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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2001
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-32041
CITIZENS FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 38-3573582 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
525 Water Street, Port Huron, Michigan | 48060 | |
(Address of principal executive offices) | (Zip Code) |
(810) 987-8300
(Issuer’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changes since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 No
The Issuer had 9,318,661 shares of common stock, par value $0.01 per share, outstanding as of November 12, 2001.
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CITIZENS FIRST BANCORP, INC.
FORM 10-Q/A
INDEX
Page | ||||
PART I. | FINANCIAL INFORMATION | |||
Item 1. | Financial Statements (unaudited) | |||
Consolidated Balance Sheets as of | ||||
September 30, 2001 and March 31, 2001 | 2 | |||
Consolidated Statements of Income for the Three and Six | ||||
Months Ended September 30, 2001 and 2000 | 3 | |||
Consolidated Statements of Cash Flows for the | ||||
Six Months Ended September 30, 2001 and 2000 | 4 | |||
Notes to Consolidated Financial Statements | 5 |
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The Registrant hereby amends the balance sheet and income statement from its Quarterly Report on Form 10-Q for the period ended September 30, 2001, which was filed with the Commission on November 14, 2001. Specifically, the Registrant amends the following line items at September 30, 2001: securities available for sale, loans held for sale, accrued interest and other assets, interest-bearing deposits and federal home loan bank advances. Additionally, the amount of accrued interest and other liabilities was amended at March 31, 2001. The total amount of assets, liabilities and stockholders' equity at both September 30, 2001 and March 31, 2001 were unaffected by these revisions.
Additionally, the amount of interest expense for federal home loan bank advances for the six months ended September 30, 2001 and interest income for federal funds sold and other cash equivalents and taxable securities for the six months ended September 30, 2000 were amended. These amendments did not affect total interest income, total interest expense or net income for either period.
All of the amendments referenced above were due to typographical errors made by third party agents of the Registrant during the transcription process. As a result, no other parts of the Form 10-Q were affected by the changes. Accordingly, the remainder of the Form 10-Q has not been refiled.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CITIZENS FIRST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Unaudited | ||||||||||||
At September 30, | At March 31, | |||||||||||
2001 | 2001 | |||||||||||
(In thousands) | ||||||||||||
Assets | ||||||||||||
Cash and cash equivalents: | ||||||||||||
Cash and due from depository institutions | $ | 21,729 | $ | 5,671 | ||||||||
Interest-bearing deposits in other depository institutions | 14,675 | 47,947 | ||||||||||
Total cash and cash equivalents | 36,404 | 53,618 | ||||||||||
Securities available for sale | 148,600 | 96,053 | ||||||||||
Loans held for sale | 739 | 1,964 | ||||||||||
Loans — Net | 703,738 | 672,449 | ||||||||||
Federal Home Loan Bank stock | 7,126 | 6,150 | ||||||||||
Accrued interest receivable and other assets | 16,749 | 16,240 | ||||||||||
Premises and equipment — Net | 9,246 | 9,392 | ||||||||||
Total assets | $ | 922,602 | $ | 855,866 | ||||||||
Liabilities | ||||||||||||
Deposits: | ||||||||||||
Noninterest-bearing | $ | 20,819 | $ | 19,266 | ||||||||
Interest-bearing | 608,991 | 562,015 | ||||||||||
Total deposits | 629,810 | 581,281 | ||||||||||
Federal Home Loan Bank advances | 127,508 | 114,931 | ||||||||||
Accrued interest and other liabilities | 10,625 | 9,933 | ||||||||||
Total liabilities | 767,943 | 706,145 | ||||||||||
Stockholders’ Equity | ||||||||||||
Preferred stock — $.01 par value; Authorized — 1,000,000 shares No shares issued and outstanding | — | — | ||||||||||
Common stock — $.01 par value; Authorized — 20,000,000 shares Issued and outstanding — 9,526,761 shares at June 30, 2001 and March 31, 2001 | 95 | 95 | ||||||||||
Additional paid-in capital | 92,111 | 92,111 | ||||||||||
Unearned compensation — ESOP | (10,479 | ) | (10,479 | ) | ||||||||
Retained earnings | 70,912 | 66,605 | ||||||||||
Accumulated other comprehensive income (loss) | 2,020 | 1,389 | ||||||||||
Total stockholders’ equity | 154,659 | 149,721 | ||||||||||
Total liabilities and stockholders’ equity | $ | 922,602 | $ | 855,866 | ||||||||
See accompanying notes to unaudited consolidated financial statements.
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CITIZENS FIRST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Unaudited | Unaudited | ||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2001 | 2000 | 2001 | 2000 | ||||||||||||||||
(In thousands) | |||||||||||||||||||
Interest Income: | |||||||||||||||||||
Loans | $ | 14,414 | $ | 12,996 | $ | 29,066 | $ | 25,142 | |||||||||||
Federal funds sold and other cash equivalents | 523 | 391 | 946 | 661 | |||||||||||||||
Securities: | |||||||||||||||||||
Tax-exempt | 123 | 174 | 245 | 275 | |||||||||||||||
Taxable | 2,043 | 1,413 | 3,871 | 2,963 | |||||||||||||||
Total interest income | 17,103 | 14,974 | 34,128 | 29,041 | |||||||||||||||
Interest Expense | |||||||||||||||||||
Deposits | 6,302 | 7,429 | 12,641 | 13,989 | |||||||||||||||
FHLB advances | 2,264 | 1,232 | 4,324 | 2,400 | |||||||||||||||
Total interest expense | 8,566 | 8,661 | 16,965 | 16,389 | |||||||||||||||
Net Interest Income- Before provision for loan losses | 8,537 | 6,313 | 17,163 | 12,652 | |||||||||||||||
Provision for Loan Losses | 249 | 106 | 498 | 106 | |||||||||||||||
Net Interest Income | 8,288 | 6,207 | 16,665 | 12,546 | |||||||||||||||
Non-interest Income: | |||||||||||||||||||
Service charges and other fees | 603 | 468 | 1,066 | 808 | |||||||||||||||
Mortgage banking activities | (120 | ) | 228 | 156 | 468 | ||||||||||||||
Other | 120 | 189 | 236 | 391 | |||||||||||||||
Total noninterest income | 603 | 885 | 1,458 | 1,667 | |||||||||||||||
Non-interest Expense: | |||||||||||||||||||
Compensation, payroll taxes and employee benefits | 2,178 | 1,924 | 4,556 | 3,929 | |||||||||||||||
Office occupancy and equipment | 1,041 | 857 | 1,870 | 1,619 | |||||||||||||||
Deposit insurance premiums | 77 | 65 | 154 | 65 | |||||||||||||||
Advertising and business promotion | 170 | 100 | 338 | 231 | |||||||||||||||
Stationery, printing and supplies | 460 | 277 | 751 | 566 | |||||||||||||||
Data processing | 98 | 99 | 209 | 206 | |||||||||||||||
Deposit statement preparation and collections | 187 | 144 | 351 | 277 | |||||||||||||||
Legal and audit | 84 | 51 | 181 | 133 | |||||||||||||||
State of Michigan taxes | 69 | 78 | 144 | 141 | |||||||||||||||
Appraisal fee | 170 | 101 | 417 | 212 | |||||||||||||||
Other | 855 | 391 | 1,506 | 725 | |||||||||||||||
Total noninterest expense | 5,389 | 4,087 | 10,477 | 8,104 | |||||||||||||||
Income- Before federal income tax expense | 3,502 | 3,005 | 7,646 | 6,109 | |||||||||||||||
Federal Income Tax Expense | 1,155 | 966 | 2,577 | 1,983 | |||||||||||||||
Net Income | $ | 2,347 | $ | 2,039 | $ | 5,069 | $ | 4,126 | |||||||||||
See accompanying notes to unaudited consolidated financial statements.
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CITIZENS FIRST SAVINGS BANK AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited | |||||||||||
Six Months Ended | |||||||||||
September 30, | |||||||||||
2001 | 2000 | ||||||||||
(In thousands) | |||||||||||
Cash flows from Operating Activities: | |||||||||||
Net income | $ | 5,069 | $ | 4,126 | |||||||
Adjustments to reconcile net income to net cash operating activities: | |||||||||||
Provision for loan losses | 498 | 106 | |||||||||
Depreciation | 610 | 554 | |||||||||
(Accretion) amortization | (224 | ) | 47 | ||||||||
Proceeds from sale of mortgage loans held for sale | 86,364 | 25,372 | |||||||||
Origination of mortgage loans held for sale | (84,552 | ) | (21,307 | ) | |||||||
(Gain) loss on sale of mortgage loans | (587 | ) | (103 | ) | |||||||
Gain on sale of investment securities | (11 | ) | (89 | ) | |||||||
Change in assets and liabilities: | |||||||||||
Increase (decrease) in accrued interest receivable and other assets | (829 | ) | (2,545 | ) | |||||||
Increase (decrease) in accrued interest payable and other liabilities | 692 | 3,315 | |||||||||
Net cash provided by operating activities | 7,030 | 9,476 | |||||||||
Cash Flows From Investing Activities: | |||||||||||
Proceeds from maturities of securities available-for-sale | 38,931 | 2,130 | |||||||||
Proceeds from sale of securities available-for-sale | 8,058 | 12,127 | |||||||||
Purchase of FHLB stock | (976 | ) | — | ||||||||
Purchase of available-for-sale securities | (98,350 | ) | (5,000 | ) | |||||||
Net (increase) in loans | (31,787 | ) | (71,520 | ) | |||||||
Purchases of premises and equipment | (464 | ) | (863 | ) | |||||||
Net cash used in investing activities | (84,588 | ) | (63,126 | ) | |||||||
Cash Flows from Financing Activities: | |||||||||||
Net increase in deposits | 48,529 | 31,918 | |||||||||
Dividends declared | (762 | ) | — | ||||||||
Repayment of FHLB advances | (23,323 | ) | (7,845 | ) | |||||||
Proceeds from FHLB advances | 35,900 | 13,600 | |||||||||
Net cash provided by financing activities | 60,344 | 37,673 | |||||||||
Net Increase (Decrease) in Cash and Cash Equivalents | (17,214 | ) | (15,977 | ) | |||||||
Cash and Cash Equivalents — Beginning of year | 53,618 | 45,182 | |||||||||
Cash and Cash Equivalents — End of year | $ | 36,404 | $ | 29,205 | |||||||
Supplemental Disclosure of Cash Flow Information- Cash paid for: | |||||||||||
Interest | $ | 17,560 | $ | 16,157 | |||||||
Federal income taxes | 2,870 | 1,500 |
See accompanying notes to unaudited consolidated financial statements.
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CITIZENS FIRST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of Significant Accounting Policies
Stock Offering and Business
Citizens First Bancorp, Inc. (the “Company”) was organized as a Delaware corporation at the direction of Citizens First Savings Bank (the “Bank”), in October 2000 to become the holding company for the Bank upon the completion of its conversion from the mutual to stock form of ownership. The conversion was completed on March 7, 2001. In connection with the conversion, the Company sold 8,821,075 shares of its common stock, par value $0.01 per share, at a purchase price of $10 per share to depositors of the Bank in a subscription offering raising approximately $85.1 million in net conversion proceeds.
The Bank, a state-chartered savings bank headquartered in Port Huron, Michigan, operates predominately in the mid-eastern portion of Michigan’s lower peninsula. The Bank’s primary services include accepting deposits, making loans and engaging in mortgage banking activities. The Bank’s loan portfolio is concentrated in residential first-mortgage loans, commercial and commercial real estate loans, property improvement and automobile loans. The Bank is not dependent upon any single industry or customer.
Basis of Financial Statement Presentation
The accompanying unaudited consolidated interim financial statement have been prepared in conformity with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein. The interim statements should be read in conjunction with the financial statements of the Company and the notes thereto included in the Company’s annual report on Form 10-K for the year ended March 31, 2001.
The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s subsidiary, Citizens Financial Services, Inc. Citizens Financial Services, Inc. includes the accounts of its wholly owned subsidiaries, CFS Insurance Agency, CFS Appraisal, and CFS Survey. Citizens Financial Services, Inc. receives revenue from its three subsidiaries, which provide appraisal, survey and insurance services to individual and small businesses in the Port Huron area. All significant intercompany transactions and balances have been eliminated in the consolidation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.
All adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of financial position, results of operation and cash flows, have been made. The results of operations for the three and six months ended September 30, 2001 are not necessarily indicative of the results that may be expected for another quarterly period or for a full year.
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(2) Earnings Per Share
Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential shares had been issued. At September 30, 2001, the Company had no outstanding dilutive securities such as stock options or restricted stock. Earnings per share data for the period prior the Bank’s conversion on March 7, 2001 is not presented as the Bank was a mutual savings bank with no stock outstanding. Allocated and committed to be released ESOP shares are considering outstanding for earnings per share calculation based on debt service payments. Other ESOP shares are excluded from earnings per share calculation.
The weighted-average shares and earnings per share for the three and six months ended September 30, 2001 are detailed in the table below.
For the | For the | |||||||
Three Months Ended | Six Months Ended | |||||||
September 30, | September 30, | |||||||
2001 | 2001 | |||||||
Average common shares outstanding | 9,526,761 | 9,526,761 | ||||||
Less: Unallocated ESOP shares | 762,120 | 762,120 | ||||||
Shares used in the earnings per share calculation | 8,764,641 | 8,764,641 | ||||||
Net income | $ | 2,347 | $ | 5,069 | ||||
Basic Earnings Per Share | $ | 0.27 | $ | 0.58 | ||||
(3) Recent Accounting Pronouncements
During June 2001, SFAS No. 142 “Goodwill and Other Intangible Assets” was issued. This Statement provides accounting and reporting standards for goodwill. SFAS No. 142 is effective for periods occurring after March 31, 2002. Management is currently evaluating the impact of adopting this Statement on the consolidated financial statements and does not anticipate any impact.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CITIZENS FIRST BANCORP, INC. | ||||
Dated: March 13, 2002 | By: /s/ Timothy D. Regan | |||
Timothy D. Regan | ||||
Secretary, Treasurer and Director | ||||
(principal financial and accounting officer) |
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