Item 7.01. Regulation FD Disclosure.
On January 29 - 30, 2020, Stephen Bianchi, Chairman, Chief Executive Officer and
President of Citizens Community Bancorp, Inc. (the "Company") and James S.
Broucek, Chief Financial Officer, are scheduled to participate in the Janney
West Coast CEO Forum. As part of the conference, the Company's management will
provide a presentation to certain participants in attendance regarding certain
matters impacting the Company and its operating results. A copy of the
presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. The
attached Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-K.
The information in this Form 8-K, including Items 7.01 and 9.01, and Exhibit
99.1 attached hereto shall not be deemed "to be filed" for purposes of Section
18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise
subject to the liability of such section, nor shall it be deemed incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing,
unless expressly incorporated by specific reference in such filing.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K and the attached exhibits may contain
"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 are inherently subject to many assumptions, risks and
uncertainties arising in the operations and business environment of Citizens and
its subsidiary, Citizens Community Federal, National Association ("CCF Bank").
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; 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 Bank; increases in FDIC insurance premiums or special assessments
by the FDIC; disintermediation risk; our inability to obtain needed liquidity;
risks related to the integration of F. & M. Bancorp of Tomah, Inc. ("F&M"),
which the Company recently acquired, into the Company's operations; the risk
that the combined company may be unable to retain the Company and/or F&M
personnel successfully; our ability to successfully execute our acquisition
growth strategy; risks posed by acquisitions and other expansion opportunities,
including difficulties and delays in integrating the acquired business
operations or fully realizing the cost savings and other benefits; 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; changes in federal or
state tax laws; 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. Stockholders,
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 cause actual results to differ materially from those
expressed in the forward-looking statements are discussed further in Part I,
Item 1A, "Risk Factors," in Citizens' Form 10-K, for the fiscal year ended
September 30, 2018 filed with the Securities and Exchange Commission ("SEC") on
December 10, 2018, Form 10-KT, for the transition period ended December 31, 2018
filed with the SEC on March 8, 2019 and Citizens' subsequent filings with the
SEC. Citizens undertakes no obligation to make any revisions to the
forward-looking statements or to update them
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to reflect events or circumstances occurring after the date of this filing.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
Investor Conference Meeting Presentation to be held on
99.1 January 29 - 30, 2020.
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