UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):   June 26, 2019

CITIZENS COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation)
001-33003
 
20-5120010
(Commission File Number)
 
(I.R.S. Employer Identification No.)

2174 EastRidge Center, Eau Claire,
Wisconsin
 
 
54701
(Address of Principal Executive Offices)
 
(Zip Code)

715-836-9994
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
  
 o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
  o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
  o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
  o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
CZWI
NASDAQ Global Market SM

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 1.01    Entry into a Material Definitive Agreement.
On June 26, 2019, Citizens Community Bancorp, Inc. a Maryland corporation (the “Company”) entered into a Business Note (as amended by the General Rider attached thereto, the “Note”) in favor of Chippewa Valley Bank (“CVB”) in an initial principal amount of $29,856,388.88. The Note includes the refinancing of $10,073,888.88 in existing debt, and matures on June 26, 2031. The Note bears interest at a variable rate based on the U.S. Prime Rate as published in the Wall Street Journal, and is payable in accordance with its terms.

The net proceeds from the Note were used to acquire F. & M. Bancorp. of Tomah, Inc. on July 1, 2019, as discussed below.

In addition, the Company and CVB also entered into a Business Credit Agreement (as amended by the General Rider attached thereto, the “Line of Credit”) providing for loans upon request, up to an aggregate principal amount of $5,000,000.00. The Line of Credit will be effective on August 1, 2019, at which time it replaces the Company’s existing revolving loan arrangement, and it matures on August 1, 2020.

The Company’s obligations under the Note and the Line of Credit are secured by the existing pledge of all of the issued and outstanding shares of common stock of Citizens Community Federal N.A., a wholly-owned subsidiary of the Company (“CCF”) (the “Collateral”) pursuant to the Collateral Pledge Agreement by the Company in favor of CVB dated as of June 26, 2018 (as amended by the General Rider attached thereto, the “Pledge Agreement”). The Note, the Pledge Agreement and the Line of Credit contain certain customary affirmative and negative covenants. The Pledge Agreement also provides restrictions on the Company’s ability to sell, transfer, pledge or otherwise dispose of, or otherwise encumber any of the Company’s stock of CCF.
 
The Note includes customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults and bankruptcy or insolvency proceedings, the occurrence of which, after any applicable cure period, would permit CVB, among other things, to accelerate payment of all amounts outstanding under the Note and to exercise its remedies with respect to the Collateral, including, without limitation, the sale of the Collateral.
 
The foregoing summary of the Note and the Line of Credit do not purport to be complete and each is subject to, and qualified in its entirety by, the full text of the Note and the Line of Credit which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01      Completion of Acquisition or Disposition of Assets.
On July 1, 2019, the Company completed its previously announced acquisition of F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation (“F&M”), pursuant to the Agreement and Plan of Merger, dated January 21, 2019 (the “Merger Agreement”), among F&M, the Company, and F&M Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of the Company (“Merger Sub”). At the effective time (the “Effective Time”) of the merger (the “Merger”) of Merger Sub and F&M, Merger Sub merged with and into F&M, with F&M surviving the Merger as the surviving corporation and as a wholly owned subsidiary of the Company. Immediately following the Merger, F&M merged with and into the Company, with the Company being the surviving corporation, and the separate corporate existence of F&M ceased.

Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of F&M common stock, $0.25 par value (“F&M Common Stock”) (other than F&M Common Stock held by dissenting shareholders or shares of F&M Common Stock held by F&M as treasury stock or owned by the Company) was converted into the right to receive, without interest (i) $94.92 in cash, (ii) 1.3350 shares of Citizens common stock, and (iii) cash in lieu of fractional shares. The value of the aggregate Merger consideration paid to F&M shareholders was approximately $24 million.

In connection with the Merger, the Company has caused Farmers & Merchants Bank, a bank chartered under the laws of Wisconsin, to merge with and into Citizens Community Federal, National Association, a federally





chartered bank and wholly owned subsidiary of the Company (“CCF Bank”), with CCF Bank surviving the bank merger.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Citizens’ Current Report on Form 8-K filed on January 22, 2019 and is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference in its entirety.

Item 8.01       Other Events.

On July 1, 2019, the Company issued a press release announcing the closing of the Merger, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits
2.1      Agreement and Plan of Merger dated January 21, 2019, among F. & M. Bancorp. of Tomah, Inc., Citizens Community Bancorp, Inc., and F&M Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2019 (File No. 001-33003)).

10.1      Business Note, dated June 26, 2019, issued by Citizens Community Bancorp, Inc. to Chippewa Valley Bank.

10.2      Business Credit Agreement, dated August 1, 2019, by and between Citizens Community Bancorp, Inc. and Chippewa Valley Bank.

99.1      Press Release of Citizens Community Bancorp, Inc. dated July 1, 2019 announcing the closing of the Merger.











SIGNATURE

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 COMMUNITY BANCORP, INC.
 
 
 
Date: July 1, 2019
 
By:
 
/s/ James S. Broucek
 
 
 
 
James S. Broucek
 
 
 
 
Chief Financial Officer



Exhibit 10.1 BUSINESS eFIPCO W. B. A. 451 (3/15) 11221 BUSINESS NOTE Boxes checked are applicable. © 2015 Wisconsin Bankers Association/Distributed by FIPCO® (Use only for business purpose loans) Boxes not checked are inapplicable. $ (MAKER) (DATE) 1. Promise to Pay and Payment Schedule. The undersigned ("Maker," whether one or more) promises to pay to the order of ("Lender") at , Wisconsin, the sum of $ , plus interest as set forth below, according to the following schedule: 2. Interest. Interest shall accrue before maturity (whether by acceleration or lapse of time) at the stated interest rate(s) identified in section 2(a), (b) or (c) below (each a "stated interest rate"), as applicable, on the unpaid principal balance, calculated as provided in section 2(g) or (h), as applicable, below: [Check (a), (b) or (c); only one shall apply.] (a) Fixed Interest Rate % (b) Stepped Fixed Interest Rate. n a/ % until a/n and a/n % thereafter. (c) Variable Interest Rate. The stated interest rate is variable and will adjust to equal the Index Rate (as defined below), plus minus percentage points. However, the stated interest rate shall not exceed % and shall not be less than % and until the first change date described below the stated interest rate shall be %. The stated interest rate shall be adjusted on the change dates provided below. The "Index Rate" is: . The Index Rate may or may not be the lowest rate charged by Lender. The stated interest rate shall be adjusted on the following change dates: . If the Index Rate ceases to be made available to Lender during the term of this Note, Lender may substitute a comparable Index. (d) Payment Modification. If section 2(b) or (c) above is checked, an adjustment in the stated interest rate will result in an increase or decrease in (1) the amount of each payment of interest, (2) the amount of the final payment, (3) the number of scheduled periodic payments sufficient to repay this Note in substantially equal payments, (4) the amount of each remaining payment of principal and interest so that those remaining payments will be substantially equal and sufficient to repay this Note by its scheduled maturity date, (5) the amount of each remaining payment of principal and interest (other than the final payment) so that those remaining payments will be substantially equal and sufficient to repay this Note by its scheduled maturity date based on the original amortization schedule used by Lender, plus the final payment of principal and interest, or (6) . . In addition, Lender is authorized to change the amount of periodic payments if and to the extent necessary to pay in full all accrued interest owing on this Note. Maker agrees to pay any resulting payments or amounts. (e) Interest After Maturity and Application of All Payments. Interest shall accrue on unpaid principal and interest after maturity (whether by acceleration or lapse of time) until paid at the stated interest rate(s) under section 2(a), (b) or (c) above, as applicable, plus percentage points at the stated interest rate of %, calculated as provided in section 2(g) or (h), as applicable, below. All payments applied to this Note shall be applied in such order as Lender determines to interest, principal and payments due under this Note or any agreement securing this Note. (f) Compounding. Prior to maturity (whether by acceleration or lapse of time), unpaid and past due interest shall bear interest from its due date at the stated interest rate then in effect for this Note under Section 2(a), (b) or (c) above, as applicable, calculated as provided in section 2(g) or (h), as applicable, below. (g) Interest Calculation (Actual Days). Interest will be calculated by applying a daily interest rate for the actual number of days interest is owing, up to 365 days in a full year or 366 days in a full leap year. The daily interest rate will be calculated as follows: [Check (1) or (2); only one shall apply.] (1) 360 Day Rate Calculation. The daily interest rate will be calculated on the basis of a 360 day year, which means that it is calculated by dividing the applicable stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above, by 360. Maker understands and agrees that calculating the daily interest rate using a 360 day year means the actual annual interest rate in a 365 day year and in a 366 day leap year is higher than the stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above. (2) 365 Day Rate Calculation. The daily interest rate will be calculated on the basis of a 365 day year, which means that it is calculated by dividing the applicable stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above, by 365. Maker understands and agrees that calculating the daily interest rate using a 365 day year means the actual annual interest rate in a 366 day leap year is higher than the stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above. (h) Interest Calculation (30/360). Interest will be calculated by applying the applicable stated interest rate based on a 360 day year, counting each day as one thirtieth of a month and disregarding differences in lengths of months and years. 3. Other Charges. If any payment (other than the final payment) is not made on or before the day after its due date, Lender may collect a delinquency charge of % of the unpaid amount . Maker agrees to pay a charge of $ for each check or electronic debit presented for payment under this Note which is returned unsatisfied. 4. Collateral Disclaimer. Lender disclaims as collateral security for this Note (i) any real estate mortgage or security agreement covering real property on which any building is located in a special flood hazard area, and (ii) any mobile home located in a special flood hazard area, when such collateral security arises under a mortgage or agreement between Lender and Maker and any indorser or guarantor of this Note or any other person providing collateral security for Maker’s obligations; provided, however, Lender does not disclaim any such collateral security arising under a real estate mortgage or security agreement taken contemporaneously with this Note or real estate mortgage(s) or security agreement(s) in favor of Lender, whenever taken, from ________________________________________________________________________________________________________________, dated ____________________________________. A special flood hazard area is an area designated as such under the National Flood Insurance Program. 5. Renewal. This Note renews and does not satisfy or discharge a note Maker executed to Lender dated . 6. Prepayment. Full or partial prepayment of this Note is permitted at any time without penalty . THIS NOTE INCLUDES ADDITIONAL PROVISIONS ON PAGE 2. (SEAL) (Type of Organization) (SEAL) (SEAL) (SEAL) (SEAL) (ADDRESS) (PHONE) FOR LENDER CLERICAL USE ONLY LOAN OFFICER Page 1 of 2


 
ADDITIONAL PROVISIONS 7. Default and Enforcement. Upon the occurrence of any one or more of the following events of default: (a) Maker fails to pay any amount when due under this Note or under any other instrument evidencing any indebtedness of Maker to Lender, (b) any representation or warranty made under this Note or information provided by Maker or any guarantor of this Note to Lender in connection with this Note is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Maker's financial condition, (d) Maker fails to timely observe or perform any of the covenants or duties contained in this Note, (e) any guarantee of Maker's obligations under this Note is revoked or becomes unenforceable for any reason, (f) Maker, Maker's spouse or a surety or guarantor of this Note dies or ceases to exist, (g) an event of default occurs under any agreement securing this Note, or (h) Lender at any time believes in good faith that the prospect of payment or performance under this Note, under any other instrument evidencing any indebtedness of Maker to Lender or under any agreement securing this Note is impaired, then the unpaid balance shall, at the option of Lender, without notice, mature and become immediately payable. The unpaid balance shall automatically mature and become immediately payable in the event any Maker or any surety, indorser or guarantor for any of Maker's obligations under this Note becomes the subject of bankruptcy or other insolvency proceedings. Lender's receipt of any payment on this Note after the occurrence of an event of default shall not constitute a waiver of the default or the Lender's rights and remedies upon such default. Lender may waive any default without waiving any other subsequent or prior default by Maker. Lender may also fail or delay in exercising any right, power or remedy under this Note without waiving any such right, power or remedy. Lender's single or partial exercise of any right, power or remedy under this Note shall not preclude any other or further exercise of any right, power or remedy. To the extent not prohibited by law, Maker consents that venue for any legal proceeding relating to collection of this Note shall be, at Lender's option, the county in which Lender has its principal office in Wisconsin, the county and state in which any Maker resides or the county and state in which this Note was executed and Maker submits to the jurisdiction of any such court. 8. Security. Except for collateral disclaimed as security for this Note under section 4 on page 1 of this Note, this Note is secured by all existing and future security agreements and mortgages between Lender and Maker, between Lender and any indorser or guarantor of this Note, and between Lender and any other person providing collateral security for Maker's obligations, and payment may be accelerated according to any of them. Unless a lien would be prohibited by law or would render a nontaxable account taxable, Maker grants to Lender a security interest and lien in any deposit account Maker may at any time have with Lender. Lender may, at any time after an occurrence of an event of default, without notice or demand, set-off against any deposit balance or other money now or hereafter owed any Maker by Lender any amount unpaid under this Note 9. Rights of Lender. All rights and remedies of Lender are cumulative and may be exercised from time to time together, separately, and in any order. Without affecting the liability of any Maker, indorser, surety, or guarantor, Lender may, without notice, accept partial payments, release or impair any collateral security for the payment of this Note or agree not to sue any party liable on it. Lender may apply prepayments, if permitted, to such future installments as it elects. Lender may without notice to Maker apply payments made by or for Maker to any obligations of Maker to Lender. Without affecting the liability of any indorser, surety or guarantor, Lender may from time to time, without notice, renew or extend the time for payment. 10. Obligations and Agreements of Maker. The obligations under this Note of all Makers are joint and several. All Makers, indorsers, sureties, and guarantors agree to pay all costs of collection before and after judgment, including reasonable attorneys' fees (including those incurred in successful defense or settlement of any counterclaim brought by Maker or incident to any action or proceeding involving Maker brought pursuant to the United States Bankruptcy Code) and waive presentment, protest, demand and notice of dishonor. Maker agrees to indemnify and hold harmless Lender, its directors, officers, employees and agents, for, from and against any and all claims, damages, judgments, penalties, and expenses, including reasonable attorneys' fees, arising directly or indirectly from credit extended under this Note or the activities of Maker. This indemnity shall survive payment of this Note. Each Maker acknowledges that Lender has not made any representations or warranties with respect to, and that Lender does not assume any responsibility to Maker for, the collectability or enforceability of this Note or the financial condition of any Maker. Each Maker has independently determined the collectability and enforceability of this Note. Maker represents that the legal name of Maker and the address of Maker's principal residence are as set forth on page 1. Maker shall not change its legal name or address without providing at least 30 days prior written notice of the change to Lender. 11. Entire Agreement. THIS NOTE IS INTENDED BY LENDER AND MAKER AS A FINAL EXPRESSION OF THIS NOTE AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE ENFORCEABILITY OF THIS NOTE, AND THIS NOTE MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS NOTE. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO THIS NOTE. THIS NOTE MAY NOT BE SUPPLEMENTED OR MODIFIED EXCEPT IN WRITING SIGNED BY LENDER AND MAKER. 12. Interpretation. This Note benefits Lender, its successors and assigns, and binds Maker and Maker's heirs, personal representatives, successors and assigns. The validity, construction and enforcement of this Note are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. Invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provisions of this Note. 13. Other Provisions. If none stated there are no other provisions. Business Note EWI451 Rev. 4/2015 Page 2 of 2


 
GENERAL RIDER TO BUSINESS NOTE This General Rider to Loan Documents ("Rider") is made and entered into as of June 26, 2019 (the "Effective Date") by and between Citizens Community Bancorp, Inc., a Maryland corporation ("Maker"), and Chippewa Valley Bank ("Lender"). WHEREAS, on the Effective Date, Maker is executing in favor of Lender a Business Note (the "Note") evidencing a loan in the original principal amount of $29,856,388.88 (the "Loan"); WHEREAS, the obligations, liabilities and indebtedness of Maker with respect to the Loan will be secured by a security interest in certain investment property of Maker pursuant to the terms of a Collateral Pledge Agreement; and WHEREAS, Maker and Lender wish to amend the terms and provisions of the Note as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by all parties, the parties do hereby agree as follows, notwithstanding any other provisions to the contrary set forth in the Note: 1. Definitions. All capitalized terms used herein shall have the same meaning as defined in the Note, unless otherwise defined in this Rider. 2. Amendments to Note. The Note is hereby amended as follows: (a) The first sentence of Section 7 of the Note is deleted in its entirety and replaced with the following language: Upon the occurrence of any one or more of the following events of default: (a) Maker fails to pay any amount within 10 days after such amount is due under this Note or under any other instrument evidencing any indebtedness of Maker to Lender, (b) any representation or warranty made under this Note or information provided by Maker or any guarantor of this Note to Lender in connection with this Note is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Maker's financial condition, (d) Maker fails to timely observe or perform any of the covenants or duties contained in this Note, (e) any guarantee of Maker's obligations under this Note is revoked or becomes unenforceable for any reason, (f) Maker, Maker's spouse or a surety or guarantor of this Note dies or ceases to exist, or (g) an event of default occurs under any agreement securing this Note, then the unpaid balance shall, at the option of Lender, without notice, mature and become immediately payable. Notwithstanding the foregoing, if an event of default occurs under Section 7(d), Customer shall have 10 days after notice thereof to cure such event of default, provided that Lender, in its reasonable discretion, believes that such event of default is able to be cured. (b) The fourth sentence of Section 9 of the Note is amended in its entirety to read as follows: After an event of default as described in Section 7 above, Lender may, without notice to Maker, apply payments made by or for Maker to any obligations of Maker to Lender under this Note. (c) The Note is amended by inserting the following sentence at the end of Section 10: Notwithstanding the foregoing, Maker shall have no obligation to indemnify or hold harmless Lender, its directors, officers, employees or agents for events caused by any of their fraud or willful misconduct.


 
(d) The first sentence of Section 11 of the Note is amended in its entirety to read as follows: THIS NOTE IS INTENDED BY LENDER AND MAKER AS A FINAL EXPRESSION OF THIS NOTE AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE ENFORCEABILITY OR EFFECTIVENESS OF THIS NOTE EXCEPT AS SET FORTH HEREIN, AND THIS NOTE MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS NOTE. (e) The following provisions are added to the end of Section 13 of the Note: Notice. Except as otherwise provided in this Note, all notices required or provided for under this Note shall be in writing and mailed, sent or delivered, if to Maker, at Maker's last known address or email address as shown on the records of Lender, and if to Lender, at its address shown on page 1, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid. Waiver of Jury Trial. MAKER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY. 3. Inconsistency. To the extent there is any inconsistency between the Note and this Rider, this Rider shall control. [Signature Page Follows]


 
IN WITNESS WHEREOF, the parties have executed this Rider as of the Effective Date and agree to be bound by all provisions of this Rider. MAKER: CITIZENS COMMUNITY BANCORP, INC. By: ______________________________ Stephen Bianchi, President & Chief Executive Officer LENDER: CHIPPEWA VALLEY BANK By: ______________________________ Rick Gerber, Chief Executive Officer


 
Exhibit 10.2 eFIPCO W. B. A. 448 BCA (3/15) 11238 © 2015 Wisconsin Bankers Association/Distributed by FIPCO® BUSINESS CREDIT AGREEMENT Boxes checked are applicable (Business Purpose Loans) Boxes not checked are inapplicable The undersigned ("Customer", whether one or more) agrees with the undersigned lender ("Lender") as follows: 1. Loans. Customer requests that Lender lend to Customer from time to time such amounts as Customer may request in accordance with this Agreement (the "Loans"), and subject to the terms of this Agreement, Lender agrees to make such Loans up to (a) the aggregate principal amount of $____________________ at any time outstanding (the "Credit Limit"), within which amount Customer may borrow, repay and reborrow under this Agreement (b) the aggregate principal amount of $________________________________ (the "Credit Limit"). Lender is not obligated to but may make Loans in excess of the Credit Limit, and in any event Customer is liable for and agrees to pay to Lender at Lender's address shown below all Loans, interest and other charges made to or imposed on Customer under this Agreement. 2. Loan Procedures. Customer may obtain Loans under this Agreement only as provided below: (a) Customer shall give Lender at least business days' prior notice of any Loan requested under this Agreement, specifying the date and amount of the Loan. Lender will make the Loan available to Customer by crediting the amount of the Loan to Customer's deposit account no. with Lender by . (b) Whenever the ledger collected balance in Customer's deposit account no. with Lender is less than on any business day ("Trigger Amount"), for whatever reason, Customer requests Lender to automatically advance funds in increments of $ to such deposit account in an amount sufficient to increase the balance to the Trigger Amount, or such lesser amount as may be available to Customer under this Agreement. (c) 3. Fees. Customer agrees to pay to Lender the following nonrefundable fees as a condition of access to Loans under this Agreement: (a) Commitment fee in the amount of $ payable . (b) . Customer agrees to pay any fees and charges described in this Agreement as Loans under this Agreement if such fees and charges are not required by Lender to be paid in cash by Customer at the time the fee or charge is incurred under this Agreement. Furthermore, charges for credit insurance if separately requested by Customer may be charged by Lender as Loans to Customer under this Agreement. 4. Interest. Interest shall accrue before maturity (whether by acceleration or lapse of time) at the stated interest rate(s) identified in section 4(a), (b) or (c) below (each a “stated interest rate”), as applicable, on the unpaid principal balance, calculated as provided in section 4(f) below: [Check (a), (b) or (c); only one shall apply.] (a) Fixed Interest Rate. %. (b) Stepped Fixed Interest Rate. a/n % until a/n and a/n % thereafter. (c) Variable Interest Rate. The stated interest rate is variable and will adjust to equal the Index Rate (defined below) plus minus percentage points. However, the stated interest rate shall not exceed % and shall not be less than % and until the first change date described below the stated interest rate shall be %. The stated interest rate shall be adjusted on the change dates provided below. The “Index Rate" is: . The Index Rate may or may not be the lowest rate charged by Lender. The stated interest rate shall be adjusted on the following change dates: . A change in the interest rate will apply both to the unpaid principal balance of Loans outstanding under this Agreement and to new Loans. If the Index Rate ceases to be made available to Lender during the term of this Agreement, Lender may substitute a comparable index. If section 4(b) or 4(c) is checked, a change in the interest rate will result in an increase or decrease in the amount of each payment of interest due under this Agreement. (d) Interest After Maturity. Interest shall accrue on unpaid principal and interest after maturity (whether by acceleration or lapse of time) until paid at the stated interest rate(s) under 4(a), (b) or (c) above, as applicable, plus percentage points at the stated interest rate of %, calculated as provided in section 4(f) below. (e) Compounding. Prior to maturity (whether by acceleration or lapse of time), unpaid and past due interest shall bear interest from its due date at the stated interest rate then in effect for this Agreement, calculated as provided in section 4(f) below. (f) Interest Calculation. Interest will be calculated by applying a daily interest rate for the actual number of days interest is owing, up to 365 days in a full year or 366 days in a full leap year. The daily interest rate will be calculated as follows: [Check (1) or (2); only one shall apply.] (1) 360 Day Rate Calculation. The daily interest rate will be calculated on the basis of a 360 day year, which means that it is calculated by dividing the applicable stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above, by 360. Customer understands and agrees that calculating the daily interest rate using a 360 day year means the actual annual interest rate in a 365 day year and in a 366 day leap year is higher than the stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above. 2) 365 Day Rate Calculation. The daily interest rate will be calculated on the basis of a 365 day year, which means that it is calculated by dividing the applicable stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above, by 365. Customer understands and agrees that calculating the daily interest rate using a 365 day year means the actual annual interest rate in a 366 day leap year is higher than the stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above. (g) Other Charges. If any payment (other than the final payment) is not made on or before the day after its due date, Lender may collect a delinquency charge of % of the unpaid amount . Customer agrees to pay a charge of $ for each check or electronic debit presented for payment under this Agreement which is returned unsatisfied. 5. Payment Schedule. Customer agrees to pay to Lender the unpaid principal balance of Loans outstanding under this Agreement and accrued interest as follows: In addition, Customer shall immediately pay any amount by which the Loans exceed the Credit Limit, any prior unpaid payments and any unpaid fees and charges. Lender is authorized to automatically charge payments due under this Agreement to any account of Customer with Lender. If payments are not automatically charged to Customer's account, payments must be made to Lender at its address shown below and are not credited until received in Lender's office. Lender is authorized to make book entries evidencing Loans and payments under this Agreement and the aggregate unpaid amount of all Loans as evidenced by those entries is presumptive evidence that those amounts are outstanding and unpaid to Lender. All payments shall be applied in such order as Lender elects to charges and amounts due under this Agreement. If checked here, the date final payment is due ("Maturity Date") shall thereafter automatically extend from year to year for one year periods from the original Maturity Date, unless Lender gives Customer written notice to the contrary at least ______________ days prior to the then current Maturity Date. This Agreement includes the Additional Provisions on page 2. Dated as of . (SEAL) (Name of Lender) (SEAL) By (SEAL) (SEAL) (SEAL) (SEAL) Page 1 of 2


 
ADDITIONAL PROVISIONS 6. Termination. Lender’s obligation to make Loans under this Agreement shall terminate, and Customer shall have no further right to obtain Loans under this Agreement, upon the first to occur of any of the following: (a) When full and final payment of all unpaid principal and interest is due under section 5. (b) At any time, with or without cause, upon written notice from Lender to Customer. (c) Upon written notice by Lender to Customer following an event of default under section 10, or, without notice at such time that Customer becomes the subject of bankruptcy or other insolvency proceedings. (d) At such date and time that Lender has received and is reasonably able to react to written notice of termination from Customer. Notice of termination signed by a Customer is binding on each Customer who signs this Agreement. Customer shall continue to make payments when required under section 5. (e) ___________________________________________________________________________________________________________________ If Section 6(b) or 6(e), above, is checked, and Lender’s obligation to make Loans terminates as a result, then the total unpaid balance shall automatically become immediately due and payable in full may be paid when required under section 5. Termination of Lender’s obligation to make Loans under this Agreement, for whatever reason or by whichever party, does not affect Lender's rights, powers, and privileges with regard to, nor Customer's duties and liabilities to pay, the then existing balance due, or to perform Customer’s other obligations under this Agreement. 7. Collateral Disclaimer. Lender disclaims as collateral security for this Agreement (i) any real estate mortgage or security agreement covering real property on which any building is located in a special flood hazard area, and (ii) any mobile home located in a special flood hazard area, when such collateral security arises under a mortgage or agreement between Lender and Customer and any indorser or guarantor of this Agreement or any other person providing collateral security for Customer’s obligations; provided, however, Lender does not disclaim any such collateral security arising under a real estate mortgage or security agreement taken contemporaneously with this Agreement or real estate mortgage(s) or security agreement(s) in favor of Lender, whenever taken, from ______________________________________________________________________________________________, dated _________________________________. A special flood hazard area is an area designated as such under the National Flood Insurance Program. 8. Financial Statement. Customer shall furnish to Lender financial statements at least annually and such other financial information respecting Customer at such times and in such form as Lender may request from time to time. 9. Security Interest. Except for collateral disclaimed as security for this Agreement under section 7 of this Agreement, this Agreement is secured by all existing and future security agreements, assignments and mortgages from any Customer to Lender, from any guarantor of this Agreement to Lender, and from any other person providing collateral security for Customer's obligations to Lender under this Agreement (each a "Security Document" and collectively the "Security Documents"), and payment of the Loans may be accelerated according to any of them. Unless a lien would be prohibited by law or would render a nontaxable account taxable, Customer also grants to Lender a security interest and lien in any deposit account Customer may at any time have with Lender. Lender may at any time after the occurrence of an event of default set-off any amount unpaid under this Agreement against any deposit balances or other money now or hereafter owed to Customer by Lender. 10. Default and Acceleration. Upon the occurrence of any one or more of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer's financial condition, (d) Customer fails to timely observe or perform any of the duties contained in this Agreement, (e) Customer, Customer's spouse or any surety or guarantor for any of the Customer's indebtedness under this Agreement dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings, (f) any guaranty of Customer's obligations under this Agreement is revoked or becomes unenforceable for any reason, or (g) an event of default occurs under any Security Document; then, at Lender's option, and upon written notice to Customer, Lender’s obligation to make Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender's obligation to make Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay all costs of collection, before and after judgment, including, without limitation, reasonable attorneys' fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code). Customer agrees to indemnify and hold harmless Lender, its officers, directors, employees and agents, for, from and against any and all claims, damages, judgments, penalties and expenses, including reasonable attorneys' fees, arising directly or indirectly from credit extended under this Agreement or the activities of Customer. This indemnity shall survive termination of this Agreement, the repayment of all Loans and the discharge and release of any collateral for the Loans. 11. No Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of the right or the exercise of any other right. All rights and remedies of Lender are cumulative and may be exercised from time to time together, separately, and in any order. 12. Entire Agreement; Use of Proceeds. THIS AGREEMENT AND THE SECURITY DOCUMENTS ARE INTENDED BY LENDER AND CUSTOMER AS A FINAL EXPRESSION OF THIS AGREEMENT AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE FULL EFFECTIVENESS OF THIS AGREEMENT EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE SECURITY DOCUMENTS, AND THIS AGREEMENT MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS AGREEMENT. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO THIS AGREEMENT. Customer represents and warrants to Lender that no part of any Loan will be used for personal, family or household purposes. 13. More Than One Customer. If more than one person signs this Agreement as Customer, any Customer acting alone may request Loans under this Agreement, but each Customer is jointly and severally liable for all Loans and other obligations under this Agreement. 14. Notice. Except as otherwise provided in this Agreement, all notices required or provided for under this Agreement shall be in writing and mailed, sent or delivered, if to Customer, at any Customer's last known address or email address as shown on the records of Lender, and if to Lender, at its address shown on page 1, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid, provided that notice to Lender pursuant to section 6 shall not be effective until received by Lender and Lender has a reasonable opportunity to act on the notice. 15. Name and Address. Customer represents that the legal name of Customer and the address of Customer's principal residence are as set forth on page 1. Customer shall not change its legal name or address without providing at least 30 days’ prior notice of the change to Lender. 16. Venue. Customer consents that venue for any legal proceeding relating to enforcement of this Agreement shall be, at Lender's option, the county in which Lender has its principal office in this state, the county in which Customer resides in this state, or the county in this state in which this Agreement was executed by Customer, and Customer submits to the jurisdiction of any such court. 17. Amendment. No amendment or modification of any provision of this Agreement shall in any event be effective unless it is in writing and signed by Lender and Customer. Any waiver by Lender shall be in writing and is effective only in the specific instance and for the specific purposes for which given. 18. Interpretation. Each Customer acknowledges that Lender has not made any representations or warranties with respect to, and that Lender does not assume any responsibility to Customer for, the collectibility or enforceability of this Agreement or the financial condition of any Customer. Each Customer has independently determined the collectibility and enforceability of this Agreement. The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. Invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement. 19. Persons Bound. This Agreement shall be binding upon and inure to the benefit of Lender and Customer and their respective heirs, personal representatives, successors and assigns, except that Customer may not assign or transfer any of Customer's rights under this Agreement. 20. Other Provisions. (If none stated, there are no other provisions.) Business Credit Agreement EWI448BCA Rev. 5/2015 Page 2 of 2


 
GENERAL RIDER TO BUSINESS CREDIT AGREEMENT This General Rider to Business Credit Agreement (this "Rider") is made and entered into as of August 1, 2019 (the "Effective Date"), by and between Citizens Community Bancorp, Inc., a Maryland corporation ("Customer"), and Chippewa Valley Bank ("Lender"). WHEREAS, on the Effective Date, Customer and Lender are entering into a Business Credit Agreement (the "Credit Agreement") evidencing a line of credit in an aggregate principal amount of up to $5,000,000 (the "Loan"); WHEREAS, the obligations, liabilities and indebtedness of Customer with respect to the Loan will be secured by a security interest in certain investment property of Customer pursuant to the terms of a Collateral Pledge Agreement; and WHEREAS, Customer and Lender wish to amend the terms and provisions of the Credit Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by all parties, the parties do hereby agree as follows, notwithstanding any other provisions to the contrary set forth in the Credit Agreement: 1. Definitions. All capitalized terms used herein shall have the same meaning as defined in the Credit Agreement, unless otherwise defined in this Rider. 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Section 8 of the Credit Agreement is amended in its entirety to read as follows: 8. Financial Statement. Customer shall furnish to Lender financial statements at least annually and such other publically available financial information respecting Customer at such times and in such form as Lender may reasonably request from time to time. Customer shall have satisfied its requirement to deliver financial statements if such statements are publically available through https://www.ccf.us/about-us/investor- relations.html. (b) The first sentence of Section 10 of the Credit Agreement is deleted in its entirety and replaced with the following language: Upon the occurrence of any one or more of the following events of default: (a) Customer fails to pay any amount within 10 days after such amount is due under this Agreement or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer's financial condition, (d) Customer fails to timely observe or perform any of the duties contained in this Agreement, (e) Customer, Customer's spouse or any surety or guarantor for any of the Customer's indebtedness under this Agreement dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings, (f) any guaranty of Customer's obligations under this Agreement is revoked or becomes unenforceable for any reason, or (g) an event of default occurs under any Security Document; then, at Lender's option, and upon written notice to Customer, Lender’s obligation to make Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Notwithstanding the foregoing, if an event of default occurs under Section 10(d), Customer shall have 10 days after notice thereof to


 
cure such event of default, provided that Lender, in its reasonable discretion, deems such event of default curable. (c) Section 14 of the Credit Agreement is amended to add "not to exceed 3 business days" at the end of the last sentence. (d) The following provisions are added to the end of Section 20 of the Credit Agreement: Waiver of Jury Trial. CUSTOMER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY. 3. Inconsistency. To the extent there is any inconsistency between the Credit Agreement and this Rider, this Rider shall control. [Signature Page Follows]


 
IN WITNESS WHEREOF, the parties have executed this Rider as of the Effective Date and agree to be bound by all provisions of this Rider. CUSTOMER: CITIZENS COMMUNITY BANCORP, INC. By: ______________________________ Stephen Bianchi, President & Chief Executive Officer LENDER: CHIPPEWA VALLEY BANK By: ______________________________ Rick Gerber, Chief Executive Officer


 
Exhibit 99.1

EXHIBIT991PRESSRELEAS_IMAGE1.JPG

F&M Bank of Tomah Joins Forces
with CCFBank™

EAU CLAIRE, WIS. (7/1/19) – F & M Bank, Tomah customers will soon see a new brand in their local markets. Citizens Community Federal™ (CCFBank™) and F&M Bank have completed their merger combining the two financial institutions.

The merger was announced in January. F&M Bank merged into Citizens in a transaction valued at approximately $24.0 million. F&M Bank brings $195 million in assets, $152 million in deposits and $126 million in loans to the Citizens franchise, as of March 31, 2019. The combined company, headquartered in Altoona, WI, has over $1.5 billion in total assets and 28 locations in northwest Wisconsin and southern Minnesota.
 
CCFBank CEO and President Steve Bianchi sees the joining of the two companies as a great opportunity for their combined customers to benefit. “We look forward to welcoming F&M Bank customers, employees and communities to the CCFBank family,” Bianchi said. “We are excited about combining these two independent community banking franchises to deliver enhanced products and services that customers desire. The enhanced product line, along with the resources of our staff will align with our goal of “Making More Possible” for our customers, communities and stakeholders.”

F&M Bank President and CEO Peter Reichardt added, “Our team looks forward to growing with the CCFBank team. The opportunities and challenges in community banking today make the combination of these two banks better positioned to meet the needs of our communities. We share a common set of values and a vision that will provide significant benefits to our customers and shareholders. The united leadership teams have charted out a streamlined plan that will benefit all parties involved including a larger branch presence and expanded products and services.”

F&M Bank customers will continue to use the current F&M Bank products and services until the conversion of the banking systems in mid-July 2019 . All F&M Bank customers have received official communication from CCFBank that provided important account information and timelines in which changes will occur.

Members of the Tomah and surrounding communities served by F&M Bank are encouraged to visit their local branches with any questions they have about the merger. They may also call CCFBank at 800.590.9920 or 715.836.9999 from 8 a.m. to 5 p.m. on weekdays. Questions may also be emailed on the CCFBank website .

Find out more about CCFBank™: http://ccf.us

Media Contact
Steve Bianchi
CEO/President
Citizens Community Bancorp, Inc.
715.836.9994