☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Large accelerated filer | ☐ | Accelerated filer |
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Non-accelerated filer |
| Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
Class | Outstanding at March 11, | |
Common stock, $.20 par value |
ITEM 1. | BUSINESS. |
All dollar amounts appearing in this report are in thousands unless otherwise noted or the context otherwise dictates. 2021.2019,2021, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total assets of $1,195,261$1,360,976 and total deposits of $900,732.$1,112,319. For more information regarding the assets, revenue and profits of the Company, refer to the Consolidated Financial Statements of the Company contained in Item 8, “Financial Statements and Supplementary Data.” The Company’s only reportable segment is the assets and cash flow of the Bank, resulting in revenues of $44,919,$50,697, operating profit of $6,277$8,925 and total assets of $1,195,261$1,361,335 for the Company as of December 31, 2019.54.7%61.6% of gross revenues in 2019, 50.7%2021, 60.6% in 20182020 and 48.3%54.7% in 2017.2019. Loan demand has improvedwas stagnant and loan yields are gradually increasing, both of which has contributedcompressed due to this percentage increasing from 2017. The increase in lending has been distributed among the Bank’s leading products, including commercial, real estate, installment (direct and indirect) and credit card loans.East Central and Souththe entire state of Mississippi specifically Neshoba, Newton, Leake, Lamar, Forrest, Scott, Attala, Lauderdale, Oktibbeha, Lafayette, Rankin, Harrison, Jackson, Winston and Kemper counties and contiguous counties.states. In 2019, the Company expanded its presence on the Mississippi Gulf Coast through the acquisition of Charter. The Company continues to look for areas of growth within the state of Mississippi and surrounding states but, occasionally the Company extends
Board of Directors of both the Company and the Bank since 2001. Mr. McKee served as Executive Vice-President of the Bank from 2001 to 2002, Senior Vice-President of the Bank from 2000 to 2001, Vice-President of the Bank from 1992 to 2000, Assistant Vice-President of the Bank from 1989 to 1992, and Assistant Cashier of the Bank from 1984 to 1989.
Robert T. Smith, 68,
2009.
Financial Reform.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, (“Dodd- Frank Act”) made extensive changes in the regulation
Standards
A banking organization’s
In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets is 4%. The Company’s leverage ratio at December 31, 2019 was 8.33%.
The Dodd-Frank Act requires the FRB, the Office of the Comptroller of the Currency (“OCC”) and the FDIC to adopt regulations imposing a continuing “floor” on the risk-based capital requirements. In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as “Basel III”. In July 2013, each of the U.S. federal banking agencies adopted final rules relevant to us: (1) the Basel III regulatory capital reforms; and (2) the “standardized approach of Basel II fornon-core banks and bank holding companies, such as the Bank and the Company. The capital framework under Basel III will replace the existing regulatory capital rules for all banks, savings associations and U.S. bank holding companies with greater than $500 million in total assets, and all savings and loan holding companies.
Beginning January 1, 2015, the Bank began to comply with the Basel III rules, although the rules were not fullyphased-in until January 1, 2019. Among other things, the final Basel III rules impact regulatory capital ratios of banking organizations in the following manner:
Create a new requirement to maintain a ratio of common equity Tier 1 capital (“CET1”) to total risk-weighted assets of not less than 4.5%;
Increase the (2) a minimum leverage capital ratio toof 4% for all banking organizations (currently 3% for certain banking organizations);
Increase the (3) a minimum Tier 1 risk-based capital ratio from 4% toof 6%; and
Maintain the (4) a minimum total risk-based capital ratio atof 8%.
CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income and certain minority interests, less certain adjustments and deductions. In addition, the Basel III rules will subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does notwe must maintain a capital“capital conservation buffer,” which is a specified amount of common equity Tier 1CET1 capital in anaddition to the amount greater than 2.5% of its total risk-weighted assets.necessary to meet minimum risk-based capital requirements. The capital conservation buffer increasesis designed to absorb losses during periods of economic stress. If our ratio of CET1 to risk-weighted capital is below the minimum common equity Tier 1 capital ratioconservation buffer, we will face restrictions on our ability to 7%,pay dividends, repurchase our outstanding stock and make certain discretionary bonus payments. The required capital conservation buffer is 2.5% of CET1 to risk-weighted assets in addition to the amount necessary to meet minimum Tier 1 risk-based capital ratio to 8.5% and the minimum total risk-based capital ratio to 10.5% for banking organizations seeking to avoid the limitations on capital distributions and discretionary bonus payments to executive officers.
The Basel III rules also changed the capital categories for insured depository institutions for purposes of prompt corrective action. Under the rules, to be well capitalized, an insured depository institution must maintain a minimum common equity Tier 1 capital ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10.0%, and a leverage capital ratio of at least 5%. In addition, the Basel III rules established more conservative standards for including an instrument in regulatory capital and imposed certain deductions from and adjustments to the measure of common equity Tier 1 capital.
requirements.
Mechanisms
applications.
Governance.
Policies.
ITEM 1A. | RISK FACTORS. |
important cash flow stream for the Company. As a result, a substantial part of the Company’s risk-management activities is devoted to managing interest-rate risk. Currently, the Company does not have any significant risks related to foreign currency exchange, commodities or equity risk exposures.
significant number of commercial, construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in
Because
general or local economic conditions;
environmental cleanup liability;
neighborhood values;
interest rates;
real estate tax rates;
operating expenses of the mortgaged properties;
supply of and demand for rental units or properties;
ability to obtain and maintain adequate occupancy of the properties;
zoning laws;
governmental rules, regulations and fiscal policies; and
natural disasters.
Certain expenses associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the net proceeds received from the real estate, if any. The ability to mitigate the losses on defaulted loans depends upon the ability to promptly foreclose upon the collateral after an appropriate cure period. Any delay in the foreclosure process adversely affects us by increasing the expenses related to carrying such real estate and exposes us to lossesfuture as a result of, potential additional declinesamong other things, business combinations, increased uncertainties in the valuehousing market or increased levels of such collateral.credit stress in residential real estate loan portfolios. Increased other real estate balances could lead to greater expenses as the Company incurs costs to manage, maintain and dispose of real properties as well as to remediate any environmental cleanup costs incurred in connection with any contamination discovered on real property on which the Company has foreclosed and to which the Company has taken title. As a result, the increased cost of owning and operating suchCompany’s earnings could be negatively affected by various expenses associated with other real estate may exceedowned, including personnel costs, insurance and taxes, completion and repair costs, valuation adjustments and other expenses associated with real property ownership, as well as by the rental income earned from thefunding costs associated with other real estate (if any), the Company may have to advance additional funds to protect our investment or the Company may be required to disposeassets. The expenses associated with holding a significant amount of theother real estate atcould have a loss.
material adverse effect on the Company’s financial condition or results of operations.
The Company depends on the accuracy and completeness of information about customers and counterparties.
In deciding whether to extend credit or enter into other transactions, the Company often relies on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Company may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Company’s business and, in turn, its financial condition and results of operations.
Our operations and profitability are impacted by general businessmitigate its spread and economic conditions inimpact could adversely affect the State of Mississippi, and the United States. These conditions include recession, short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which we operate, all of which are beyond our control. A deterioration in economic conditions could result in an increase in loan delinquencies and nonperforming assets, decreases in loan collateral values and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on ourCompany’s business activities, financial condition, and results of operations.
In recent years,any continued or future adverse effects will depend on future developments, which are highly uncertain and outside our control, including the FRB has begun to gradually unwindscope and duration of the remaining domestic monetary policy initiatives
certain sources of fee income.
1 | We would anticipate to see any heavily impacted industries by the pandemic in which the Bank has material credit exposure, including any retail, hospitality, and oil and gas industries, etc. |
regulations or regulatory policies or supervisory guidance, including changes in interpretation or implementation of the foregoing,or statutes, regulations, policies and supervisory guidance, could affect the Company or the Bank in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products itthe Company may offer and/or increase the ability ofnon-banks nonbanks to offer competing financial services and products, among other things.
Under regulatory capital adequacy guidelines and other regulatory requirements, the Company and the Bank must meet guidelines that include quantitative measures of assets, liabilities and certainoff-balance sheet items, subject to qualitative judgments by regulators about components, risk weightings and other factors. If the Company fails to meet these minimum capital guidelines and other regulatory requirements, its financial condition would be materially and adversely affected. The Company’s failure to maintain the status of “well capitalized” under its regulatory framework could affect the confidence of its customers in the Company, thus compromising the Company’s competitive position. In addition, failure to maintain the status of “well capitalized” under the Company’s regulatory framework or “well managed” under regulatory examination procedures could compromise the Company’s status as a bank holding company and related eligibility for a streamlined review process for acquisition proposals.
The Company is also subject to laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes Act, the Dodd Frank Act and SEC regulations. These laws, regulations and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Company is committed to maintaining high standards of corporate governance and public disclosure. As a result, the Company’s efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased expenses and a diversion of management time and attention.
Failure to comply with laws, regulations, policies or policiessupervisory guidance could also result in enforcement and other legal actions by Federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, the revocation of a banking charter, civil money penalties, other sanctions by regulatory agencies and/or civil money penalties,reputational damage. In this regard, government authorities, including bank regulatory agencies, continue to pursue enforcement agendas with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures. Any of the foregoing could have a material adverse effect on the Company’s business, prospects, financial condition andor results of operations. While the Company has policies and procedures designed to prevent any such violations, it cannot assure that such violations will be prevented. The information under the heading “Supervision and Regulation” in Item 1, “Business,” and Note 16, “Regulatory Matters” to the Consolidated Financial Statements of the Company in Item 8, “Financial Statements and Supplementary Data,” provides more information regarding the regulatory environment in which the Company and the Bank operate including descriptions of the laws, regulations or policies applicable to us.
financial services industry.
The Company’sfinancial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella
Company.
including: the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets.
assets; the ability to continue to expand the Company’s market position.
position through organic growth and acquisitions; the scope, relevance and pricing of products and services offered to meet customer needs and demands.
demands; the rate at which the CompanyCompany’s introduces new products and services relative to its competitors.
customer satisfaction with the Company’scompetitors; and the Bank’s level of service.
industry and general economic trends.
Failure to perform in any of these areas could significantly weaken the Company’s competitive position, which could adversely affect its growth and profitability, which, in turn, could have a material adverse effect on the Company’s financial condition andor results of operations.
The Dodd-Frank Act appliescounterparties, and routinely executes transactions with counterparties in the same leveragefinancial services industry, including commercial banks, brokers and risk-based capital requirements that apply to insured depository institutions to most bank holding companies, which, among other things, will change the way in which hybrid securities, such as trust preferred securities, are treated for purposes of determining a bank holding company’s regulatory capital. In 2011, the federal banking agencies
published a final rule regarding minimum leverage and risk-based capital requirements fordealers, investment banks, and bank holding companies consistent withother institutional clients. Many of these transactions expose the requirementsCompany to credit risk in the event of Section 171a default by a counterparty or client. In addition, the Company’s credit risk may be exacerbated when the collateral held by the Company cannot be realized or is liquidated at prices not sufficient to recover the full amount of the Dodd-Frank Act. Forcredit or derivative exposure due to the Company. Any such losses could have a more detailed descriptionmaterial adverse effect on the Company’s financial condition and results of the minimum capital requirements see “Supervisionoperations.
In addition,services industry that may complement our organizational structure. Resales of substantial amounts of common stock in 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on the calibration andphase-in arrangements for a strengthened set of capital requirements, known as Basel III. In 2013, regulators adopted enhancements to United States. capital standards based on Basel III. The revised standards create a new emphasis on Tier 1 common equity, modify eligibility criteria for regulatory capital instruments, and modify the methodology for calculating risk-weighted assets. The revised standards require the following:
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The revised standards took effect on January 1, 2015 for the Companypublic market and the Bank. The capital conservation buffer requirement is subject to aphase-in period.
Future increases in minimum capital requirementspotential of such sales could adversely affect the prevailing market price of our common stock and impair our ability to raise additional capital through the sale of equity securities. We may be required to pay an acquisition premium above the fair market value of acquired assets for acquisitions. Paying this acquisition premium, in addition to the dilutive effect of issuing additional shares, may also adversely affect the prevailing market price of our common stock.
The Company may be required to pay significantly higher FDIC premiums in the future.
The FDIC insures deposits at FDIC insured financial institutions, including the Bank. The FDIC charges the insured financial institutions premiums to maintain the Deposit Insurance Fund at an adequate level. The FDIC may increase these rates and impose additional special assessments in the future, which could have a material adverse effect on future earnings.
The Company’s controls and procedures may fail or be circumvented.
Management regularly reviews and updates the Company’s internal control over financial reporting, disclosure controls and procedures and corporate governance policies and procedures. Any system
potential exposure to unknown or contingent liabilities of the target company;
exposure to potential asset quality issues of the target company;
difficulty and expense of integrating the operations and personnel of the target company;
potential disruption to the Company’s business;
potential diversion of management’s time and attention;
the possible loss of key employees and customers of the target company;
difficulty in estimating the value of the target company; and
potential changes in banking or tax laws or regulations that may affect the target company.
In addition, acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of the Company’s tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.
The Company may not be able to attract and retain skilled people.
The Company’s information systems may experience an interruption or breach in security. Evolving technologies and the need to protect against and react to cybersecurity risks and electronic fraud requires significant resources.
The Company relies heavily on communications and information systems to conduct its business. Furthermore, the Bank provides its customers the ability to bank online. The secure transmission of confidential information over the internet is a critical element of online banking. The Company needs to invest in information technology to keep pace with technology changes, and while the Company invests amounts it believes will be adequate, it may fail to invest adequate amounts such that the efficiency of information technology systems fails to meet operational needs. Any failure, interruption or breach in security of these systems could result in failures or disruptions in its customer relationship management, general ledger, deposit, loan and other systems. While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption
or security breach of the Company’s information systems, there can be no assurance that any such failures, interruptions or security breaches will be prevented, and if they occur, that they will be adequately addressed. Additionally, to the extent the Company relies on third party vendors to perform or assist operational functions, the challenge of managing the associated risks becomes more difficult. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage its reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose it to civil litigation and possible financial liability, any of which could have a material adverse effect on the financial condition and results of operations of the Company.
The Company continually encounters technological change.
The Company’s industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the Company’s industry could have a material adverse impact on its business and, in turn, the Company’s financial condition and results of operations.
The operational functions of business counterparties may experience similar disruptions that could adversely impact us and over which the Company may have limited or no control.
Over the course of the past few years, companies such as major retailers have experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information, and other financial data of tens of millions of the retailers’ customers. Retailer incursions affect cards issued and deposit accounts maintained by many banks, including the Bank. Although the Bank systems are not breached in retailer incursions, these events can cause the Bank to reissue a significant number of cards and take other costly steps to avoid significant theft loss to the Bank and its customers. Other possible points of incursion or disruption not within the Bank’s control include internet service providers, electronic mail portal providers, social media portals, distant-server (“cloud”) service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.
Consumers may decide not to use banks to complete their financial transactions.
While the Company continually attempts to use technology to offer new products and services, at the same time, technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds in brokerage accounts, mutual funds or use electronic payment methods such as Apple Pay or PayPal, that would have historically been held as bank deposits. Consumers can also complete transactions such as paying bills or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as disintermediation, could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.
The Company is subject to Accounting Estimate Risks.
The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires management to make significant estimates that affect the financial statements. The Company’s most critical estimate is the level of the allowance for credit losses. However, other estimates occasionally become highly significant, especially in volatile situations such as litigation and other loss contingency matters. Estimates are made at specific points in time; as actual events unfold, estimates are adjusted accordingly. Due to the inherent nature of these estimates, it is possible that, at some time in the future, the Company may significantly increase the allowance for credit losses or sustain credit losses that are significantly higher than the provided allowance, or the Company may make some other adjustment that will differ materially from the estimates that the Company makes today.
Expense Control could have an effect on the Company’s earnings.
Expenses and other costs directly affect the Company’s earnings. The Company’sability to successfully manage expenses is important to its long-term profitability. Many factors can influence the amount of the Company’s expenses, as well as how quickly they grow. As the Company’s businesses change or expand, additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The Company manages expense growth and risk through a variety of means, including actual versus budget management, imposition of expense authorization, and procurement coordination and processes.
Risks Associated With the Company’s Common Stock
news reports relating to trends, concerns and other issues in the banking and financial services industry;
geopolitical conditions such as acts
Additionally, general market fluctuations,other platforms for executing securities transactions, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Company’s stock price to decrease regardless of operating results.
The trading volume in the Company’s common stock is less than that
An investment in the Company’s common stock is not an insured deposit.
The Company’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any deposit insurance fund or by any other public or private entity. Investment in the Company’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subjectsocietal responses to the same market forces that affect the price of common stock in any company. As a result, if you acquire the Company’s common stock, you may lose some or all of your investment.
Issuing additional shares of our common stock to acquire other banks, bank holding companies, financial holding companies and/or insurance agencies may result in dilution for existing shareholders and may adversely affect the market price of our stock.
We may issue, in the future, shares of our common stock to acquire additional banks, bank holding companies, and other businesses related to the financial services industry that may complement our organizational structure. Resales of substantial amounts of common stock in the
public market and the potential of such salesclimate change could adversely affect the prevailing market priceCompany’s business and results of our common stockoperations, including indirectly through impact to its customers.
We may issue debt or equity securities or securities convertible into equity securities, anytaxes and fees, the required purchase of emission credits and the implementation of significant operational changes, each of which may require businesses to expend significant capital and incur compliance, operating, maintenance and remediation costs. Consumers and businesses also may change their behavior on their own as a result of these concerns.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our common stock. Because any decision to incur debt or issue securities in future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.
securing loans. The Company’s Articlesefforts to take these risks into account may not be effective in protecting it from the negative impact of Incorporationnew laws and Bylaws, as well as certain banking laws, mayregulations or changes in consumer or business behavior and could have an anti-takeover effect.
Provisions ofa material adverse effect on the Company’s Articlesfinancial condition and results of Incorporation and Bylaws, which are exhibits to this Annual Report on Form10-K, and the federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial to the Company’s shareholders. The combination of these provisions impedes anon-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Company’s common stock.
ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
ITEM 2. | PROPERTIES. |
NAME OF OFFICE | LOCATION/ TELEPHONE NUMBER |
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Main Office | 521 Main Street Philadelphia, Mississippi (601) 656-4692 | Full Service; 24 Hour Teller | ||
Eastside Branch | 599 East Main Street Philadelphia, Mississippi (601) 656-4976 | Full Service; 24 Hour Teller | ||
Westside Branch | 912 West Beacon Street Philadelphia, Mississippi (601) 656-4978 | Full Service; 24 Hour Teller | ||
Northside Branch | 802 Pecan Avenue Philadelphia, Mississippi (601) 656-4977 | Deposits; 24 Hour Teller | ||
Union Branch | ||||
| 502 Bank Street Union, Mississippi (601) 774-9231 | Full Service | ||
Carthage Branch | 301 West Main Street Carthage, Mississippi (601) 267-4525 | Full Service | ||
Flowood Branch | 2845 Lakeland Drive Flowood, Mississippi (601) 992-7688 | Deposits; Loans | ||
Ridgeland Branch | 320 Highway 51 North Ridgeland, Mississippi (601) | |||
Sebastopol Branch | 24 Pine Street Sebastopol, Mississippi (601) 625-7447 | Full 24-Hour Teller |
DeKalb Branch | 176 Main Avenue DeKalb, Mississippi | |||
| (601) 743-2115 | Full Service | ||
Kosciusko Branch | 775 North Kosciusko, Mississippi (662) 289-4356 | Full Service; 24-hour Teller | ||
Scooba Branch | 27597 Highway Scooba, Mississippi (662) 476-8431 | Full | ||
Meridian Eastgate Branch | 1825 Highway 39 North Meridian, Mississippi (601) 693-8367 | Full Service; 24-Hour Teller | ||
Decatur Branch | 15330 Highway 15 South Decatur, Mississippi (601) 635-2321 | Full Service; 24-Hour Teller | ||
Forest Branch | 247 Woodland Drive North Forest, Mississippi (601) 469-3424 | Full Service; 24-Hour Teller | ||
Louisville Main Branch | 100 East Main Street Louisville, MS (662) 773-6261 | Full Service; 24 Hour Teller | ||
Louisville Industrial Branch | 803 South Church Street Louisville, MS (662) 773-6261 | Drive-Up | ||
Noxapater Branch | 45 East Main Street Noxapater, MS (662) 724-4261 | Deposits | ||
Starkville Branch | 201 Highway 12 West Starkville, MS 39759 (662) 323-4210 | Full Service; 24 Hour Teller | ||
Collinsville Branch | 9065 Collinsville Road Collinsville, MS 39325 (601) 626-7608 | Full Service; 24 Hour Teller | ||
Meridian Broadmoor | 5015 Highway 493 Meridian, MS 39305 (601) 581-1541 | Full Service; 24 Hour Teller | ||
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Hattiesburg | 6222 Highway 98 West Hattiesburg, MS (601) 264-4425 | Full 24 Hour Teller | ||
Biloxi | 15309 Lemoyne Boulevard Biloxi, MS 39532 (228) 207-2343 | Full 24 Hour Teller | ||
Biloxi | 1830 Popps Ferry Road Biloxi, MS 39532 (228) 594-6913 | Full Service 24 Hour Teller | ||
Oxford | 902 Sisk Avenue, Suite Oxford, MS 38655 | Full Service 24 Hour Teller | ||
Gulfport Branch | 12008 Hwy 49 Gulfport, MS 39503 (228) 831-3535 | Full Service 24 Hour Teller | ||
Ocean Springs Branch | 2702 Bienville Blvd Ocean Springs, MS 39564 (228) 875-3933 | Full Service 24 Hour Teller | ||
Pascagoula Branch | 1519 Jackson Ave Pascagoula, MS 39567 (228) 762-3330 | Full Service 24 Hour Teller |
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
ITEM 6. | SELECTED FINANCIAL DATA. |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES. |
ITEM 9B. | OTHER INFORMATION. |
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
ITEM 11. | EXECUTIVE COMPENSATION. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
2021.
Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) | |||
Equity compensation plans approved by security holders(1) | 40,500 | $21.49 | 270,000 | |||
Equity compensation plans not approved by security holders | -0- | $ 0.00 | -0- | |||
Total | 40,500 | $21.49 | 270,000 |
Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) | |||||||||
Equity compensation plans approved by security holders (1) | 9,000 | $ | 18.76 | 270,000 | ||||||||
Equity compensation plans not approved by security holders | -0- | $ | 0.00 | -0- | ||||||||
Total | 9,000 | $ | 8.76 | 270,000 |
(1) | Consists of the 1999 Directors’ Stock Compensation Plan and the 2013 Incentive Compensation Plan. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| (a) | Financial Statements |
1. | |||||||
| Consolidated Financial Statements and Supplementary Information for years ended December 31, |
(i) | |||||||
| Report of Independent Registered Public Accounting Firm (Financial Statements and Internal Control) |
(ii) | |||||||
| Management’s Assessment of Internal Control over Financial Reporting |
(iii) | Consolidated Statements of Condition |
(iv) | Consolidated Statements of Income |
(v) | Consolidated Statements of Comprehensive Income |
(vi) | Consolidated Statements of Changes in Stockholders’ Equity |
(vii) | Consolidated Statements of Cash Flows |
(viii) | Notes to Consolidated Financial Statements |
2. | Financial Statement Schedules |
None. |
3. | Exhibits required by Item 601 of Regulation S-K |
10(h) |
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10(i) |
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10(j) |
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8-K | April 25, 2013 |
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10(k) | Form of Voting Agreement, between Citizens Holding Company and certain shareholders of Charter Bank (included as an exhibit to the Agreement and Plan of Merger attached as Exhibit 2.1) |
| May 21, 2019 |
| 000-25221 | |||||||||||
13 | 2021 Annual Report to Shareholders + |
| 000-25221 |
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14 | Code of Ethics ± | 10-K | March 26, 2004 | 000-25221 | ||||||||||||
21 | Subsidiaries of Citizens Holding Company + |
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23 | Consent of Independent Registered Public Accounting Firm + |
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31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer + |
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31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer + |
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32.1 |
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32.2 |
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101 | Inline XBRL Exhibits + |
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104 |
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† | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form10-K |
+ | Filed |
++ | Furnished |
± | As updated on Citizens Holding Company’s website, https://www.thecitizensbankphila.com/investor-relations/ |
ITEM 16. | FORM 10-K SUMMARY. |
CITIZENS HOLDING COMPANY | ||||||
| ||||||
Date: March | By: |
| /s/ Greg McKee | |||
Greg McKee | ||||||
| ||||||
President and Chief Executive Officer |
SIGNATURES | CAPACITIES | DATE | ||
/s/ Greg McKee
| Director, President and Chief Executive Officer
| March | ||
| (Principal Executive Officer) | |||
/s/ Phillip R. Branch | Treasurer, Chief Financial Officer | March 11, 2022 | ||
Phillip R. Branch | (Principal Financial & Accounting Officer) | |||
/s/ Craig Dungan
| Director | March | ||
Craig Dungan, MD | ||||
/s/
| Director | March | ||
Jason R. Voyles | ||||
/s/ Donald L. Kilgore
| Director | March | ||
Donald L. Kilgore | ||||
/s/ David A. King
| Director | March | ||
David A. King | ||||
/s/ Herbert A. King
| Chairman of the Board | March | ||
Herbert A. King | ||||
/s/ Adam Mars
| Director | March | ||
Adam Mars |
/s/ David P. Webb
| Director | March | ||
David P. Webb | ||||
/s/
| Director | March | ||
Jane Crosswhite | ||||
/s/ Terrell E. Winstead
| Director | March | ||
Terrell E. Winstead | ||||
/s/ Gregory E. Cronin
| Director | March | ||
Gregory E. Cronin |
38