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8-K - 8-K - Citizens Community Bancorp Inc.a8kearningsrelczwi20180630.htm


EXHIBIT 99.1
 
bancorp_logoa02.jpg

Citizens Community Bancorp, Inc. Earns $503,000 For Third Fiscal Quarter 2018.
Loan Growth Continues, New Capital Raise Completed and Merger Announcement Highlight Third Fiscal Quarter 2018.

EAU CLAIRE, WI, July 27, 2018 - Citizens Community Bancorp, Inc. (the "Company") (Nasdaq: CZWI), the parent company of Citizens Community Federal N.A. (the “Bank”), today reported earnings of $503,000, or $0.08 per diluted share in Q3 fiscal 2018, compared to $1.083 million, or $0.20 per diluted share, in the third fiscal quarter one year earlier. The Q3 fiscal 2018 operations reflected higher professional fees associated with the announced proposed acquisition of United Bank ("United"), increased loan loss provision expense associated with $40 million in loan growth, write-downs on closed branches held for sale and reported as OREO and final settlement of the outstanding litigation matter. For the nine months ended June 30, 2018, earnings increased 8% to $3.184 million, or $0.52 per diluted share from $2.957 million, or $0.56 per diluted share for the nine months ended June 30, 2017.
Core earnings (non-GAAP)* were $730,000, or $0.11 per diluted share for Q3 fiscal 2018 compared to $1.249 million, or $0.23 per diluted shares for Q3 fiscal 2017. Core earnings (non-GAAP)* exclude merger and branch closure expenditures, insurance and legal settlement proceeds received, and the net impact of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") which are itemized on the accompanying financial table "Reconciliation of GAAP Earnings (loss) and Core Earnings (non-GAAP)*".
“We saw strong loan growth during the quarter across our commercial banking business, which reflected strong economic conditions in our markets and the expanded capacity of our banking team in northwest Wisconsin and Mankato, Minnesota,” said Stephen Bianchi, President and Chief Executive Officer. "Commercial and Industrial loans grew $17 million in the quarter with an additional $28 million growth in commercial real estate loans."
"We are also making progress on the proposed acquisition of United Bank announced in June for approximately $50.7 million in cash. The acquisition will be funded by the $65 million in preferred stock sold in June. We believe the in-market United Bank acquisition, expected to be completed in the fourth calendar quarter of 2018, will continue our transformation into a more efficient banking operation focused on a commercial, consumer and mortgage banking business model. This approach will allow us to deliver value to our clients and our stakeholders," Mr. Bianchi stated.
*Core earnings is a non-GAAP measure that management believes enhances investors' ability to better understand the underlying business performance and trends related to core business activities. For a detailed reconciliation of GAAP to non-GAAP results, see the accompanying financial table "Reconciliation of GAAP Earnings (loss) and Core Earnings (non-GAAP)".

1



Q3 Fiscal 2018 Financial Highlights: (at or for the periods ended June 30, 2018, compared to June 30, 2017 and /or March 31, 2018)

Net income totaled $503,000 in Q3 fiscal 2018, compared to $1.08 million a year ago, and $1.34 million in Q2 fiscal 2018. Expenses increased during the current quarter due to higher provision for loan losses related to strong organic commercial loan growth, valuation reductions to OREO branch offices that are scheduled for sale, acquisition related expenses and expenses related to resolve litigation.

Net interest margin (NIM) remained at 3.40% for the current quarter, compared to 3.40% for Q2 fiscal 2018 and 3.41% a year earlier. The increase in funding costs were offset by higher asset yields, primarily from loans and higher levels of equity due to the preferred stock offer.

Loan loss provision was $650,000 in Q3 fiscal 2018 compared to $100,000 the previous quarter as the Community Banking loan portfolio, consisting of commercial banking business and consumer lending, showed strong growth. The allowance for loan and lease losses (“ALLL”) was 0.85% of total loans at June 30, 2018, compared to 0.82% one quarter earlier. Loans acquired, which are reported at fair market value at acquisition, are included in total loans. Nonperforming assets (“NPA”) declined as sales of OREO properties accelerated. NPA’s were $12.7 million, or 1.31% of total assets at June 30, 2018, compared to $14.0 million, or 1.49% of total assets at March 31, 2018. The decrease was primarily the result of sales of foreclosed and repossessed assets during the quarter. Foreclosed and repossessed assets declined to $5.4 million at June 30, 2018 from $7.1 million at March 31, 2018. Net charge offs were $79,000 for Q3 fiscal 2018 compared to $72,000 for Q2 fiscal 2018.

Total non-interest expense for Q3 fiscal 2018 of $7.87 million was higher compared to Q2 fiscal 2018 at $7.10 million. The increase was largely related to increased professional fees related to both the proposed acquisition totaling $228,000 and litigation costs totaling $198,000, as well as OREO branch office write-downs totaling $449,000. The Bank has accepted offers to sell these two facilities.

Net loans increased to $754.6 million at June 30, 2018, compared to $715.2 million at March 31, 2018, reflecting growth in commercial, multi-family and agricultural loans. As a result of this loan growth, assets increased to $975.1 million at June 30, 2018 compared to $940.4 million one quarter earlier and $665.6 million one year earlier.

As a result of the issuance of preferred stock, the Company's June 30, 2018 capital ratios temporarily increased. Approximately $50.7 million of the proceeds from the preferred stock placement will be utilized to fund the United acquisition. The Company's capital ratios will decline in the quarter the United acquisition is completed. All capital ratios are expected to exceed regulatory guidelines for a well-capitalized financial institution.
    
Bank and Company capital ratios exceeded regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at June 30, 2018:

 
 
Citizens Community Federal N.A.
 
Citizens Community Bancorp, Inc.
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
Total capital (to risk weighted assets)
 
12.8%
 
19.6%
 
10.0%
Tier 1 capital (to risk weighted assets)
 
11.9%
 
16.7%
 
8.0%
Common equity tier 1 capital (to risk weighted assets)
 
11.9%
 
8.3%
 
6.5%
Tier 1 leverage ratio (to adjusted total assets)
 
9.3%
 
13.1%
 
5.0%


2




Balance Sheet and Asset Quality Review
Total assets were $975.1 million at June 30, 2018, compared to $940.4 million at March 31, 2018, and $665.6 million at June 30, 2017. The increase in total assets from a year ago was primarily due to the acquisition of Wells Financial completed in August 2017, while the most recent increase was supported by new capital and loan growth.

Loan balances increased 5.5% from the linked quarter primarily due to an increase in commercial, multi-family and agricultural loans, offset partially by the reduction of the Legacy Loan portfolio, consisting of one to four family loans and indirect paper loans. The timing of the loan growth was weighted to later in the quarter. As such, the volume impact of this gain will enhance net interest income in our fourth fiscal quarter. The current loan growth was also supported by a large single $8.2 million bridge loan which is expected to be repaid before our fiscal year-end. At June 30, 2018, the Community Banking portfolio totaled 62% of the total loan portfolio, versus 58% for the prior quarter and 45% one year earlier. As expected, the Legacy Loan portfolio continues to decrease, both in dollars and percentage of total loan outstandings, as the portfolio shrinks due to loan amortization and prepayments.

The allowance for loan and lease losses increased in Q3 fiscal 2018 to $6.5 million, representing 0.85% of total loans, compared to $5.9 million and 0.82% of total loans at March 31, 2018. Net charge offs were $79,000 for Q3 fiscal 2018 compared to $72,000 for Q2 fiscal 2018.

Nonperforming assets were $12.7 million, or 1.31% of total assets at June 30, 2018 compared to $14.0 million, or 1.49% of total assets at March 31, 2018. The decrease was primarily the result of sales of foreclosed and repossessed assets during the quarter. Foreclosed and repossessed assets declined to $5.4 million at June 30, 2018 from $7.1 million at March 31, 2018.

Deposits totaled $744.5 million at June 30, 2018, compared to $748.6 million at March 31, 2018, and $519.1 million at June 30, 2017. Noninterest-bearing deposits increased to $82.1 million at June 30, 2018, compared to $79.9 million at March 31, 2018, and $49.6 million at June 30, 2017.

Federal Home Loan Bank ("FHLB") advances decreased to $58.0 million at June 30, 2018, compared to $85.0 million at March 31, 2018. FHLB advances were used to fund loan growth during the quarter and then paid down with the preferred stock proceeds placed on deposit with the Bank. The Bank utilized the increase in deposits, which are eliminated in consolidation, to temporarily reduce FHLB advances.

Book value per share was $12.50 at June 30, 2018, compared to $12.45 at March 31, 2018. Tangible book value per share (non-GAAP) was $9.89 at June 30, 2018, compared to $9.82 at March 31, 2018.

On June 20, 2018, the Company entered into a securities purchase agreement and a registration rights agreement with each of a limited number of institutional and other accredited investors, including certain officers and directors of the Company (collectively the “Purchasers”), pursuant to which the Company sold an aggregate of 500,000 shares of the Company’s 8.00% Series A Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, (the “Series A Preferred Stock”), in a private placement (the “Private Placement”) at $130 per share, for aggregate gross proceeds of $65 million.

Each share of Series A Preferred Stock will be mandatorily convertible into ten shares of common stock following receipt of stockholder approval of the issuance of the shares of common stock into which the Series A Preferred Stock is expected to be converted.  The Company has scheduled a special meeting of stockholders on September 25, 2018 for purposes of a stockholder vote regarding approval of issuance of the shares of common stock into which the Series A Preferred Stock is expected to be converted.



3



Review of Operations

Net interest income was $7.5 million for Q3 fiscal 2018, compared to $7.4 million for Q2 fiscal 2018 and $5.3 million one year earlier. For the nine months ended June 30, 2018, net interest income was $22.4 million compared to $16.1 million for the nine months ended June 30, 2017. The net interest margin (“NIM”) remained at 3.40% for Q3 fiscal 2018 compared to 3.40% one quarter earlier and 3.41% for the like quarter one year earlier.

Loan yields increased to 4.87% for Q3 fiscal 2018 compared to 4.77% one quarter earlier and 4.57% for Q3 fiscal 2017. Meanwhile, deposit costs increased to 0.86% for Q3 fiscal 2018 from 0.76% one quarter earlier and declined from 0.88% for Q3 fiscal 2017. Costs on the FHLB and other borrowings increased to 3.01% for Q3 fiscal 2018 from 2.57% one quarter earlier and 1.34% for the quarter ended Q3 2017. For the nine months ended June 30, 2018, the NIM increased to 3.41% from 3.36% for the nine months ended June 30, 2017.
For Q3 fiscal 2018, $650,000 of provision for loan losses was recorded, reflecting strong organic loan growth.
Total non-interest income was $1.77 million for Q3 fiscal 2018 compared to $1.68 million for Q2 fiscal 2018 and $991,000 for Q3 fiscal 2017. The higher level of non-interest income primarily relates to higher gains on the sale of mortgage loans originated and higher loan fees and service charges. For the nine months ended June 30, 2018, non-interest income totaled $5.38 million compared to $3.36 million for the nine months ended June 30, 2017.

Total non-interest expense was $7.9 million for Q3 fiscal 2018 compared to $7.1 million for Q2 fiscal 2018 and $4.6 million for Q3 fiscal 2017. Total non-interest expense for the third quarter includes higher professional fees largely associated with the proposed United Bank acquisition totaling $228,000 and resolved litigation costs totaling $198,000, as well as OREO branch office write-downs totaling $449,000. For the nine months ended June 30, 2018, total non-interest expenses totaled $22.1 million compared to $15.0 million for the nine months ended June 30, 2017. The higher expenses for the nine-month period primarily relate to increased costs associated with the prior acquisition of Wells Financial Corp completed on August 18, 2017 and higher staffing levels to support growth, along with the third quarter items noted above.

Provisions for income taxes were $220,000 for Q3 fiscal 2018 compared to $487,000 for Q2 fiscal 2018 and $604,000 for Q3 fiscal 2017. The effective tax rate for Q3 fiscal 2018 was 30.4% compared to 26.6% one quarter earlier and 35.8% for Q3 fiscal 2017. The higher effective tax rate for Q3 fiscal 2018 was partially the result of non-deductible expenses related to the proposed United Bank acquisition. For the nine months ended June 30, 2018, the effective tax rate was 33.3% compared to 34.1% for the nine months ended June 30, 2017. The nine-month period ended June 30, 2018, was impacted by the revaluation of net deferred tax assets in the first quarter of fiscal 2018 and the tax impact of non-deductible acquisition costs in the third quarter. The Tax Cuts and Jobs Act of 2017 (“the Tax Act”), enacted on December 22, 2017, reduces the corporate Federal income tax rate for the Company from 34% to 24.5% in fiscal 2018 and 21% in fiscal 2019. Additionally, the Tax Act made other changes to U.S. corporate income tax laws.

These financial results are preliminary until the Form 10-Q is filed in August 2018.

About the Company

Citizens Community Bancorp, Inc. (NASDAQ: “CZWI”) is the holding company of Citizens Community Federal N.A., a national bank based in Altoona, Wisconsin, serving customers in Wisconsin, Minnesota and Michigan through 22 branch locations. Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato, MN, and various rural communities around these areas. The company offers traditional community banking services to businesses, Ag operators and consumers, including one-to-four family mortgages. The company’s recently completed merger with Wells Federal Bank of Wells, MN expands its market share in Mankato and southern Minnesota and added seven branch locations along with expanded services through Wells Insurance Agency.




4



Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this release are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “planned,” “potential,” “should,” “will,” “would” or the negative of those terms or other words of similar meaning. Such forward-looking statements in this release are inherently subject to many uncertainties arising in the operations and business environment of the Company and Citizens Community Federal N.A. (“CCFBank”). These uncertainties include conditions in the financial markets and economic conditions generally; the possibility of a deterioration in the residential real estate markets; interest rate risk; lending risk; the sufficiency of loan allowances; changes in the fair value or ratings downgrades of our securities; competitive pressures among depository and other financial institutions; our ability to realize the benefits of net deferred tax assets; our ability to maintain or increase our market share; the risk that the acquisition of United Bank may be more difficult, costly or time consuming or that the expected benefits are not realized; failure to obtain applicable regulatory approvals and meet other closing conditions to the acquisition of United Bank on the expected terms and schedule; the risk that if the acquisition of United Bank were not completed it could negatively impact the stock price and the future business and financial results of the Company; difficulties and delays in integrating the acquired business operations or fully realizing cost savings and other benefits; acts of terrorism and political or military actions by the United States or other governments; legislative or regulatory changes or actions, or significant litigation, adversely affecting the Company or CCFBank; increases in FDIC insurance premiums or special assessments by the FDIC; disintermediation risk; our inability to obtain needed liquidity; our ability to raise capital needed to fund growth or meet regulatory requirements; the possibility that our internal controls and procedures could fail or be circumvented; our ability to attract and retain key personnel; our ability to keep pace with technological change; cybersecurity risks; risks posed by acquisitions and other expansion opportunities; changes in federal or state tax laws; litigation risk; changes in accounting principles, policies or guidelines and their impact on financial performance; restrictions on our ability to pay dividends; and the potential volatility of our stock price. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Such uncertainties and other risks that may affect the Company’s performance are discussed further in Part I, Item 1A, “Risk Factors,” in the Company’s Form 10-K, for the year ended September 30, 2017 filed with the Securities and Exchange Commission ("SEC") on December 13, 2017 and the Company's subsequent filings with the SEC. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this news release or to update them to reflect events or circumstances occurring after the date of this release.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, which management believes may be helpful in understanding the Company's results of operations or financial position and comparing results over different periods. Non-GAAP measures eliminate the impact of certain one-time expenses such as acquisition and branch closure costs and related data processing termination fees, legal costs, severance pay, accelerated depreciation expense and lease termination fees and the net impact of the Tax Cuts and Jobs Act of 2017. Merger related charges represent expenses to either satisfy contractual obligations of acquired entities without any useful benefit to the Company or to convert and consolidate customer records onto the Company platforms. These costs are unique to each transaction based on the contracts in existence at the merger date. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other banks and financial institutions.

Contact: Steve Bianchi, CEO
(715)-836-9994


5



CITIZENS COMMUNITY BANCORP, INC.
Consolidated Balance Sheets (unaudited)
(in thousands)
 
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
June 30, 2017
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
27,731

 
$
31,468

 
$
41,677

 
$
33,749

Other interest bearing deposits
 
8,160

 
8,399

 
8,148

 
995

Securities available for sale "AFS"
 
119,702

 
118,314

 
95,883

 
78,475

Securities held to maturity "HTM"
 
4,809

 
5,013

 
5,453

 
5,653

Non-marketable equity securities, at cost
 
6,862

 
7,707

 
7,292

 
4,498

Loans receivable
 
761,087

 
721,128

 
732,995

 
519,403

Allowance for loan losses
 
(6,458
)
 
(5,887
)
 
(5,942
)
 
(5,756
)
Loans receivable, net
 
754,629

 
715,241

 
727,053

 
513,647

Loans held for sale
 
1,778

 
1,520

 
2,334

 
979

Mortgage servicing rights
 
1,841

 
1,849

 
1,886

 

Office properties and equipment, net
 
9,947

 
9,151

 
9,645

 
5,023

Accrued interest receivable
 
3,306

 
3,251

 
3,291

 
1,950

Intangible assets
 
4,966

 
5,126

 
5,449

 
753

Goodwill
 
10,444

 
10,444

 
10,444

 
4,663

Foreclosed and repossessed assets, net
 
5,392

 
7,080

 
6,017

 
622

Bank owned life insurance
 
11,581

 
11,502

 
11,343

 
11,389

Other assets
 
3,922

 
4,318

 
4,749

 
3,245

TOTAL ASSETS
 
$
975,070

 
$
940,383

 
$
940,664

 
$
665,641

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deposits
 
$
744,536

 
$
748,615

 
$
742,504

 
$
519,133

Federal Home Loan Bank advances
 
58,000

 
85,000

 
90,000

 
67,900

Other borrowings
 
29,059

 
29,479

 
30,319

 
11,000

Other liabilities
 
8,264

 
3,780

 
4,358

 
1,598

Total liabilities
 
839,859

 
866,874

 
867,181

 
599,631

Stockholders’ equity:
 
 
 
 
 
 
 
 
Preferred stock - $0.01 par value, $130.00 per share liquidation, 1,000,000 shares authorized, 500,000 shares issued and outstanding
 
61,289

 

 

 

Common stock— $0.01 par value, authorized 30,000,000; 5,914,379; 5,902,481; 5,888,816 and 5,270,895 shares issued and outstanding, respectively
 
59

 
59

 
59

 
53

Additional paid-in capital
 
63,850

 
63,575

 
63,383

 
55,089

Retained earnings
 
12,904

 
12,401

 
10,764

 
11,221

Unearned deferred compensation
 
(716
)
 
(515
)
 
(456
)
 
(214
)
Accumulated other comprehensive (loss) gain
 
(2,175
)
 
(2,011
)
 
(267
)
 
(139
)
Total stockholders’ equity
 
135,211

 
73,509

 
73,483

 
66,010

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
975,070

 
$
940,383

 
$
940,664

 
$
665,641

Note: Certain items previously reported were reclassified for consistency with the current presentation.


6



CITIZENS COMMUNITY BANCORP, INC.
Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30, 2018
 
March 31, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
Interest and dividend income:
 
 
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
8,865

 
$
8,539

 
$
6,030

 
$
26,125

 
$
18,632

Interest on investments
 
905

 
813

 
591

 
2,409

 
1,476

Total interest and dividend income
 
9,770

 
9,352

 
6,621

 
28,534

 
20,108

Interest expense:
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
1,432

 
1,250

 
1,035

 
3,884

 
3,204

Interest on FHLB borrowed funds
 
412

 
314

 
164

 
987

 
500

Interest on other borrowed funds
 
446

 
432

 
107

 
1,300

 
308

Total interest expense
 
2,290

 
1,996

 
1,306

 
6,171

 
4,012

Net interest income before provision for loan losses
 
7,480

 
7,356

 
5,315

 
22,363

 
16,096

Provision for loan losses
 
650

 
100

 

 
850

 

Net interest income after provision for loan losses
 
6,830

 
7,256

 
5,315

 
21,513

 
16,096

Non-interest income:
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
 
413

 
430

 
325

 
1,303

 
1,065

Interchange income
 
338

 
302

 
203

 
946

 
575

Loan servicing income
 
337

 
346

 
62

 
1,011

 
205

Gain on sale of mortgage loans
 
226

 
189

 
206

 
709

 
490

Loan fees and service charges
 
116

 
87

 
96

 
357

 
418

Insurance commission income
 
187

 
187

 

 
540

 

Settlement proceeds
 

 

 

 

 
283

Gains (losses) on available for sale securities
 
4

 
(21
)
 

 
(17
)
 
29

Other
 
146

 
155

 
99

 
532

 
295

Total non-interest income
 
1,767

 
1,675

 
991

 
5,381

 
3,360

Non-interest expense:
 
 
 
 
 
 
 
 
 
 
Compensation and benefits
 
3,840

 
3,806

 
2,395

 
11,201

 
7,629

Occupancy
 
733

 
761

 
565

 
2,199

 
2,196

Office
 
417

 
426

 
304

 
1,281

 
897

Data processing
 
720

 
733

 
476

 
2,157

 
1,402

Amortization of intangible assets
 
161

 
161

 
38

 
484

 
119

Amortization of mortgage servicing rights
 
84

 
76

 

 
250

 

Advertising, marketing and public relations
 
185

 
146

 
75

 
480

 
243

FDIC premium assessment
 
94

 
115

 
79

 
351

 
231

Professional services
 
735

 
323

 
382

 
1,746

 
1,218

Loss (gain) on repossessed assets, net
 
450

 

 
(11
)
 
464

 
(16
)
Other
 
455

 
556

 
316

 
1,507

 
1,050

Total non-interest expense
 
7,874

 
7,103

 
4,619

 
22,120

 
14,969

Income before provision for income taxes
 
723

 
1,828

 
1,687

 
4,774

 
4,487

Provision for income taxes
 
220

 
487

 
604

 
1,590

 
1,530

Net income attributable to common stockholders
 
$
503

 
$
1,341

 
$
1,083

 
$
3,184

 
$
2,957

Per share information:
 
 
 
 
 
 
 
 
 
 
Basic earnings
 
$
0.09

 
$
0.23

 
$
0.21

 
$
0.54

 
$
0.56

Diluted earnings
 
$
0.08

 
$
0.23

 
$
0.20

 
$
0.52

 
$
0.56

Cash dividends paid
 
$

 
$
0.20

 
$

 
$
0.20

 
$
0.16

Book value per share at end of period
 
$
12.50

 
$
12.45

 
$
12.52

 
$
12.50

 
$
12.52

Tangible book value per share at end of period (non-GAAP)
 
$
9.89

 
$
9.82

 
$
11.50

 
$
9.89

 
$
11.50


Note: Certain items previously reported were reclassified for consistency with the current presentation.

7



Reconciliation of GAAP Earnings (loss) and Core Earnings (non-GAAP):
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30, 2018
 
March 31, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
 
 
 
GAAP earnings before income taxes
 
$
723

 
$
1,828

 
$
1,687

 
$
4,774

 
$
4,487

Merger related costs (1)
 
228

 
10

 
147

 
332

 
343

Branch closure costs (2)
 
16

 
1

 
59

 
24

 
696

Settlement proceeds
 

 

 

 

 
(283
)
Prepayment fee
 

 

 

 

 
104

Core earnings before income taxes (3)
 
967

 
1,839

 
1,893

 
5,130

 
5,347

Provision for income tax on core earnings (4)
 
237

 
451

 
644

 
1,257

 
1,819

Core earnings after income taxes (3)
 
$
730

 
$
1,388

 
$
1,249

 
$
3,873

 
$
3,528

GAAP diluted earnings per share, net of tax
 
$
0.08

 
$
0.23

 
$
0.20

 
$
0.52

 
$
0.56

Merger related costs, net of tax
 
0.03

 

 
0.02

 
0.05

 
0.04

Branch closure costs, net of tax
 

 

 
0.01

 

 
0.08

Tax Cuts and Jobs Act of 2017 tax provision (5)
 

 

 

 
0.05

 

Settlement Proceeds
 

 

 

 

 
(0.03
)
Prepayment fee
 

 

 

 

 
0.01

Core diluted earnings per share, net of tax
 
$
0.11

 
$
0.23

 
$
0.23

 
$
0.62

 
$
0.66

 
 


 


 
 
 
 
 
 
Average diluted shares outstanding
 
6,461,760

 
5,932,342

 
5,316,726

 
6,082,543

 
5,305,460

(1) Costs incurred are included as data processing, advertising, marketing and public relations, professional fees and other non-interest expense in the consolidated statement of operations.
(2) Branch closure costs include severance pay recorded in compensation and benefits, accelerated depreciation expense and lease termination fees included in occupancy and other costs included in other non-interest expense in the consolidated statement of operations. In addition, other non-interest expense includes costs related to the valuation reduction of the Ridgeland branch office in the fourth quarter of fiscal 2017.
(3) Core earnings is a non-GAAP measure that management believes enhances investors' ability to better understand the underlying business performance and trends related to core business activities.
(4) Provision for income tax on core earnings is calculated at 24.5% for all quarters in fiscal 2018 and at 34% for all quarters in the prior fiscal year, which represents our federal statutory tax rate for each respective period presented.
(5) As a result of the Tax Cuts and Jobs Act of 2017, we recorded a one-time net tax provision of $275 in December 2017, which is included in provision for income taxes expense in the consolidated statement of operations.
(6) Reconciliation of tangible book value:
Tangible book value per share at end of period
 
June 30, 2018
 
March 31,
2018
 
September 30, 2017
 
June 30,
2017
Total stockholders' equity
 
$
135,211

 
$
73,509

 
$
73,483

 
$
66,010

Less: Preferred stock
 
(61,289
)
 

 

 

Less: Goodwill
 
(10,444
)
 
(10,444
)
 
(10,444
)
 
(4,663
)
Less: Intangible assets
 
(4,966
)
 
(5,126
)
 
(5,449
)
 
(753
)
Tangible common equity (non-GAAP)
 
$
58,512

 
$
57,939

 
$
57,590

 
$
60,594

Ending common shares outstanding
 
5,914,379

 
5,902,481

 
5,888,816

 
5,270,895

Tangible book value per share (non-GAAP)
 
$
9.89

 
$
9.82

 
$
9.78

 
$
11.50


8




Nonperforming Assets:

 
 
June 30, 2018 and Three Months Ended
 
March 31, 2018 and Three Months Ended
 
September 30, 2017 and Twelve Months Ended
 
June 30, 2017 and Three Months Ended
Nonperforming assets:
 
 
 
 
 
 
 
 
Nonaccrual loans
 
$
6,627

 
$
6,642

 
$
7,452

 
$
6,035

Accruing loans past due 90 days or more
 
710

 
281

 
589

 
681

Total nonperforming loans (“NPLs”)
 
7,337

 
6,923

 
8,041

 
6,716

Other real estate owned ("OREO")
 
5,328

 
7,015

 
5,962

 
580

Other collateral owned
 
64

 
65

 
55

 
42

Total nonperforming assets (“NPAs”)
 
$
12,729

 
$
14,003

 
$
14,058

 
$
7,338

Troubled Debt Restructurings (“TDRs”)
 
$
8,210

 
$
8,699

 
$
5,851

 
$
3,389

Nonaccrual TDRs
 
$
2,349

 
$
2,607

 
$
621

 
$
393

Average outstanding loan balance
 
$
735,723

 
$
725,601

 
$
653,717

 
$
527,106

Loans, end of period
 
$
761,087

 
$
721,128

 
$
732,995

 
$
519,403

Total assets, end of period
 
$
975,070

 
$
940,383

 
$
940,664

 
$
665,528

Allowance for loan losses ("ALL"), at beginning of period
 
$
5,887

 
$
5,859

 
$
6,068

 
$
5,835

Loans charged off:
 
 
 
 
 
 
 
 
Residential real estate
 
(47
)
 
(49
)
 
(233
)
 
(50
)
Commercial/Agricultural real estate
 
(65
)
 
(8
)
 

 

Consumer non-real estate
 
(34
)
 
(67
)
 
(389
)
 
(54
)
Commercial/Agricultural non-real estate
 
(5
)
 

 
(9
)
 
(7
)
Total loans charged off
 
(151
)
 
(124
)
 
(631
)
 
(111
)
Recoveries of loans previously charged off:
 
 
 
 
 
 
 
 
Residential real estate
 
34

 
4

 
14

 
4

Commercial/Agricultural real estate
 

 

 

 

Consumer non-real estate
 
26

 
48

 
171

 
28

Commercial/Agricultural non-real estate
 
12

 

 
1

 

Total recoveries of loans previously charged off:
 
72

 
52

 
186

 
32

Net loans charged off (“NCOs”)
 
(79
)
 
(72
)
 
(445
)
 
(79
)
Additions to ALL via provision for loan losses charged to operations
 
650

 
100

 
319

 

ALL, at end of period
 
$
6,458

 
$
5,887

 
$
5,942

 
$
5,756

Ratios:
 
 
 
 
 
 
 
 
ALL to NCOs (annualized)
 
2,043.67
%
 
2,044.10
%
 
1,335.28
%
 
1,821.52
%
NCOs (annualized) to average loans
 
0.04
%
 
0.04
%
 
0.07
%
 
0.06
%
ALL to total loans
 
0.85
%
 
0.82
%
 
0.81
%
 
1.11
%
NPLs to total loans
 
0.96
%
 
0.96
%
 
1.10
%
 
1.29
%
NPAs to total assets
 
1.31
%
 
1.49
%
 
1.49
%
 
1.10
%






9





Nonaccrual Loans Rollforward:
 
Quarter Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
June 30, 2017
Balance, beginning of period
$
6,642

 
$
6,388

 
$
7,452

 
$
6,035

 
$
5,767

Additions
3,225

 
901

 
$
287

 
514

 
626

Acquired nonaccrual loans

 

 

 
1,449

 

Charge-offs
(38
)
 
(34
)
 
(74
)
 
(22
)
 
(15
)
Transfers to OREO

 
(334
)
 
(52
)
 
(163
)
 
(159
)
Return to accrual status

 

 

 

 

Payments received
(2,915
)
 
(257
)
 
(1,207
)
 
(345
)
 
(168
)
Other, net
(287
)
 
(22
)
 
(18
)
 
(16
)
 
(16
)
Balance, end of period
$
6,627

 
$
6,642

 
$
6,388

 
$
7,452

 
$
6,035

Other Real Estate Owned Rollforward:
 
Quarter Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
June 30, 2017
Balance, beginning of period
$
7,015

 
$
6,996

 
$
5,962

 
$
580

 
$
648

Loans transferred in

 
334

 
$
52

 
163

 
159

Acquired OREO

 

 

 
5,343

 

Branch properties transferred in

 

 
1,444

 
250

 

Sales
(889
)
 
(256
)
 
(394
)
 
(353
)
 
(249
)
Write-downs
(498
)
 
(27
)
 
(16
)
 
(33
)
 

Other, net
(300
)
 
(32
)
 
(52
)
 
12

 
22

Balance, end of period
$
5,328

 
$
7,015

 
$
6,996

 
$
5,962

 
$
580


Troubled Debt Restructurings in Accrual Status
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
June 30, 2017
 
Number of
Modifications
 
Recorded
Investment
 
Number of
Modifications
 
Recorded
Investment
 
Number of
Modifications
 
Recorded
Investment
 
Number of
Modifications
 
Recorded
Investment
Troubled debt restructurings: Accrual Status
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
32

 
$
3,580

 
28

 
$
3,015

 
28

 
$
3,084

 
40

 
$
4,581

Commercial/Agricultural real estate
14

 
1,662

 
12

 
2,414

 
8

 
1,890

 
11

 
602

Consumer non-real estate
15

 
122

 
16

 
146

 
17

 
168

 
19

 
201

Commercial/Agricultural non-real estate
3

 
496

 
3

 
517

 
2

 
88

 
2

 
50

Total loans
64

 
$
5,860

 
59

 
$
6,092

 
55

 
$
5,230

 
72

 
$
5,434





10



Loan Composition - Detail

To better help understand the Bank's loan trends, we have added the below table. The loan categories and amounts shown are the same as on the following page and are presented in a different format. The Community Banking loan portfolios reflect the Bank's strategy to grow its commercial banking business and consumer lending. The Legacy loan portfolios reflect the Bank's strategy to sell substantially all newly originated one to four family loans in the secondary market and the discontinuation of originated and purchased indirect paper loans, effective in the first quarter of fiscal 2017.

 
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
June 30, 2017
Community Banking Loan Portfolios:
 
 
 
 
 
 
 
 
Commercial/Agricultural real estate:
 
 
 
 
 
 
 
 
Commercial real estate
 
$
208,526

 
$
187,735

 
$
159,962

 
$
104,277

Agricultural real estate
 
70,881

 
64,143

 
68,002

 
29,688

Multi-family real estate
 
45,707

 
38,389

 
26,228

 
23,354

Construction and land development
 
15,258

 
13,180

 
19,708

 
13,987

Commercial/Agricultural non-real estate:
 
 
 
 
 
 
 
 
Commercial non-real estate
 
74,763

 
58,200

 
55,251

 
32,557

Agricultural non-real estate
 
26,366

 
23,529

 
23,873

 
16,406

Residential real estate:
 
 
 
 
 
 
 
 
Purchased HELOC loans
 
15,237

 
16,187

 
18,071

 

Consumer non-real estate:
 
 
 
 
 
 
 
 
Other consumer
 
19,063

 
18,402

 
20,668

 
15,260

Total Community Banking Loan Portfolios
 
475,801

 
419,765

 
391,763

 
235,529

 
 
 
 
 
 
 
 
 
Legacy Loan Portfolios:
 
 
 
 
 
 
 
 
Residential real estate:
 
 
 
 
 
 
 
 
One to four family
 
202,356

 
209,044

 
229,563

 
156,735

Consumer non-real estate:
 
 
 
 
 
 
 
 
Originated indirect paper
 
66,791

 
73,599

 
85,732

 
93,887

Purchased indirect paper
 
19,801

 
22,665

 
29,555

 
33,660

Total Legacy Loan Portfolios
 
288,948

 
305,308

 
344,850

 
284,282

Gross loans
 
$
764,749

 
$
725,073

 
$
736,613

 
$
519,811




11



Loan Composition:
 
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
June 30, 2017
Originated Loans:
 
 
 
 
 
 
 
 
Residential real estate:
 
 
 
 
 
 
 
 
One to four family
 
$
122,028

 
$
122,903

 
$
132,380

 
$
136,527

Purchased HELOC loans
 
15,237

 
16,187

 
18,071

 

Commercial/Agricultural real estate:
 
 
 
 
 
 
 
 
Commercial real estate
 
156,760

 
130,795

 
97,155

 
79,450

Agricultural real estate
 
23,739

 
12,683

 
10,628

 
8,428

Multi-family real estate
 
42,360

 
36,713

 
24,486

 
23,354

Construction and land development
 
11,212

 
8,990

 
12,399

 
11,951

Consumer non-real estate:
 
 
 
 
 
 
 
 
Originated indirect paper
 
66,791

 
73,599

 
85,732

 
93,887

Purchased indirect paper
 
19,801

 
22,665

 
29,555

 
33,660

Other Consumer
 
15,549

 
14,466

 
14,496

 
14,836

Commercial/Agricultural non-real estate:
 
 
 
 
 
 
 
 
Commercial non-real estate
 
58,637

 
41,141

 
35,198

 
22,308

Agricultural non-real estate
 
16,792

 
13,064

 
12,493

 
12,213

Total originated loans
 
$
548,906

 
$
493,206

 
$
472,593

 
$
436,614

Acquired Loans:
 
 
 
 
 
 
 
 
Residential real estate:
 
 
 
 
 
 
 
 
One to four family
 
$
80,328

 
$
86,141

 
$
97,183

 
$
20,208

Commercial/Agricultural real estate:
 
 
 
 
 
 
 
 
Commercial real estate
 
51,766

 
56,940

 
62,807

 
24,827

Agricultural real estate
 
47,142

 
51,460

 
57,374

 
21,260

Multi-family real estate
 
3,347

 
1,676

 
1,742

 

Construction and land development
 
4,046

 
4,190

 
7,309

 
2,036

Consumer non-real estate:
 
 
 
 
 
 
 
 
Other Consumer
 
3,514

 
3,936

 
6,172

 
424

Commercial/Agricultural non-real estate:
 
 
 
 
 
 
 
 
Commercial non-real estate
 
16,126

 
17,059

 
20,053

 
10,249

Agricultural non-real estate
 
9,574

 
10,465

 
11,380

 
4,193

Total acquired loans
 
$
215,843

 
$
231,867

 
$
264,020

 
$
83,197

Total Loans:
 
 
 
 
 
 
 
 
Residential real estate:
 
 
 
 
 
 
 
 
One to four family
 
$
202,356

 
$
209,044

 
$
229,563

 
$
156,735

Purchased HELOC loans
 
15,237

 
16,187

 
18,071

 

Commercial/Agricultural real estate:
 
 
 
 
 
 
 
 
Commercial real estate
 
208,526

 
187,735

 
159,962

 
104,277

Agricultural real estate
 
70,881

 
64,143

 
68,002

 
29,688

Multi-family real estate
 
45,707

 
38,389

 
26,228

 
23,354

Construction and land development
 
15,258

 
13,180

 
19,708

 
13,987

Consumer non-real estate:
 
 
 
 
 
 
 
 
Originated indirect paper
 
66,791

 
73,599

 
85,732

 
93,887

Purchased indirect paper
 
19,801

 
22,665

 
29,555

 
33,660

Other Consumer
 
19,063

 
18,402

 
20,668

 
15,260

Commercial/Agricultural non-real estate:
 
 
 
 
 
 
 
 
Commercial non-real estate
 
74,763

 
58,200

 
55,251

 
32,557

Agricultural non-real estate
 
26,366

 
23,529

 
23,873

 
16,406

Gross loans
 
$
764,749

 
$
725,073

 
$
736,613

 
$
519,811

Unearned net deferred fees and costs and loans in process
 
693

 
839

 
1,471

 
1,023

Unamortized discount on acquired loans
 
(4,355
)
 
(4,784
)
 
(5,089
)
 
(1,431
)
Total loans receivable
 
$
761,087

 
$
721,128

 
$
732,995

 
$
519,403


12



    


Deposit Composition:

 
 
June 30,
2018
 
March 31, 2018
 
September 30, 2017
 
June 30,
2017
Non-interest bearing demand deposits
 
$
82,135

 
$
79,945

 
$
75,318

 
$
49,582

Interest bearing demand deposits
 
151,117

 
151,860

 
147,912

 
49,366

Savings accounts
 
98,427

 
100,363

 
102,756

 
53,124

Money market accounts
 
115,369

 
115,299

 
125,749

 
128,435

Certificate accounts
 
297,488

 
301,148

 
290,769

 
238,626

Total deposits
 
$
744,536

 
$
748,615

 
$
742,504

 
$
519,133



Average balances, Interest Yields and Rates:

 
 
Three months ended June 30, 2018
 
Three months ended March 31, 2018
 
Three months ended June 30, 2017
 
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate (1)
Average interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
19,203

 
$
61

 
1.27
%
 
$
27,772

 
$
62

 
0.91
%
 
$
17,246

 
$
27

 
0.66
%
Loans receivable
 
729,390

 
8,865

 
4.87
%
 
725,601

 
8,540

 
4.77
%
 
526,661

 
6,030

 
4.57
%
Interest bearing deposits
 
8,418

 
44

 
2.10
%
 
7,281

 
31

 
1.73
%
 
808

 
4

 
2.18
%
Investment securities (1)
 
124,715

 
701

 
2.44
%
 
113,943

 
620

 
2.39
%
 
84,845

 
512

 
2.11
%
Non-marketable equity securities, at cost
 
8,158

 
99

 
4.87
%
 
8,005

 
99

 
5.02
%
 
4,488

 
48

 
4.58
%
Total interest earning assets (1)
 
$
889,884

 
$
9,770

 
4.43
%
 
$
882,602

 
$
9,352

 
4.32
%
 
$
634,048

 
$
6,621

 
4.13
%
Average interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
 
$
94,741

 
$
53

 
0.22
%
 
$
94,497

 
$
28

 
0.12
%
 
$
47,184

 
$
13

 
0.14
%
Demand deposits
 
150,666

 
129

 
0.34
%
 
153,032

 
114

 
0.30
%
 
50,617

 
59

 
0.47
%
Money market accounts
 
115,625

 
196

 
0.68
%
 
118,622

 
161

 
0.55
%
 
122,709

 
126

 
0.41
%
CD’s
 
271,311

 
959

 
1.42
%
 
265,621

 
863

 
1.32
%
 
226,189

 
767

 
1.33
%
IRA’s
 
32,890

 
94

 
1.15
%
 
33,688

 
84

 
1.01
%
 
26,852

 
70

 
1.10
%
Total deposits
 
$
665,233

 
$
1,431

 
0.86
%
 
$
665,460

 
$
1,250

 
0.76
%
 
$
473,551

 
$
1,035

 
0.88
%
FHLB advances and other borrowings
 
114,498

 
859

 
3.01
%
 
117,939

 
746

 
2.57
%
 
74,548

 
271

 
1.34
%
Total interest bearing liabilities
 
$
779,731

 
$
2,290

 
1.18
%
 
$
783,399

 
$
1,996

 
1.03
%
 
$
548,099

 
$
1,306

 
0.94
%
Net interest income
 
 
 
$
7,480

 
 
 
 
 
$
7,356

 
 
 
 
 
$
5,315

 
 
Interest rate spread
 
 
 
 
 
3.25
%
 
 
 
 
 
3.29
%
 
 
 
 
 
3.27
%
Net interest margin (1)
 
 
 
 
 
3.40
%
 
 
 
 
 
3.40
%
 
 
 
 
 
3.41
%
Average interest earning assets to average interest bearing liabilities
 
 
 
 
 
1.14

 
 
 
 
 
1.13

 
 
 
 
 
1.16


(1) Fully taxable equivalent (FTE). The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 24.5% for the quarters ended June 30, 2018 and March 31, 2018. The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 34% for the quarter ended June 30, 2017. The FTE adjustment to net interest income included in the rate calculations totaled $55, $52 and $70 for the three months ended June 30, 2018, March 31, 2018 and June 30, 2017, respectively.




13



 
 
Nine months ended June 30, 2018
 
Nine months ended June 30, 2017
 
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate (1)
Average interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
24,840

 
$
191

 
1.03
%
 
$
15,007

 
$
68

 
0.61
%
Loans receivable
 
729,253

 
26,125

 
4.79
%
 
542,600

 
18,632

 
4.59
%
Interest bearing deposits
 
7,837

 
107

 
1.83
%
 
770

 
11

 
1.91
%
Investment securities (1)
 
113,662

 
1,834

 
2.34
%
 
85,910

 
1,249

 
2.28
%
Non-marketable equity securities, at cost
 
7,787

 
277

 
4.76
%
 
4,847

 
148

 
4.08
%
Total interest earning assets (1)
 
$
883,379

 
$
28,534

 
4.34
%
 
$
649,134

 
$
20,108

 
4.19
%
Average interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
 
$
95,293

 
$
103

 
0.14
%
 
$
45,342

 
$
46

 
0.14
%
Demand deposits
 
150,262

 
333

 
0.30
%
 
50,439

 
194

 
0.51
%
Money market accounts
 
118,779

 
524

 
0.59
%
 
126,061

 
387

 
0.41
%
CD’s
 
267,264

 
2,662

 
1.33
%
 
235,341

 
2,352

 
1.34
%
IRA’s
 
33,883

 
262

 
1.03
%
 
27,861

 
225

 
1.08
%
Total deposits
 
$
665,481

 
$
3,884

 
0.78
%
 
$
485,044

 
$
3,204

 
0.88
%
FHLB advances and other borrowings
 
115,623

 
2,287

 
2.64
%
 
77,914

 
808

 
1.39
%
Total interest bearing liabilities
 
$
781,104

 
$
6,171

 
1.06
%
 
$
562,958

 
$
4,012

 
0.95
%
Net interest income
 
 
 
$
22,363

 
 
 
 
 
$
16,096

 
 
Interest rate spread
 
 
 
 
 
3.29
%
 
 
 
 
 
3.24
%
Net interest margin (1)
 
 
 
 
 
3.41
%
 
 
 
 
 
3.36
%
Average interest earning assets to average interest bearing liabilities
 
 
 
 
 
1.13

 
 
 
 
 
1.15


(1) Fully taxable equivalent (FTE). The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 24.5% and 34% for the nine months ended June 30, 2018 and June 30, 2017, respectively. The FTE adjustment to net interest income included in the rate calculations totaled $159 and $214 for the nine months ended June 30, 2018 and June 30, 2017, respectively.

CITIZENS COMMUNITY FEDERAL N.A.
Selected Capital Composition Highlights (unaudited)

 
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
June 30, 2017
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
Total capital (to risk weighted assets)
 
12.8%
 
13.2%
 
13.2%
 
15.4%
 
10.0%
Tier 1 capital (to risk weighted assets)
 
11.9%
 
12.4%
 
12.4%
 
14.2%
 
8.0%
Common equity tier 1 capital (to risk weighted assets)
 
11.9%
 
12.4%
 
12.4%
 
14.2%
 
6.5%
Tier 1 leverage ratio (to adjusted total assets)
 
9.3%
 
9.3%
 
9.2%
 
10.3%
 
5.0%

14