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) 4/19/2018

CITIZENS FIRST CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky	001-33126	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April  19, 2018, 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 first quarter ended March  31, 2018.

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  19, 2018, 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 first quarter ended March  31, 2018. 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  19, 2018

2

EXHIBIT INDEX

99.1Press Release dated April 19, 2018

3

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  19, 2018

4

EX-99.1

Exhibit 99.1

Citizens First Corporation Announces First Quarter 2018 Results and Increase in Quarterly Common Dividend

	mailto:tkanipe@citizensfirstbank.com mailto:smarcum@citizensfirstbank.com
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 19.5% compared to first quarter 2017

· Increase in assets of 4.6% compared to year end 2017

· Loan growth of 3.9% compared to year end 2017

· Increase of 16.7% in quarterly common dividend

BOWLING GREEN, KY,  April  19, 2018 – Citizens First Corporation (NASDAQ: CZFC) today reported results for the three months ended March 31, 2018 which include the following:

For the quarter ended March 31, 2018 the Company reported net income of $1,084,000, or $0.43 per diluted common share (EPS).  This represents a 19.5% increase or $177,000 from the  $907,000, or $0.36 per diluted common share, for the quarter ended March 31, 2017. “Loan growth and lower income tax expense combined to drive profitability in the first quarter,” said Todd Kanipe, President and CEO.  “The challenge continues to be our margin as the competition for deposits in our region stiffens,” Kanipe added.

Income Statement

Net interest income increased  $120,000, or 3.2%, from the prior year.  The Company’s net interest margin was 3.55% for the three months ended March 31, 2018,  compared to 3.68% for the three months ended March 31, 2017, a decrease of 13 basis points.  The Company’s net interest margin was impacted by an increase in the cost of average interest-bearing liabilities of 27 basis points.

There was a $30,000 provision for loan losses in both the current and previous year.

Non-interest income increased $8,000, or 1.0%, primarily due to an increase in service charges on deposit accounts of $20,000 and an increase in other service charges and fees of $17,000,  offset by a reduction in gains on the sale of securities of $23,000 and a decrease in gains on the sales of mortgage loans of $18,000.

Non-interest expense increased $68,000, or 2.1%, primarily due to an increase in personnel expenses of $112,000 offset by a reduction in data processing expenses of $59,000.

Income tax expense decreased $117,000, or 31.9% due to a marginal rate of 21% in 2018 compared to a rate of 34% in 2017.

Credit Quality

Non-performing assets totaled $2.1  million, or 0.43% of total assets, at March 31,  2018 compared to $1.3 million, or 0.29% of total assets at December 31, 2017, an increase of approximately $740,000.   The balance is primarily one restructured agricultural-related credit which was moved to non-accrual status during the first quarter of 2017.    

The allowance for loan losses at March 31,  2018 was $4.7 million, or 1.21% of total loans, compared to $4.9 million, or 1.34% of total loans as of March 31, 2017.  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,  2018 were $487.0 million, compared to $465.4 million at December 31, 2017, an increase of $21.6 million or 4.6%.   Loans increased $14.7 million, or 3.9%, from December 31, 2017 to March 31,  2018.    Deposits increased $14.2 million, or 3.8%, from December 31, 2017 to March 31,  2018.  Borrowings from the Federal Home Loan Bank increased $7.0 million, or 17.5%, from December 31, 2017 to March 31,  2018.

Stockholders’ equity increased to $46.4 million at March 31,  2018 from $45.8 million at December 31, 2017.  The book value per common share and tangible book value per common share ratios were $18.29 and $16.64, respectively, at March 31,  2018 compared to $18.14 and $16.47, respectively, at December 31, 2017. 

Quarterly Common Dividend Payable May 16

On April  19, 2018, the Board of Directors declared a quarterly cash dividend of $0.07  per common share payable May  16, 2018 to shareholders of record on May 4, 2018.  This represents an increase of 16.7% from the quarterly cash dividend of $0.06 per common share declared in January, 2018.

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 current and future economic and business conditions; possible changes in trade, monetary, and fiscal policies, as well as legislative and regulatory changes; changes in the interest rate environment and our ability to effectively manage interest rate risk and other market risk, credit risk and operational risk; changes in the quality or composition of our loan or investment portfolios; increases in our nonperforming assets, or our inability to recover or absorb losses created by such nonperforming assets; and other factors described in the reports filed by the Company with the Securities and Exchange Commission could also impact current expectations.

Consolidated Financial Highlights (Unaudited)

Consolidated Statement of Condition

	(In Thousands, Except Share Data and ratios)
	March 31,		December 31,		December 31,
	2018		2017		2016
Assets
Cash and due from financial institutions	$	6,303	$	6,444	$	8,542
Interest-bearing deposits in other financial institutions		22,962		13,532		11,018
Available-for-sale securities		46,044		48,616		53,547
Loans held for sale		570		427		264
Loans		388,935		374,239		359,391
Allowance for loan losses		(4,693)		(4,724)		(4,854)
Premises and equipment, net		9,060		9,140		9,390
Bank owned life insurance (BOLI)		8,571		8,528		8,351
Federal Home Loan Bank (FHLB) stock, at cost		2,065		2,053		2,025
Accrued interest receivable		1,518		1,681		1,622
Deferred income taxes		768		670		1,464
Goodwill and other intangible assets		4,203		4,221		4,291
Other assets		699		555		371
Total Assets	$	487,005	$	465,382	$	455,422
Liabilities
Deposits
Noninterest bearing	$	53,834	$	53,259	$	52,322
Savings, NOW and money market		183,779		175,087		173,620
Time		148,895		143,968		144,497
Total deposits		386,508		372,314		370,439
FHLB advances and other borrowings		47,000		40,000		35,000
Subordinated debentures		5,000		5,000		5,000
Accrued interest payable		328		285		220
Other liabilities		1,741		1,949		2,399
Total Liabilities		440,577		419,548		413,058
Stockholders’ Equity
6.5% Cumulative convertible preferred stock		—		—		7,261
Common stock		33,169		33,138		25,920
Retained earnings		14,162		13,142		9,706
Accumulated other comprehensive (loss)		(903)		(446)		(523)
Total stockholders’ equity		46,428		45,834		42,364
Total liabilities and stockholders’ equity	$	487,005	$	465,382	$	455,422

Consolidated Financial Highlights (Unaudited)

Consolidated Statement of Income

	Three months ended
	(In Thousands, Except Per Share Data and ratios)
	March 31,		December 31,		September 30,		June 30,		March 31,
	2018		2017		2017		2017		2017
Interest and dividend income	$	4,860	$	4,905	$	4,640	$	4,593	$	4,457
Interest expense		960		858		777		726		677
Net interest income		3,900		4,047		3,863		3,867		3,780
Provision (credit) for loan losses		30		(150)		(30)		—		30
Non-interest income
Service charges on deposit accounts		298		315		317		327		278
Other service charges and fees		281		288		317		301		264
Gain on sale of mortgage loans		50		82		79		88		68
Non-deposit brokerage fees		99		97		90		91		87
Lease income		52		52		53		80		52
BOLI income		43		45		44		45		43
Gain on sale of securities		—		-		25		—		23
Total non-interest income		823		879		925		932		815
Non-interest expenses:
Personnel expense		1,846		1,740		1,673		1,655		1,734
Net occupancy expense		453		448		449		446		461
Advertising and public relations		81		78		111		77		71
Professional fees		164		86		160		171		130
Data processing services		194		192		214		251		253
Franchise shares and deposit tax		120		88		132		132		132
FDIC insurance		42		47		52		49		49
Other		459		433		415		432		461
Total non-interest expenses		3,359		3,112		3,206		3,213		3,291
Income before income taxes		1,334		1,964		1,612		1,586		1,274
Income taxes		250		1,012		490		478		367
Net income		1,084		952		1,122		1,108		907
Dividends on preferred stock		—		—		—		119		119
Net income available for common stockholders	$	1,084	$	952	$	1,122	$	989	$	788
Basic earnings per common share	$	0.43	$	0.38	$	0.44	$	0.49	$	0.39
Diluted earnings per common share	$	0.43	$	0.37	$	0.44	$	0.43	$	0.36

Consolidated Financial Highlights (Unaudited)

Key Operating Statistics

	Three months ended
	(In Thousands, Except Per Share Data and ratios)
	March 31,			December 31,			September 30,			June 30,			March 31,
	2018			2017			2017			2017			2017
Average:
Assets	$	476,063		$	462,966		$	449,770		$	454,524		$	452,265
Earning Assets		448,853			435,458			422,258			427,674			424,349
Loans		384,184			370,173			362,343			363,733			363,824
Interest-bearing deposits		322,627			317,196			312,668			319,883			314,939
Deposits		375,617			369,643			364,798			368,743			364,227
Borrowed funds		52,167			45,000			37,696			39,769			43,078
Equity		46,023			45,907			44,916			44,047			42,827
Common equity		46,023			45,907			44,916			38,240			35,718
Return on average assets		0.92	%		0.82	%		0.99	%		0.98	%		0.81	%
Return on average equity		9.55	%		8.23	%		9.91	%		10.09	%		8.59	%
Efficiency ratio		70.72	%		62.46	%		66.51	%		66.10	%		70.96	%
Non-interest income to average assets		0.70	%		0.75	%		0.82	%		0.82	%		0.73	%
Non-interest expenses to average assets		2.86	%		2.67	%		2.83	%		2.84	%		2.95	%
Net overhead to average assets		2.16	%		1.91	%		2.01	%		2.01	%		2.22	%
Yield on loans		4.75	%		4.88	%		4.73	%		4.69	%		4.60	%
Yield on investment securities (TE)		2.56	%		2.77	%		2.68	%		2.85	%		2.87	%
Yield on average earning assets (TE)		4.42	%		4.52	%		4.41	%		4.37	%		4.32	%
Cost of average interest bearing liabilities		1.04	%		0.94	%		0.88	%		0.81	%		0.77	%
Net interest margin (TE)		3.55	%		3.74	%		3.68	%		3.69	%		3.68	%
Number of FTE employees		96			98			97			95			94
Asset Quality Indicators:
Non-performing loans to total loans		0.54	%		0.36	%		0.73	%		0.8	%		0.83	%
Non-performing assets to total assets		0.43	%		0.29	%		0.58	%		0.63	%		0.65	%
Allowance for loan losses to total loans		1.21	%		1.26	%		1.34	%		1.36	%		1.34	%
YTD net charge-offs (recoveries) to average loans, annualized		0.06	%		(0.01)	%		—	%		(0.01)	%		(0.02)	%
YTD net charge-offs (recoveries)		61			(22)			2			(13)			(22)

Consolidated Financial Highlights (Unaudited)

	(In Thousands, Except Share Data and ratios)
	March 31,			December 31,			December 31,
Consolidated Capital Ratios	2018			2017			2016
Total shareholders’ equity to total assets ratio		9.53	%		9.85	%		9.30	%
Tangible equity ratio (1)		8.75	%		9.02	%		8.44	%
Tangible common equity ratio (1)		8.75	%		9.02	%		6.83	%
Book value per common share	$	18.29		$	18.14		$	17.54
Tangible book value per common share (1)	$	16.64		$	16.47		$	15.40
End of period common share closing price	$	25.41		$	24.00		$	18.00

(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.

	(In Thousands, Except Share Data and ratios)
	March 31,			December 31,			December 31,
Regulation G Non-GAAP Reconciliation:	2018			2017			2016
Total shareholders’ equity (a)	$	46,428		$	45,834		$	42,364
Less:
Preferred stock		—			—			(7,261)
Common equity (b)		46,428			45,834			35,103
Goodwill		(4,097)			(4,097)			(4,097)
Intangible assets		(106)			(124)			(194)
Tangible common equity (c)		42,225			41,613			30,812
Add:
Preferred stock		—			—			7,261
Tangible equity (d)		42,225			41,613			38,073
Total assets (e)		487,005			465,382			455,422
Less:
Goodwill		(4,097)			(4,097)			(4,097)
Intangible assets		(106)			(124)			(194)
Tangible assets (f)	$	482,802		$	461,161		$	451,131
Shares outstanding (in thousands) (g)		2,538			2,526			2,001
Book value per common share (b/g)	$	18.29		$	18.14		$	17.54
Tangible book value per common share (c/g)	$	16.64		$	16.47		$	15.40
Equity to assets ratio (a/e)		9.53	%		9.85	%		9.30	%
Tangible equity ratio (d/f)		8.75	%		9.02	%		8.44	%
Common equity ratio (b/e)		9.53	%		9.85	%		7.71	%
Tangible common equity ratio (c/f)		8.75	%		9.02	%		6.83	%