8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) 4/21/2016                                                                

CITIZENS FIRST CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky                                                     333-67435                                     61-0912615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1065 Ashley Street, Bowling Green, Kentucky                                42103
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code       (270) 393-0700                                                              

	Not Applicable
	(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 21, 2016, Citizens First Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The press release announced the Company’s operating results for the quarter ended March 31, 2016.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 7.01. REGULATION FD DISCLOSURE.

            On April 21, 2016, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release includes the results of operations and the financial condition of the Company as of and for the quarter ending March 31, 2016. See “Item 2.02 Results of Operations and Financial Condition” which is incorporated by reference in this item 7.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

99.1  Press Release dated April 21, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FIRST CORPORATION

(Registrant)

By:   /s/ M. Todd Kanipe

             M. Todd Kanipe

      President and Chief Executive Officer

Date: April 21, 2016

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EXHIBIT INDEX

99.1   Press Release dated April 21, 2016

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EX-99.1

Exhibit 99.1   Press Release dated April 21, 2016

Citizens First Corporation Announces First Quarter 2016 Results

NEWS

For Immediate Release

Contact:

Todd Kanipe, CEO

tkanipe@citizensfirstbank.com

Steve Marcum, CFO

smarcum@citizensfirstbank.com

Citizens First Corporation

1065 Ashley Street, Suite 150

Bowling Green, KY  42103

270.393.0700

·   Increase in earnings per share of 24.1% compared to first quarter 2015

·   Increase in net income of 15.7% compared to first quarter 2015

·   Net interest margin of 3.94%, up from 3.82% in first quarter of 2015

·   Non-performing assets down 53% from the first quarter of 2015

BOWLING GREEN, KY, April 21, 2016 – Citizens First Corporation (NASDAQ: CZFC) today reported results for the quarter ending March 31, 2016, which include the following:

For the quarter ended March 31, 2016, the Company reported net income of $905,000, or $0.36 per diluted common share.  This represents an increase of $123,000, or $0.07 per diluted common share, from $782,000, or $0.29 per diluted common share, for the quarter ended March 31, 2015.

“Our first quarter performance continued the trend of improved year-over-year profitability.  EPS, margin, and key credit metrics all showed marked improvement from 2015,” said Todd Kanipe, President and CEO of Citizens First.  “Successful execution of our targeted growth strategy has

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increased the tangible book value of this company and will enable us to continue building capital.”

Income Statement

Net interest income increased $201,000, or 5.5%, as the volume of earning assets increased from the prior year.  The Company’s net interest margin was 3.94% for the quarter ended March 31, 2016, and 3.82% for the quarter ended March 31, 2015, an increase of 12 basis points from the prior year.  The Company’s net interest margin increased due to an increase in the tax-adjusted yield on average earning assets of 7 basis points coupled with a decline in the cost of average interest-bearing liabilities of 4 basis points.

Non-interest income increased $85,000, or 12.3%, primarily due to gain on the sale of securities and an increase in gain on sale of mortgage loans, offset by a decline in lease income.

Non-interest expense increased $167,000, or 5.2%, primarily due to an increase in personnel expenses, which were a combination of normal salary adjustments and an increase of three full time equivalent employees in the credit division from the prior year.

Credit Quality

Non-performing assets totaled $690,000, or 0.16% of total assets, at March 31, 2016 compared to $1.5 million, or 0.34% of total assets at March 31, 2015, a decrease of $790,000, or 53%.

The allowance for loan losses at March 31, 2016 was $5.0 million, or 1.53% of total loans, compared to $4.9 million, or 1.49% of total loans as of December 31, 2015.  No provision for loan losses was recorded for the first quarter of 2016, and there were net charge-off (recoveries) of $(128,000) for the first quarter of 2016.   We consider the size, volume and credit quality of the loan portfolio as well as recent economic and other external influences to record the allowance for loan losses and provision for loan losses that is directionally consistent with our loan portfolio.

Balance Sheet

Total assets at March 31, 2016 were $434.7 million compared to $432.2 million at December 31, 2015.  Total assets increased $2.5 million, or 0.6%, from December 31, 2015 to March 31, 2016 due to growth in cash and due from accounts and available for sale securities.  Loans decreased $507,000 during the first quarter of 2016 due to an unplanned payoff and normal reductions in customer lines of credit.   Deposits decreased $7.2 million during the first quarter of 2016 due to a decline in time deposit balances, which were replaced with lower cost FHLB borrowings.

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Average assets year-to-date increased 0.7%, or $3.0 million to $433.1 million at March 31, 2016 compared to $430.2 million as of December 31, 2015.  Average loans increased 1.2% to $333.0 million at March 31, 2016 compared to $329.1 million at December 31, 2015. Average deposits increased 0.5% to $367.4 million at March 31, 2016 compared to $365.4 million at December 31, 2015.

Stockholders’ equity increased to $40.4 million at March 31, 2016 from $39.5 million at December 31, 2015, an increase of $914,000.  Almost $400,000 in new common equity was created as approximately 5% of the 6.5% cumulative preferred stock converted to common shares.  The tangible common equity ratio increased to 6.70% as of March 31, 2016 compared to 6.43% at December 31, 2015.  The tangible book value per common share improved from $13.97 at December 31, 2015, to $14.43 at March 31, 2016.

Dividend to be paid May 18

On April 21, 2016, the Board of Directors declared a cash dividend of $.08 per common share payable May 18, 2016 to shareholders of record as of April 29, 2016.  A previous dividend of $.08 per common share was paid in November, 2015.

About Citizens First Corporation

Citizens First Corporation is a bank holding company headquartered in Bowling Green, Kentucky and established in 1999.  The Company has branch offices located in Barren, Hart, Simpson and Warren Counties in Kentucky, and a loan production office in Williamson County, Tennessee.  Additional information concerning our products and services is available at www.citizensfirstbank.com.

Forward-Looking Statements

Statements in this press release relating to Citizens First Corporation's plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon the Company’s current expectations, but are subject to certain risks and uncertainties that may cause actual results to differ materially.  Among the risks and uncertainties that could cause actual results to differ materially are economic conditions generally and in the market areas of the Company, goodwill impairment, overall loan demand, increased competition in the financial services industry which could negatively impact the Company’s ability to increase total earning assets, and the retention of key personnel.  Actions by the Department of the Treasury and federal and state bank regulators in response to changing economic conditions, changes in interest rates, loan prepayments by and the financial health of the Company’s borrowers, and other factors described in the reports filed by the Company with the Securities and Exchange Commission could also impact current expectations.

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Consolidated Financial Highlights (Unaudited)

In thousands, except per share data and ratios

Consolidated Statement of Income:
	Three Months Ended
	March 31		Dec 31			Sept 30		June 30		March 31
	2016		2015			2015		2015		2015
Interest income	$	4,476	$	4,494		$	4,415	$	4,469	$	4,306
Interest expense		613		623			662		678		644
Net interest income		3,863		3,871			3,753		3,791		3,662
Provision (credit) for loan losses		-		(65	)		-		120		80
Non-interest income:
Service charges on deposits		325		360			386		358		317
Other service charges and fees		164		260			187		176		135
Gain on sale of mortgage loans		77		63			60		79		31
Non-deposit brokerage fees		72		82			103		87		92
Lease income		45		43			59		70		73
BOLI income		44		45			45		46		45
Securities gains		51		68			-		10		-
Total		778		921			840		826		693
Non-interest expenses:
Personnel expense		1,784		1,648			1,650		1,589		1,648
Net occupancy expense		483		464			495		493		528
Advertising and public relations		61		80			75		123		52
Professional fees		180		176			183		187		164
Data processing services		256		262			262		238		239
Franchise shares and deposit tax		132		96			146		145		146
FDIC insurance		59		61			61		63		59
Other real estate owned expenses		1		52			6		29		7
Loss on branch disposal		-		-			262		-		-
Other		414		380			390		379		360
Total		3,370		3,219			3,530		3,246		3,203
Income before income taxes		1,271		1,638			1,063		1,251		1,072
Provision for income taxes		366		487			288		352		290
Net income		905		1,151			775		899		782
Dividends on preferred stock		124		131			131		130		128
Net income available for common shareholders	$	781	$	1,020		$	644	$	769	$	654
Basic earnings per common share	$	0.39	$	0.52		$	0.33	$	0.39	$	0.33
Diluted earnings per common share	$	0.36	$	0.45		$	0.31	$	0.35	$	0.29

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Consolidated Financial Highlights (Unaudited)

In thousands, except per share data and ratios

Consolidated Statement of Condition:	As of			As of			As of
	March 31,			December 31,			December 31,
	2016			2015			2014
Cash and due from financial institutions	$	11,430		$	8,865		$	7,962
Federal funds sold		5,305			6,390			3,360
Interest-bearing deposits in other financial institutions		2,728			2,728			-
Available for sale securities		61,671			60,200			58,986
Loans held for sale		373			-			-
Loans		330,275			330,782			318,477
Allowance for loan losses		(5,044	)		(4,916	)		(4,885	)
Premises and equipment, net		9,892			9,998			10,758
Bank owned life insurance (BOLI)		8,218			8,174			7,993
Federal Home Loan Bank Stock, at cost		2,025			2,025			2,025
Accrued interest receivable		1,463			1,680			1,527
Deferred income taxes		1,265			1,328			1,479
Intangible assets		4,344			4,362			4,433
Other real estate owned		100			100			198
Other assets		677			465			501
Total Assets	$	434,722		$	432,181		$	412,814
Deposits:
Noninterest bearing	$	50,365		$	48,522		$	41,975
Savings, NOW and money market		172,340			168,335			148,935
Time		140,475			153,531			150,874
Total deposits	$	363,180		$	370,388		$	341,784
FHLB advances and other borrowings		24,000			15,000			25,500
Subordinated debentures		5,000			5,000			5,000
Accrued interest payable		220			213			231
Other liabilities		1,884			2,056			1,851
Total Liabilities		394,284			392,657			374,366
6.5% Cumulative preferred stock		7,261			7,659			7,659
Common stock		25,815			25,406			27,072
Retained earnings		7,085			6,304			3,373
Accumulated other comprehensive income		277			155			344
Total Stockholders’ Equity		40,438			39,524			38,448
Total Liabilities and Stockholders’ Equity	$	434,722		$	432,181		$	412,814

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Consolidated Financial Highlights (Unaudited)

In thousands, except per share data and ratios

Key Operating Statistics:

Three Months Ended
	March 31			December 31			September 30			June 30			March  31
	2016			2015			2015			2015			2015
Average:
Assets	$	433,143		$	430,174		$	428,331		$	434,003		$	428,210
Earning assets		402,638			399,055			396,906			403,814			397,920
Loans		333,000			329,131			319,053			319,758			321,028
Interest-bearing deposits		320,363			316,979			321,643			327,010			316,558
Deposits		367,397			365,401			366,627			370,820			360,240
Borrowed funds		23,394			23,179			20,696			23,022			26,967
Equity		40,156			39,181			38,516			38,180			39,029
Common equity		32,831			31,522			30,857			30,521			31,370
Return on average assets		0.84	%		1.06	%		0.72	%		0.83	%		0.74	%
Return on average equity		9.06	%		11.66	%		7.97	%		9.44	%		8.13	%
Efficiency ratio		72.15	%		66.91	%		75.43	%		69.14	%		72.06	%
Non-interest income to average assets		0.72	%		0.85	%		0.78	%		0.76	%		0.66	%
Non-interest expenses to average assets		3.13	%		2.97	%		3.27	%		3.00	%		3.03	%
Net overhead to average assets		2.41	%		2.12	%		2.49	%		2.24	%		2.38	%
Yield on loans		4.96	%		4.97	%		5.04	%		5.15	%		4.99	%
Yield on investment securities (TE)		2.77	%		2.84	%		2.79	%		2.85	%		2.88	%
Yield on average earning assets (TE)		4.55	%		4.55	%		4.50	%		4.53	%		4.48	%
Cost of average interest bearing liabilities		0.72	%		0.73	%		0.77	%		0.78	%		0.76	%
Net interest margin (TE)		3.94	%		3.94	%		3.84	%		3.85	%		3.82	%
Number of FTE employees		98			98			98			99			95
Asset Quality Indicators:
Non-performing loans to total loans		0.18	%		0.16	%		0.25	%		0.33	%		0.38	%
Non-performing assets to total assets		0.16	%		0.15	%		0.24	%		0.29	%		0.34	%
Allowance for loan losses to total loans		1.53	%		1.49	%		1.53	%		1.59	%		1.55	%
YTD net charge-offs (recoveries) to average loans, annualized		(0.15	%)		0.03	%		0.03	%		0.06	%		0.02	%
YTD net charge-offs (recoveries)		(128	)		104			64			102			18

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Consolidated Financial Highlights (Unaudited)

In thousands, except per share data and ratios

	March 31, 2016			December 31, 2015			December 31, 2014
Consolidated Capital Ratios:
Tangible equity ratio (1)		8.39	%		8.22	%		8.33	%
Tangible common equity ratio (1)		6.70	%		6.43	%		6.45	%
Book value per common share	$	16.61		$	16.18		$	15.64
Tangible book value per common share (1)	$	14.43		$	13.97		$	13.39
End of period common share closing price	$	13.80		$	13.74		$	11.90
_____________

(1)   The tangible equity ratio, tangible common equity ratio and tangible book value per common share, while not required by accounting principles generally accepted in the United States of America (GAAP), are considered critical metrics with which to analyze banks.  The ratio and per share amount have been included to facilitate a greater understanding of the Company’s capital structure and financial condition.  See the Regulation G Non-GAAP Reconciliation table for reconciliation of this ratio and per share amount to GAAP.

Regulation G Non-GAAP Reconciliation:	March 31, 2016			December 31, 2015			December 31, 2014
Total shareholders’ equity (a)	$	40,438		$	39,524		$	38,448
Less:
Preferred stock		(7,261	)		(7,659	)		(7,659	)
Common equity (b)		33,177			31,865			30,789
Goodwill		(4,097	)		(4,097	)		(4,097	)
Intangible assets		(247	)		(265	)		(336	)
Tangible common equity (c)		28,833			27,503			26,356
Add:
Preferred stock		7,261			7,659			7,659
Tangible equity (d)	$	36,094		$	35,162		$	34,015
Total assets (e)	$	434,722		$	432,181		$	412,814
Less:
Goodwill		(4,097	)		(4,097	)		(4,097	)
Intangible assets		(247	)		(265	)		(336	)
Tangible assets (f)	$	430,378		$	427,819		$	408,381
Shares outstanding (in thousands) (g)		1,998			1,969			1,969
Book value per common share (b/g)	$	16.61		$	16.18		$	15.64
Tangible book value per common share (c/g)	$	14.43		$	13.97		$	13.39
Total shareholders’ equity to total assets ratio (a/e)		9.30	%		9.15	%		9.31	%
Tangible equity ratio (d/f)		8.39	%		8.22	%		8.33	%
Tangible common equity ratio (c/f)		6.70	%		6.43	%		6.45	%

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