|
(300)
|
(90)
|
Total
loans charged off:
|
(3,618)
|
(842)
|
Recoveries
of amounts previously charged off:
|
||
Commercial
|
59
|
13
|
Commercial
real estate
|
-
|
-
|
Residential
real estate
|
17
|
13
|
Consumer
|
3
|
16
|
Total
recoveries
|
79
|
42
|
Net
(charge-offs) recoveries
|
(3,539)
|
(800)
|
Balance,
end of period
|
$3,777
|
$3,246
|
Allocation
of Allowance for Loan Loss
|
|||||||
September 30, 2009
|
December 31, 2008
|
September 30, 2008
|
|||||
Amount
|
%
of
Loans
in Each Category to Total
Loans
|
Amount
|
%
of
Loans
in Each Category to Total Loans
|
Amount
|
%
of
Loans
in Each Category to Total
Loans
|
||
(Dollars in
thousands)
|
|||||||
Residential
real estate
|
$ 818
|
27.32%
|
$ 823
|
27.24%
|
$ 900
|
27.18%
|
|
Consumer
and other loans
|
176
|
4.43%
|
340
|
5.31%
|
228
|
5.29%
|
|
Commercial
and agriculture
|
1,781
|
28.74%
|
1,641
|
29.16%
|
1,162
|
28.98%
|
|
Commercial
real estate
|
886
|
39.51%
|
830
|
38.29%
|
678
|
38.55%
|
|
Unallocated
|
116
|
0.00%
|
182
|
0.00%
|
278
|
0.00%
|
|
Total
allowance for loan losses
|
$ 3,777
|
100.00%
|
$ 3,816
|
100.00%
|
$ 3,246
|
100.00%
|
September 30, 2009
|
December 31, 2008
|
|
(Dollars
in thousands)
|
||
U.S.
Government agencies
|
$ 16,042
|
$ 4,504
|
Mortgage-backed
securities
|
2,206
|
15,582
|
Municipal
securities
|
19,785
|
19,042
|
Trust
preferred security
|
700
|
800 2,000,249
|
Total
available-for-sale securities
|
$ 38,733
|
$ 39,928
|
September
30, 2009
|
Over
|
Over
|
||||
(Dollars
in thousands)
|
One
Year
|
Five
Years
|
Over
|
|||
One
Year
|
Through
|
Through
|
Ten
|
Total
|
Market
|
|
or Less
|
Five Years
|
Ten Years
|
Years
|
Maturities
|
Value
|
|
U.S.
Government agencies
|
$ -
|
$ 15,019
|
$ 997
|
$ -
|
$
16,016
|
$
16,042
|
Mortgage-backed
securities:(1)
|
-
|
2,131
|
-
|
-
|
2,131
|
2,206
|
Municipal
securities
|
-
|
1,656
|
8,006
|
9,403
|
19,065
|
19,785
|
Trust
preferred security
|
-
|
-
|
-
|
1,861
|
1,861
|
700
|
Total
available- for sale -securities
|
$ -
|
$ 18,806
|
$ 9,003
|
$ 11,264
|
$ 39,073
|
$ 38,733
|
Percent
of total
|
0.0%
|
48.1%
|
23.1%
|
28.8%
|
100.0%
|
|
Weighted
average yield(2)
|
2.39%
|
5.21%
|
6.01%
|
4.10%
|
Maturity of Time
Deposits of
$100,000 or more
|
|||
(Dollars
in thousands)
|
September 30, 2009
|
December 31, 2008
|
|
Three
months or less
|
$9,857
|
$9,118
|
|
Over
three through six months
|
10,432
|
20,842
|
|
Over
six through twelve months
|
30,351
|
16,028
|
|
Over
one year through three years
|
21,016
|
20,225
|
|
Over
three years through 5 years
|
4,643
|
10,127
|
|
Over
five years
|
-
|
-
|
|
Total
|
$76,299
|
$76,340
|
(Dollars
in thousands)
|
|||
Type
|
Maturity
|
Rate
|
Amount
|
Fixed
|
October
22, 2009
|
4.49%
|
2,000
|
Fixed
|
November
24, 2009
|
0.25%
|
6,000
|
Fixed
|
November
30, 2009
|
4.00%
|
3,000
|
Fixed
|
February
16, 2010
|
5.11%
|
2,000
|
Fixed
|
August
28, 2012
|
4.25%
|
500
|
Fixed
|
December
24, 2012
|
3.36%
|
2,000
|
Fixed
|
December
24, 2014
|
3.46%
|
2,000
|
Fixed
|
February
25, 2015
|
2.85%
|
2,000
|
$19,500
|
(Dollars
in thousands)
|
|
September
30, 2009
|
|
Federal
funds purchased and repurchase agreements:
|
|
Balance
at period end
|
$1,517
|
Weighted
average rate at period end
|
2.01%
|
Average
balance during the nine months ended September 30, 2009
|
$4,589
|
Weighted
average rate for the nine months ending September 30, 2009 during the
year
|
2.81%
|
Maximum
month-end balance
|
$6,878
|
September 30, 2009
|
December 31, 2008
|
Regulatory Minimum
|
|
Tier
I leverage ratio
|
11.01%
|
11.31%
|
4.00%
|
Tier
I risk-based capital ratio
|
13.05%
|
13.52%
|
4.00%
|
Total
risk-based capital ratio
|
14.30%
|
14.77%
|
8.00%
|
September 30,
2009
|
December 31, 2008
|
Regulatory Minimum
|
“Well-capitalized”
Minimum
|
|
Tier
I leverage ratio
|
9.48%
|
9.68%
|
4.00%
|
5.00%
|
Tier
I risk-based capital ratio
|
11.24%
|
11.53%
|
4.00%
|
6.00%
|
Total
risk-based capital ratio
|
12.49%
|
12.78%
|
8.00%
|
10.00%
|
3.1
|
Restated
Articles of Incorporation of Citizens First Corporation, as amended
(incorporated by reference to Exhibit 3.1 of the Company’s Registration
Statement on Form SB-2 (No.
333-103238)).
|
3.2
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of Citizens
First Corporation (incorporated by reference to Exhibit 3. 3 of the
Registrant’s Form 10-QSB dated June 30,
2004).
|
3.3
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of Citizens
First Corporation (incorporated by reference to Exhibit 3. 1 of the
Registrant’s Form 8-K filed June 5,
2007).
|
3.4
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of Citizens
First Corporation (incorporated by reference to Exhibit 3. 1 of the
Registrant’s Form 8-K filed December 23,
2008).
|
3.5
|
Amended
and Restated Bylaws of Citizens First Corporation (incorporated by
reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K/A
filed April 27, 2009).
|
4.1
|
Restated
Articles of Incorporation of Citizens First Corporation, as amended (see
Exhibit 3.1).
|
4.2
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of Citizens
First Corporation (see Exhibits 3.2, 3.3 and
3.4).
|
4.3
|
Amended
and Restated Bylaws of Citizens First Corporation (see Exhibit
3.5).
|
4.4
|
Copy
of Registrants’ Agreement Pursuant to Item 601(b) (4) (iii) (A) of
Regulation S-K dated March 30, 2007 with respect to certain debt
instruments (incorporated by reference to Exhibit 4.4 of the Registrant’s
Form 10K-SB dated March 31, 2007).
|
4.5
|
Warrant
to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the
Registrant’s Current Report on Form 8-K filed December 23,
2008).
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C.
Section1350.
|
CITIZENS
FIRST CORPORATION
|
||
Date:
|
November
5, 2009
|
/s/M. Todd Kanipe
|
M.
Todd Kanipe
|
||
President
and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
November
5, 2009
|
/s/ Steve Marcum
|
|
Steve
Marcum
|
||
Executive
Vice President and Chief Financial Officer
|
||