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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 0-20148
CITIZENS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 61-1187135
(State of Incorporation) (I.R.S. Employer Identification No.)
12910 Shelbyville Road, Louisville, Kentucky, 40243
(Address of principal executive offices)
(502) 244-2420
(Registrant's telephone number)
Check whether the registrant (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ~~X~~
No ~~~~~~
APPLICABLE ONLY TO CORPORATE ISSURERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Class A Stock - 1,758,215 as of
May 11, 2001.
The date of this Report is May 14, 2001.
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Part I - Financial Information; Item 1 - Financial Statements
Citizens Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31 2001 2000
------------------------------------------------------------------------ -------------------- --------------------
Revenues:
Premiums and other considerations $7,030,087 $5,918,119
Premiums ceded (311,532) (195,767)
------------------------------------------------------------------------ -------------------- --------------------
Net premiums earned 6,718,555 5,722,352
Net investment income 1,684,933 1,424,583
Net realized investment gains, net of expenses 171,896 4,793,958
Other income 49,945 44,882
------------------------------------------------------------------------ -------------------- --------------------
Total Revenues 8,625,329 11,985,775
Policy Benefits and Expenses:
Policyholder benefits 4,700,975 4,232,535
Policyholder benefits ceded (283,840) (264,101)
------------------------------------------------------------------------ -------------------- --------------------
Net benefits 4,417,135 3,968,434
Increase in net benefit reserves 830,063 235,293
Interest credited on policyholder deposits 195,546 201,446
Commissions 1,758,343 1,182,923
General expenses 1,623,807 1,626,020
Interest expense 171,651 185,222
Policy acquisition costs deferred (1,058,813) (359,937)
Amortization of deferred policy acquisition costs,
value of insurance acquired, and goodwill 496,152 337,656
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Benefits and Expenses 8,433,884 7,377,057
------------------------------------------------------------------------ -------------------- --------------------
Income before Income Tax Expense 191,445 4,608,718
Income Tax Expense 88,000 1,700,000
------------------------------------------------------------------------ -------------------- --------------------
Income before cumulative effect of a change in accounting principle 103,445 2,908,718
Cumulative effect from prior years (since January 1, 1999) of
accounting for embedded options (311,211) ---
------------------------------------------------------------------------ -------------------- --------------------
Net Income (Loss) $ (207,766) $2,908,718
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Per Share Amounts:
Income before cumulative effect of a change in accounting principle $ 0.06 $ 1.65
Cumulative effect from prior years (since January 1, 1999) of
accounting for embedded options (0.18) ---
------------------------------------------------------------------------ -------------------- --------------------
Net Income (Loss) $ (0.12) $ 1.65
------------------------------------------------------------------------ -------------------- --------------------
See Notes to Condensed Consolidated Financial Statements.
Part I; Item 1 (continued)
Citizens Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Financial Condition
March 31, December 31,
2001 2000
------------------------------------------------------------------------ -------------------- --------------------
ASSETS (Unaudited)
Investments:
Securities available for sale, at fair value:
Fixed maturities (amortized cost of $68,529,362
and $72,516,172 in 2001 and 2000 respectively) $ 69,384,080 $ 71,403,674
Equity securities (cost of $11,998,741 and
$13,677,303 in 2001 and 2000, respectively) 8,720,604 12,577,874
Investment real estate 3,476,329 3,506,386
Mortgage loans on real estate 156,000 156,000
Policy loans 4,228,439 4,270,588
Short-term investments 610,379 610,379
------------------------------------------------------------------------ -------------------- --------------------
Total Investments 86,575,831 92,524,901
Cash and cash equivalents 26,947,109 20,093,774
Accrued investment income 1,234,587 1,328,491
Reinsurance recoverable 2,656,524 2,686,747
Premiums receivable 256,840 212,089
Property and equipment 2,918,564 2,959,744
Deferred policy acquisition costs 7,288,421 6,511,948
Value of insurance acquired 4,748,709 4,884,680
Goodwill 823,292 851,795
Federal income tax receivable 204,759 1,364,502
Deferred federal income tax 1,922,942 1,711,661
Other assets 544,925 407,674
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Total Assets $136,122,503 $135,538,006
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See Notes to Condensed Consolidated Financial Statements.
Part I; Item 1 (continued)
Citizens Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Financial Condition
March 31, December 31,
2001 2000
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LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
Liabilities:
Policy Liabilities:
Future policy benefits $ 84,582,481 $ 83,403,780
Policyholder deposits 16,283,200 16,381,247
Policy and contract claims 1,693,906 1,816,947
Unearned premiums 176,602 217,670
Other 258,331 203,600
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Liabilities 102,994,520 102,023,244
Notes payable 7,800,000 8,000,000
Accrued expenses and other liabilities 2,198,586 2,240,653
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities 112,993,106 112,263,897
Commitments and Contingencies
Shareholders' Equity:
Common stock, 6,000,000 shares authorized;
1,758,215 shares issued and outstanding
in 2001 and 2000, respectively 1,758,215 1,758,215
Additional paid-in capital 7,640,988 7,640,988
Accumulated other comprehensive income (1,510,240) (1,573,294)
Retained earnings 15,240,434 15,448,200
------------------------------------------------------------------------ -------------------- --------------------
Total Shareholders' Equity 23,129,397 23,274,109
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities and Shareholders' Equity $136,122,503 $135,538,006
------------------------------------------------------------------------ -------------------- --------------------
See Notes to Condensed Consolidated Financial Statements.
Part I; Item 1 (continued)
Citizens Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31 2001 2000
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Cash Flows from Operations:
Net income (loss) $ (207,766) $ 2,908,718
Adjustments to reconcile net income to cash from operations:
Increase in benefit reserves 1,136,702 253,735
Decrease in claim liabilities (123,041) (79,390)
Decrease in reinsurance recoverable 30,223 43,195
Interest credited on policyholder deposits 195,546 201,446
Provision for amortization and depreciation, net of deferrals (473,114) 52,357
Amortization of premium and accretion of discount on
Securities purchased, net (14,340) 14,585
Net realized investment gains (171,896) (4,793,958)
(Increase) decrease in accrued investment income 93,904 (8,803)
Change in other assets and liabilities (135,152) (97,265)
Increase (decrease) in deferred federal income tax liability 173,000 (631,867)
Decrease in federal income taxes receivable 1,159,743 2,316,867
Cumulative effect of change in accounting principle 311,211 ---
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Operations 1,975,020 179,620
Cash Flows from Investment Activities:
Cost of securities acquired (2,992,896) (30,906,290)
Investments sold or matured 8,457,895 35,851,906
Investment management fees and margin interest (151,753) (664,912)
Additions to property and equipment, net (18,311) (18,442)
Other investing activities, net 76,973 (5,225)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Investment Activities 5,371,908 4,257,037
Cash Flows from Financing Activities:
Policyholder deposits 255,335 160,646
Policyholder withdrawals (548,928) (732,396)
Payments on notes payable - bank (200,000) (125,000)
Brokerage account advances, net --- (100,884)
Repurchase of common stock --- (51,513)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash used in Financing Activities (493,593) (849,147)
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Net Increase in Cash and Cash Equivalents 6,853,335 3,587,510
Cash and Cash Equivalents at Beginning of Period 20,093,774 18,696,401
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Cash and Cash Equivalents at End of Period $ 26,947,109 $ 22,283,911
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See Notes to Condensed Consolidated Financial Statements.
Part I; Item 1 (continued)
Citizens Financial Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q in conformity with
accounting principles generally accepted in the United States. The accompanying
unaudited condensed financial statements reflect all adjustments which are, in
the opinion of management, necessary to a fair presentation of the results for
the interim periods. All such adjustments are of a normal recurring nature. For
further information, refer to the December 31, 2000 consolidated financial
statements and footnotes included in the Company's annual report on Form 10-K.
Note 2 - COMPREHENSIVE INCOME
The components of comprehensive income, net of related tax, for the three months
ended March 31, 2001 and 2000 are as follows:
Three Months Ended March 31,
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COMPREHENSIVE INCOME: 2001 2000
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Net Income (Loss) $ (207,766) $2,908,718
Net unrealized gains on securities 63,054 2,246,732
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Comprehensive Income (Loss) $ (144,712) $5,155,450
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Note 3 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Effective January 1, 2001, the Company adopted Financial Accounting Standards
Board Statement (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement
requires that all derivatives be recognized as either assets or liabilities in
the balance sheet at their fair value, and sets forth the manner in which gains
or losses thereon are to be recorded. The treatment of such gains and losses is
dependent upon the type of exposure, if any, for which the derivative is
designed as a hedge. Currently, the Company has not designated any derivatives
as hedges. In accordance with SFAS 133, as of January 1, 2001, the Company
recorded a $311,211 transition adjustment loss. This adjustment represents the
cumulative market value change (since January 1, 1999) of options embedded
within convertible bonds, along with a recalculation of discount accretion for
the related host bonds and corresponding income tax impacts. The net transition
adjustment includes a $539,090 gross market value decline, $67,558 of discount
accretion, and a $160,321 income tax benefit.
Note 4 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES
The Company recorded pretax reductions to the carrying value of available for
sale securities totaling $7,145 and $2,820,000 for the three months ended March
31, 2001 and 2000, respectively, relating to declines in value which were
considered by management to be other than temporary. These amounts are reported
as reductions of net realized investment gains. The Company also nets certain
direct, incremental investment management fees and margin loan interest cost
against net realized investment gains presented in the Condensed Consolidated
Statements of Income. Such costs are based directly on or, are primarily
associated with, realized capital gains. Costs netted against realized
investment gains total $26,889 and $714,641 for the three months ended March 31,
2001 and 2000, respectively.
Part I; Item 1 (continued)
Note 5 - INCOME TAXES
Current taxes are provided based on estimates of the projected effective annual
tax rate. Deferred taxes reflect the net effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
Note 6 - SEGMENT INFORMATION
The Company's operations are managed along five principal insurance product
lines: Home Service Life, Broker Life, Preneed Life, Dental, and Other Health.
Products in all five lines are sold through independent agency operations. Home
Service Life consists primarily of traditional life insurance coverage sold in
amounts of $10,000 and under to middle and lower income individuals. This
distribution channel is characterized by a significant amount of agent contact
with customers throughout the year. Broker Life product sales consist primarily
of simplified issue and graded-benefit policies in amounts of $10,000 and under.
Other products in this segment which are not aggressively marketed include:
group life, universal life, annuities and participating life coverages. Preneed
Life products are sold to individuals in connection with prearrangement of their
funeral and include single premium and multi-pay policies with coverages
generally in amounts of $10,000 and less. These policies are generally sold to
older individuals at increased premium rates. Dental products are term coverages
generally sold to small and intermediate size employer groups. Other Health
products include various accident and health coverages sold to individuals and
employer groups. Segment information as of March 31, 2001 and 2000, and for the
periods then ended is as follows:
Three Months Ended March 31,
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REVENUE: 2001 2000
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Home Service Life $ 2,338,761 $ 2,366,416
Broker Life 1,489,060 1,494,958
Preneed Life 2,137,321 1,051,969
Dental 2,099,652 1,885,303
Other Health 388,639 393,171
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Segment Totals 8,453,433 7,191,817
Realized investment gains, net of expenses 171,896 4,793,958
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Total Revenue $ 8,625,329 $11,985,775
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Below are the net investment income amounts which are included in the revenue
totals above.
Three Months Ended March 31,
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INVESTMENT INCOME: 2001 2000
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Home Service Life $ 563,048 $ 491,728
Broker Life 712,522 595,735
Preneed Life 374,771 307,777
Dental 9,965 8,645
Other Health 24,627 20,698
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Segment Totals $1,684,933 $1,424,583
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Part I; Item 1 (continued)
The Company evaluates performance based on several factors, of which the primary
financial measure is segment profit. Segment profit represents pretax earnings,
except net realized investment gains and interest expense are excluded. The
majority of the Company's realized investment gains are generated from
investments in equity securities. The equities portfolio averaged (on a cost
basis) approximately $12,838,000 and $19,721,000 during the three months ended
March 31, 2001 and 2000, respectively. If these funds had been invested in
fixed-maturities yielding 7%, realized investment gains would have changed and
the three month segment profit totals below would have increased by
approximately $166,000 and $223,000 in 2001 and 2000, respectively.
Three Months Ended March 31,
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SEGMENT PROFIT (LOSS): 2001 2000
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Home Service Life $169,668 $ 42,240
Broker Life 214,447 134,971
Preneed Life (311,936) (326,652)
Dental 95,498 121,511
Other Health 23,523 27,912
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Segment Totals 191,200 (18)
Realized investment gains, net of expenses 171,896 4,793,958
Interest expense 171,651 185,222
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Income before Federal Income Tax $191,445 $4,608,718
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Depreciation and amortization amounts below consist of amortization of the value
of insurance acquired, deferred policy acquisition costs and goodwill, along
with depreciation expense.
Three Months Ended March 31,
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DEPRECIATION AND AMORTIZATION: 2001 2000
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Home Service Life $177,635 $149,369
Broker Life 158,680 163,105
Preneed Life 214,790 78,640
Dental 18,000 13,598
Other Health 16,594 7,582
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Segment Totals $585,699 $412,294
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Segment asset totals are determined based on policy liabilities outstanding in
each segment.
March 31, December 31,
ASSETS: 2001 2000
--------------------------------------------- ----------------- ----------------
Home Service Life $45,479,233 $45,577,255
Broker Life 57,037,822 57,721,008
Preneed Life 30,929,528 29,421,677
Dental 727,911 799,496
Other Health 1,948,009 2,018,570
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Segment Totals $136,122,503 $135,538,006
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Part I; Item 1 (continued)
Note 7 - LITIGATION
During June 2000, the Company was informed of an action filed against its
subsidiary, United Liberty Life Insurance Company ("United") by two
policyholders. The Company acquired United in May, 1998. The complaint in the
action refers to a particular class of life insurance policies that United
issued over a period of years ending around 1971. The complaint alleges that
United's dividend payments on these policies from 1993 through 1999 were less
than the required amount. The complaint does not specify the amount of the
alleged underpayment but implies a maximum of about $1 million. The plaintiffs
also allege that United is liable to pay punitive damages, also in an
unspecified amount, for breach of an implied covenant of good faith and fair
dealing to the plaintiffs in relation to the dividends. The plaintiffs are
seeking to have the action certified as a class action on behalf of all other
policyholders whose policies were still in force in 1993. United has filed its
answer denying the material allegations of the complaint and intends to defend
the action vigorously. The Company has engaged in pre-trial discovery
proceedings, in relation both to the plaintiffs' underlying allegations and
their request for class action certification. At this early stage of the
litigation, the Company is unable to determine whether an unfavorable outcome of
the action is likely to occur or, alternatively, whether the chance of such an
outcome is remote. Therefore, at this time, management has no basis for
estimating potential losses, if any.
Part I; Item 2 - Management's Discussion and Analysis
FINANCIAL POSITION. Shareholders' equity totaled approximately $23,129,000 and
$33,140,000 at March 31, 2001 and 2000, respectively. These balances reflect an
approximate 1% decrease and a 18% increase for the respective quarters then
ended. As described above, comprehensive income (loss) totaled approximately
$(145,000) and $5,155,000 for the three months ended March 31, 2001 and 2000,
respectively. A significant portion of comprehensive income (loss) is
attributable to changes in the value of the Company's equity portfolios. Equity
securities comprised approximately 6% and 20% of the Company's total assets as
of March 31, 2001 and 2000, respectively. Accordingly, as also described below,
the Company's financial position can be significantly affected by movements in
the equities markets. Equity portfolio positions decreased $1,679,000 on a cost
basis and $3,857,000 on a market value basis, during the first three months of
2001. Fixed maturity portfolio positions decreased $3,987,000 on an amortized
cost basis and decreased $2,020,000 on a market value basis during the same
period. However, as described in Note 3 above, $497,000 of the change between
cost and market values during 2001 is attributable to the SFAS 133 transition
adjustment recorded at January 1, 2001. Cash and cash equivalent positions also
increased approximately $6,853,000 during the quarter ended March 31, 2001.
OPERATIONS. Net premiums and other considerations increased approximately
$996,000, or 17% during the first three months of 2001 compared to the first
three months of 2000. Preneed Life and Dental premium increases were
approximately $1,017,000 and $213,000, respectively, while Home Service and
Broker Life each experienced modest decreases. The Preneed Life segment growth
is attributable primarily to competitive marketing agreements signed with
certain independent agency groups during late 2000. Dental premium growth is
also primarily attributable to a key additional independent marketing
arrangement signed during 2000. The Other Health segment represents less that 6%
of total premium.
Pretax earnings (before the cumulative effect of a change in accounting
principle) decreased approximately 96% to $191,000 for the three months ended
March 31, 2001, primarily due to an approximate $4,622,000 decrease in realized
investment gains, net of expenses. Pretax Segment Profit (excluding realized
investment gains and interest expense) for the first three months of 2001 was
approximately $191,000, compared to an approximate break-even result for the
first three months of 2000. This increase resulted primarily from improved Home
Service Life persistency and additional investment income generated by higher
yields on real estate and short-term investments, along with a reduction in
lower yielding equity investment positions.
The Company's higher effective income tax rate is due to the lack of tax loss
carryback potential for a portion of the Company's operations.
CASH FLOW AND LIQUIDITY. Cash flow from operations totaled $1,975,000 for the
three months ended March 31, 2001 compared to $180,000 for the same period in
the prior year. This increase is primarily attributable to growth in the Preneed
Life business. The $5,372,000 of cash provided by investing activities for the
three months ended March 31, 2001 resulted primarily from retaining the net
proceeds from equity investment sales as cash. The $493,000 of cash used in
financing activities during the first three months of 2001 is primarily
attributable to annuity and Universal Life account withdrawals.
Part I; Item 2 - Management's Discussion and Analysis (continued)
FORWARD-LOOKING INFORMATION.
All statements, trend analyses and other information contained in this report
relative to markets for the Company's products and trends in the Company's
operations or financial results, as well as other statements including words
such as "anticipate", "believe", "plan", "estimate", "expect", "intend", and
other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, among
other things:
|X| the market value of the Company' s investments, including stock market
performance and prevailing interest rate levels;
|X| customer and agent response to new products, distribution channels and
marketing initiatives, including exposure to unrecoverable advanced
commissions;
|X| mortality, morbidity, lapse rates, and other factors which may affect
the profitability of the Company's insurance products;
|X| regulatory changes or actions, including those relating to regulation
of insurance products and insurance companies;
|X| ratings assigned to the Company and its subsidiaries by independent
rating organizations which the Company believes are important to the
sale of its products;
|X| general economic conditions and increasing competition which may affect
the Company's ability to sell its products;
|X| the Company's ability to achieve anticipated levels of operating
efficiencies and meet cash requirements based upon projected liquidity
sources;
|X| unanticipated adverse litigation outcomes; and
|X| changes in the Federal income tax laws and regulations which may affect
the relative tax advantages of some of the Company's products.
There can be no assurance that other factors not currently anticipated by
management will not also materially and adversely affect the Company's results
of operations.
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.
a). Exhibit 11. Statement re: computation of per share earnings.
b). none
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CITIZENS FINANCIAL CORPORATION
/s/ Darrell R. Wells
BY:
-----------------------------------------
Darrell R. Wells
President and Chief Executive Officer
/s/ Brent L. Nemec
BY:
-----------------------------------------
Brent L. Nemec
Treasurer and Principal Accounting Officer
Date: May 14, 2001
EXHIBIT INDEX
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Exhibit No. Description
--------------------- ----------------------------------------------------------
11 Statement re: computation of per share earnings
EXHIBIT 11
Citizens Financial Corporation and Subsidiaries
Computation of Per Share Earnings
(Unaudited)
Three Months Ended March 31 2001 2000
--------------------------------------------------------------------------- ----------------- ----------------
Numerator(s):
Income before cumulative effect of a change in accounting principle $ 103,445 $2,908,718
Cumulative effect of change in accounting principle (311,211) ---
--------------------------------------------------------------------------- ----------------- ----------------
Net Income (Loss) $ (207,766) $2,908,718
--------------------------------------------------------------------------- ----------------- ----------------
Denominator:
Weighted average common shares 1,758,215 1,762,715
Earnings Per Share:
Income before cumulative effect of a change in accounting principle $ 0.06 $ 1.65
Cumulative effect of change in accounting principle $ (0.18) ---
--------------------------------------------------------------------------- ----------------- ----------------
Net Income (Loss) $ (0.12) $ 1.65
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